To the Members,
Your Directors are pleased to present their report on business and
operations of your Company for the financial year ended March 31, 2025.
Financial Results
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Sales |
164,585.8 |
143,164.3 |
221,921.1 |
196,563.4 |
| Other operating income |
5,089.2 |
3,500.7 |
5,157.9 |
3,544.8 |
| Other income |
1,740.5 |
1,067.3 |
1,958.2 |
1,201.7 |
| Profit before interest, depreciation and tax |
56,465.3 |
35,657.9 |
54,791.3 |
39,306.9 |
| Less: Finance costs |
845.0 |
563.5 |
2,948.7 |
3,116.1 |
| Less: Depreciation, amortization and impairment expenses |
6,476.9 |
7,247.5 |
11,692.6 |
11,968.1 |
| Less: Exceptional items |
772.2 |
- |
- |
- |
| Profit before tax |
48,371.2 |
27,846.9 |
40,150.0 |
24,222.7 |
| Less: Provision for taxation (including deferred tax) |
8,641.6 |
4,586.0 |
7,087.4 |
4,867.0 |
| Profit after tax |
39,729.6 |
23,260.9 |
33,062.6 |
19,355.7 |
| Share of Profit attributable to non-controlling Interest |
- |
- |
246.4 |
210.9 |
| Net Profit attributable to Owners of the Company |
39,729.6 |
23,260.9 |
32,816.2 |
19,144.8 |
Performance Review
On a consolidated basis, revenue from operations was 227,079.0 million,
higher by 13.5% over FY24. Profit before tax was 40,150.0 million, higher by 65.8% over
FY24. Profit after tax was 33,062.6 million, higher by 70.8% over FY24. Earnings per share
(basic) stood at 71.95, as against 42.05 for FY24.
The detailed information on the Company?s operations, major
developments and state of affairs have been disclosed in Management Discussion and
Analysis section which forms part of this Integrated Report.
Dividend
Your Directors are pleased to recommend a final dividend of 12/- per
equity share of 2/- each (i.e., 600% of face value). The said dividend, if approved, by
the Members at the ensuing Annual General Meeting ("AGM"), will entail a cash
outflow of about 5,478.8 million.
In compliance with Regulation 43A(1) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company has formulated a Dividend Distribution
Policy which details various considerations based on which the Board may recommend or
declare Dividend. The Policy is uploaded on the website of the Company and can be accessed
at https://www.lupin.com/investors/ policies/.
Transfer to Reserves
Your Company has not transferred any amount to reserves during the year
under review.
Share Capital
During the year under review, the paid-up share capital of the Company
increased by 1.8 million, consequent to the allotment of 886,137 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 paid-up share capital as on
March 31, 2025 was 913.1 million, consisting of 456,565,045 equity shares of 2/- each.
Credit Rating
ICRA Limited ("ICRA") re-affirmed the rating ‘A1+?
(pronounced ‘ICRA A one plus?) for the Company?s short-term
fund-based/non-fund based credit facilities of 30,000 million, which indicates very strong
degree of safety regarding timely payment of financial obligations.
Deposits
During the year under review, your Company has not accepted any
deposits covered under Chapter V of the Companies Act, 2013 ("the Act") and the
Rules framed thereunder and therefore there were no deposits lying unpaid or unclaimed as
on March 31, 2025.
Particulars of loans/guarantees/investments/ securities
In compliance with the provisions of Section 134(3)(g) of the Act,
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.
Consolidated Financial Statements
Pursuant to the provisions of Section 129(3) of the Act and the
relevant Listing Regulations, the Consolidated Financial Statements of the Company,
including the financial details of all the subsidiary companies, forms part of this
Integrated Report. The Consolidated Financial Statements have been prepared in accordance
with the accounting standards prescribed under Section 133 of the Act.
Subsidiaries & Joint Venture
As on March 31, 2025, your Company had 32 subsidiaries and a joint
venture. The Company had incorporated a wholly owned subsidiary, namely ‘Lupin Lanka
(Private) Ltd., Sri Lanka?, on August 05, 2024, to engage in the business of
pharmaceuticals with a view to expand its business in Sri Lanka.
