Director's Report


Jubilant Pharmova Ltd
BSE Code 530019 ISIN Demat INE700A01033 Book Value (₹) 146.90 NSE Symbol JUBLPHARMA Div & Yield % 0.73 Market Cap ( Cr.) 10,851.52 P/E * 0 EPS * 0 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

To the Members,

The Directors are pleased to present their Forty Fifth (45th) Report of Jubilant Pharmova Limited (the 'Company' or 'Jubilant Pharmova') together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2023.

1. OVERVIEW

Jubilant Pharmova is a company engaged in Radiopharma, Allergy Immunotherapy, CDMO of Sterile Injectable, Generics, Contract Research Development and Manufacturing Organisation (CRDMO) and Proprietary Novel Drugs businesses. With a network of 46 radio-pharmacies in the US, Jubilant' s Radiopharma business is engaged in manufacturing and supply of Radiopharmaceutical products and services. Its other businesses such as Allergy Immunotherapy, Contract Manufacturing of Sterile Injectables and Non-sterile products and Generics (Solid

Dosage Formulations) caters to major regulated markets (USA, EU and other geographies) through five manufacturing facilities. The CRDMO segment (through Jubilant Biosys) provides collaborative research and partnership for Drug Discovery through two world class research centers in India. The Company is also involved in the manufacturing of Active Pharmaceutical Products (API) through a US FDA approved facility in Nanjangud, Karnataka. Jubilant Therapeutics (JTI) invested for in-house Proprietary Novel Drugs business and is an innovative biopharmaceutical company developing breakthrough therapies in the area of oncology and autoimmune disorders. Jubilant Pharmova has a team of over 5,500 multicultural people across the globe. The Company is well recognised as a 'Partner of Choice' by leading pharmaceuticals companies globally. For more information, please visit: www.jubilantpharmova.com.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS & FINANCIALS

PARTICULARS

Standalone *

Consolidated

Year ended March 31, 2023

Year ended March 31, 2022

Year ended March 31, 2023

Year ended March 31, 2022

Total Revenue from Operations

8,101

7,257

62,817

61,302

Total Operating Expenditure

8,069

7,193

55,055

49,739

EBITDA (before Other Income)

32

64

7,762

11,563

Other Income

1,379

1,262

383

113

EBITDA

1,411

1,326

8,145

11,676

Depreciation, Amortisation and Impairment Expense

433

369

5,540

3,817

Finance Costs

185

110

1,882

1,455

Exceptional Items

-

-

568

-

Share of profit of an associate

-

-

123

(100)

Profit before Tax

793

847

278

6,304

Tax Expenses

294

42

927

2,174

Reported Net Profit /(Loss) After Tax

499

805

(649)

4,130

Attributable to:

Owners of the Company

499

805

(610)

4,139

Non-Controlling Interests

-

-

(39)

(9)

Other Comprehensive Income

13

6

2,204

2,440

Total Comprehensive Income for the year

512

811

1,555

6,570

Retained Earnings brought forward from previous year

11,540

11,549

46,850

43,177

Profit for the year (attributable to owners of the Company)

499

805

(610)

4,139

Adjustment on account of common control business combination

-

(26)

-

-

Re-measurement of defined benefit obligations

(8)

8

(19)

9

Dividend on Equity Shares

(796)

(796)

(796)

(796)

Adjustment on account of consolidation of ESOP Trust

-

-

1

1

Transfer of cumulative gain of equity investments classified at Fair Value through Other Comprehensive Income

(75)

299

Stock awards vested

-

-

14

21

Stock awards cancelled/forfeited

-

-

1

-

Exercise of stock options

1

-

1

-

Retained Earnings to be carried forward

11,236

11,540

45,367

46,850

*The above Financial Statements have been restated to include the financial information of API business, which got merged with Jubilant Pharmova with appointed date as April 1,2022.

(I) Standalone Financials Revenue from Operations

In the Financial Year 2022-23, on a standalone basis, the Company recorded total revenue from operations of RS. 8,101 million.

EBITDA

For the year ended March 31, 2023, Earnings before Interest, Taxes, Depreciation and Amortisation ('EBITDA') stood at RS. 1,411 million.

Reported Net Profit after Tax and EPS

Reported Net Profit after Tax was RS. 499 million in the Financial Year 2022-23. Basic Earnings per Share ('EPS') stood at RS. 3.13 per equity share of RS. 1 each.

(II) Consolidated Financials

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013, (the 'Act'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the'Listing Regulations') and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, form part of the Annual Report.

