Lupin Ltd Directors Report.

To the Members

Your Directors have pleasure in presenting their report on business and operations of your Company for the year ended March 31, 2021.

Financial Results

(Rs in million)

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 110559.3 110256.6 151629.6 153747.6
Other Income 1290.9 4751.9 1362.9 4837.6
Profit before interest, depreciation and tax 21731.5 23828.0 27031.7 28385.6
Less: Finance Costs 406.2 525.9 1406.4 3629.8
Less: Depreciation, amortisation and impairment expenses 5028.3 5187.5 8874.1 9702.2
Profit before share of Profit from Jointly Controlled Entity, exceptional items and Tax 16297.0 18114.6 16751.2 15053.6
Add: Share of Profit from Jointly Controlled Entity - - 13.3 39.4
Less: Exceptional Items - 7592.1 - 7520.7
Less: Provision for taxation (including deferred tax) 3710.8 3247.0 4485.2 11571.1
Profit/(Loss) after tax from continuing operations 12586.2 7275.5 12279.3 (3998.8)
Profit/(Loss) after tax from discontinued operations - - - 1301.0
Profit/(Loss) after tax and before non-controlling interest 12586.2 7275.5 12279.3 (2697.8)
Share of Profit/(Loss)attributable to Non-controlling Interest - - 114.0 (3.9)
Net Profit/(Loss) attributable to Shareholders of the Company 12586.2 7275.5 12165.3 (2693.9)

Performance Review

Consolidated Revenue from Operations for the year ended March 31, 2021 was Rs 151629.6 million. International business contributed 65%. Consolidated profit before exceptional items and tax was Rs 16751.2 million, higher by 11.3% over FY 2019 - 20. Net Profit after exceptional items and tax was Rs 12165.3 million, as against loss of Rs 2693.9 million in FY 2019 - 20. Earnings per share (Basic) stood at Rs 26.84.

COVID-19 Pandemic

The World Health Organization declared COVID-19 to be a pandemic. The Company adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruptions including remote working, maintaining social distancing, sanitization of workspaces etc. The Company considered internal and external information while finalizing various estimates in relation to its financial statements up to the date of their approval by the Board of Directors and has not identified any material impact on the carrying value of assets, inventories, receivables, borrowings, liabilities or provisions.

Since the Company deals with pharmaceuticals, which is classified as essentials, there has been no significant impact on the overall demand of the goods and its supply chain. The Company did not observe major delays in collections from customers and hence there was no significant increase in credit risk. The Companys liquidity position is adequate to service all its near-term debts and other financing arrangements/liabilities. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID-19 situation evolves in India and globally. The Company will continue to closely monitor any material changes to future economic conditions. With a view to facilitate the upkeep of good health for its employees across India, the Company extended a medical outreach program - L I B E R A T E (Lupins Initiative to Bring Covid19 Education & provide Recommendations for Advocacy, testing & Treatment assistance to Employees) for those who wished to seek medical assistance during lockdown.

Dividend

Your Directors are pleased to recommend higher dividend of 325% (Rs 6.50 per equity share) as against 300% (Rs 6/- per equity share) of the previous year. The total dividend amount is Rs 2949.2 million.

In compliance with Regulation 43A(1) of the 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, (web link: https:// www.lupin.com/wp-content/uploads/2021/04/ dividend-distribution-policy.pdf).

Share Capital

During the year, the paid-up share capital of the Company increased by Rs 1.4 million consequent to the allotment of 682012 equity shares of Rs 2/- each to eligible employees of the Company and its subsidiaries on exercising options under various stock option plans. Paid-up equity share capital as on March 31, 2021 was Rs 907.4 million.

Credit Rating

ICRA Limited (ICRA) continued to maintain the rating ‘A1+ (pronounced ICRA A one Plus) for the Companys short-term credit facilities of Rs 15000 million, indicating very strong degree of safety regarding timely payment of financial obligations.

Subsidiary Companies/Joint Venture

As on March 31, 2021, the Company had 25 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 July 2, 2020 and December 17, 2020, respectively. Lupin GmbH, Switzerland was merged with Lupin Atlantis Holdings SA, Switzerland, effective September 21, 2020.

The Board of Directors approved the entry into diagnostic business through Lupin Healthcare Limited, wholly owned subsidiary of the Company.