Generic Health Pty Ltd., Australia, wholly owned subsidiary of the
Company incorporated ‘Lupin NZ Ltd., New Zealand? ("Lupin NZ") as its
wholly owned subsidiary on August 08, 2024. Subsequently, Lupin NZ became a step down
subsidiary of the Company. Lupin NZ was incorporated to engage in the business of
pharmaceuticals and pharmaceutical devices in New Zealand.
The Company has acquired 42.6% of the equity share capital of Sunsure
Solarpark Seventeen Private Limited in line with the Company?s commitment to use
alternate source of energy (renewable power source) in its operations. The said investment
was to comply with regulatory requirement for being a captive user under Indian
electricity laws.
With a view to evaluate its position, business strategy and exploring
various options to focus on growth of it?s Over the Counter Consumer Healthcare
Business ("OTC Business"), the Company had incorporated a wholly owned
subsidiary namely 'LupinLife Consumer Healthcare Limited? ("LCHL") on March
08, 2025. The Company decided to carve-out its OTC Business along with rights, titles,
interests, liabilities and obligations, as a going concern, on slump sale basis, by way of
Business Transfer Agreement, to LCHL. The process of carving out OTC Business is underway
and is expected to be completed by June 30, 2025.
During the year, the Company de-registered Lupin Foundation, a public
charitable Trust, in its capacity as a Settlor of the Trust. The same was de-registered
effective February 07, 2025.
In compliance with the first proviso to 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?. In terms of Section 136 of the Act, financial statements of subsidiaries
and joint venture are available for inspection to the Members at the registered office of
the Company during business hours. The Company shall also provide copy of the financial
statements of its subsidiaries and joint venture to the Members upon their request. The
said financial statements are also uploaded on the website of the Company and can be
accessed at https://www.lupin.com/investors/ subsidiaries/.
Pursuant to the provisions of Regulation 46(2)(h) 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
B.V., the Netherlands ("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. In terms of Regulation
24(1) of the Listing Regulations, Mr. Mark D. McDade, Independent Director, has been
appointed on the Board of Nanomi and Mr. Jean-Luc Belingard, Independent Director, has
been appointed on the Boards of LAHSA and LPI.
Directors? Responsibility Statement
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, 2025, 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, 2025 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.
Management Discussion and Analysis
In terms of Regulation 34(3) 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 state of affairs of your
Company, forms part of this Integrated Report.
Corporate Governance Report
Your Company is committed to benchmark itself by adhering to the
highest standards of corporate governance. As stipulated by Regulation 34(3) read with
Schedule V(C) of the Listing Regulations, a report on Corporate Governance forms part of
this Integrated Report. In terms of Schedule V(E) of the Listing Regulations, Statutory
Auditors? certificate confirming compliance with the conditions of corporate
governance is annexed to the Corporate Governance Report.
Business Responsibility and Sustainability Report
Pursuant to the provisions of Regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and Sustainability Report ("BRSR"), along
with assurance report issued by DNV Business Assurance India Private Limited on the BRSR
core indicators, forms part of this Integrated Report.
Integrated Report
The Company has prepared an Integrated Report in accordance with the
Integrated Reporting Framework. The report aims to provide our stakeholders a
comprehensive view of our non-financial performance encompassing our Environment, Social,
and Governance management, targets, and their impact. The Report inter-alia covers
the Company?s strategy, performance, prospects and governance framework on the six
forms of capital i.e. Financial Capital, Manufactured Capital, Intellectual Capital, Human
Capital, Natural Capital and Social & Relationship Capital. DNV Business Assurance
India Private Limited ("DNV") has undertaken an independent assurance on the
non-financial information disclosed by the Company in the Integrated Report in alignment
with the Global Reporting Initiative Standards. The assurance statement issued by DNV
forms part of this Integrated Report.
Directors & Key Managerial Personnel Directors
As on March 31, 2025, your Board comprises of ten Directors out of
which six are Independent Directors, three are Executive Directors and one is a
Non-Executive Director.
The Members vide Special Resolutions passed at the Forty-Second AGM of
the Company held on August 02, 2024, approved the appointment of Mr. Jeffrey Kindler (DIN:
10592395) and Mr. Alfonso Zulueta (DIN: 10597962) as Independent Directors of the Company
for a period of 5 years with effect from May 06, 2024.