Performance Review

Revenue for the year was RS. 62,817 million as compared to RS. 61,302 million in the Financial Year 2021-22. Revenue from the Radiopharma segment was RS. 25,524 million as compared to RS. 21,228 million in the Financial Year 2021-22. Revenue from the Allergy Immunotherapy segment was RS. 6,028 million as compared to RS. 4,894 million in the Financial Year 2021-22. Revenue from the Contract Development and Manufacturing Organisation - Sterile Injectables segment was RS. 11,547 million as compared to RS. 13,340 million in the Financial Year 202122. Revenue from the Generics segment was RS. 7,616 million as compared to RS. 11,569 million in the Financial Year 202122. Revenue from the Contract Research, Development and Manufacturing Organisation was RS. 11,847 million as compared to RS. 10,050 million in the Financial Year 2021-22. Revenue from Proprietary Novel Drugs was RS. 38 million for the year as compared to RS. 18 million in the Financial Year 2021-22. Revenue from Management Services stood at RS. 218 million as compared to RS. 203 million in the Financial Year 2021-22.

EBITDA was RS. 8,145 million for the year as compared to RS. 11,676 million in the Financial Year 2021-22. EBITDA of the Radiopharma segment was RS. 3,784 million for the year as compared to RS. 3,051 million in the Financial Year 2021-22 with margins of 14.8% as against 14.4% in the Financial Year 2021-22. EBITDA of the Allergy Immunotherapy segment was RS. 2,055 million for the year as compared to RS. 1,641 million in the Financial Year 2021-22 with margins of 34.1% as against 33.5% in the Financial Year 2021-22. EBITDA of the Contract Research, Development and Manufacturing Organisation - Sterile Injectables segment was RS. 3,451 million for the year as compared to RS. 6,131 million in the Financial Year 2021-22 with margins of 29.9% as against 46.0% in the Financial Year 202122. EBITDA loss of the Generics segment was RS. 2,304 million for the year as compared to RS. 566 million in the Financial Year 2021-22 with negative margins of 30.3% as against 4.9% in the Financial Year 2021-22. Contract Research, Development and Manufacturing Organisation segment reported EBITDA of RS. 1,993 million as compared to RS. 2,304 million in the Financial Year 2021-22 with margins of 16.8% as against 22.9% in the Financial Year 2021-22. EBITDA loss of the Proprietary Novel Drugs segment was RS. 349 million as compared to RS. 345 million in the Financial Year 2021-22.

Loss after Tax was RS. 649 million as compared to Profit after Tax RS. 4,130 million in the Financial Year 2021-22. Earnings per Share (EPS) was negative (RS. 3.83) per equity share of RS. 1 each.

3. DIVIDEND

The Board is pleased to recommend a dividend of 500% i.e. RS. 5 per fully paid up equity share of RS. 1 each amounting to RS. 796.41 million for the year ended March 31, 2023. The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting ('AGM') of the Company and shall be subject to deduction of income tax at source, if any.

4. TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to General Reserve of the Company.

5. CAPITAL STRUCTURE

(a) Share Capital

During the year, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As on March 31, 2023, the paid-up share capital stood at Cl59,281,139 comprising 159,281,139 equity shares of RS. 1 each.

(b) Employees Stock Option Plan and General Employee Benefits Scheme

The Company has an employee stock option plan namely Jubilant Pharmova Employees Stock Option Plan 2018 ('Plan 2018'). During the year, the plan was amended, inter-alia including, the increase in number of options available in the pool as well as maximum number of options that can be granted in a year to an employee and the Plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the 'SEBI ESOP Regulations').

The amendments were duly approved by the Shareholders of the Company by way of Special Resolution vide postal ballot, results of which were declared on November 14, 2022.

During the year, 604,540 Options were granted. Each Option entitles the holder to acquire one equity share of RS. 1 each of the Company at the exercise price fixed at the time of grant.

The Company has a general employee benefits scheme namely Jubilant General Employee Benefits Scheme-2019 ('JGEBS-2019'). The Scheme is in compliance with the SEBI ESOP Regulations and there was no material change in the Scheme during the year.

The details of the Plan 2018 and JGEBS-2019 pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and the same can be accessed at the web-link https://www.iubilantpharmova.com/ Uploads/image/893imguf esop disclosure2023.pdf.

(c) Debentures

In the Financial Year 2020-21, the Company had issued Secured Redeemable Unlisted Non-Convertible Debentures ('NCDs') of RS. 950 million for a period of upto 5 years. These NCDs are outstanding as on date.

6. SCHEME OF ARRANGEMENT

The Board of Directors of the Company, at its meeting held on July 23, 2021, approved reorganisation of the APIs business of Jubilant Generics Limited ('JGL'), an indirect wholly- owned subsidiary for inter alia better operational synergy and management effectiveness, by way of a demerger of the APIs undertaking of JGL and vesting of the same with the Company, on a going concern basis ('the Demerger'), through a Scheme of Arrangement between JGL and the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, ('Scheme'). The Company and JGL filed the required petition during the Financial Year 2022-23 with the Hon'ble National Company Law Tribunal, Allahabad Bench ('NCLT') seeking its approval for the Scheme.

During the year, the petition was heard by the NCLT on April 25, 2022 and the Scheme was approved by NCLT vide its Order dated May 23, 2022. The Appointed Date of the Scheme was April 1,2022. The Company has received the Formal Order dated June 13, 2022 from NCLT. Consequently, the Company has filed the Formal Order of the NCLT with the Registrar of Companies, Kanpur on July 1,2022, which is an effective date of Scheme.

