About Lupin Ltd

Lupin is an innovation led Transnational Pharmaceutical Company producing, developing and marketing a wide range of branded & generic formulations, biotechnology products and active pharmaceutical ingredients (APIs) globally. The Company has significant player in the Cardiovascular, Diabetology, Asthma, Pediatric, Central Nervous System (CNS), Gastro-Intestinal (GI), Anti-Infective and Nonsteroidal Anti Inflammatory Drug (NSAID) therapy segments and is a global leader in the Anti-TB and Cephalosporins segments. Lupin Ltd was incorporated in the year 1983 with the name Lupin Chemicals Ltd. In the year 1987, the company commenced operations in Cephalexin Plant at Mandideep and 7 ADCA plant at Ankleshwar. In the year 1989, the company established a joint venture in Thailand, namely Lupin Chemicals (Thailand) Ltd. In the year 1991, they initiated production of Injectable cephalosporin (bulk and dosages) at Mandideep. In the year 1992, the company set up Fermentation Plant at Tarapur, Maharashtra. Also, Sterile Plant for injectable Cephalosporins (bulk) was commissioned at Mandideep. In the year 2001, Lupin Laboratories Ltd was amalgamated with the company and the name was changed to Lupin Ltd. They commenced supply of Cephalosporin bulk actives to their alliance partners in the US. Also, they commissioned a state of the art US FDA approvable oral cephalosporin bulk active plant. In the year 2002, the company commissioned the new Anti-TB facility at Aurangabad. In the year 2003, they formed Lupin Pharmaceuticals Inc. USA, for trading, marketing and developmental activities in the US. In the year 2006, the company set up a new facility at Jammu. In the year 2007, the company acquired Vadodara based Rubamin Laboratories Ltd (rechristened to Novodigm Ltd). Also, they acquired Kyowa Pharmaceutical Industry Company Limited, a leading Generic Company in Japan. They started commercial production at their newly finished dosage facility at Jammu. Also, they set a new finished dosage facility at Indore. During the year 2008-09, the company expanded their product basket in Japan-Kyowa and received ten products approval from Ministry of Health & Labour Welfare, Japan. They acquired 100% stake in Hormosan Pharma GmbH, a generic company in Germany. Also, they acquired 36.65% stake in Generic Health Pty Ltd., in Australia, 60% stake in Pharma Dynamics in South Africa and 51% stake in Multicare Pharmaceuticals Philippines Inc in Philippines. During the year 2009-10, Lupin (Europe) Ltd, UK and Lupin Pharma Canada Ltd, Canada were incorporated on June 5, 2009 and June 18, 2009 respectively. Lupin Holding B V, the Netherlands transferred their holdings in Max Pharma Pty Ltd, Australia, a wholly owned subsidiary of the company to Generic Healthy Pty Ltd, Australia, an associated of the company upon which Max Pharma Pty Ltd ceased to be a subsidiary of the company with effect from May 31, 2009. In January 2010, as per the scheme of amalgamation, Novodigm Ltd, Lupin Pharmacare Ltd and Lupin Herbal Ltd, wholly owned subsidiaries of the company were amalgamated with the company with effect from April 1, 2009. In August 23, 2010, the company incorporated Lupin Mexico SA de CV, Mexico as a subsidiary company. The company increased their stake in Generic Health Pty Ltd., (Generic), Australia, from 49.91% to 76.65% and thus Generic became a subsidiary of the company with effect from September 27, 2010. Consequently, Bellwether Pharma Pty Ltd., Australia, Generic Health Inc., U.S.A. and Max Pharma Pty Ltd., Australia, which were subsidiaries of Generic, became subsidiaries of the company with effect from September 27, 2010. The company incorporated Lupin Philippines, Inc., Philippines and Lupin Healthcare Ltd., India, as subsidiaries on December 20, 2010 and March 17, 2011 respectively. In June 2011, the company's Generic Healthy Pty Ltd acquired worldwide rights for the Goanna Brand and the complete range of premium therapeutic oils, rubs and ointments marketed under the brand. In July 2011, the company entered into a research and development agreement with Medicis Pharmaceutical Corporation (Medicis) to apply Lupin technologies to multiple therapeutic compounds. In November 2011, the company acquired I'rom Pharmaceuticals through their Japanese subsidiary. In 2012, the company receives Tentative Approval for Generic Glumetza Extended-Release Tablets. The company announces settlement with SANTARUS and DEPOMED for GLUMETZA Patent Litigation. The company also launches Generic Geodon Capsules and Generic SEROQUEL Tablets during the year under review. In 2013, the company inaugurated new Plant at Nagpur. The company got Mahindra Samridhhi India Agri National Award for Bee keeping and Honey Production. In 2014, the company acquired Laboratorios Grin S.A. De C.V., Mexico; a Specialty Ophthalmic Company. The company enters the Latin American Market. The company also acquires Nanomi B.V. and enters Complex Injectables Space. The company receives FDA Approval for Generic Actos Tablets, and Generic Celebrex Capsules. In 2015, the company launches Generic DIOVANr Tablets. The company receives FDA Approval for Generic Vancocin Capsules. During the year under review, the company and Celon announce Strategic Development and Licensing Agreement for Generic Advair Diskus. The company and Rotary Join Hands to Combat Tuberculosis in Mumbai. The company introduces generic hypertension drug in US. The company also acquires Biocom in Russia during the year under review. On 24 July 2015, Lupin announced that it has entered into a strategic asset purchase agreement with TEMMLER PHARMA GMBH & CO. KG (Temmler), a part of the Aenova Group, one of the world's largest pharmaceutical contract manufacturers, to acquire Temmler's specialty product portfolio subject to certain closing conditions. On 7 August 2015, Lupin announced the opening of its new Center of Excellence for Inhalation Research in Coral Springs, Florida. On 14 October 2015, Lupin and Boehringer Ingelheim announced a joint strategic alliance for co-marketing linagliptin, a novel Dipeptidylpeptidase-4 (DPP-4) inhibitor in India. According to the agreement, Lupin will market and sell linagliptin under a separate brand name which will be promoted by Lupin's dedicated diabetes specialty field force. Boehringer Ingelheim will continue to sell its linagliptin under the brand names Trajenta (monotherapy) and TrajentaDuo (fixed-dose combination with metformin) through its existing sales force and network. On 9 March 2016, Lupin announced that it has completed the acquisition of privately held US based GAVIS Pharmaceuticals LLC and Novel Laboratories Inc. (GAVIS). Lupin had announced the acquisition on 23 July 2015. The acquisition enhances Lupin's scale in the US generic market and also broadens Lupin's pipeline in dermatology, controlled substance products and other high-value and niche generics. New Jersey based GAVIS is a privately held company specializing in formulation development, manufacturing, packaging, sales, marketing, and distribution of pharmaceuticals products. On 15 March 2016, Lupin announced that the USFDA inspected its Goa manufacturing facility and cited 9 observations. The observations were on aspects such as inadequacy and adherence to standard operating procedures. Lupin said that it is in the midst of putting together a response to address USFDA's observations. On 26 May 2016, Lupin announced that it has received Establishment Inspection Reports (EIR) for its Mandideep and Aurangabad facilities wherein the USFDA has concluded that the inspections stand closed. The USFDA had conducted audits at Lupin's Mandideep facility from 8 to 19 February 2016 and its Aurangabad facility from 11 to 15 January 2016. On 2 August 2016, Lupin announced that its Japanese subsidiary Kyowa Pharmaceutical Industry Co., Ltd. has entered into a strategic asset purchase agreement with Shionogi & Co., Ltd., Japan to acquire 21 long-listed products from the Japanese company effective 1 December 2016, subject to certain closing conditions and regulatory approvals including the transfer of marketing authorization of the products to Kyowa. The 21 products cover therapy areas such as Central Nervous System (CNS), Oncology, Cardiovascular and Anti-infectives. On 6 October 2016, Lupin announced that its US subsidiary Lupin Pharmaceutical Inc. and MonoSol Rx, a specialty pharmaceutical company, have entered into a strategic licensing agreement wherein Lupin would develop multiple pediatric products utilizing MonoSol Rx's proprietary PharmFilm drug delivery technology. MonoSol Rx's PharmFilm technology is a drug delivery platform that provides precision dosing in the form of a quick-dissolving, taste-masked and easy-to-administer dissolvable film. On 13 October 2016, Lupin and Boehringer Ingelheim announced a strategic alliance to co-market Empagliflozin, a novel sodium glucose co-transporter-2 (SGLT-2) inhibitor in India. According to the agreement, Lupin will market and sell Empagliflozin under a separate brand name Gibtulio which will be promoted by Lupin's specialty field force. Boehringer Ingelheim will continue to sell Empagliflozin under the brand name Jardiance through its existing sales force and network. Headquartered in Ingelheim, Germany, Boehringer Ingelheim is one of the world's leading pharmaceutical companies. On 11 November 2016, Lupin announced the launch of a novel Iron Isomaltoside 1000 injectable iron formulation under two brand names ISOFER and JILAZO in India. Lupin acquired the exclusive rights to market, distribute and sell the novel injectable formulation from Denmark based Pharmacosmos A/S. Iron Isomaltoside 1000 is indicated for the treatment of iron deficiency when oral iron preparations are ineffective or cannot be used and when there is a clinical need to deliver iron rapidly. On 1 December 2016, Lupin and Eli Lilly and Company (India) Pvt. Ltd. (Lilly) announced an expansion of their partnership in India with the launch of Eglucent, a new brand of Lilly's rapid-acting insulin analog Lispro. Eglucent is indicated for the treatment of patients with diabetes mellitus. According to the agreement, Lupin will market and sell Eglucent through its own specialty field force while Lilly will be responsible for manufacturing and import. Lilly will continue to sell Lispro under the brand name Humalog through its existing channels. On 27 February 2017, Lupin announced that its Japanese subsidiary Kyowa Pharmaceutical Industry Co., Ltd. and Astellas Pharma Inc. have entered into an agreement providing Kyowa the exclusive right to distribute and promote extended-release tablets of quetiapine fumarate in Japan. Astellas submitted a new drug application (NDA) with the Ministry of Health, Labour and Welfare in Japan for extended-release tablets of quetiapine fumarate for the indication of improvement of depressive symptoms associated with bipolar disorder. On 16 May 2017, Lupin announced that it has acquired the rights to market, promote and distribute Eli Lilly and Company's Erectile Dysfunction (ED) product, Cialis in India through its specialty field force. On 21 July 2017, Lupin announced the successful completion of a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Goa manufacturing facility without any observations. On 18 July 2017, Lupin announced the successful completion of a GMP inspection as well as a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Pithampur, Madhya Pradesh manufacturing facility - Unit 1 without any observations. On 31 July 2017, Lupin announced the completion of a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Aurangabad, Maharashtra manufacturing facility with one 483 observation. The observation was procedural in nature and corrected during the inspection itself. On 11 October 2017, Lupin announced that its US subsidiary, Lupin, Inc., has acquired Symbiomix Therapeutics, LLC, a privately held company focused on bringing innovative therapies to market for gynecologic infections that can have serious health consequences. The acquisition has been made for a cash consideration of USD 150 million including a USD 50 million upfront and other time-based payments. In addition, there are sales based contingent payments. Lupin said that the acquisition was funded from internal funds. On 7 November 2017,Lupin announced that the company has received a warning letter from the USFDA for its formulation manufacturing facilities at Goa and Indore (Pithampur Unit II). Lupin said that there will be no disruption of existing product supplies from either of these two locations. However, there will likely be a delay of new product approvals from these two facilities, Lupin said. The company said that it plans to address the concerns raised by the USFDA expeditiously and will work with the USFDA to resolve these issues at the earliest. As on 31 March 2018, the Company had 33 subsidiaries and a joint venture. Pursuant to the application made to the Registrar of Companies (ROC'), Bangalore, by Novel Clinical Research (India) Pvt. Ltd., wholly-owned subsidiary of the Company, for removal of its name from the Register of Companies w.e.f. 27 March 2018, the ROC, vide its Order dated 08 December 2018, struck-off the name of the company from the Register of Companies. As part of restructuring, Lupin Ukraine LLC, Ukraine and Gavis Pharmaceuticals, LLC, USA, wholly-owned subsidiaries of the Company, were liquidated effective 07 February 2019 and 26 March 2019, respectively. As on 31 March 2019, the Company had 31 subsidiaries and a joint venture. During the FY2020,the company divested its entire stake in Kyowa Criticare Co Ltd,Japan and Kyowa Pharmaceutical Industry Co Ltd,Japan,effective 30 September 2019 and 09 December 2019 respectively. Consequently both entities ceased to be subsidiaries of the company. As part of internal restructuring on 02 October 2019,Nanomi,B.V.Netherlands,wholly owned subsidiary of the company,was merged with Lupin Holdings,B.V.Netherlands,wholly owned subsidiary of the company,effective 01 April 2019 and its name was changed to Nanomi,B.V.Netherlands. The name of Lupin IP Ventures Inc,USA was changed to Lupin Management Inc,USA effective from 10 March 2020. As on 31 March 2020, the Company had 26 subsidiaries and a joint venture. As part of restructuring, Lupin Middle East FZ-LLC, UAE and Lupin Japan & Asia Pacific K.K., Japan were liquidated, effective 02 July 2020 and 17 December 2020, respectively. Lupin GmbH, Switzerland was merged with Lupin Atlantis Holdings SA, Switzerland, effective 21 September 2020. As part of business expansion, Lupin Biologics Limited, India and Lupin Oncology Inc., USA were incorporated on 28 January 2021 and 15 March 2021, respectively, as wholly owned subsidiaries of the Company. As on 31 March 2021, the Company had 25 subsidiaries and a joint venture. As on March 31, 2022, the Company had 28 subsidiaries and a joint venture. On 03 February 2022, the Company acquired Southern Cross Pharma Pty. Limited, in Australia, as its wholly owned subsidiary. It acquired brand portfolios from Anglo-French Drugs & Industries Limited and its Associates in April 2022. In FY 2022, it closed an alliance with Foncoo Pharmaceutical Co. in China to commercialize CNS medications, to continue offering affordable and accessible healthcare to the world. In FY 2022, the Company had three US FDA site re-inspections and its Goa facility was upgraded allowing to introduce new product from this site. In FY 2023, the Company introduced first Metered Dose Inhaler Luforbec and launched the orphan drug 'Namuscla'. Also, it acquired Medisol in France to enhance its injectables franchise. In FY23, the Company expanded Specialty business portfolio by incorporating two inhalation products, Xopenex and Brovana, which were acquired from Sunovion in October 2022.

