Lupin Ltd

Your Directors are pleased to present their report on business and operations of your Company for the financial year ended March 31, 2026.

On a consolidated basis, revenue from operations for FY26 was 279,580.3 million, higher by 23.1% over FY25. The profit before tax for FY26 was 68,725.5 million, higher by 71.2% over FY25. Profit after tax for FY26 was 53,554.7 million, higher by 62.0% over FY25. Earnings per share (basic) for FY26 stood at 116.75, as against 71.95 for FY25.

Detailed information on the Company's operations, major developments, and overall state of affairs is presented in the Management Discussion and Analysis section, which forms an integral part of this Integrated Report.

Your Directors are pleased to recommend a final dividend of

18/- per equity share of 2/- each i.e., 900%, for the financial year ended March 31, 2026 (Previous year: 12/- per equity share i.e. 600%). The said dividend, if approved, by the Members at the ensuing Annual General Meeting ("AGM"), shall be paid subject to deduction of income tax at source, as applicable, and will entail a cash outflow of approximately 8,229.2 million.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy outlining the key factors that will be considered by the Board while recommending or declaring dividends. The Policy is uploaded on the website of the Company and can be accessed at https:// www.lupin.com/investors/policies/.

During the year under review, the Company has not transferred any amount to reserves.

During the year under review, the paid-up share capital of the

Company increased by 1.2 million, consequent to the allotment of 614,066 equity shares of 2/- each, to eligible employees of the Company and its subsidiaries upon exercise of vested options granted under the various stock option plans. The equity shares allotted pursuant to the various stock option plans rank pari-passu with the existing equity shares of the Company. The paid-up share capital as on March 31, 2026 was 914.4 million, consisting of 45,71,79,111 equity shares of 2/- each.

ICRA Limited ("ICRA") has re-affirmed the ‘A1+' rating (pronounced ‘ICRA A one plus') for the Company's short-term fund-based/non-fund based facilities aggregating 30,000 million, indicating a very strong degree of safety with respect to the timely servicing of financial obligations.

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("the Act") and the Rules framed thereunder and accordingly there were no deposits lying unpaid or unclaimed as on March 31, 2026.

The particulars of investments made, loans and guarantees given and securities provided under Section 186 of the Act are disclosed in the notes to the Standalone Financial Statements forming part of this Integrated Report.

Pursuant to the provisions of Section 129(3) of the Act and the relevant provisions of the Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies and Joint Venture, forms part of this Integrated Report. The Consolidated Financial Statements have been prepared in accordance with the relevant Indian Accounting Standards prescribed under Section 133 of the Act.

As on March 31, 2026, your Company had 33 Subsidiaries and a Joint Venture. During the year under review, Lupin Healthcare (UK) Limited, a wholly owned subsidiary of the Company, acquired the entire share capital of Renascience Pharma Limited, United Kingdom effective April 02, 2025.

Nanomi B.V., the Netherlands ("Nanomi") wholly owned subsidiary of the Company, had entered into a definitive agreement to acquire the entire share capital of VISUfarma B.V., ("VISUfarma") headquartered in Amsterdam, the Netherlands on September 28, 2025. Multicare Pharmaceuticals Philippines, Inc. ("MPPI"), a subsidiary of Nanomi, had bought back 2,813,811 equity shares from some of its existing shareholders. Nanomi did not participate in the said buyback. The said buyback resulted in an increase in Nanomi's shareholding in MPPI from 51.0% to 56.3% with effect from March 30, 2026.

After the end of the financial year, following events took place:

• The acquisition of 100% of the share capital of VISUfarma by Nanomi was completed on April 01, 2026. Consequently, VISUfarma and its six wholly owned subsidiaries became wholly owned subsidiaries of Nanomi from that date.

• Nanomi has entered into definitive agreements on April 01, 2026, to purchase 11,794,497 equity shares from some of the existing shareholders of MPPI, aggregating to 43.4% of total outstanding paid-up shares, with the intention of eventually making MPPI a wholly owned subsidiary.

• The Company incorporated Lupin (Thailand) Limited as a wholly owned subsidiary in Thailand on April 17, 2026, with the objective of expanding its pharmaceutical business.

Pursuant to the provisions of Section 129(3) of the 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 which is annexed to this Report as Annexure ‘A'. Pursuant to Section 136 of the Act, the financial statements of subsidiaries and joint venture are available for inspection at the Company's registered office during business hours and shall be furnished to Members on request. The said financial statements are also uploaded on the website of the Company and can be accessed at https://www.lupin.com/investors/financial-statements-of-subsidiaries.