7. SUBSIDIARIES

As on March 31, 2023, the Company had 36 subsidiaries. Brief particulars of the principal subsidiaries are given below:

Jubilant Pharma Limited

Jubilant Pharma Limited, Singapore ('Jubilant Pharma') is a wholly-owned subsidiary of the Company. Jubilant Pharma holds the global pharmaceutical business of the Company through its subsidiaries in the US, Canada, Europe, India and rest of the world. These subsidiaries of Jubilant Pharma are engaged in manufacturing, marketing and distribution of various pharmaceutical products and services including APIs, oral dosage forms (tablets and capsules), contract manufacturing of sterile injectables including vaccines, ointment, creams and liquids, allergy therapy products and radiopharmaceutical products. Jubilant Pharma also operates a network of radiopharmacies in the US, through its wholly-owned subsidiary with 46 pharmacies (Including 3 PET pharmacies) in 21 states of the US. Total income of the company during the Financial Year 2022-23 was RS. 340.58 million as compared to RS. 350.39 million during the Financial Year 2021-22.

Jubilant Generics Limited

Jubilant Generics Limited ('JGL') is a wholly-owned subsidiary of the Company through Jubilant Pharma. JGL has been engaged in the business of development, manufacturing, distribution, sales and marketing of Dosage (formulations) Forms at its plant at Roorkee and / or CMOs, including in-licensing, out-licensing, collaboration with CROs to ensure a robust product pipeline. JGL has India Branded Pharmaceuticals ("IBP") business which caters to dosage formulations under its own brand name to the Indian market in different therapeutic areas including chronic specialties like Cardiology and Diabetes, and multi-specialty.

The dosage formulations manufacturing facility at Roorkee, Uttarakhand, with 5 acres of infrastructure, is inspected by global regulatory agencies such as US FDA, Japan PMDA, UK MHRA, Australia TGA, WHO and Brazil ANVISA. This facility primarily manufactures immediate and modified release oral solid dosage forms (Tablets, Capsules and Powder for Suspension) with capabilities on complex processes like fluid bed pellet coating, MUPS (Multi Unit Pellet System) and extended release drug delivery technology based on matrix formulations and functional coatings. In addition to manufacturing and supplies of finished formulations to the US market, JGL's non-US finished formulations business is focussed on various markets in EU, Japan, Canada, Australia as well as various countries in the emerging markets. JGL also caters to the selected overseas markets under its own brand name. JGL's major therapy areas includes Cardiovascular, CNS and Gastrointestinal products. The business derives benefit of lowering cost and managing risks from sourcing APIs from both sources (a) vertical integration and in-house APIs from the Company and (b) qualifying alternate suppliers for key APIs with an objective to de-risk our API source.

During the Financial Year 2018-19, the USFDA inspected the Company's Roorkee facility and consequently in March 2019 issued Warning Letter to the Roorkee facility. In October 2019, the USFDA again conducted an inspection of the Roorkee facility and issued a Form 483 with six observations. In March 2021, the USFDA conducted another inspection of the Roorkee facility and issued a Form 483 with seven observations. Subsequently in July 2021, USFDA listed the Roorkee facility under import alert with an exception for 4 products manufactured at the facility. Subsequently, exception for 3 out of 4 products has been withdrawn. In July 2022, the USFDA conducted another inspection at Roorkee site and concluded with inspection classification as "OAI" (Official Action Initiated) in October 2022.

The Company had engaged independent third party cGMP consultants to mitigate the gaps identified by the USFDA and has kept the USFDA updated on its corrective and preventive actions. The Company continues to manufacture and supply the products to all the other markets where the products are approved, other than US. New product approvals for US market with Roorkee plant as manufacturing site will get withheld till the alleviation of the import alert. The Company is committed to implement the necessary corrective actions required to address the USFDA concerns at the earliest and it continues to work in close coordination with the US agency.

During the FY 2022-23, JGL recalibrated its R&D strategy to continually deliver innovative, high quality products for various markets. The new strategy leverages variety of product opportunities through in-licensing and/or external product development in collaboration with specialised CROs. This is expected to accelerate product introduction as well as deliver the products in cost-effective manner. Further, JGL evaluated all existing products under development and prioritised them on the basis of technical and financial feasibility.

During the year, the Hon'ble National Company Law Tribunal, Allahabad Bench pronounced its Order dated June 13, 2022 approving the scheme of arrangement between JGL and the Company for Demerger of Active Pharmaceuticals Ingredients ("API") undertaking/business of JGL and vesting of the same with the Company on a going concern basis with an Appointed Date of April 1,2022.

Total income of JGL during the Financial Year 2022-23 was RS. 3,266.22 million as compared to RS. 6,812.29 million during the Financial Year 2022-23 for the continuing operations post demerger of API business.