Lupin Ltd Chairman Speech

Dear Shareholders,

I am delighted to present our Integrated Report for FY23. This is the third Integrated Report since we formally embarked on our Environment, Social and Governance (ESG) journey. Through this report, we share an overview of our business performance, and progress against our ESG goals and plans.

Our Performance and Shareholder Returns

FY23 has been eventful for Lupin, characterized by notable achievements and promising growth prospects. Throughout the year, we focused on driving sustainable improvements in operating margins while capitalizing on growth opportunities across all regions. We made significant investments in India to expand our sales force and enhance our reach. Our team has worked tirelessly to achieve robust growth in the Indian market despite the headwinds witnessed in our in-licensed anti-diabetes portfolio.

In the U.S., we have now seen continuous margin improvement for three consecutive quarters through portfolio optimization and cost optimization efforts. We increased R&D spending quarter over quarter with a focus on complex generics, particularly in the inhalation and injectables segments. We are now looking at a wave of launches of complex products in the U.S. that gives us the opportunity to meet unmet needs and grow sustainably.

The API business has shown signs of recovery, with demand growth in our core products. Our EMEA region has witnessed growth, driven by successful launches in Germany and the European market. Additionally, our subsidiary in the APAC region, particularly in the Philippines, has delivered exceptional performance.

Our progress in the U.S., combined with growth in other regions such as India, EMEA, APAC and API, has enabled us to achieve overall margin improvement. We now look forward to improved topline growth, margins and profits, all together driving enhanced shareholder returns.

Enablers for Strategy Execution

In pursuit of operational excellence, we continue to refine our operating model. The focus has been to improve synergies across our value chain through the implementation of Integrated Business Planning (IBP), which focuses on aligning demand and supply planning, providing visibility across the company to all concerned.

We see digital technologies as key enablers to strategic execution, and we have designed a multi-year digital transformation journey to ensure a cohesive and deliberate approach to modernizing our digital capabilities.

Strong Foundation for Future Growth

Throughout the year, we filed 28 products in the U.S. and 10 outside the U.S., with significant progress in our injectable and inhalation platforms. Delivery of these products enables us to drive sustainable growth.

Compliance has been a key focus area, and I am pleased to share that we have made material progress on our remediation efforts at multiple sites. We are committed to ensuring consistent and sustainable compliance across all our facilities.

Our recent acquisitions, including Anglo-French in India, Southern Cross in Australia, Xopenex , Brovana in the U.S., and Bausch portfolio in Brazil, have all performed as per expectations.

We remain committed to driving innovation, expanding our product portfolio, and delivering sustainable value to our shareholders. As we look ahead to FY24, we are optimistic about launching key products like Tiotropium DPI, Darunavir, and others in the U.S. and other markets. Combined with our focused initiatives, these launches will enable us to drive double-digit growth and improve operating margins.

A Commitment to Sustainable Performance

Our Founder, Dr. Desh Bandhu Gupta, had always emphasized responsible leadership and innovation, which is reflected in our ESG approach. Our focus on ESG is a cornerstone to creating a strong and sustainable organization that benefits all stakeholders in the long run. We have developed a robust ESG framework that guides our sustainable value-creation goals and our ESG disclosures. We ensure that our ESG strategy aligns with our business priorities and global standards.

I thank the Board for its strategic leadership, my executive team for their steadfast commitment, and our people who are committed to the success of Lupin. It is through their efforts, along with the collaboration and support of our partners and shareholders, that we are achieving our purpose of empowering the health and the lives of our patients.

