Piramal Healthcare Limited

Investor Presentation June 2011

Agenda
• Overview of Piramal Healthcare • Pharma Solutions • Global Critical Care • Consumer Products Business • Innovative Discovery & Commercialization • Financial Highlights • New Businesses
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Piramal Healthcare – an overview –
Piramal Healthcare

Pharma Business

Financial Services Business

Pharma Solutions
• Partners with MNC pharma cos to service their mfg & development needs • Sales – Rs. 10.2 bn

Critical Care
• Sells anesthetic products to hospitals globally

OTC

Innovative discovery & Commercialization
• Works in 4 TA: Oncology, Diabetes, Inflammation Infectious Diseases

NBFC
• PHL is in process of setting up a NBFC dedicated to lending to infrastruct ure sector

IndiaReit
• A Real Estate Investment Trust with domestic and offshore fund • Total AUM – Rs. 38 billion
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• Sells OTC Products in India

• Sales – Rs. 3.9 bn

• Sales – Rs. 1.9bn

• Has a pipeline of 12 compounds with 8 in clinical trials

Sale of Domestic formulation business and shareholding in PDSL
On 21-May-2010, Piramal sold its healthcare solution business for US $ 3.8 billion (Rs. 17,140 crores):
Multiples Analysis Upfront Payment Staggered Payments Total Consideration FY 10 Sales FY 10 EBITDA LTM EV/Sales multiple LTM EV/EBITDA multiple US $ mn 2,200 1,600 3,800 420 128 9.0x 29.7x

On 14-July-2010, Piramal sold its shareholding in its subsidiary – Piramal Diagnostic Services Pvt. Ltd. for Rs. 600 crores:
Multiples Analysis Upfront Payment Staggered Payments Total Consideration FY 10 Sales FY 10 EBITDA LTM EV/Sales multiple LTM EV/EBITDA multiple Rs. Crs. 300 300 600 206 38 2.9x 15.8x

PHL’s divestment deals have set a new benchmark for valuation in Emerging Pharma markets

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Pharma Solutions

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Market Characteristics
• • •

Global Outsourcing market estimated to be US$ 51 billion, growing at 14% Market share of India extremely low Lower costs and high quality manufacturing skill presents compelling

rationale to shift manufacturing to India
Global Pharma Manufacturing and Research market (2008) Pharmaceutical outsourcing market in India (2007–2010(E))

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USD billion

3.5 2.9 1.7 1.1

3 2 1 0 2007 2008

Global Pharma Custom Research Manufacturing and & R&D Spend Manufacturing USD 264b (USD 51b)

2009P

2010P
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OPPI – E&Y report on Outsourcing: 2009

A full-service CMO across the drug lifecycle
Medicinal Chemistry Early Phase Custom Synthesis and Formulations Development CLINICAL DEVELOPMENT Discovery Research Pre-clinical Pre-clinical Dev. Dev. API Forms Phase I API Phase IIa Phase IIb Phase III API Formulations development API • Torcan (niche APIs only) • Morpeth, • Digwal, Ennore Formulations • Morpeth • Pithampur Launch Full scale supplies

Clinical Trials Formulations Medicinal & Synthetic Chemistry Services – India Ahmedabad API • Canada – Torcan • UK – Morpeth, • India – Ennore Formulations • UK – Morpeth • India - Ahmedabad API

• Canada - Torcan • UK – Morpeth, • India – Ennore, Formulations • UK – Morpeth • India – Ahmedabad

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Capabilities – India
Digwal USFDA approved, API facility cGMP manufacturing facility Pithampur Ennore Ahmedabad Contract Formulations and analytical Development, clinical manufacturing

Facility

Capability

USFDA approved formulations facility

Large scale intermediates and early phase API development

USP

Supplying APIs to > 20 countries since 2003

Can produce tablets, gels, creams, liquids and sprays

Has 2 cGMP pilot plants; Indian Hub for Early phase APIs

Caters to both small and large pharmaceutical companies

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Capabilities – Overseas
Facility Morpeth USFDA approved, finished dosage with containment suite, process development for API and Formulations Grangemouth Toronto