With a view to diversify/broaden the present Board composition and on
recommendation of the Nomination & Remuneration Committee ("NRC"), the Board
of Directors at its meeting held on May 14, 2025, has approved the appointment of Ms.
Punita Lal (DIN: 03412604) as an Additional Director (Non-Executive, Independent) of the
Company for a period of 5 years with effect from May 14, 2025, which is subject to
approval of the Members by way of a Special Resolution. In the opinion of the Board, Ms.
Punita Lal possesses requisite skills, expertise, competencies and has wide experience
which shall give immense benefit to the Company. Ms. Punita Lal is exempted from passing
the online proficiency self-assessment test conducted by the Indian Institute of Corporate
Affairs in terms of the provisions of the Act. The Members vide an Ordinary Resolution
passed at the Forty-Second AGM of the Company held on August 02, 2024, approved the
continuation of directorship of Mrs. Manju D. Gupta (DIN: 00209461), Chairperson,
Non-Executive Director on existing terms and conditions of her appointment pursuant to
Regulation 17(1D) of the Listing Regulations. The Members vide an Ordinary Resolutions
passed by way of Postal Ballot on March 20, 2025, approved the re-appointment of Ms.
Vinita Gupta (DIN: 00058631), as Whole-Time Director designated as "Chief Executive
Officer" for a period of five years effective May 28, 2025 and Mr. Ramesh Swaminathan
(DIN: 01833346), as Whole-Time Director designated as "Executive Director, Global
Chief Financial Officer & Head of API Plus SBU" for a period of five years
effective March 26, 2025, both liable to retire by rotation.
The NRC reviewed the Board?s composition, skills, knowledge, and
experience of Directors, and recommended these appointments/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, Ms. Vinita Gupta, is liable to retire by rotation
at the ensuing AGM and being eligible, offers herself for re-appointment.
The agenda items with respect to the appointment/ re-appointment of Ms.
Punita Lal and Ms. Vinita Gupta, respectively, along with their 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.
Key Managerial Personnel
During the year under review, Mr. R. V. Satam, Company Secretary and
Compliance Officer (ACS - 11973), superannuated from the services of the Company effective
August 31, 2024. In terms of provisions of Section 203 of the Act read with Rules made
thereunder and Regulation 6 of the Listing Regulations, the Board of Directors on the
recommendation of the NRC, approved the appointment of Mr. Amit Kumar Gupta (ACS - 15754)
as Company Secretary and Compliance Officer of the Company effective September 01, 2024.
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, 2025:
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
Declaration by Independent Directors
As stipulated by Section 149(6) 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. Besides commission and sitting
fees paid to the Independent Directors during FY25, the Company had no pecuniary
relationship or transactions with them.
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 of the Company are compliant with the
provisions of online proficiency self assessment test as prescribed under Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Board Evaluation
The Company believes in creating value for its stakeholders through
robust corporate governance practices. In terms of 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 was carried out by the Board of
its own performance, that of each individual directors including Chairperson and also
Committees of the Board. Performance evaluation of independent directors was carried out
by the Board without the participation of the Director being evaluated. The Board
evaluation was conducted through a structured questionnaire designed based on the criteria
for evaluation laid down by the NRC. In order to have a fair and unbiased view of all the
Directors, the Company had engaged the services of a third-party external agency to
facilitate carrying out evaluation process.
Board performance was evaluated on a framework which inter-alia
embraced parameters such as composition, diversity, meeting frequency, quality of
information, relational dynamics, and effectiveness in reviewing strategic, governance,
and operational matters. Likewise, Committee performance was focused on structure,
diversity, meeting effectiveness, independence, coordination with the Board, task
fulfillment, and adequacy of information. On the individual Director?s front, they
were assessed on qualifications, attendance, contributions, preparedness, independent
judgment, domain knowledge, integrity, teamwork, strategic input, communication,
leadership, and analytical skills. The action areas arising from the evaluation process
are currently being implemented. As stipulated by Schedule IV of the Act and Listing
Regulations, a meeting of Independent Directors was held on March 12, 2025, chaired by Mr.