The Company is in compliance with Regulation 24A of the Listing Regulations. Secretarial Audit was conducted for JGL, an unlisted material subsidiary of the Company. Copy of the Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Report of JGL does not contain any qualification, reservation or adverse comments or disclaimer.

Jubilant Cadista Pharmaceuticals Inc.

Jubilant Cadista Pharmaceuticals Inc., ('Jubilant Cadista') a corporation incorporated in Delaware, US is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. This company is engaged in the business of developing, manufacturing and marketing of solid dosage forms of generic prescription pharmaceuticals at its US FDA approved manufacturing facility in Salisbury, Maryland, US. Jubilant Cadista is also marketing the solid dosage forms manufactured at Roorkee Plant, India or other CMOs. Its customer base includes large wholesalers, retail and pharmacy chains. As on March 31,2023, there were 17 products marketed in the US with focus in the therapeutic areas of CVS, CNS, Anti Allergic, Steroids, etc. Jubilant Cadista also acts as CMO for 2 products marketed in US. Total income of the company during the Financial Year 2022-23 was RS. 5,079.91 million as compared to RS. 6,462.09 million during the Financial Year 2021-22. The US FDA inspected the site last in February 2020 that resulted in a rating of GMP compliance.

At our Salisbury, Maryland manufacturing facilities, structured improvement projects have been undertaken that have delivered significant conversion cost savings, while at the same time improving safety rate, deviation rate, productivity, batch rejections and service level.

Jubilant HollisterStier LLC

Jubilant HollisterStier LLC ('JHS') is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. This subsidiary is a fully integrated leading CMO player based out of North America with operations in Spokane, Washington (USA) and Montreal, (Canada). The facilities offer manufacturing services including sterile injectable (both liquid and lyophilization), ampoules and ophthalmic offerings from the Montreal site (ointments, liquids and creams). This company is among the leading Contract Manufacturers in North America for sterile injectable and expanding its reach as a full scale ophthalmic solution provider in the form of bottles including preservative free ointments, liquids, creams and injectables. Its facilities are approved by regulators across the world including US FDA, Health Canada, ANVISA Brazil, PMDA Japan, Russia, MHRA and various others. The products manufactured at both sites are sold in over 50 countries across the globe by its customers. The company lays strong emphasis on compliance and protecting Intellectual Property Rights (IPR) for its customer base. The company will continue to focus on the highest level of compliance with a lean operation setup and supply of right quality products in a timely manner to its customers which helps it further grow the order book. The US FDA inspected the Spokane site last in 2021 by both the Center for Biologics Evaluation and Research and the Center for Drugs Evaluation and Research. These inspections resulted in ratings of 'GMP Compliance'. The Spokane site was also inspected by Armenia in 2021 and the Netherlands in 2022 on behalf of the EMA and again, the site received a 'GMP Compliant' ratings. The US FDA inspected the Montreal site last in May 2023 and Health Canada in 2022. Further the sites go through numerous client audits during the year that also enhance their readiness for FDA inspection. Injectables form an increasing proportion of new approvals by innovators for which there is shortage of capacity for high quality manufacturing sterile sites as available with the company. The need for injectable has further been enhanced because of COVID pandemic. Its CDMO business has played a very integral role in current pandemic with contracts and various others for manufacturing vaccines and therapeutic drugs to fight the pandemic.

In May 2022, JHS entered into a cooperative agreement for USD$149.6 million with the Army Contracting Command, in coordination with the Joint Program Executive Office for Chemical, Biological, Radiological, and Nuclear Defense (JPEO- CBRND) on behalf of the Biomedical Advanced Research and Development Authority (BARDA), within the US Department of Health and Human Services. The effort was funded under the American Rescue Plan. This agreement will enable the company to double its injectable filling production capacity at a total cost of USD$193 million, at its Spokane, Washington manufacturing facility. This will be completed by 2027. This agreement is in addition to the USD$92 million filling line expansion announced in November 2021, which will be commercially available by the end of 2025. The planned expansion will double the injectable fill and finish (liquid & lyo) capacity at Spokane. The lines will be latest technology high speed isolator fill lines with lyophilizers.

The Allergy Immunotherapy business provides products in the US and also exports to several international markets such as Canada, Europe and Australia. We supply bulk extracts to physicians who then use the products for diagnostic testing and to administer immunotherapy treatment. Allergenic extracts in our portfolio are offered in the form of consistent, high-quality, differentiated products along with a range of specialised diagnostic devices for skin testing.

A differentiated business of manufacturing and marketing of allergenic extracts is backed by one of the oldest and most trusted brands, HollisterStier, which is in existence for over 100 years. The company has been focusing on expanding market coverage and ensuring robust offering of our antigens to Customers. In addition, we have increased capacities in Lyophilization and are further increasing capacities in the Allergy Immunotherapy manufacturing facility to ensure consistent and reliable supply of our flying insect venom products. We are the sole producers and suppliers of venom immunotherapy in the US and Canada.