Pursuant to Regulation 46(2) of the Listing Regulations, Policy for determining material subsidiaries is uploaded on the website of the Company and can be accessed at https://www.lupin. com/investors/policies/. Nanomi, Lupin Atlantis Holdings SA, Switzerland ("LAHSA"), Lupin Pharmaceuticals Inc., USA ("LPI") and Lupin Inc., USA, are the wholly owned material subsidiaries of the Company. Pursuant to the requirements of Regulation 24(1) of the Listing Regulations, Mr. Mark D. McDade, Independent Director, has been appointed as a Director on the Boards of Nanomi, LAHSA and LPI. Additionally, Mr. Jeffrey Kindler and Mr. Alfonso Zulueta, Independent Directors, have been appointed on the Board of LPI.

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm that, to the best of their knowledge and belief: -i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanations relating to material departures; ii) we have 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 on March 31, 2026 and of the profit of your Company for the period ended on that date; iii) we 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 accounts have been prepared on a going concern basis; v) we have laid down proper internal financial controls and that the same are adequate and were operating effectively; and vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In terms of Regulation 34 read with Schedule V(B) of the Listing Regulations, a separate section on Management Discussion and Analysis, inter-alia outlining in detail, the operations, major developments and overall state of affairs of the Company, forms part of this Integrated Report.

Your Company is committed to uphold the highest standards of corporate governance. Pursuant to Regulation 34 read with Schedule V(C) of the Listing Regulations, the Corporate Governance Report forms part of this Integrated Report. A certificate from the Statutory Auditors, as required under Schedule V(E), confirming compliance with the conditions of corporate governance, is annexed thereto.

Pursuant to the provisions of Regulation 34 of the Listing Regulations read with the relevant SEBI Circulars, the Business Responsibility and Sustainability Report ("BRSR") forms part of this Integrated Report. The BRSR outlines the Company's initiatives and performance from an environmental, social, and governance (ESG) perspective. The Company has engaged DNV Business Assurance India Private Limited ("DNV") to provide assurance on the BRSR Core indicators.

The Company has prepared an Integrated Report in accordance with the Integrated Reporting Framework, with the objective of providing stakeholders with a comprehensive and holistic view of the financial and non financial performance. The Report outlines the Company's Environment, Social and Governance (ESG) approach, including related management practices, targets, and resultant impacts. It inter-alia addresses the Company's strategy, performance, prospects, and governance framework across the six capitals, namely Financial, Manufacturing, Intellectual, Human, Natural, and Social & Relationship Capital. DNV has been engaged to provide an independent assurance of the non financial information disclosed in the Integrated Report in alignment with the Global Reporting Initiative Standards.

As on March 31, 2026, the Board comprises of ten Directors, out of which six are Independent Directors, three are Executive Directors and one is a Non-Executive Director.

Mr. Jean Luc Belingard (DIN: 07325356) and Dr. Punita Kumar-Sinha (DIN: 05229262) completed their respective terms as Independent Directors of the Company on August 11, 2025. The Board places on record its sincere appreciation for their valuable contributions, guidance and services rendered during their tenure. At the Forty-Third AGM held on August 11, 2025, the Members approved, by Special Resolutions, the appointment of Ms. Punita Lal (DIN: 03412604) as an Independent Director for a term of five consecutive years effective May 14, 2025, and the re-appointment of Mr. K. B. S. Anand (DIN: 03518282) as an Independent Director for a second term of five consecutive years effective August 12, 2025. Further, the Members, vide a Special Resolution passed through Postal Ballot on September 25, 2025, approved the re-appointment of Mr. Mark D. McDade (DIN: 09037255) as an Independent Director of the Company for a second term of five consecutive years with effect from January 28, 2026.

To enhance Board diversity and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board at its meeting held on January 06, 2026, approved the appointment of Mr. Anand Kripalu (DIN: 00118324) as an Additional Director and Non-Executive, Independent Director for a term of five consecutive years effective February 01, 2026. The Members subsequently approved his appointment as an Independent Director for the said term through a Special Resolution passed by Postal Ballot on February 13, 2026. The NRC reviewed the Board's composition, skills, knowledge, and experience of Directors, and recommended above mentioned appointment/re-appointments to the Board. In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Nilesh D. Gupta (DIN: 01734642), who retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The agenda items with respect to the re-appointment of Mr. Nilesh D. Gupta, along with brief resume, expertise and other details as required in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, forms part of the Notice convening the ensuing AGM.