Mark D. McDade, who acted as Lead Independent Director, to review the performance of the
Chairperson, Non-Independent Director(s) of the Company and the performance of 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 suggestions received from
the Independent Directors were shared with the Board and the actionable items arising
thereof are being implemented.
Familiarization Program for Independent Directors
The details of the induction and familiarization programme for
Independent Directors are explained 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/ code-of-conduct/.
Nomination and Remuneration Policy
As stipulated by Section 178(3) of the Act and Regulation 19(4) of the
Listing Regulations, the Board on the recommendation of the NRC has formulated a
Nomination and Remuneration Policy. The Policy lays down the guiding principles and basis
for recommending the appointment and payment of remuneration to Directors, Key Managerial
Personnel, Senior Management and other employees. The Policy includes criteria for
determining qualifications, positive attributes and independence of a director. In terms
of the Policy, the NRC evaluates balance of skills, knowledge and experience of the Board
and thereafter recommends to the Board the appointment of Independent Directors. During
the year under review, the Nomination and Remuneration Policy was amended by the Board of
Directors at its meeting held on February 11, 2025, to incorporate the regulatory
amendments.
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/.
Meetings of the Board of Directors
During the year under review, the Board of Directors met eight times.
The details of the Board meetings are disclosed in the Corporate Governance Report which
forms part of this Integrated Report.
Meetings of the Audit Committee
During the year under review, the Audit Committee met seven 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.
Auditors
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (Firm
Registration Number 101248W/W-100022), were appointed as the Statutory Auditors of the
Company to hold office for a second consecutive term of five years from the conclusion of
the Thirty-Ninth AGM till the conclusion of the Forty-Fourth 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 under the said Section. The Statutory
Auditors? report on the Standalone and Consolidated Financial Statements for
financial year 2024-25 does not contain any qualifications, reservations, adverse remarks
or disclaimers.
Cost Auditor
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 2024-25. He will submit the Cost Audit Report for
financial year 2024-25 within the prescribed statutory timelines.
The Cost Auditors? Report for financial year 2023-24 did not
contain any qualifications, reservations, adverse remarks or disclaimers. During the year
under review, the said Cost Audit Report was filed with the Ministry of Corporate Affairs
within the prescribed statutory timelines.
The Board of Directors of the Company at its meeting held on May 14,
2025, on the recommendation of the Audit Committee, have approved the re-appointment of
Mr. Suresh D. Shenoy, Cost Accountant (FCMA No. 8318) as the Cost Auditor for the
financial year 2025-26 and has recommended their remuneration to the Members for
ratification at the ensuing AGM. Mr. Shenoy has confirmed his eligibility and is not
disqualified to act as the Cost Auditor of the Company for the financial year 2025-26.
Secretarial Auditor and Annual Secretarial Compliance Reports
In terms of provisions of Section 204 of the Act and Rule 9 of the
Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed Ms. Neena Bhatia, Practising Company Secretary (FCS No. 9492 CP. No. 2661), as
Secretarial Auditor to conduct Secretarial Audit for financial year 2024-25. The
Secretarial Audit Report in Form No. MR-3 is annexed to this Report as Annexure
‘B?. The said Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimers. Pursuant to the provisions of Regulation 24A
of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors have approved and recommended the appointment of M/s. Makarand
M. Joshi & Co., Company Secretaries, a Peer Reviewed Firm of Company Secretaries in
Practice (Firm Registration Number: P2009MH007000) as Secretarial Auditors of the Company
for a period of five consecutive years to conduct the Secretarial Audit for the financial
year 2025-26 to 2029-30, subject to the approval of the Members by way of an Ordinary
Resolution at ensuing AGM of the Company. Brief profile and other requisite details of
M/s. Makarand M. Joshi & Co., are separately disclosed in the Notice of ensuing AGM.
M/s. Makarand M. Joshi & Co., had given their eligibility and consent to act as
Secretarial Auditors of the Company and confirmed that their appointment, if made would be
within the prescribed limits and they are not disqualified to be appointed as Secretarial
Auditors in term of the provisions of the Listing Regulations.
In terms of Regulation 24A(2) of the Listing Regulations, the Board, at
its meeting held on May 14, 2025, has taken on record the Annual Secretarial Compliance
Report for the year ended March 31, 2025. The Company shall disseminate the Annual
Secretarial Compliance Report to the stock exchanges within the prescribed timelines.