As part of business expansion, Lupin Biologics Limited, India and Lupin Oncology Inc., USA were incorporated on January 28, 2021 and March 15, 2021, respectively, as wholly owned subsidiaries of the Company.

The Companys Biotech division is based out of Pune. Lupin Biologics Limited was incorporated with a vision to produce affordable and accessible high-quality biologics for patients globally.

The Company successfully developed Biosimilar for Etanercept (Enbrel) for global markets and has in pipeline, several projects in various phases of development which hold market potential.

With a view to have a greater focus on the Oncology pipeline, Lupin Oncology Inc., USA, was incorporated which will engage in development/co-development and commercialization of various oncology products.

Pursuant to 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 the provisions of Section 136 of the Act, financial statements of subsidiaries and joint venture are available for inspection by Members at the Registered Office of the Company during business hours. The Company shall provide free of cost, a copy of the financial statements of its subsidiaries and joint venture to Members upon their request. The said financial statements are also available on the Companys website www.lupin.com.

In compliance with Regulation 46(2)(h) of the Listing Regulations, policy for determining material subsidiaries has been hosted on the Companys website www.lupin.com (web link: https:// www.lupin.com/wp-content/uploads/2021/04/ policy-for-determining-material-subsidiaries.pdf).

Integrated Report

The Company has voluntarily provided its maiden Integrated Report encompassing financial and non-financial information, to help Members take well-informed decisions and have a better understanding of the Companys long-term perspective. The Report inter-alia covers Companys strategy, governance framework, performance and value creation based 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 this Integrated Report.

Corporate Governance Report

Your Directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Integrated Report. As stipulated by Schedule V(E) of the Listing Regulations, Auditors certificate confirming compliance with the conditions of corporate governance is annexed to the said Report.

Business Responsibility Report

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

Corporate Social Responsibility (CSR)

CSR activities are carried out through Lupin Human Welfare & Research Foundation (LHWRF) and Lupin Foundation, CSR arms of the Company. LHWRF, which undertakes rural development, has experience of implementing social projects for over three decades. LHWRF, through 20 centres, has a presence in about 5431 villages located in 77 blocks of 23 districts spread across 9 states. The Company broadly undertakes the following CSR activities: -

• Economic Development Programs;

• Social Development Programs;

• Rural Infrastructure Development Programs;

• Learn & Earn Programs;

• Natural Resource Management; and

• Disaster Relief and Mitigation.

LHWRF has done remarkable work for Covid relief and transiting migrant workers.

On January 22, 2021, the Ministry of Corporate Affairs notified Section 21 of the Companies (Amendment) Act, 2019 and Section 27 of the Companies (Amendment) Act, 2020, whereby the provisions of Section 135 of the Act were amended. In terms of the amended provisions, unless the unspent CSR amount relates to any ongoing project, the same shall be transferred to a Fund specified in Schedule VII of the Act, within six months from the end of the financial year. Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the year, the amount required to be spent by the Company @ 2% for FY 2020-21 is Rs 346.6 million. The Company spent Rs 351.1 million on various CSR activities.

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

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, 2021, 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, 2021 and of the profit of your Company for that 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

Pursuant to the provisions of Section 152 of the Act, Dr. Kamal K. Sharma (DIN: 00209430),

Vice Chairman, retires by rotation at the forthcoming Annual General Meeting (AGM) and is eligible for re-appointment.

Mr. R. A. Shah (DIN: 00009851), Mr. Richard Zahn (DIN: 02937226), Dr. K. U. Mada (DIN: 00011395) and Mr. Dileep C. Choksi (DIN: 00016322), Independent Directors, retired at the conclusion of the 38th Annual General Meeting held on August 12, 2020, on completion of their second terms as Independent Directors of the Company. The Board and the Management sincerely appreciates and places on record its gratitude for the significant contributions made by Mr. Shah, Mr. Zahn,

Dr. Mada and Mr. Choksi during their association with the Company.

Mr. K. B. S. Anand (DIN: 03518282) and Dr. Punita Kumar-Sinha (DIN: 05229262) were appointed as Independent Directors and designated as Additional Directors effective August 12,

2020. Mr. Robert Funsten (DIN: 08950420) and Mr. Mark D. McDade (DIN: 09037255) were appointed as Independent Directors and designated as Additional Directors effective November 10, 2020 and January 28, 2021, respectively.