Capability

Manufacturing of Cytotoxic APIs and conjugates, High Potency Substances

API development services and pre-clinical manufacturing

USP

Long-term manufacturing contract with Pfizer clinical trial packaging for European Pharma

Capability that is rare globally, serves large biotech cos

Services smaller R&D firms and biotech in North America who are averse to moving work outside of North America
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FY11 – Capability enhancement: Acquisition of Oxygen Healthcare (O2h) – enables PHL to provide integrated clinical development services
• Oxygen provides medicinal chemistry (synthetic chemistry) and invitro biology services
– PHL can offer a more integrated R&D solution across discovery and development – Engage with customer / project earlier with movement of products from Oxygen to PHL Ennore & PHL Ahmedabad increasing speed of delivery to clients – Key players in space are Wuxi, Syngene, Chem Partners, Medicilon, Evotec, Biofocus, Jubilant Discovery Services
Target Identification / Validation Compound Synthesis Assay Development Screening for Drug Leads Hit / Lead Identification Lead Optimization

Preclinical
ADME / DMPK Formulation Process Scale Up Toxicology

Clinical
Clinical Trial Supply Manufacturing Clinical Trials (Ph 1 / 2 / 3) Commercial Manufacture Post Marketing Studies 10

Offered by PHL

Oxygen capabilities

Global Critical Care

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Highlights
• Piramal Critical Care is one of the fastest emerging player in the Anaesthesia business. • 3rd largest player globally in the Inhalation Anesthesia (IA) market • Presence in >102 countries - strong network of 84 business associates. • Only company in the world with a complete product basket of Inhalation Anesthetics & Injectable Anesthesia. • 9.3% market share in 2011 vs 6.8% share in 2010 in $ 900 mn Inhalation Anesthesia market. • Brand Haemaccel enjoys more than 70% of the world market in Polygeline based plasma volume expanders
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Critical Care - Overview
Inhalation Anaesthetics Halothane, Isoflurane, Enflurane, Sevoflurane & Desflurane Other Anaesthetics Propofol – intraveneous, Bupivacaine – Local, Atracurium Besylate Others

Products

Haemmacel – Blood Plasma Volume Expander

Market Size

US $ 1,000 mn

US $ 825 mn

US $ 300 mn

Mfg. Location

Digwal, India Bethleham, USA

Sourced from BSV’s facility in Ambernath, Mumbai

Baddi India
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Evolution of PCC business
3,500.0

3,000.0

2,500.0

Halothane stabilized in India

Isoflurane stabilized in India

Minrad & RxElite Acquisition: March 2009

3,276.7

2,000.0

1,500.0

Rhodia-IA acquisition: January 2005
711.5 830.0 824.9

1,316.0

1,000.0

500.0 91.0 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010

Piramal Healthcare has successfully integrated Rhodia IA business to build a global presence: - Acquired Rhodia’s IA business in Jan 2005, the business had profitability of 22%
Piramal IA Facility at Digwal, India

- Production migrated to India - halothane and isoflurane technologies absorbed - Gained leadership position in Halothane and Isoflurane - Acquired Minrad Inc.’s inhalation anesthetic portfolio in March 2009 - Acquired Bharat Serum & Vaccine’s injectible anesthetic portfolio in April 2010
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FY11 - Piramal Critical Care now has global sales and marketing network
84 Distributors 32 Sales Field Force 38 Managers

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OTC Business

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OTC – Investment being made to support a strong brand portfolio
• Moved from no. 40th in 2008 to top-10 in 2011 • 660 people added in field force in FY2011, total 900 • Reach expanded to 240,000 outlets: 60% Pharma Outlets & 40% General stores

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Demerger of PLSL’s NCE unit in PHL