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rules made thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2026:

1. Ms. Vinita Gupta, Chief Executive Officer;

2. Mr. Nilesh D. Gupta, Managing Director;

3. Mr. Ramesh Swaminathan, Executive Director, Global CFO, Head of IT and API Plus SBU; and

4. Mr. Amit Kumar Gupta, Company Secretary.

Pursuant to the provisions of Section 149(6) and (7) of the Act and Regulation 16 of the Listing Regulations, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence, as prescribed under the provisions of the Act and Listing Regulations and that they are not aware of any circumstances or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Board of Directors of the Company has taken on record the declarations submitted by the Independent Directors after due assessment of the same. In the opinion of the Board, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity. The Independent Directors have confirmed that they have registered themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and they are compliant with the provisions of online proficiency test as prescribed thereunder. Besides commission and sitting fees paid to the Independent Directors during FY2025-26, the Company had no pecuniary relationship or transactions with them.

The Company is committed to create long term value for its stakeholders through robust corporate governance practices. Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 17(10) of the Listing Regulations, an annual performance evaluation of the Board of Directors, that of its Committees and the individual Directors including the Chairperson was undertaken during the year under review. The performance evaluation of Independent Directors was carried out by the Board, excluding the participation of the Director being evaluated. The Board evaluation was conducted using a structured questionnaire developed in accordance with the evaluation criteria prescribed by the NRC. To ensure fairness, objectivity, and an unbiased assessment of all Directors, the Company had engaged an independent external agency to facilitate the evaluation process.

The performance evaluation of the Board was conducted on a comprehensive framework embracing, inter alia, its composition and diversity, frequency and conduct of meetings, quality and timeliness of information, relational dynamics, and effectiveness in overseeing strategic, governance, and operational matters. The Committees were evaluated with reference to their structure and diversity, effectiveness of meetings, independence, co-ordination with the Board, fulfillment of assigned responsibilities, and adequacy of information flow. Individual Directors were assessed on parameters including qualifications, attendance and preparedness, quality of participation, independence of judgment, domain expertise, integrity, teamwork, strategic input, communication, leadership, and analytical abilities. The action points identified pursuant to the evaluation process are currently being implemented.

In terms of Schedule IV of the Act and the Listing Regulations, a separate meeting of the Independent Directors was convened on March 19, 2026, chaired by Mr. Mark D. McDade, Lead Independent Director. The meeting, inter-alia, reviewed and evaluated the performance of the Chairperson, the Non-Independent Directors and the Board as a whole. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, so as to enable the Board to effectively and reasonably perform their duties. The Independent Directors also interacted with the Statutory Auditors at the said meeting. The suggestions and feedback emerging from the discussions of the said meeting were placed before the Board, and the resultant action points have been reviewed and are being implemented.

The details of the induction and familiarization programme for Independent Directors are disclosed in the Corporate Governance Report, which forms part of this Integrated Report and is also uploaded on the website of the Company and can be accessed at https://www.lupin.com/investors/policies/.

Pursuant to Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, the Board of Directors, based on the recommendation of the NRC, has adopted a Nomination and Remuneration Policy. The Policy sets out the guiding principles and framework for recommending the appointment of, and remuneration payable to, Directors, Key Managerial Personnel, Senior Management and other employees. It also prescribes the criteria for determining the qualifications, positive attributes and independence of Directors. In accordance with the Policy, the NRC evaluates the overall balance of skills, knowledge and experience on the Board and, thereafter, recommends the appointment/ re-appointment of Independent Directors to the Board.

In compliance with proviso to Section 178(4) of the Act, the Nomination and Remuneration Policy is uploaded on the website of the Company and can be accessed at https://www.lupin.com/ investors/policies/.

During the year under review, the Board of Directors met eight times. The details of the board meetings and composition of Board are disclosed in the Corporate Governance Report, which forms part of this Integrated Report.

During the year under review, the Audit Committee met eight times. The details of the meetings, composition and terms of the reference of the Committee are disclosed in the Corporate Governance Report, which forms part of this Integrated Report. All the recommendations of the Audit Committee were accepted by the Board.