Lupin Ltd Company History

Lupin is an innovation led Transnational Pharmaceutical Company producing, developing and marketing a wide range of branded & generic formulations, biotechnology products and active pharmaceutical ingredients (APIs) globally. The Company has significant player in the Cardiovascular, Diabetology, Asthma, Pediatric, Central Nervous System (CNS), Gastro-Intestinal (GI), Anti-Infective and Nonsteroidal Anti Inflammatory Drug (NSAID) therapy segments and is a global leader in the Anti-TB and Cephalosporins segments. Lupin Ltd was incorporated in the year 1983 with the name Lupin Chemicals Ltd. In the year 1987, the company commenced operations in Cephalexin Plant at Mandideep and 7 ADCA plant at Ankleshwar. In the year 1989, the company established a joint venture in Thailand, namely Lupin Chemicals (Thailand) Ltd. In the year 1991, they initiated production of Injectable cephalosporin (bulk and dosages) at Mandideep. In the year 1992, the company set up Fermentation Plant at Tarapur, Maharashtra. Also, Sterile Plant for injectable Cephalosporins (bulk) was commissioned at Mandideep. In the year 2001, Lupin Laboratories Ltd was amalgamated with the company and the name was changed to Lupin Ltd. They commenced supply of Cephalosporin bulk actives to their alliance partners in the US. Also, they commissioned a state of the art US FDA approvable oral cephalosporin bulk active plant. In the year 2002, the company commissioned the new Anti-TB facility at Aurangabad. In the year 2003, they formed Lupin Pharmaceuticals Inc. USA, for trading, marketing and developmental activities in the US. In the year 2006, the company set up a new facility at Jammu. In the year 2007, the company acquired Vadodara based Rubamin Laboratories Ltd (rechristened to Novodigm Ltd). Also, they acquired Kyowa Pharmaceutical Industry Company Limited, a leading Generic Company in Japan. They started commercial production at their newly finished dosage facility at Jammu. Also, they set a new finished dosage facility at Indore. During the year 2008-09, the company expanded their product basket in Japan-Kyowa and received ten products approval from Ministry of Health & Labour Welfare, Japan. They acquired 100% stake in Hormosan Pharma GmbH, a generic company in Germany. Also, they acquired 36.65% stake in Generic Health Pty Ltd., in Australia, 60% stake in Pharma Dynamics in South Africa and 51% stake in Multicare Pharmaceuticals Philippines Inc in Philippines. During the year 2009-10, Lupin (Europe) Ltd, UK and Lupin Pharma Canada Ltd, Canada were incorporated on June 5, 2009 and June 18, 2009 respectively. Lupin Holding B V, the Netherlands transferred their holdings in Max Pharma Pty Ltd, Australia, a wholly owned subsidiary of the company to Generic Healthy Pty Ltd, Australia, an associated of the company upon which Max Pharma Pty Ltd ceased to be a subsidiary of the company with effect from May 31, 2009. In January 2010, as per the scheme of amalgamation, Novodigm Ltd, Lupin Pharmacare Ltd and Lupin Herbal Ltd, wholly owned subsidiaries of the company were amalgamated with the company with effect from April 1, 2009. In August 23, 2010, the company incorporated Lupin Mexico SA de CV, Mexico as a subsidiary company. The company increased their stake in Generic Health Pty Ltd., (Generic), Australia, from 49.91% to 76.65% and thus Generic became a subsidiary of the company with effect from September 27, 2010. Consequently, Bellwether Pharma Pty Ltd., Australia, Generic Health Inc., U.S.A. and Max Pharma Pty Ltd., Australia, which were subsidiaries of Generic, became subsidiaries of the company with effect from September 27, 2010. The company incorporated Lupin Philippines, Inc., Philippines and Lupin Healthcare Ltd., India, as subsidiaries on December 20, 2010 and March 17, 2011 respectively. In June 2011, the company's Generic Healthy Pty Ltd acquired worldwide rights for the Goanna Brand and the complete range of premium therapeutic oils, rubs and ointments marketed under the brand. In July 2011, the company entered into a research and development agreement with Medicis Pharmaceutical Corporation (Medicis) to apply Lupin technologies to multiple therapeutic compounds. In November 2011, the company acquired I'rom Pharmaceuticals through their Japanese subsidiary. In 2012, the company receives Tentative Approval for Generic Glumetza Extended-Release Tablets. The company announces settlement with SANTARUS and DEPOMED for GLUMETZA Patent Litigation. The company also launches Generic Geodon Capsules and Generic SEROQUEL Tablets during the year under review. In 2013, the company inaugurated new Plant at Nagpur. The company got Mahindra Samridhhi India Agri National Award for Bee keeping and Honey Production. In 2014, the company acquired Laboratorios Grin S.A. De C.V., Mexico; a Specialty Ophthalmic Company. The company enters the Latin American Market. The company also acquires Nanomi B.V. and enters Complex Injectables Space. The company receives FDA Approval for Generic Actos Tablets, and Generic Celebrex Capsules. In 2015, the company launches Generic DIOVANr Tablets. The company receives FDA Approval for Generic Vancocin Capsules. During the year under review, the company and Celon announce Strategic Development and Licensing Agreement for Generic Advair Diskus. The company and Rotary Join Hands to Combat Tuberculosis in Mumbai. The company introduces generic hypertension drug in US. The company also acquires Biocom in Russia during the year under review. On 24 July 2015, Lupin announced that it has entered into a strategic asset purchase agreement with TEMMLER PHARMA GMBH & CO. KG (Temmler), a part of the Aenova Group, one of the world's largest pharmaceutical contract manufacturers, to acquire Temmler's specialty product portfolio subject to certain closing conditions. On 7 August 2015, Lupin announced the opening of its new Center of Excellence for Inhalation Research in Coral Springs, Florida. On 14 October 2015, Lupin and Boehringer Ingelheim announced a joint strategic alliance for co-marketing linagliptin, a novel Dipeptidylpeptidase-4 (DPP-4) inhibitor in India. According to the agreement, Lupin will market and sell linagliptin under a separate brand name which will be promoted by Lupin's dedicated diabetes specialty field force. Boehringer Ingelheim will continue to sell its linagliptin under the brand names Trajenta (monotherapy) and TrajentaDuo (fixed-dose combination with metformin) through its existing sales force and network. On 9 March 2016, Lupin announced that it has completed the acquisition of privately held US based GAVIS Pharmaceuticals LLC and Novel Laboratories Inc. (GAVIS). Lupin had announced the acquisition on 23 July 2015. The acquisition enhances Lupin's scale in the US generic market and also broadens Lupin's pipeline in dermatology, controlled substance products and other high-value and niche generics. New Jersey based GAVIS is a privately held company specializing in formulation development, manufacturing, packaging, sales, marketing, and distribution of pharmaceuticals products. On 15 March 2016, Lupin announced that the USFDA inspected its Goa manufacturing facility and cited 9 observations. The observations were on aspects such as inadequacy and adherence to standard operating procedures. Lupin said that it is in the midst of putting together a response to address USFDA's observations. On 26 May 2016, Lupin announced that it has received Establishment Inspection Reports (EIR) for its Mandideep and Aurangabad facilities wherein the USFDA has concluded that the inspections stand closed. The USFDA had conducted audits at Lupin's Mandideep facility from 8 to 19 February 2016 and its Aurangabad facility from 11 to 15 January 2016. On 2 August 2016, Lupin announced that its Japanese subsidiary Kyowa Pharmaceutical Industry Co., Ltd. has entered into a strategic asset purchase agreement with Shionogi & Co., Ltd., Japan