Internal Audit
The Company has defined policies and standard operating procedures in
place which guides the efficient conduct of the business operations of the Company.
Internal Audit operates as a third line of defense in reviewing and reporting on the
policies and procedures being followed in the Company and its effectiveness. The strength
of the in-house corporate internal audit team is adequate to undertake the audit function.
The Company also engages the services of external professional/specialized firms to
undertake special audit assignments, as and when required. The Audit Committee oversees
the scope and coverage of the internal audit plan.The internal audit findings are
discussed at the Audit Committee meetings and corrective actions are taken up for
implementation with the process owners.
Internal Financial Controls
The Company has established a robust framework for internal financial
controls. It has put in place adequate policies and procedures to ensure that the systems
of internal financial control are commensurate with the size, scale and complexity of its
operations. These systems provide a reasonable assurance in respect of providing financial
and operational information, complying with applicable statutes and policies, safeguarding
of Company?s assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records etc.
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 and their Audit Report is annexed as Annexure B to the Independent
Auditors? Report under Standalone Financial Statements and Consolidated Financial
Statements expressing an unqualified opinion.
Related Party Transactions
During the financial year, all related party transactions were
conducted in the ordinary course of business and on an arm?s length basis. There was
no conflict with the interests of the Company in these transactions. Repetitive
transactions were approved through omnibus approval by the Audit Committee, while specific
approval from the Audit Committee was obtained for other related party transactions,
whenever required. The Audit Committee reviewed the details of 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 related parties 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/.
Sustainability and Corporate Social Responsibility Committee
The Sustainability and Corporate Social
Responsibility ("SCSR") Committee of the Board of Directors inter-alia
gives strategic direction to the Corporate Social Responsibility ("CSR")
initiatives, formulates and reviews annual CSR plans and programmes, recommends annual
budget for the CSR programmes and monitors the progress on various CSR activities. The
SCSR Committee is also responsible to assist the Board in strengthening the oversight
responsibilities relating to sustainability risks, its opportunities and progress against
sustainability related goals. The details of the meetings, composition and terms of
reference of the SCSR Committee are disclosed in Corporate Governance Report which forms
part of this Integrated Report.
CSR activities of the Company are primarily routed through its
dedicated social responsibility arm Lupin Human Welfare and Research Foundation
("LHWRF"), which was founded by Dr. Desh Bandhu Gupta, the Company?s
founder Chairman. With its ‘Livelihoods? and ‘Lives? programs, LHWRF
aims to serve the underprivileged and marginalized communities in India.
During the year, the Company collaborated with other pharmaceutical
companies and incorporated Foundation for Pharmaceutical Academy for Global Excellence, a
company incorporated under Section 8 of the Act, which aims to establish cutting-edge
skilling institute for training talent in the pharmaceutical industry and promoting
manufacturing and quality excellence.
A detailed write-up on Company?s CSR initiatives is forming part
of the 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?.
Human Resources
Your Company believes that employees are its most valuable assets, and
it is the responsibility of the Company to provide support and care to all its employees.
It strives to create an environment conducive to employees? development. Policies,
technology, systems and business functions of the Company are aligned with the
industry?s best practices, which enables the Company to provide a fair, professional
and diverse work environment to its employees. The Company?s people-first approach,
providing a best-in-class work environment as also advanced learning initiatives with
special emphasis on Leadership Development, are the key factors in providing human
resources development.
In consonance with the Company?s values and good Corporate
Governance practices, the Company ensures a professional and non-discriminatory work
environment where every individual can work together in an atmosphere free of all forms of
harassment, exploitation, or intimidation. The Prevention of Sexual Harassment Policy
provides a safe working environment and prohibits any form of sexual harassment against
any employee. It addresses the requirements of prevention, prohibition and redressal of
sexual harassment of women at workplace as mandated by law. The policy goes beyond the
legal ambit of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
("POSH Act") and covers 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. The Company is committed to Human Rights by following a robust due diligence
process and has a well-defined Human Rights Policy. ‘Volunteers United?, an
Employee Volunteering arm of the Company, ensures that the employees also serve their
social commitments thereby living up to the core values of the Company, one of which is
Respect and Care.