This business continues to build on the development of innovative products to address various allergies. The company is expanding its footprint beyond the US and is building networks in other regions outside of North America including EU, MEA and APAC with a focus on our venom immunotherapy products in these regions.

Total income of the company during the Financial Year 2022-23 was RS. 15,615.44 million as compared to RS. 16,286.86 million during the Financial Year 2021-22.

Jubilant DraxImage Inc.

Jubilant DraxImage Inc. ('Jubilant Radiopharma') is a wholly- owned subsidiary of the Company through Jubilant Pharma. Jubilant Radiopharma has a solid foundation in speciality pharma. Headquartered in Montreal, Canada, Jubilant Radiopharma operates a highly specialised manufacturing facility approved by US FDA, Health Canada and selected EU countries. It develops, manufactures, commercialises and distributes radiopharmaceuticals used in Nuclear Medicine for the diagnosis, treatment and monitoring of a broad range of diseases. It serves hospital-based customers (Nuclear Medicine Physicians, Nuclear Cardiologists and Technologists) in addition to specialised commercial radiopharmacies in the United States and Canada. Jubilant Radiopharma employs about 814 highly skilled professionals dedicated to providing high quality, reliable products and services to healthcare providers around the globe. The business is supported by an experienced research and development organisation, specialised radiopharmaceutical manufacturing, strong regulatory affairs, quality systems and marketing and commercial operations. The disease areas of specialisation include cardiology, oncology, neurology, and therapeutics for neuro-endocrine and thyroid diseases. The business distributes radiopharmaceutical products through a network of 46 radiopharmacies in the United States after carrying out compounding activities of Radiopharmaceuticals products with radioactive isotopes in these radiopharmacies.

Jubilant Radiopharmaceuticals business is a market leader in North America in several specialty areas, including I-131 Therapeutic and Diagnostics (Theranostics) for imaging and treatment of thyroid diseases and thyroid cancer, Macro- Aggregated Albumin (MAA) for lung perfusion imaging and Pentetic Acid (DTPA) for renal, brain and functional pulmonary imaging. RUBY-FILL, a cutting-edge technology for PET myocardial perfusion imaging (MPI) to evaluate regional myocardial perfusion in adult patients with suspected or known coronary artery disease is approved by US FDA, Health Canada, Swissmedic, Switzerland, BfArM, Germany and Le gouvernement du Grand- Duche de Luxembourg, Luxembourg.

Jubilant Radiopharmaceuticals business is sponsoring and supporting two clinical trials for I-131-MIBG, a unique approach under evaluation for first-line and later stage treatment of high-risk neuroblastoma. Approximately 800 patients are diagnosed with Neuroblastoma every year in the USA, mostly children.

The Montreal manufacturing site was inspected by Health Canada in 2021, and by Health Canada and the USFDA in 2022, both resulting in ratings of GMP compliance.

Effective June 1, 2021, Jubilant Draximage Inc. acquired the Radiopharmacies business which operates 46 radiopharmacies in 21 States and is headquartered in Yardley, PA. Jubilant Radiopharmacy network is the second largest network of commercial nuclear radiopharmacies in the United States, directly serving over 1,800 individual hospitals, clinics and medical centres. Business delivers approx. 3 million patient doses per year. Vertical integration of the Radiopharmaceuticals and Radiopharmacy divisions positions Jubilant Radiopharma to capitalise on the expanding nuclear medicine market.

Total income of the company during the Financial Year 2022-23 was RS. 26,108 million as compared to RS. 19,732 million during the Financial Year 2021-22.

Jubilant Pharma NV

This is a wholly-owned subsidiary of the Company through JGL and Jubilant Pharma. This company holds shares of Jubilant Pharmaceuticals NV (99.81%) and PSI Supply NV (99.50%) along with Jubilant Pharma which holds the balance shares.

Jubilant Pharmaceuticals NV

This is a wholly-owned subsidiary of the Company through Jubilant Pharma NV, Belgium, which holds 99.81% of its shares and Jubilant Pharma holds the balance shares. This company is engaged in the business of licensing generic dosage forms and providing regulatory services to generic pharmaceutical companies. Total income of the company during the Financial Year 2022-23 was RS. 0.07 million as compared to RS. 0.65 million during the Financial Year 2021-22.

PSI Supply NV

This is a wholly-owned subsidiary of the Company. 99.50% of its shares are held by Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in the supply of generic dosage forms to the European and UK markets. Total income of the company during the Financial Year 2022-23 was RS. 187.25 million as compared to RS. 229.18 million during the Financial Year 2021-22.

Jubilant Biosys Limited

Jubilant Biosys Limited ('Biosys') provides Drug Discovery and Contract Development and Manufacturing Services to global pharmaceutical and biotech companies as mentioned below:

• Collaborative/ Partnership Model with Integrated Drug Discovery program across a single or a portfolio of molecules;

• Services in the areas of Medicinal Chemistry, In Vitro Biology, In Vivo Biology, Structural Biology, Drug Metabolism and pharmacokinetics (DMPK), Toxicology and Discovery Informatics on Full Time Equivalent (FTE) or Fee For Service (FFS) based model;

• Synthetic Organic Chemistry, Process Research & Development, Scale up and GMP supplies under Full Time Equivalent, or Fee for Service model.