B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the Thirty-Ninth AGM till the conclusion of the Forty-Fourth AGM. Accordingly, B S R & Co. LLP will be completing their second term as Statutory Auditors on the conclusion of the ensuing Forty-Fourth AGM. The Statutory Auditors' report on the Standalone and Consolidated Financial Statements for financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 07, 2026 has recommended the appointment of Deloitte Haskins & Sells Chartered Accountants LLP (Firm Registration No.: 117364W/ W100739) ("Deloitte") as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of ensuing Forty-Fourth AGM till the conclusion of Forty-Ninth AGM of the Company to be held in the year 2031. The Company has received from Deloitte the written consent and eligibility certificate required under Sections 139, 141 and other applicable provisions of the Act and the Rules made thereunder. They have also provided a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under the Listing Regulations.

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records and have the same audited by a qualified Cost Accountant. The Company has prepared and maintained the cost records in accordance with the provisions of the Act and the Rules made thereunder.

Mr. Suresh D. Shenoy, Cost Accountant (FCMA No. 8318) was appointed as the Cost Auditor for the financial year 2025-26. He will submit the Cost Audit Report for the said financial year within the prescribed statutory timelines.

The Cost Auditors' Report for financial year 2024-25 did not contain any qualification, reservation, adverse remark or observation. During the year under review, the said Cost Audit Report was filed with the Ministry of Corporate Affairs within the prescribed statutory timeline.

The Board of Directors, on the recommendation of the Audit Committee, at its meeting held on May 07, 2026, re-appointed Mr. Suresh D. Shenoy, Cost Accountant (FCMA No. 8318), as the Cost Auditor of the Company for the financial year 2026–27 and has recommended his remuneration for ratification by the Members at the ensuing AGM. Mr. Shenoy has provided his consent and confirmed his eligibility, stating that he is not disqualified from being appointed as the Cost Auditor for the said financial year.

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rules made thereunder, the Members, at the Forty-Third AGM held on August 11, 2025, approved the appointment of Makarand M. Joshi & Co., Company Secretaries, a peer reviewed firm (Firm Registration No. P2009MH007000), as the Secretarial Auditors of the Company for a term of five consecutive years to conduct the Secretarial Audit for the financial year 2025-26 to 2029-30. They have confirmed that they are not disqualified to continue as Secretarial Auditor under the applicable provisions of the Listing Regulations. The Secretarial Auditor has carried out the Secretarial Audit for the financial year 2025–26 and their Report is annexed to this Report as Annexure ‘B'. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Regulation 24A(2) of the Listing Regulations, the Company shall disseminate the Annual Secretarial Compliance Report to the Stock Exchanges within the prescribed timelines.

The Company has established well-defined policies and standard operating procedures to ensure the efficient conduct of its business operations. The Internal Audit function operates as the third line of defense, providing assurance on the adequacy, effectiveness, and adherence to these policies and procedures. The in-house corporate internal audit team is adequately staffed and suitably equipped to discharge the internal audit function. In addition, the Company engages external professional and specialized firms to conduct special audit assignments, as and when required. The Audit Committee oversees the scope, coverage and implementation of the internal audit plan. The internal audit findings are reviewed by the Audit Committee, and corrective actions are initiated and monitored in co-ordination with the respective process owners.

The Company has implemented robust internal financial control framework. Appropriate policies and procedures have been established to ensure that these controls are aligned with the Company's size, scale, and operational complexity. The system provides reasonable assurance regarding financial and operational reporting, compliance with relevant statutes and policies, asset protection, prevention and detection of fraud and errors, as well as the accuracy and completeness of accounting records. In addition to the above, B S R & Co. LLP, Chartered Accountants, Statutory Auditors, have audited the internal financial controls with reference to the Financial Statements. Their Audit Report express an unqualified opinion and forms part of the Independent Auditor's Report on the Financial Statements of the Company.

During the year under review, all related party transactions entered were in the ordinary course of business and on an arm's length basis. Repetitive transactions were approved by the Audit Committee through omnibus approvals, while specific approvals were obtained for other related party transactions, wherever required. At the time of seeking approval, the requisite details of proposed related party transactions were placed before the Audit Committee in accordance with the Industry Standards on "Minimum Information to be Provided to the Audit Committee and Shareholders for Approval of Related Party Transactions" and the relevant SEBI circulars issued in this regard. The Audit Committee reviewed all related party transactions on a quarterly basis. During the year under review, the Company did not enter into any material significant related party transaction that had any potential conflict with the interests of the Company at large. In terms of provisions of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, details of contracts and arrangements entered by the Company with the related party are provided in Form No. AOC - 2, which is annexed to this Report as Annexure ‘C'. The Policy on ‘Related Party Transactions', is uploaded on the website of the Company and can be accessed at https://www. lupin.com/investors/policies/.