to acquire 21 long-listed products from the Japanese company effective 1 December 2016, subject to certain closing conditions and regulatory approvals including the transfer of marketing authorization of the products to Kyowa. The 21 products cover therapy areas such as Central Nervous System (CNS), Oncology, Cardiovascular and Anti-infectives. On 6 October 2016, Lupin announced that its US subsidiary Lupin Pharmaceutical Inc. and MonoSol Rx, a specialty pharmaceutical company, have entered into a strategic licensing agreement wherein Lupin would develop multiple pediatric products utilizing MonoSol Rx's proprietary PharmFilm drug delivery technology. MonoSol Rx's PharmFilm technology is a drug delivery platform that provides precision dosing in the form of a quick-dissolving, taste-masked and easy-to-administer dissolvable film. On 13 October 2016, Lupin and Boehringer Ingelheim announced a strategic alliance to co-market Empagliflozin, a novel sodium glucose co-transporter-2 (SGLT-2) inhibitor in India. According to the agreement, Lupin will market and sell Empagliflozin under a separate brand name Gibtulio which will be promoted by Lupin's specialty field force. Boehringer Ingelheim will continue to sell Empagliflozin under the brand name Jardiance through its existing sales force and network. Headquartered in Ingelheim, Germany, Boehringer Ingelheim is one of the world's leading pharmaceutical companies. On 11 November 2016, Lupin announced the launch of a novel Iron Isomaltoside 1000 injectable iron formulation under two brand names ISOFER and JILAZO in India. Lupin acquired the exclusive rights to market, distribute and sell the novel injectable formulation from Denmark based Pharmacosmos A/S. Iron Isomaltoside 1000 is indicated for the treatment of iron deficiency when oral iron preparations are ineffective or cannot be used and when there is a clinical need to deliver iron rapidly. On 1 December 2016, Lupin and Eli Lilly and Company (India) Pvt. Ltd. (Lilly) announced an expansion of their partnership in India with the launch of Eglucent, a new brand of Lilly's rapid-acting insulin analog Lispro. Eglucent is indicated for the treatment of patients with diabetes mellitus. According to the agreement, Lupin will market and sell Eglucent through its own specialty field force while Lilly will be responsible for manufacturing and import. Lilly will continue to sell Lispro under the brand name Humalog through its existing channels. On 27 February 2017, Lupin announced that its Japanese subsidiary Kyowa Pharmaceutical Industry Co., Ltd. and Astellas Pharma Inc. have entered into an agreement providing Kyowa the exclusive right to distribute and promote extended-release tablets of quetiapine fumarate in Japan. Astellas submitted a new drug application (NDA) with the Ministry of Health, Labour and Welfare in Japan for extended-release tablets of quetiapine fumarate for the indication of improvement of depressive symptoms associated with bipolar disorder. On 16 May 2017, Lupin announced that it has acquired the rights to market, promote and distribute Eli Lilly and Company's Erectile Dysfunction (ED) product, Cialis in India through its specialty field force. On 21 July 2017, Lupin announced the successful completion of a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Goa manufacturing facility without any observations. On 18 July 2017, Lupin announced the successful completion of a GMP inspection as well as a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Pithampur, Madhya Pradesh manufacturing facility - Unit 1 without any observations. On 31 July 2017, Lupin announced the completion of a PAI inspection (Prior Approval Inspection) carried out by the USFDA at its Aurangabad, Maharashtra manufacturing facility with one 483 observation. The observation was procedural in nature and corrected during the inspection itself. On 11 October 2017, Lupin announced that its US subsidiary, Lupin, Inc., has acquired Symbiomix Therapeutics, LLC, a privately held company focused on bringing innovative therapies to market for gynecologic infections that can have serious health consequences. The acquisition has been made for a cash consideration of USD 150 million including a USD 50 million upfront and other time-based payments. In addition, there are sales based contingent payments. Lupin said that the acquisition was funded from internal funds. On 7 November 2017,Lupin announced that the company has received a warning letter from the USFDA for its formulation manufacturing facilities at Goa and Indore (Pithampur Unit II). Lupin said that there will be no disruption of existing product supplies from either of these two locations. However, there will likely be a delay of new product approvals from these two facilities, Lupin said. The company said that it plans to address the concerns raised by the USFDA expeditiously and will work with the USFDA to resolve these issues at the earliest. As on 31 March 2018, the Company had 33 subsidiaries and a joint venture. Pursuant to the application made to the Registrar of Companies (ROC'), Bangalore, by Novel Clinical Research (India) Pvt. Ltd., wholly-owned subsidiary of the Company, for removal of its name from the Register of Companies w.e.f. 27 March 2018, the ROC, vide its Order dated 08 December 2018, struck-off the name of the company from the Register of Companies. As part of restructuring, Lupin Ukraine LLC, Ukraine and Gavis Pharmaceuticals, LLC, USA, wholly-owned subsidiaries of the Company, were liquidated effective 07 February 2019 and 26 March 2019, respectively. As on 31 March 2019, the Company had 31 subsidiaries and a joint venture. During the FY2020,the company divested its entire stake in Kyowa Criticare Co Ltd,Japan and Kyowa Pharmaceutical Industry Co Ltd,Japan,effective 30 September 2019 and 09 December 2019 respectively. Consequently both entities ceased to be subsidiaries of the company. As part of internal restructuring on 02 October 2019,Nanomi,B.V.Netherlands,wholly owned subsidiary of the company,was merged with Lupin Holdings,B.V.Netherlands,wholly owned subsidiary of the company,effective 01 April 2019 and its name was changed to Nanomi,B.V.Netherlands. The name of Lupin IP Ventures Inc,USA was changed to Lupin Management Inc,USA effective from 10 March 2020. As on 31 March 2020, the Company had 26 subsidiaries and a joint venture. As part of restructuring, Lupin Middle East FZ-LLC, UAE and Lupin Japan & Asia Pacific K.K., Japan were liquidated, effective 02 July 2020 and 17 December 2020, respectively. Lupin GmbH, Switzerland was merged with Lupin Atlantis Holdings SA, Switzerland, effective 21 September 2020. As part of business expansion, Lupin Biologics Limited, India and Lupin Oncology Inc., USA were incorporated on 28 January 2021 and 15 March 2021, respectively, as wholly owned subsidiaries of the Company. As on 31 March 2021, the Company had 25 subsidiaries and a joint venture. As on March 31, 2022, the Company had 28 subsidiaries and a joint venture. On 03 February 2022, the Company acquired Southern Cross Pharma Pty. Limited, in Australia, as its wholly owned subsidiary. It acquired brand portfolios from Anglo-French Drugs & Industries Limited and its Associates in April 2022. In FY 2022, it closed an alliance with Foncoo Pharmaceutical Co. in China to commercialize CNS medications, to continue offering affordable and accessible healthcare to the world. In FY 2022, the Company had three US FDA site re-inspections and its Goa facility was upgraded allowing to introduce new product from this site. In FY 2023, the Company introduced first Metered Dose Inhaler Luforbec and launched the orphan drug 'Namuscla'. Also, it acquired Medisol in France to enhance its injectables franchise. In FY23, the Company expanded Specialty business portfolio by incorporating two inhalation products, Xopenex and Brovana, which were acquired from Sunovion in October 2022.