Pursuant to the provisions of Sections 149 and 152 of the Act, the Members, vide Ordinary Resolutions passed through Postal Ballot, the results of which were declared on March 17, 2021, approved, the appointments of Mr. Anand and Dr. Kumar-Sinha, as Independent Directors of the Company, for a period of five years, effective August 12, 2020;

Mr. Robert Funsten, as an Independent Director of the Company, for a period of six months, effective November 10, 2020; and Mr. Mark D. McDade, as an Independent Director of the Company, for a period of five years, effective January 28, 2021.

Mr. Anand is a B. Tech (Mech. Engineering) from Indian Institute of Technology, Mumbai, and PGDM, Indian Institute of Management, Kolkata.

He is well versed with managing board dynamics.

Mr. Anand was nominated as the Best CEO - Private Sector at the Forbes Leadership Awards in 2016 and was awarded the Qimpro Gold Standard in Business for Quality in 2017.

Dr. Kumar-Sinha has a Ph.D. and Masters in Finance from the Wharton School, University of Pennsylvania. She has an MBA and is a CFA charter holder.

Dr. Kumar-Sinha received her undergraduate degree in Chemical Engineering with distinction from the Indian Institute of Technology, New Delhi. She has focused on investment management and financial markets during her 30-year career. Dr. Kumar-Sinha has significant governance and Board experience.

Mr. Robert Funsten is Counsel in the Corporate Practice Group of the law firm Brown Rudnick LLP in the USA. He has over 25 years experience working with and advising life sciences companies in transactional, M & A and other matters. Mr. Funsten received a J.D. from Stanford Law School and a B.A., magna cum laude from the University of California, Los Angeles.

Mr. McDade is a highly accomplished executive with excellent operating and leadership skills. During a biopharmaceutical career spanning over more than 37 years, he has held a progression of COO and CEO roles in complex businesses. Mr. McDade completed B.A. in history from Dartmouth College and MBA from Harvard Business School.

At the 37th AGM held on August 7, 2019,

Ms. Christine Mundkur was appointed as an Independent Director to hold office till the conclusion of the 39th AGM. Pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Act and Rules made thereunder and as recommended by the Nomination & Remuneration Committee, Ms. Mundkur is being re-appointed as an Independent Director, to hold office for a period of five years after the conclusion of the 39th AGM i.e. up to August 10, 2026. Her appointment is subject to approval by the Members vide a Special Resolution at the 39th AGM. Ms. Mundkur has consented for being appointed as an Independent Director and has confirmed that she is not disqualified from being appointed as a Director. She has also submitted declaration as regards Independent status vis-a-vis 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 submitted 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 R e g u l ations and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year, six Board meetings were held, on May 28, 2020, August 6, 2020, August 12, 2020, November 4, 2020, January 28, 2021 and March 10, 2021, the details of which, are given in the Corporate Governance Report which forms part of this Integrated Report.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, an annual performance evaluation was carried out by the Board of its own performance, Directors individually and Committees of the Board. Performance evaluation of the Board and Committees was done by the Board after seeking inputs from all Directors, inter-alia covering different criteria, viz. adequacy and composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, observance of governance and contributions of Directors at Board and Committee meetings. In evaluating the performance of individual Directors, criteria such as leadership qualities, qualifications, responsibilities shouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personal relationships and attendance at meetings was taken into consideration.

In compliance with Regulation 17(10) of the Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.

The performance evaluation was carried out based on parameters such as, initiative, contributions, independent judgement, understanding the business environment and understanding of strategic issues. Independent Directors are a diversified group of recognised professionals with wide horizon of knowledge, competence and integrity, who express their opinions freely and exercise their own judgements in decision-making. Overseas Independent Directors have international perspectives and bring them to bear upon during Board deliberations. There is no conflict of interest of Independent Directors with the Company.

Audit Committee

Up to August 12, 2020, the Audit Committee comprised three non-executive directors, i.e.

Dr. K. U. Mada, Independent Director, Chairman,

Dr. Kamal K. Sharma, Vice Chairman and Mr. Dileep C. Choksi, Independent Director. Dr. Mada and Mr. Choksi, retired at the conclusion of the 38th AGM, on completion of their second terms as Independent Directors of the Company.