The Sustainability and Corporate Social Responsibility ("SCSR") Committee of the Board of Directors, inter-alia, provides strategic direction to the Company's Corporate Social Responsibility ("CSR") initiatives. The SCSR Committee is responsible for recommending the annual CSR plans and the annual CSR budget, and monitoring the progress of each CSR activities. The SCSR Committee also assists the Board in strengthening its oversight responsibilities relating to sustainability initiatives, including identifying opportunities and tracking progress against sustainability related goals. The details regarding the composition, terms of reference and meetings of the SCSR Committee are set out in the Corporate Governance Report forming part of this Integrated Report.

The Company channels its CSR efforts through Lupin Human Welfare and Research Foundation ("LHWRF"), its dedicated social responsibility arm established by Dr. Desh Bandhu Gupta, the founder Chairman. LHWRF undertakes targeted interventions under its ‘Livelihoods', ‘Lives' & ‘Healthcare, Environment and community development' programs with the objective of supporting underprivileged and marginalized communities in India. The Company, along with other member companies of the Indian Pharmaceutical Alliance, has collaborated to establish a world-class institute with state-of-the-art training facilities to develop the talent for the pharmaceutical sector. This initiative is being undertaken through the Foundation for Pharmaceutical Academy for Global Excellence ("PAGE Foundation"), a not-for-profit company incorporated under Section 8 of the Act. As part of this initiative, PAGE Foundation had acquired land in Hyderabad and Ahmedabad. A detailed write-up on the Company's CSR initiatives is included under the section on Social and Relationship Capital, which forms part of this Integrated Report. The CSR Policy is uploaded on the website of the Company and can be accessed at https://www.lupin.com/investors/policies/. The report on CSR activities undertaken by the Company as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure ‘D'.

The Company recognizes employees as its most valuable assets and assumes responsibility for offering comprehensive support and care. It is committed to fostering an environment that promotes employee growth and development. By aligning its policies, technologies, systems, and business functions with industry's best practices, the Company ensures a fair, professional, and diverse workplace. The Company's human resources development strategy is built upon a people-first approach, complemented by an outstanding workplace and comprehensive learning programs, with an emphasis on Leadership Development. The Company is dedicated to upholding its core values and strong corporate governance by maintaining a professional, non-discriminatory workplace. It strives to provide an environment where all employees are treated with respect and are free from harassment, exploitation, or intimidation, promoting co-operation, dignity, and trust among everyone.

The Company is firmly committed to upholding Human Rights and has a robust due-diligence framework supported by a well-defined Human Rights Policy. Independent third-party audits are conducted across all its sites in accordance with the BEC 1500:2024 criteria, reinforcing compliance and accountability across operations. All sites this year again won platinum rating from Global Enterprise for Excellence.

‘Lupin Volunteers United' is the Company's employee volunteering program supporting social responsibility. The Wellbeing 360 program promotes employee well-being and reflects the core values of Respect and Care. Together, these initiatives helped the Company achieved the Great Place to Work 2025 certification globally across 13 geographies.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Prevention of Sexual Harassment Policy is designed to provide a safe working environment and prohibits any form of sexual harassment against any employee. In line with the statutory requirement, the Policy addresses the requirements of prevention, prohibition and redressal of sexual harassment of women at workplace. Going beyond the legal ambit of the POSH Act, the Policy is gender neutral and extends protection to all genders. In terms of the provisions of the POSH Act, the Company has constituted an Internal Complaints Committee. The employees are regularly sensitized about matters pertaining to prevention of sexual harassment.

During the year under review, the Company received eight complaints under the POSH Act. All the complaints were resolved during the financial year and none of the complaints were pending for more than ninety days.

Over the years, the Company has fostered a strong culture of integrity and ethical conduct, maintaining zero tolerance towards any form of unethical behavior. It consistently adheres to recognized standards of ethical, lawful, and responsible business practices across all its operations.

Pursuant to 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 implemented a Vigil Mechanism/Whistleblower Policy for directors and employees to report genuine concerns. Further, details of this mechanism are provided in the Corporate Governance Report, which forms part of this Integrated Report.