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PLSL – De-Merger of NCE division of PLSL into PHL
PLSL to de-merge all assets and liabilities of NCE division into PHL at book value All patents, employees and contracts of NCE division of PLSL to be transferred to PHL Herbal products division, that sells neutraceutical products to less regulated markets globally will still remain in PLSL In consideration, 1 share each of PHL (Face value Rs. 2) will be issued for 4 shares of PLSL (Face value Rs. 10) Swap ratio is based on independent valuation report Entire process to be complete in ~6 months
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PLSL – Mid to Late stage Development pipeline highlights
Compound P276 P1446 P2745 P1736 P2202 P1201 Tinefcon Indication(s) Head & Neck, Pancreatic, Triple Negative Breast Cancer Head & Neck, Pancreatic, Melanoma Haematological Malignancies Diabetes Diabetes/Metabolic Disorders Diabetes/Metabolic Disorders Psoriasis, Ankylosing spondylitis Market Size 10,000 1,200 3,000 24,600 1,000 1,000 250
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Financial highlights Q4 FY2011

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Business Mix – Consolidated Q4 FY2011 Continuing Businesses
Rs. million
No. Net Sales break-up 1 Pharma Solutions From Assets in India From Assets Outside India 2 Piramal Critical Care 3 OTC + Ophthalmology 4 Others 5 Investment Income Total % Sales 50.7% 27.7% 23.0% 16.8% 9.8% 3.8% 18.9% 100.0% Quarter IV ended 31-Mar-11 31-Mar-10 % Gr 3,493.1 2,536.2 37.7% 1,906.6 1,194.0 59.7% 1,586.5 1,342.2 18.2% 1,160.0 675.9 261.4 1,300.6 6,891.1 884.1 534.5 85.4 217.7 4,257.8 31.2% 26.5% 206.2% 497.4% 61.8% Year ended 31-Mar-11 31-Mar-10 10,205.8 9,393.6 5,245.3 4,302.5 4,960.5 5,091.1 3,876.8 1,958.4 687.9 3,358.3 20,087.2 3,276.7 1,770.4 500.1 921.7 15,862.5 % Gr 8.6% 21.9% -2.6% 18.3% 10.6% 37.6% 264.4% 26.6%

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Profit & Loss Account – Consolidated Continuing Businesses Q4 FY2011
Rs. million
Period ended - Consolidated Net Sales and Other operating income Investment income Total operating income OPBIDTA OPM % Interest Depreciation Profit before tax (before exceptional ) Exceptional expense / (income) Income tax Profit after tax EPS (Rs.) EPS before exceptional items 31-Mar-11 5,590.5 1,300.6 6,891.1 2,631.6 38.2% 169.5 260.1 2,202.0 15.3 163.8 2,018.5 9.0 9.8 Q4 Ended 31-Mar-10 4,040.1 217.7 4,257.8 585.0 13.7% 351.7 75.6 158.0 65.5 89.0 2.0 0.0 0.3 % Gr 38.4% 497.4% 61.8% 349.8% -51.8% 243.9% Period Ended 31-Mar-11 31-Mar-10 16,734.1 14,945.9 3,358.3 20,092.4 3,790.6 18.9% 886.6 958.6 1,945.7 (162,205.0) 36,797.4 127,350.2 567.1 8.6 921.7 15,867.6 1,392.0 8.8% 1,600.7 824.9 -1,033.3 69.1 91.2 -1,193.3 -5.3 -5.0 % Gr 12.0% 264.4% 26.6% 172.3% -44.6% 16.2% -

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Balance Sheet – Consolidated
Rs. million

Period ended- Consolidated Equity capital Reserves & Surplus Networth Deferred tax liability (Net) Loan funds Total Net fixed assets Investments Net current assets Inventories Sundry debtors Other current assets Current liabilities Total

As at 31-Mar-11 335.8 120,558.3 120,894.1 484.0 7,568.6 129,004.3 16,039.7 14,815.8 98,148.8 3,825.7 3,838.0 100,195.9 9,710.8 129,004.3

As at 31-Mar-10 418.0 16,430.9 16,848.9 567.8 12,949.6 30,366.3 21,130.1 325.5 8,910.7 4,694.5 4,376.1 7,001.2 7,161.1 30,366.3
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Note: Other current assets include amount of Rs. 71,585 mn receivable from Abbott towards sale of Healthcare Solutions business

