Director Report

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