Effective August 25, 2020, the Audit Committee was reconstituted and comprises Dr. Punita Kumar-Sinha, Independent Director, Chairperson, Dr. Kamal K. Sharma and Ms. Christine Mundkur, Independent Director. Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. The functions performed by the Audit Committee, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report, which forms part of this Integrated Report. All recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendation of the Nomination and Remuneration Committee, the Board formulated a Policy relating to the remuneration of Directors,

Key Managerial Personnel and Senior Management. The policy lays down the guiding principles, philosophy and basis for recommending payment of remuneration to the executive/non-executive Directors. It includes criteria for determining qualifications, positive attributes and independence of directors and other matters. The functions of the Committee are disclosed in the Corporate Governance Report, which forms part of the Integrated Report. In terms of proviso to Section 178(4) of the Act, the Nomination and Remuneration Policy has been hosted on the Companys website www.lupin.com, (web link: https://www.lupin.com/ wp-content/uploads/2021/04/nomination-and- remuneration-policy-ll-final.pdf).

Related Party Transactions

All transactions entered by the Company with related parties during the financial year, were in the ordinary course of business and on an arms length basis.

No related party transaction was in conflict with the interests of the Company. The Audit Committee periodically reviews and approves related party transactions. Material related party transactions were entered into by the Company only with its subsidiaries. As stipulated by 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. Apart from remuneration, sitting fees and commission, there is no pecuniary transaction with any Director, which had potential conflict of interest with the Company. As stipulated by Regulation 46(2)(g) of the Listing Regulations, the policy on dealing with related party transactions, as approved by the Board, has been hosted on the Companys website www.lupin.com and web link for the same is https://www.lupin.com/wp-content/ uploads/2021/04/policy-related-party-transactions. pdf.

Risk Management

In compliance with Regulation 21 of the Listing Regulations, Risk Management Committee comprising Dr. Kamal K. Sharma, Vice Chairman, Ms. Vinita Gupta, Chief Executive Officer, Mr. Nilesh D. Gupta, Managing Director,

Mr. Ramesh Swaminathan, Executive Director,

Global CFO and Head Corporate Affairs and Mr. Sunil Makharia, President - Finance, has been constituted. The Company has in place a Risk Management framework which defines the roles and responsibilities at various levels in the organization. The ongoing review process in line with the framework helps in identifying the critical risks that matter and focusing on emerging risks in the business environment. The Committee ensures that there is a robust process of identifying key risks based on the probability of occurrence, its potential business and financial impact and volatility along with focus on arriving at mitigation plans and its implementation. Constitution of the Committee, its terms of reference, details of meeting held and attendance thereat are mentioned in the Corporate Governance Report, which forms part of the Integrated Report. The Company was awarded Masters of Risk in Pharma & Healthcare category at India Risk Management Awards 7th Edition by CNBC-TV18.

Particulars of loans/guarantees/ investments/securities

In compliance with the provisions of Section 134(3)(g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of this 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, particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in Annexure ‘D to this Report.

Human Resources

The Company considers human resources as invaluable assets. The Company has had the honor of being consistently recognised as Great Place to Work. The Company was ranked No. 1 in the Biotech and Pharma and amongst Top 50 large organisations in the list of top 100 - Great Place to Work™ for 2019-20. The Companys people-first approach, providing best-in-class work environment and advanced learning initiatives were the key drivers behind these achievements.

As mandated 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 the provisions of Regulation 14(B) of the SEBI (Share Based Employee Benefits) Regulations, 2014, details of stock options as on March 31, 2021, are given in Annexure ‘E to this Report.

Vigil Mechanism/Whistleblower Policy

Over the years, the Company established a strong reputation for doing business with integrity and has displayed zero tolerance for any form of unethical conduct or behaviour. In compliance with the provisions 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 established a Vigil mechanism/Whistleblower Policy for Directors and employees to report genuine concerns. As mandated by 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. The Company adheres to uncompromising integrity in conduct of its business and strictly abides by well-accepted norms of ethical, lawful and moral conduct. 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 units heads/officers appointed by the Ombudsperson and are swiftly redressed. During the year, the Ombudsperson received 21 complaints which were investigated and dealt with according to the Ombudsperson Policy and no complaints were pending. Vigil mechanism/Whistleblower Policy is hosted on the website of the Company www.lupin.com. Policies on Code of Conduct and Prevention of Sexual Harassment are on the internal portal of the Company.