Balance Sheet – Ratio Q4 FY2011
Rs. million

No. 1

Period ended- Consolidated Debt/equity ratio Networth Total debt Book value (Rs./share) Cash value (Rs./share) Net Sales/Net fixed assets ratio Current assets ratios Inventories Receivables ROCE % RONW %

As at 31-Mar-11 0.06 120,894.1 7,568.6 723.0 596.7 1.6

As at 31-Mar-10 0.77 16,848.9 12,949.6 80.6 NA 1.7

2 3 4 5 i ii 6 7

54 54 5.7% 2.8%

46 43 25.1% 28.2%

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New Businesses

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Entry into Financial Services

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Favourable demographics & Macroenvironment indicators will fuel the growth in Financial Services
Improving GDP per capita CAGR 14.6% $s per capita CAGR 12.2%
• GDP has been growing @ 8.5% % for last 5 Years (FY05-FY09) • Real GDP expected to grow @ > 8%

Overall Financial Services core revenue pool (INR Bn)

Banking & NBFC revenue pools are expected to grow at 17% CAGR – Driven by growth in Corporate & Rural Growth

Rural Urban Retail 6000 5000 4000 3000 2000 1000 0

Corporate Treasury

Urban SME

CAGR 17%

850 1558 914 350 644 370 570 75 1550 340

11% 16%

16% 2818% 29%

2008-09
Source : UBS, RBI, E&Y Report

2014-15

Financial Services - Attractive ROEs; Growing Revenue Pool
Return on Equity (%) 2010 2011E

Rationale for NBFC - Fast Growing; High ROEs; Declining NPAs
Quality of Assets improved • Better risk management practices • Stricter regulations
Gross NPA%
25 20 B roking Institutional Clients B anks IB anking Asset NBFC Management

NBFC is fastest growing segment - 35% Revenue CAGR; 15-20% RoE

RoE %

15 10 5 0 0

10
70

20 Expected CAGR

30

29

40

Source: Goldman Sachs, Universal Consulting, RBI

Piramal Vision – Financial Services

Make foray in expanding financial services sector starting with:
– NBFC for lending to Infrastructure sector, – NBFC for lending to other sectors – Fund Management
• Real Estate PE Fund (through Indiareit) • Infrastructure PE Fund

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Acquisition of Indiareit

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Indiareit - Executive Summary
Proven fund management expertise,
• Best positioned to benefit from emerging Indian real estate
‒ Consistent fund raising ‒ Proven & consistent investment strategy ‒ Strong team with comprehensive investment experience;

• … supplemented with key differentiators

successful exits across vehicles

‒ Realized exits across funds ‒ Exits commenced since October 2008 ‒ Valuations in sync with guidance and exit delivery ‒ Estimate 2.22x pre-tax money multiple on valued portfolio (March ‘11) ‒ Ability to profitably deploy large pools of capital; ‒ Over USD 650Mn in 4 years – First to declare independent valuations – First to commence exits in investee projects – First to round trip investments across all fund offerings – First to manage third party portfolio • • • • • • Work commenced on majority projects No partners litigations No land issues No credit default Visible cash flows Work linked to off-take Comprehensive Experience •5 Top Tier 1 cities •8 Local partners •23 Projects •53.7m sq ft of Saleable area currently under development

History of firsts in the Indian market

On track execution and delivery

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PHL – Way Forward

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PHL – Way Forward
Piramal Healthcare

Pharmaceutical
• Pharma Solutions business – poised for strong growth given tremendous cost pressures on big pharma • Critical Care – Growth to be driven by expanding product portfolio and increased geographic reach •OTC – Growth to be driven by building strong brands and expanding reach •Innovative Discovery & Commercialization: Growth to be driven on the back of strong innovation platform of PLSL

New Businesses
Financial Services
• Infrastructure NBFC • NBFC for other sectors • Fund Management: • Indiareit • Infra PE

Including leverage @ 1:1 D/E ratio, Rs. 240 billion is available to be invested in the business pool

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Thank you

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