Lupin Ltd Directors Reports

To the Members

Your Directors are pleased to present their report on business and operations of your Company for the year ended March 31, 2023.

(' in million)

Performance Review

Consolidated Revenue from Operations for the year ended March 31, 2023 was Rs 166416.6 million. International business contributed 60.4%. Consolidated profit before tax was Rs 7164.9 million. Net Profit after tax was Rs 4300.8 million, as against loss of Rs 15280.4 million in FY 2021 - 22. Earnings per share (Basic) stood at Rs 9.46.

Dividend

Your Directors recommend dividend of 200%

(Rs 4/- per equity share). The total dividend amount is Rs 1820.1 million.

Pursuant to Regulation 43A(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy has been hosted on the website of the Company www.lupin.com (weblink: https://www.lupin.com/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf.

Share Capital

Consequent to the allotment of 506321 equity shares of Rs 2/- each, during the year, to employees of the Company and its subsidiaries upon exercising vested options under various stock option plans, the paid-up share capital of the Company increased by Rs 1 million. The paid-up equity share capital as on March 31, 2023 was Rs 910 million.

Credit Rating

ICRA Limited ('ICRA') assigned the rating ‘A1+' (pronounced 'ICRA A one plus') for the Company's bank facilities of Rs 30000 million, which indicates very strong degree of safety regarding timely payment of financial obligations.

Subsidiary Companies/Joint Venture

As on March 31, 2023, the Company had 28 subsidiaries and a joint venture.

In compliance with the first proviso to Section 129(3) of the Companies Act, 2013 ('Act') and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance and financial position of each subsidiary and joint venture are given in Form No. AOC - 1 as Annexure ‘A' to this Report. Pursuant to Section 136 of the Act, financial statements of subsidiaries and a joint venture are available for inspection by Members at the registered office of the Company during business hours. The Company shall provide a copy of the financial statements of its subsidiaries and a joint venture to Members free of cost upon their request. The said financial statements are also available on the Company's website www.lupin.com.

Pursuant to Regulation 46(2)(h) of the Listing Regulations, policy for determining material subsidiaries has been hosted on the Company's website www.lupin.com (web link: https:// www.lupin.com/wp-content/uploads/2021/04/ policy-for-determining-material-subsidiaries.pdf. Nanomi B.V., the Netherlands ('Nanomi'), Lupin Atlantis Holdings SA, Switzerland ('LAHSA') and Lupin Pharmaceuticals, Inc., USA ('LPI'), are wholly owned material subsidiaries of the Company.

In compliance with Regulation 24(1) of the Listing Regulations, Mr. Mark D. McDade, Independent Director, is on the Board of Nanomi and Mr. Jean-Luc Belingard, Independent Director, is on the Boards of LAHSA and LPI.

Integrated Report

In the fast-evolving corporate landscape, Integrated Reporting is an ideal tool to explore value creation. The Integrated Report is focused on driving authentic, comprehensive and meaningful information covering all aspects of the Company's performance. It encompasses financial and non-financial information, to help Members have a better understanding of the Company's long-term perspective and take well-informed decisions.

The Report inter-alia covers the Company's strategy, governance framework, performance, prospects and value creation on the six forms of capital i.e. financial capital, human capital, manufacturing capital, social capital, intellectual capital and natural capital.

Management Discussion and Analysis

In compliance with Regulation 34(3) read with Schedule V(B) of the Listing Regulations, Management Discussion and Analysis forms part of the Integrated Report.

Corporate Governance Report

As stipulated by Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a report on Corporate Governance forms part of the Integrated Report. In terms of Schedule V(E) of the Listing Regulations, Auditors' certificate confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report. The Company is committed to benchmark itself with the highest standards of corporate governance and ethical practices.

Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report forms part of the Integrated Report.

Corporate Social Responsibility

Corporate Social Responsibility ('CSR') activities of the Company are mainly routed through its social responsibility arm Lupin Human Welfare and Research Foundation ('LHWRF'). LHWRF was established by Dr. Desh Bandhu Gupta, the founder Chairman of the Company, to serve the poor, outreaching the neediest and most excluded geographies in India. Over the last three decades, LHWRF has worked with 5,431 villages across nine states in India, positively impacting the lives of over twelve lakh families.

A detailed write-up on Company's initiatives towards CSR forms part of the Integrated Report.

The CSR Policy, approved by the Board of Directors, has been hosted on the Company's website www.lupin.com. Details of CSR activities undertaken by the Company are given in Annexure ‘B' to this Report.

Directors' Responsibility Statement

In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, to the best of their knowledge and belief your Directors confirm that: -

i) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state

of affairs of your Company at the end of the financial year March 31, 2023 and of the profit of your Company for the year;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements have been prepared on a going concern basis;

v) they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

As recommended by the Nomination and Remuneration Committee ('NRC'), the Board, at its meeting held on May 9, 2023, re-appointed Mr. Nilesh D. Gupta, Managing Director,

(DIN: 01734642), for a period of five years, effective September 1, 2023, subject to approval of Members, by way of an Ordinary Resolution at the ensuing Annual General Meeting ('AGM').

Mr. Nilesh D. Gupta is a Chemical Engineer from the University Department of Chemical Technology (UDCT), Mumbai and a graduate with honors from the Wharton School, University of Pennsylvania, USA, where he specialised in healthcare, strategic management and finance. Mr. Gupta has been instrumental in formulating and executing the core strategy that has helped the Company emerge as a global specialty and complex generics pharmaceutical powerhouse. Mr. Gupta is Member of the Audit Committee, Stakeholders' Relationship Committee, CSR Committee and Risk Management Committee.

Dr. Kamal K. Sharma, Non-Executive Vice Chairman, (DIN: 00209430), stepped-down from the Board of Directors of the Company effective October 14, 2022. Dr. Sharma was on the Board of the Company for over 19 years. He helped lead the Company in setting the vision and strategic direction, assessing inorganic growth initiatives, and mentoring senior management. The Company immensely benefited from his guidance, rich experience and advice.

The Board and the Management places on record their sincere appreciation for the services rendered by Dr. Sharma during his long association with the Company.

Ms. Christine Mundkur, Independent Director,

(DIN: 08408494), stepped-down from the Board of Directors of the Company, effective January 1,

2023, to avoid any conflict of interest since she joined the Board of Cardinal Health, USA as an Independent Director. The Company immensely benefited from her skills, expertise, competencies, wide experience in the pharma industry and valuable advice. The Board and the Management places on record their sincere appreciation for the services rendered by Ms. Mundkur during her association with the Company.

In accordance with the provisions of Section 152 of the Act, Mr. Ramesh Swaminathan, Executive Director, Global CFO & CRO and Head - Corporate Affairs, (DIN: 01833346), retires by rotation at the ensuing AGM and is eligible for re-appointment.

Mr. Ramesh Swaminathan brings to the Company rich experience of over three decades. In addition to having worked with the Company for over 13 years, he has also worked with reputed organisations in diverse industry sectors. Mr. Ramesh has worked with VST Industries Ltd., SPIC Group, Standard Chartered Bank, Henkel and L&T. As CFO, he has won several accolades with coveted awards being conferred on him. Mr. Ramesh is a qualified Chartered Accountant, Cost Accountant and Company Secretary. In addition to being a Lord Chevening Scholar, UK, Mr. Ramesh completed an advanced management program from INSEAD, France. He is Member of the Risk Management Committee of the Board. Mr. Ramesh is Chief Risk Officer of the Company and Member of its Leadership team.