Total income of the company during the Financial Year 2022-23 was RS. 5,628.64 million as compared to RS. 4,870.98 million during the Financial Year 2021-22.

Jubilant Therapeutics Inc.

Jubilant Therapeutics is a clinical stage biopharmaceutical company developing precision oral medicines with enhanced therapeutic index to address unmet medical needs in oncology and autoimmune diseases for genetically defined patients. Its advanced structure based discovery engine, TIBEO (Therapeutic Index and Brain Exposure Optimisation), has been validated through successful partnerships including with Blueprint Medicines for a brain penetrant EGFR Exon-20 program. The Company's pipeline consists of a first in class Dual coREST modifier - Dual LSD1/HDARS. 6 Inhibitor (JBI-802) currently in a Phase I/II clinical trial in multiple tumors, a novel brain-penetrant modulator of PRMT5 (JBI-778) for which an IND has been accepted, brain penetrant and gut restrictive PDL1 inhibitors, as well as PAD4 inhibitors for oncology and inflammatory indications.

The company's key achievements during the Financial Year 2022-23 includes transitioning from preclinical to clinical stage biotech with lead program (JBI-802) starting Phase I trial and establishing proof of principle in essential thrombocythemia, FDA clearance of IND filing for the second program (JBI-778), publications in major scientific journals such as Nature Scientific Reports, poster presentations at global oncology conferences viz. AACR, ASCO, EORTC and investor conferences viz. Jefferies and Baird.

Total income of the company during the Financial Year 2022-23 was RS. 2.65 million as compared to RS. 0.08 million during the Financial Year 2021-22.

Other subsidiaries are mentioned below:

Jubilant Pharma Holdings Inc.

Jubilant Pharma Australia Pty. Limited Jubilant Innovation (USA) Inc.

Jubilant HollisterStier Inc.

Jubilant First Trust Healthcare Limited Jubilant DraxImage Limited Jubilant DraxImage (USA) Inc.

Jubilant Discovery Services LLC Jubilant Clinsys Inc.

Jubilant Clinsys Limited Jubilant Therapeutics India Limited Jubilant Business Services Limited Jubilant Pharma SA Pty. Limited Jubilant Pharma UK Limited Jubilant Episcribe LLC Jubilant Epicore LLC

Jubilant Prodel LLC Jubilant Epipad LLC

Drug Discovery and Development Solutions Limited Draxis Pharma LLC Draximage (UK) Limited TrialStat Solutions Inc.

Jubilant Pharma ME FZ-LLC

Jubilant Draximage Radiopharmacies Inc.

Jubilant Biosys Innovative Research Services Pte. Limited 1359773 B.C. Unlimited Liability Company (effective from April 26, 2022)

Associate Company

SOFIE Biosciences Inc., USA.

SPV Laboratories Private Limited (effective from April 1,2022)

8. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The performance and financial position of the subsidiaries are given in Form AOC-1 attached to the Financial Statements for the year ended March 31,2023.

9. PARTNERSHIPS

Jubilant HoNisterStier General Partnership

It is a Canada based partnership, owned by subsidiaries of the Company - Jubilant HollisterStier Inc., Draxis Pharma LLC and 359773 B.C. Unlimited Liability Company, that provides contract manufacturing services of sterile products including liquid and freeze-dried (lyophilized) injectables, ampoules, ophthalmic tubes/ solutions and sterile ointments and creams. The products manufactured by this partnership are supplied to over 50 countries. Another area of growth for this partnership is sterile ophthalmic. With ageing population across the globe, eye ointments are gaining popularity. The partnership is witnessing a lot of requests for proposals in this area as well. Basis this assessment, the partnership has set up a 200 bottles per minute ophthalmic line in Montreal site, which is undergoing validation. Once operational by early 2024, the line is expected to further drive growth for the CMO business. The partnership is also planning to undertake a CAD 108 million expansion at Montreal facility to modernise and augment the sterile production (liquid and lyo) capacity by over 100%. To fund this project, the partnership has arranged partially repayable loans of maximum CAD 23.8 million from the Government of Canada through its Strategic Innovation Fund (SIF) program and CAD 25 million from the Province of Quebec. The manufacturing location at Montreal, Quebec, Canada is approved by Health Canada, US FDA and other regulatory authorities.

10. STATUTORY AUDITORS

Members of the Company at the 40th Annual General Meeting held on September 26, 2018 approved the appointment of B S R & Co. LLP, Chartered Accountants (Registration No.: 101248W/W-100022), ("Retiring Auditor") as the Statutory Auditors of the Company to hold office for second term of five (5) consecutive years from the conclusion of said Annual General Meeting till the conclusion of the 45th Annual General Meeting.

