Zydus Lifesciences : Transcript of the 27th Annual General Meeting

27th Annual General Meeting of Zydus Lifesciences Limited

held on August 10, 2022

10:00 a.m. (IST) to 10:45 a.m. (IST)

Following Directors / Key Managerial Personnel / Auditors of the Company attended the AGM through VC / OAVM:

Company Secretary:

Good morning to all. My name is Dhaval Soni and I am the Company Secretary of Zydus Lifesciences Limited. I will be assisting the Chairman in conducting the Twenty Seventh Annual General Meeting of the Company. This AGM of the Company is being conducted through Video Conference as per the provisions of the Companies Act, 2013 and the circulars issued by the Ministry of Corporate Affairs and SEBI.

As a reminder, for the smooth conduct of AGM and to avoid background disturbance, members will be in mute mode and audio and video will be enabled only when they are invited to speak at the AGM as per the pre-registration. Any member facing any issue in joining the AGM virtually, may contact the CDSL officials on the helpline numbers as provided in the Notice of AGM. Please note that, as per the statutory requirements, the proceedings of the AGM are being recorded and will be made available on the website of the Company.

I now hand over the proceedings to Mr. Pankaj Patel, Chairman of the Company.

Chairman:

Dear Shareholder, Very Good morning. On behalf of the Board of Directors, I am pleased to welcome you all to the Twenty Seventh Annual General Meeting of Zydus Lifesciences Limited, the new name of your Company post our brand identity change unveiled in February 2022. I hope you all are in good health. Once again we meet in a virtual setting and look forward to see you in person next time. Requisite quorum being present, I call the meeting to order.

Due to ongoing Covid-19 pandemic and to maintain social distancing norms, the Company is conducting AGM through Video Conference / Other Audio Visual Means as allowed by MCA and SEBI. The AGM is being conducted from the Registered Office of the Company at Ahmedabad. The virtual AGM provides opportunity to all members to attend the AGM from different locations across the Country and from their homes or offices.

Let me introduce the board members and Key Managerial Personnel present with me. Mr. Nitin R. Desai, Independent Director & Chairperson of Audit Committee and Nomination and Remuneration Committee, Mr. Mukesh M. Patel, Non-Executive Director and Chairman of Stakeholders' / Investors' Relationship Committee, Mr. Apurva Diwanji, Independent Director, Ms. Dharmishtaben N. Raval, Independent Director, Mr. Bhadresh Shah, Independent Director, Mr. Ganesh Nayak, Executive Director, Dr. Sharvil Patel, Managing Director, Mr. Nitin Parekh, Chief Financial Officer and Mr. Dhaval Soni, Company Secretary.

We also take on record the presence of Mr. Rajesh Hiranandani, Partner-Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company and Mr. Manoj Hurkat, Secretarial Auditor of the Company, in this AGM.

All of you have received through e-mail the copy of annual report of the Company for the year ended 31st March, 2022. This report includes details of Company's financial performance, business strategy, operational updates, innovation efforts, CSR and human capital initiatives, environmental practices and overall governance. The report also contains the statutory reports which inter alia includes the Notice of AGM. With your permission, I take the annual report and Notice of AGM as read.

Before we start the official business of the AGM, I would like to talk briefly about the progress of the Company made during the year gone by.

The members must be aware, while the name of the Company was Cadila Healthcare Limited, however, largely known and established and reputed as "Zydus" in pharmaceutical industry across the globe. The management thought it prudent to include the word "Zydus" in the name of the Company and to capitalize and enhance the global presence and reputation. And hence, the name of the Company was changed from Cadila Healthcare Limited to Zydus Lifesciences Limited.

As you would be aware that in the fiscal year 2021-22 commenced on a difficult note for our country with the second wave of COVID-19 pandemic put an unprecedented stress on the health economy of the country. Your Company was at the fore-front in the fight against the pandemic by offering solutions across the diagnostics to therapeutics and preventive medicines. It leveraged its R&D and manufacturing capabilities to ensure that the medicines needed to fight the disease are made accessible to the patients in need at affordable prices.

Disruption in supply chain and inflationary pressure in input costs were the two large macro headwinds which impacted various businesses during the year. However, your Company, on the back of agile supply chain and proactive management, could successfully navigate through above headwinds and ensured reliable and timely supply to its customers across the globe.

Various Innovation initiatives progressed well during the year as your Company continued to judiciously channelize the resources towards creating an innovation-driven life sciences organization. During the year, the Company received market authorization in India for its second New Chemical Entity viz. Desidustat which is indicated in treatment of anemia in Chronic Kidney Diseases. The molecule was launched in India under the brand name OxemiaTM. This is a strong testimony of the capabilities of the Company to innovate products and meet the patient's unmet medical needs. Your Company also launched the first biosimilar of an Antibody Drug Conjugate (ADC) of Trastuzumab Emtansine in India under the brand name UjviraTM. Your Company continues to invest in resources to build a portfolio of complex generics and specialty products for the US market to create a sustainable growth engine for the US business.

Overall, all the businesses put up a commendable performance during the year in spite of the challenges and the US generic business was impacted but the performance of the Company in US was otherwise ok. I believe this will be overcome by various initiatives being taken by us in the area of specialty and complex generics space. Your Company could limit the impact of inflationary pressure in input costs and difficult pricing environment on the operating margin and it did a good job on cost optimization and efficiency enhancement through front of undertaking multiple initiatives across the functions. I am happy to note that the health of the balance sheet of your Company improved significantly during the year and the Company had a net debt free status at the end of the year.

During July 2022, your Company also completed a Buyback of equity shares worth Rs. 7.5 bn at an attractive offer price, to reward the shareholders. The Company continues to remain committed to enhance long-term stakeholder value and make proactive efforts towards improving the ESG footprint in a responsible manner and will suitably make appropriate disclosures regarding the same.

I firmly believe that your Company is on a strong path to transformation itself into conventional pharmaceutical company into an innovation driven life sciences organization and I look forward to your continued support in realising this dream of the Company.

The Twenty Seventh Annual General Meeting of the Company is convened in accordance with the Notice of AGM dated May 20, 2022.

We now commence the business of the meeting.

Representations under section 113 of the Companies Act, 2013, of a total of 75,88,06,527 shares aggregating to 74.97% of the total share capital, has been received.

As there is no adverse qualifications, observations or comments in the Statutory Auditor's Report and the Secretarial Auditor's Report, said Reports are not required to be read at the meeting as provided in section 145 of the Companies Act, 2013.

I consider the Statutory Auditor's Report and Secretarial Audit Report to be taken as read.

I would now request the Company Secretary to brief the members about the voting procedure and take you through the resolutions.

Company Secretary:

Thank you Chairman Sir.

I would like to inform that the Company has taken necessary steps, as per the circulars issued by MCA and SEBI to ensure maximum participation and to provide equal opportunity to the members in the voting.

Pursuant to regulation 44 of the Listing Regulations, and provisions of section 108 of the Companies Act, 2013 and Rules made thereunder, the Company has provided facilities to the members to cast their votes through remote e-voting. The detailed procedure and instructions for casting votes by the members through electronic means were prescribed in the Notice of AGM. The Company had fixed August 3, 2022 as the Cut-Off Date for deciding