Particulars of Employees Remuneration

Disclosure of particulars of remuneration of employees as stipulated by 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. Statement containing particulars of remuneration of employees for the year ended March 31, 2021 required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report. The same 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 forthcoming AGM.

Auditors

The Company continues to have an unqualified Audit Report.

At the 34th AGM held on Wednesday, August 3, 2016, Members appointed B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W/W-100022), as Statutory Auditors of the Company, for a period of five years from the conclusion of the 34th AGM till the conclusion of the 39th AGM.

As recommended by the Audit Committee, the Board of Directors approved the re-appointment of B S R & Co. LLP as Statutory Auditors of the Company, for a period of five years from the conclusion of 39th AGM till the conclusion of the 44th AGM or any adjournment thereof subject to approval of the Members at the ensuing AGM.

Pursuant to the provisions of Sections 139(1) and 141 of the Act, the Company has received a Certificate from B S R & Co. LLP, certifying that, if appointed, their appointment would be as per the conditions prescribed by the said Sections.

Internal Audit

The Corporate Internal Audit team carried out Internal audit of the Companys operations.

The strength of the in-house Internal Audit team is adequate to undertake the audit function.

Local Chartered Accountant firms conduct audits of Carrying & Forwarding Agents and Central Warehouses of the Company in India. Internal audit findings are discussed at presentations made at the Audit Committee meetings and corrective actions taken.

Cost Audit

In compliance with the 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 28, 2020, appointed Mr. S. D. Shenoy, Practising Cost Accountant (FCMA No. 8318), as Cost Auditor to conduct cost audit for the year ended March 31, 2021. 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 was free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act and that his appointment met the requirements of Sections 141(3)(g) and 148 of the Act. Mr. Shenoy also confirmed that he was independent, maintained an arms length relationship with the Company and that no orders or proceedings were pending against him relating to professional matters of conduct before the Institute of Cost Accountants of India or any competent authority/court.

In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to Mr. Shenoy, for conducting Cost Audit for the year ended March 31, 2021, was ratified by Members, by passing an Ordinary Resolution at the 38th AGM held on August 12, 2020.

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

As stipulated by 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 (XBRL mode), for the year ended March 31, 2020, under the head Drugs and Pharmaceuticals was filed with the Central Government on December 16, 2020, well within the prescribed time.

Secretarial Audit

As stipulated by Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of Directors, at its meeting held on May 28, 2020, appointed Ms. Neena Bhatia, Practising Company Secretary (FCS No. 9492 CP. No. 2661) to undertake Secretarial Audit of the Company for the year ended March 31, 2021. Secretarial Audit Report in prescribed Form No. MR-3 is enclosed as Annexures ‘G and ‘G-1 to this Report. The Company continues to have an unqualified Secretarial Audit Report.

Annual Secretarial Compliance Report

In compliance with Circular No. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, issued by the Securities and Exchange Board of India, the Board of Directors, at its meeting held on May 28, 2020, appointed Ms. Neena Bhatia, Practising Company Secretary (FCS No. 9492 CP. No. 2661), for issuing Annual Secretarial Compliance Report for the year ended March 31, 2021. The Report, which was presented at the Board Meeting held on May 12, 2021, confirmed 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 disseminated the Report on the websites of BSE and NSE.

Compliance with Secretarial Standards

The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Annual Return

In compliance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for the financial year ended March 31, 2021 has been hosted on the Companys website www.lupin.com and web link for the same is: https://www.lupin.com/investors/reports-filings/.

Acknowledgements

Your Directors mourn the loss of lives due to COVID-19 pandemic and are deeply grateful and with immense respect, convey their sincere appreciation to all employees of the Company for their excellent commitment, dedication, contribution and hard work. They also acknowledge and express their deep gratitude for the whole-hearted support received by the Company from various departments of the Central and State governments, banks, financial institutions, suppliers, distributors, customers, business associates, medical professionals, analysts and members.

For and on behalf of the Board of Directors

Manju D. Gupta Chairman

(DIN: 00209461)

Mumbai, May 12, 2021