The Board of Directors of the Company ("the Board"), at its meeting held on February 3, 2023 has, after considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company, appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Registration No.: 001076N/ N500013), as Statutory Auditors of the Company in place of the Retiring Auditor, for a term of five (5) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 50th Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

M/s. Walker Chandiok & Co LLP, Chartered Accountants have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. They have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of the ICAI.

The Auditors' Reports for the Financial Year 2022-23 do not contain any qualification, reservation, adverse remark or disclaimer.

11. COST AUDIT

Pursuant to Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain the cost records during the Financial Year

2022-23.

12. SECRETARIAL AUDIT

The Board had appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for the Financial Year 2022-23. The Report of the Secretarial Auditors is attached as Annexure-2 to this Report and does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover & Associates, Company Secretaries confirming compliances with the provisions of the applicable Listing Regulations, for the year ended March 31,2023. The Compliance Report has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.

13. REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of frauds reported by Auditors under Section143(12) of the Act.

14. BOARD OF DIRECTORS

Your Company is managed and controlled by a Board comprising an optimum blend of Executive, Non-Executive and Independent Directors. The Chairperson of the Board is a Non-Executive Non Independent Director. As on March 31, 2023, the Board of Directors comprises of thirteen (13)

Directors, out of whom three (3) are Executive Directors including Co-Chairman and Managing Director apart from ten (10) Non-Executive Directors, out of whom seven (7) are Independent Directors including one (1) Woman Independent Director and three (3) Non-Executive Non-Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Act.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Hari S. Bhartia (DIN: 00010499) and Mr. Shyam S. Bhartia (DIN: 00010484) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Mr. Pramod Yadav resigned from the Board with effect from July 1, 2022. The Board places on record its appreciation for the contributions made by him during his association with the Board.

The Board in its meeting held on July 01,2022 had appointed Mr. Ramamurthi Kumar (DIN: 09139426) as an Additional Director and further designated him as a Whole-time director for a period of three (3) years. The shareholders have, at the 44th AGM of the Company held on September 26, 2022, approved the appointment of Mr. Ramamurthi Kumar (DIN: 09139426) as Director and also as a Whole-time Director for a period of three (3) years effective from July 1,2022.

The tenure of Mr. Arun Seth (DIN 00204434) as a NonExecutive Independent Director shall end on October 21, 2023. The Board has, at its meeting held on May 29, 2023, based on recommendation of Nomination, Remuneration & Compensation Committee has recommended the reappointment of Mr. Arun Seth as Independent Director for another term of five (5) years upto October 21,2028.

Mr. Shirish G. Belapure (DIN 02219458) has been appointed as a Non-Executive Independent Director for a period of 5 years effective from March 7, 2023. In the opinion of the Board, Mr. Shirish G. Belapure is a person of integrity and fulfils the conditions specified under the Act read with Rules thereunder and the Listing Regulations for his appointment as an Independent Director of the Company. In terms of Regulation 17(1C) of Listing Regulations, the said appointment has been duly approved by the shareholders of the Company by way of special resolution passed through postal ballot, result of which was declared on April 13, 2023.

15. CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Rajiv Shah superannuated from the position of Company Secretary and Compliance Officer from the close of business hours of July 31,2022.

Mr. Naresh Kapoor has been appointed as Company Secretary and Compliance Officer of the Company effective from August 1,2022 and officiates as the Secretary to various Board Committees.

Apart from above-mentioned changes, there is no other change in Key Managerial Personnel of the Company during the year.

16. MEETINGS OF THE BOARD

During the year under review, Five (5) meetings of the Board of Directors of the Company were held on May 27, 2022, July 1, 2022, August 2, 2022, October 21, 2022 and February 3, 2023.

For details of meetings of the Board and attendance of the Directors, please refer to the Corporate Governance Report, which forms part of this report.

17. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises the following Chairperson/ Member(s) as on March 31, 2023:

S. No.

Name

Category

1.

Mr. S. Sridhar, Chairperson

Non-Executive Independent Director

2.

Ms. Sudha Pillai, Member

Non-Executive Independent Director

3.

Dr. Ashok Misra, Member

Non-Executive Independent Director

4.

Mr. Vivek Mehra, Member

Non-Executive Independent Director

5.

Mr. Priyavrat Bhartia, Member

Non-Executive Promoter

6.

Mr. Arvind Chokhany, Member

Executive NonIndependent Director

Further details on Audit Committee, including the meetings and attendance of the members, terms of reference etc., please refer to the Corporate Governance Report, which forms part of this report.

18. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.

19. APPOINTMENT AND REMUNERATION POLICY

The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the web-link: www.iubilantpharmova.com/investors/corporate- governance/policies-and-codes/appointment-and- remuneration-policy.

20. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act, the Listing Regulations and the Performance Evaluation Policy of the Company, the Board has carried out annual evaluation of its performance, its committees, Chairperson and Directors through a structured questionnaire process.