Pursuant to Regulation 18(3) read with Part C(18) of Schedule II of the Listing Regulations, the Audit Committee periodically reviews the functioning of the Vigil Mechanism/Whistleblower Policy. Employees and Directors are encouraged to report unethical practices and raise concerns directly to the Office of the Ombudsperson, without fear of retaliation or retribution. Additionally, employees and Directors also have direct access to the Chairman of the Audit Committee for reporting such concerns. All complaints, including anonymous complaints, are promptly examined and investigated by individuals authorized by the Ombudsperson. The Office of the Ombudsperson is empowered to receive, respond to, and investigate all matters falling within the ambit of the Policy.

The Whistleblower Policy is uploaded on the website of the Company and can be accessed at https://www.lupin.com/ investors/policies/.

As a leading global pharmaceutical Company, Lupin recognizes that effective risk management is essential for robust corporate governance and forms an integral part of its strategic framework. The Company's Risk Management Framework is comprehensively embedded within organizational and operational processes throughout the value chain. This framework facilitates the identification, assessment, and reporting of risks that could affect the achievement of Company objectives, supported by suitable mitigation plans, and is consistently applied across all business units, departments, functions, and geographic regions.

Your Company has constituted a Risk Management Committee of the Board of Directors pursuant to the provisions of Regulation 21 of the Listing Regulations. The Risk Management Committee undertakes risk assessment and minimization procedures and keeps the Board informed about the nature and content of its discussions, recommendations and actions to be taken. Mr. Ramesh Swaminathan acts as the Chief Risk Officer under the overall guidance and supervision of the Risk Management Committee. The details of the meetings, composition and terms of reference of the Committee are disclosed in the Corporate Governance Report, which forms part of this Integrated Report. A detailed write-up on Company's risk management framework is given in the Enterprise Risk Management section which forms part of this Integrated Report.

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, a copy of Annual Return of the Company for the financial year ended March 31, 2026, can be accessed on the website of the Company at https://www.lupin.com/investors/agm-egm-postal-ballot.

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure ‘E'.

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, the disclosures pertaining to the remuneration and other details, are annexed to this Report as

Annexure ‘F'.

The statement containing names and other details of the employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Integrated Report. In terms of Section 136(1) of the Act read with other applicable Rules, this Integrated Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

During the year under review, the NRC approved the closure of Lupin Employees Stock Option Plan 2003, Lupin Employees Stock Option Plan 2005 and Lupin Subsidiary Companies Employees Stock Option Plan 2005, as there were no outstanding vested/ unvested stock options lying under these Plans.

As on March 31, 2026, the Company has various stock option plans in force and there were no changes made to the said Plans during the year under review. Pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations"), the disclosure on the various stock option plans of the Company is uploaded on website of the Company and can be accessed at https://www.lupin.com/investors/integrated-annual-report.

In term of the Regulation 46(2)(za) of the Listing Regulations, the employee stock option plans are uploaded on the website of the Company and can be accessed at https://www.lupin.com/ investors/employee-stock-option-schemes.

The Secretarial Auditor's certificates certifying that the implementation of the various stock option plans are in accordance with SBEBSE Regulations and the Resolution passed by the Members of the Company, will be made available for electronic inspection to the Members during the AGM of the Company.

Your Directors confirm that during the year under review and as on the date of this Report:

1. The Company has not issued any sweat equity shares or equity shares with differential voting rights as to dividend, voting or otherwise.

2. There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status and the Company's operations in future.

3. There has been no revision to the Financial Statements or the Board's Report of the Company.

4. No application has been made or any proceeding was pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26.

5. There has been no instance of one-time settlement with any bank or financial institution.

6. The Statutory, Cost and Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

7. There are no material changes and commitments affecting the financial position of your Company which has occurred between the end of the financial year 2025-26 and the date of this Board's Report.

8. There has been no change in the nature of business of the Company.

9. The Company has complied with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively issued by the Institute of Company Secretaries of India.

10. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the Rules made thereunder, including the relevant provisions of the Code on Social Security, 2020 as are applicable and in force, during the year under review.

Your Directors place on record their appreciation for the dedication, commitment and valuable contributions of all employees of the Company. The Board also expresses its sincere gratitude for the continued support and co-operation extended by various departments of the Central and State Governments, banks, financial institutions, business associates, suppliers, distributors, local bodies/associations, analysts, medical professionals, customers and other stakeholders. Your Directors look forward to their continued support in the future.