In terms of Regulation 17(1A) of the Listing Regulations, approval of Members, vide Special Resolution shall be sought at the ensuing AGM of the Company, for the continuation of directorship of Mr. Jean-Luc Belingard, Independent Director, (DIN: 07325356), who shall attain the age of 75 years on October 28, 2023.

Mr. Jean-Luc Belingard, a French national, graduated from Ecole des Hautes Etudes Commerciales, France and completed Master of Business Administration from Cornell University, USA. Mr. Belingard started his career with Merck, Sharp and Dohme before moving to F. Hoffman-La Roche, Basel, Switzerland.

He was Member of the Executive Committee, F. Hoffman-La Roche and CEO, Roche Diagnostics, Basel, Switzerland. Mr. Belingard was CEO, bioMerieux-Pierre Fabre, France. He was Chairman & CEO, Ipsen Group, France. In the past, Mr. Belingard was also on the board of Laboratoire Pierre Fabre, France. Mr. Belingard joined bioMerieux S.A. as CEO and became its Chairman. He was a Member of the Bill and Melinda Gates Foundation. He is also Foreign Trade Advisor to the French Government. Mr. Belingard has been conferred upon the prestigious National Awards, Chevalier de I'Ordre National du Merite

and Chevalier de la Legion d'Honneur awards.

Mr. Belingard is Chairman of the Nomination & Remuneration Committee of the Company. He is also on the Boards of Lupin Pharmaceuticals, Inc., USA and Lupin Atlantis Holdings S.A., Switzerland, material subsidiaries of the Company.

In compliance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all Independent Directors have furnished declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year, eight Board meetings were held on May 18, 2022, June 15, 2022, August 3, 2022, October 7, 2022, October 10, 2022, November 9, 2022, December 21, 2022 and February 9, 2023, details of which, are given in the Corporate Governance Report which forms part of the Integrated Report.

Board Evaluation

In compliance with provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of each Director including Chairman as also Committees of the Board. In line with SEBI guidance note, board evaluation was carried out in a structured manner on qualitative parameters based on feedbacks on questionnaire. In terms of Regulation 17(10) of the Listing Regulations, performance evaluation of Independent Directors was carried out by the Board without the participation of the Director being evaluated.

The Independent Directors carried out performance evaluation of non-independent directors, the Board as a whole and Chairman of the Company.

In evaluating performance of the Board, criteria such as involvement in long-term strategic planning participation in Board and Committee meetings, Board composition and structure, effectiveness of Board processes, monitoring corporate governance practices, Board communication and relationship etc. were taken into consideration. Performance evaluation of Committees was reviewed by the Board after taking into account criteria viz. composition of Committees, attendance and participation, effectiveness of Committee meetings, fulfillment of functions assigned to the Committees, frequency and adequacy of time allocated for discussions at meetings, etc.

While evaluating the performance of individual Directors, criteria such as leadership qualities, qualifications, responsibilities shouldered, contributions at meetings, analytical skills, knowledge, attendance, preparedness on the issues discussed and also parameters such as, initiative, independent judgement, understanding the business environment/strategic issues were considered. The Board agreed to further improve the effectiveness and functioning of the Board and Committees.

Audit Committee

The Audit Committee comprises of Dr. Punita Kumar-Sinha (Chairperson), Mr. K. B. S. Anand, Independent Directors and Mr. Nilesh D. Gupta, Managing Director.

Dr. Kamal K. Sharma, Non-Executive Vice Chairman and Ms. Christine Mundkur, Independent Director were Members of the Audit Committee up to October 13, 2022 and December 31, 2022, respectively. Mr. Anand and Mr. Gupta were appointed Members of the Audit Committee w.e.f. October 13, 2022 and January 1, 2023, respectively.

Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. All recommendations made by the Audit Committee were accepted by the Board. The functions performed by the Committee, particulars of meetings held and attendance of the Members at the said meetings are mentioned in the Corporate Governance Report, which forms part of the Integrated Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee ('NRC'), formulated a Nomination and Remuneration Policy pertaining to remuneration of directors, key managerial personnel and senior management as stipulated by Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations.

The policy lays down guiding principles, philosophy and basis for recommending payment of remuneration to executive/non-executive directors and key managerial personnel. It includes criteria for determining qualifications, positive attributes and independence of directors. The NRC evaluates balance of skills, knowledge and experience of Independent Directors and recommends them to the Board for appointment as mentioned in the Policy. The functions of the NRC are disclosed in the Corporate Governance Report, which forms part of the Integrated Report. In compliance with proviso to Section 178(4) of the Act, the policy has been hosted on the Company's website www.lupin.com (web link: https://www.lupin.com/ wp-content/uploads/2023/04/nomination-and- remuneration-policy-LL-2023.pdf).

Related Party Transactions

All transactions entered by the Company with the related parties during the financial year were in the ordinary course of business and on an arm's length basis in accordance with the Act and Rules made thereunder and the Listing Regulations.

No transaction with related parties conflicted with the interests of the Company and that material related party transactions were entered into by the Company only with its subsidiaries. There is no pecuniary transaction with any director, apart from remuneration and sitting fees, which had potential conflict of interest with the Company. In compliance with the Act and Listing Regulations, the Independent Directors of the Audit Committee periodically review and approve related party transactions. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of particulars of contracts/arrangements entered into by the Company with related parties are given in Form No. AOC - 2, as Annexure ‘C' to this Report. As mandated by Regulation 46(2)(g) of the Listing Regulations, the policy on 'Related party transactions and materiality of related party transactions', as approved by the Board is available on the Company's website www.lupin. com and web link for the same is https:// www.lupin.com/wp-content/uploads/2022/03/ rpt-policy-03-02-2022.pdf

Risk Management

The Company has a consistent, structured and defined continuous process for identifying, assessing, deciding on responses to and reporting on critical 'risks that matter'. The Risk Management framework of the Company essentially comprises o two elements i.e. the process to identify, prioritise and manage risks adopting the value-based driver tree approach and risk mitigation action plan. The Risk Management framework applies to all business units, functions, geographies and departments within the Company. It compliments and does not replace other existing programs, such as those relating to emission, quality and compliance matters. Composition, frequency and quorum of meetings of the Risk Management Committee constituted by the Board is in compliance with Regulation 21 of the Listing

Regulations. Roles, responsibilities and functions of the Committee have been defined by the Board. Terms of reference of the Committee, details of meetings held and attendance thereat are mentioned in the Corporate Governance Report, which forms part of the Integrated Report. Mr. Ramesh Swaminathan, Executive Director, Global CFO & CRO and Head - Corporate Affairs, Chief Risk Officer, drives the ESG integration and adoption across the Company and brings a more nuanced understanding and blend of both ESG and business to the table.