Vigil Mechanism/Whistleblower Policy
Your Company has over the years established a strong reputation for
doing business with integrity and has displayed zero tolerance for any form of unethical
conduct/behaviour. The Company strictly abides by well-accepted norms of ethical, lawful
and moral conduct. In compliance with Sections 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 concerns, details of which are covered in the
Corporate Governance Report which forms part of this Integrated Report. In terms of
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. Employees
and Directors are at liberty to report unethical practices and raise their concerns to the
office of the Ombudsperson without any fear of retaliation or retribution. Any employee or
Director has direct access to the Chairperson of the Audit Committee to raise his concern.
Complaints, including anonymous ones are promptly investigated/examined by such persons as
appointed by the Ombudsperson. The office of the Ombudsperson has official authority to
receive, respond and investigate all offences within the scope of this policy. The
Whistleblower policy is uploaded on the website of the Company and can be accessed at
https:// www.lupin.com/investors/policies/.
Risk Management
Your Company believes that risk management is crucial for effective
corporate governance, providing controls and monitoring mechanisms for efficient business
operations. The risk management framework helps the Company to identify, assess, and
report on opportunities and threats impacting its objectives, including mitigation plans.
It includes two elements: risk-enabled performance management, which identifies,
prioritizes, and manages risks using a value-based driver tree approach, and a risk
management structure that operationalizes this process. This framework applies to all
business units, departments, functions, and geographies within the Company.
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. The Chief Financial Officer 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 Risk Management section which forms part of this Integrated Report.
Annual Return
In compliance with the provisions of Sections 92(3) and 134(3)(a) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a
copy of Annual Return of the Company for the financial year ended March 31, 2025, can be
accessed on the website of the Company at https://
www.lupin.com/investors/reports-filings/.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
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?.
Particulars of Employees
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, is 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 5(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.
Employees Stock Option Plans/Scheme
As on March 31, 2025, the Company has various stock option plans in
force. As stipulated under the Securities and Exchange Board of India (Share Based
Employee Benefit and Sweat Equity) Regulations, 2021 ("SBEB Regulations"), the
detailed disclosure on the various stock option plans is disclosed separately which is
annexed to this Report as Annexure ‘G?. As required under Regulation 46(2)(za)
of the Listing Regulations, the Company has uploaded these employee stock option plans on
the website of the Company and can be accessed at https://www.lupin.com/investors/
employee-stock-option-schemes/.
During the year under review, the Members vide Special Resolutions
passed by way of Postal Ballot on March 20, 2025, approved the Lupin Employees Stock
Option Scheme 2025 ("ESOP Scheme 2025") and also approved to extend the benefits
of ESOP Scheme 2025 to the employees of subsidiaries of the Company. The NRC (designated
as the Compensation Committee) has been authorised to grant a maximum of 10,000,000 (Ten
Million) Stock Options under the ESOP Scheme 2025 to the Eligible Employees of the Company
and its subsidiary companies, which on exercise would entitle them not more than
10,000,000 (Ten Million) fully paid-up equity shares of the Company of 2/- each. The
ESOP Scheme 2025 is drawn up in compliance with the SBEB Regulations.
Other Disclosures
Your Directors confirm that during the year under review and as on the
date of this Report: i) The Company has not issued any sweat equity shares or equity
shares with differential voting rights as to dividend, voting or otherwise. ii) 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. iii) There
has been no revision to the financial statements or the Board?s Report of the
Company.
iv) No application has been made or any proceeding was pending under
Insolvency and Bankruptcy Code, 2016 as at the end of the financial year 2024-25. v) There
has been no instance of one-time settlement with any bank or financial institution. vi)
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. vii) There are no material changes and commitments affecting the financial position
of your Company which has occurred between the end of the financial year 2024-25 and the
date of this Board?s Report. viii) There has been no change in the nature of business
of the Company. ix) 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.
Acknowledgements
Your Directors commend all employees of the Company for their hard
work, dedication, commitment and significant contributions. The Board expresses its deep
gratitude and acknowledges the support and co-operation extended by various departments of
the Central/ 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 future.
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