Particulars of loans/guarantees/ investments/securities

In compliance with provisions of Section 134(3)(g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are disclosed in the notes to the financial statements forming part of the Integrated Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As stipulated by Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure ‘D' to this Report.

Human Resources

Employees are the most valuable assets of the Company. Providing support and care to the employees is part of the Company's DNA and it strives to create an environment conducive to their development. Systems, policies, technology and business functions of the Company are aligned with industry best practices which enables the Company to provide fair, professional and diverse work environment to its employees.

As stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee. Employees are regularly sensitized about matters pertaining to prevention of sexual harassment.

Employees Stock Options

Pursuant to provisions of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, details of stock options as on March 31, 2023, are given in Annexure ‘E' to this Report.

Vigil Mechanism/Whistleblower Policy

Your Company has established a reputation for conducting its business with uncompromising integrity by strictly abiding to well-accepted norms of ethical, lawful and moral conduct and has zero tolerance for any form of unethical behaviour.

In terms of Section 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has in place a robust Vigil mechanism/Whistleblower Policy for directors and employees to report concerns, details of which are covered in the Corporate Governance Report which forms part of the Integrated Report.

In compliance with Regulation 18(3) read with Schedule II Part C(18) of the Listing Regulations, the Audit Committee reviews the functioning of the Vigil mechanism/Whistleblower Policy.

Directors and employees are at liberty to report unethical practices and raise their concerns to the office of the Ombudsperson without any fear of retaliation or retribution. Complaints, including anonymous ones are investigated/examined by teams of strategic business unit heads/officers appointed by the Ombudsperson and the same are swiftly redressed. The office of the Ombudsperson has official authority to receive, respond and investigate all offences within the scope of this policy. No person has been denied access to the Chairperson of the Audit Committee.

During the year, the Ombudsperson received 22 complaints, mostly of minor nature.

The Vigil mechanism/Whistleblower Policy is hosted on the Company's website https:// www.lupin.com/wp-content/uploads/2022/02/ Whistleblower-Policy-Website.pdf.

Particulars of Employees Remuneration

Particulars of remuneration of employees required to be disclosed pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure ‘F' to this Report. Particulars of remuneration of employees, for the year ended March 31, 2023, required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report and shall be provided to Members upon written request pursuant to second proviso of Rule 5. Pursuant to provisions of Section 136(2) of the Act, particulars of remuneration of employees are available for inspection by Members at the

Registered office of the Company during business hours on all working days up to the date of the ensuing AGM.

Auditors

At the 39^th AGM held on Tuesday, August 10, 2021, Members re-appointed B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W/W-100022), as auditors of the Company, for a second term of five years from the conclusion of the 39^th AGM till the conclusion of the 44^th AGM. Pursuant to the provisions of Section 141 of the Act, the Company has received a certificate from B S R & Co. LLP, certifying that their appointment is in compliance with the conditions prescribed by the said Section. The Company continues to have unqualified audit reports.

Internal Audit

The in-house corporate internal audit team carries out Internal audit of the Company's operations.

The strength of the in-house corporate internal audit team is adequate to undertake audits. Local chartered accountant firms regularly conduct audits of Carrying & Forwarding Agents and Central Warehouses of the Company in India. Internal audit findings are presented at the Audit Committee meetings. Services of external auditors/specialist firms are engaged for undertaking special audit assignments, as required.

Cost Audit

In compliance with provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014 and as recommended by the Audit Committee, the Board of Directors, at its meeting held on May 18, 2022, appointed Mr. S. D. Shenoy, Practising Cost Accountant (FCMA No. 8318), as Cost Auditor, to conduct cost audit for the year ended March 31,

2023. Mr. Shenoy is a Cost Accountant as defined under Section 2(1)(b) of the Cost and Works Accountant Act, 1959 and holds a valid certificate of practice. Mr. Shenoy confirmed that he is free from the disqualifications specified in Section 141 read with Sections 139 and 148 of the Act and that his appointment meets the requirements prescribed in Sections 141(3)(g) and 148 of the Act. Mr. Shenoy also confirmed that he was independent, maintained an arm's length relationship with the Company and that no orders or proceedings were pending against him relating to matters of professional conduct before the Institute of Cost Accountants of India or any competent court/authority.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration of the cost auditor is required to be ratified by Members. Accordingly, the Members vide an ordinary resolution at the 40^th AGM held on August 3, 2022, ratified the remuneration payable to Mr. Shenoy, for conducting cost audit for the year ended March 31, 2023.

The Company has duly maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Pursuant to provisions of Section 148(6) of the Act read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, cost audit report, in Form No. CRA-4 (in XBRL mode), for the year ended March 31, 2022, was filed with the Ministry of Corporate Affairs, well within the prescribed time.

Secretarial Audit and Annual Secretarial Compliance Reports

At its meeting held on May 18, 2022, the Board of Directors appointed Ms. Neena Bhatia, Practising Company Secretary (FCS No. 9492 CP. No. 2661), to undertake Secretarial Audit and issue Annual Secretarial Compliance Report for the year ended March 31, 2023.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 9, 2023, took on record, the Secretarial Audit Report (Form No. MR-3) which is enclosed as Annexures ‘G' and ‘G-1' to this Report. The Company continues to have an unqualified Secretarial Audit Report.

In compliance with Regulation 24A(2) of the Listing Regulations, the Board, at its meeting held on May 9, 2023, took on record, the Annual

Secretarial Compliance Report for the year ended March 31, 2023. The Report, which is in the format suggested by The Institute of Company Secretaries of India ('ICSI'), confirms that the Company has maintained proper records as stipulated under various Rules and Regulations and that, no action has been taken against the Company or its material subsidiaries or promoters/directors by SEBI/BSE/ NSE. The Company shall disseminate the Report on the websites of BSE and NSE within the prescribed time.

Compliance with Secretarial Standards

The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2), including amendments thereto, issued by ICSI.

Annual Return

In compliance with Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for the year ended March 31, 2023, has been hosted on the Company's website www.lupin.com and web link for the same is https://www.lupin.com/investors/ reports-filings/.

Acknowledgements

Your Directors commend all employees of the Company for their dedication, commitment, hard work and contributions. The Board wishes to express its deep gratitude and looks forward to the continued support of the Central and State governments, banks, financial institutions, local bodies/associations, stakeholders, medical professionals, analysts and business associates.

For and on behalf of the Board of Directors

Lupin Ltd Company Background

Lupin Ltd Company Management

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Lupin Ltd Finished Product