Performance of the Board was evaluated by each Director on the parameters such as its role and responsibilities, business risks, contribution to the development of strategy and effective risk management, understanding of operational programmes, availability of quality information in a timely manner, regular evaluation of progress towards strategic goals and operational performance, adoption of good governance practices and adequacy and length of meetings, etc. Independent Directors also carried out evaluation of the Board performance.

Board committees were evaluated by the respective committee members on the parameters such as its role and responsibilities, effectiveness of the committee vis-a-vis assigned role, appropriateness of committee composition, timely receipt of information by the committee, effectiveness of communication by the committee with the Board, Senior Management and Key Managerial Personnel.

Performance of the Chairperson was evaluated by the Independent Directors on the parameters such as demonstration of effective leadership, contribution to the Board's work, communication with the Board, use of time and overall efficiency of Board meetings, quality of discussions at the Board meetings, process for settling Board agenda, etc.

Directors were evaluated individually by the Board of Directors (excluding the Director himself) on the parameters such as his/ her preparedness at the Board meetings, attendance at the Board meetings, devotion of time and efforts to understand the Company and its business, quality of contribution at the Board meetings, application of knowledge and experience while considering the strategy, effectiveness of follow-up in the areas of concern, communication with Board members, Senior Management and Key Managerial Personnel, etc. Independent Directors were additionally evaluated for their performance and fulfilment of criteria of independence and their independence from the Management. Also, the performance evaluation of the Non Independent Directors was carried out by the Independent Directors.

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The results of the evaluation were shared with the Board, Chairperson of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan to further improve the effectiveness and functioning of the Board and Committees.

The Directors expressed their satisfaction with the evaluation process. During the year under review, the Committee ascertained and reconfirmed that the deployment of "questionnaire" as a methodology, is effective for evaluation of performance of Board and Committees and Individual Directors.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors 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 the Company as on March 31,2023 and of the profits of the Company for the year ended March 31,2023;

(iii) the Directors 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 Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2022-23; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-3 and forms part of this Report.

23. EMPLOYEES

Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-4 and form part of this Report.

24. HUMAN RESOURCES

We see ourselves as a responsible and committed organisation which is guided by Our Promise of Caring, Sharing, Growing. In line with this promise we work with our 'Employee First' approach as the underlying principle for all initiatives.

Central to any Business success is for the employees to feel they are supported to give their best efforts to build a sustainable workplace. Needless to say our people are key drivers of Jubilant business growth.

With the objective of building an even more sustainable workplace, it is imperative that we as an organisation listen to "Voice of the Employee" and work on the valuable feedback. In this context, we introduced Employee Engagement Survey "JUBI VOICE"- a safe space for all employees to express themselves and for leadership to listen and action on.

We have a robust Learning Platform that caters to varied need of employees across levels. To prepare senior leaders for Strategic challenges and build their leadership capabilities in an Age of Disruption, we introduced Global Leadership Program which is a 9 months long leadership development journey with a combination of Learning Events. The major events of the journey include virtual classroom sessions with INSEAD, 360-degree feedback survey, Action Learning Projects. As we gear up for Digital 2.0, we launched 'DigiScoop 'an initiative to build employee awareness through success stories where we get industry experts to talk and share best industry practices.

Diversity & Inclusion is an important agenda for Jubilant, we have redesigned all our key people processes from hiring to building an inclusive culture with defined matrices. The effort has resulted in improving diversity statistics.

As a part of our digital transformation agenda, we continue to bring more efficiencies in our processes and amplify our employee experience. In last one year, we have launched digital compensation process, mobile enabled Reward & Recognition program, delivered the most prestigious Global Chairmen's Award on Metaverse platform and launched pre- onboarding platform that provides a sneak peek into of the Company's multi businesses and culture which helps the new joinee engage better with us before they are on boarded. Further to improve new employee experience, we designed & launched a well-structured on boarding & orientation program for all new joinees- "SPOTLIGHT", it focuses on seamless joining & induction, meet & greet with team and stakeholders.

Analytics is critical to us, we continue to enhance our systems and processes to measure our processes' health across the globe so that we can take faster and better decisions. Further, our global analytics helps in maintaining data integrity, ensuring better process governance and control, enhancing processes and delivering higher productivity.

We continue to strengthen our performance management process to drive a culture of performance.

25. POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company as an employer is committed to creating a work place that is free from all forms of sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented the Policy for Prevention of Sexual Harassment Policy (POSH) with training to all employees by an external consultant having expertise in subject matter. The Company received one (1) complaint under POSH during the Financial Year 2022-23, which was disposed of during the Financial Year 2022-23.

26. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board. As on March 31, 2023, the committee comprises of eight (8) Members including five (5) Independent Directors of the Company. The Committee met twice in a year on May 4, 2022 and October 31, 2022. The gap between the two (2) meetings was not more than one hundred and eighty (180) days. The Committee is authorised to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems, if any.

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. Risk management and internal financial control systems play a key role in directing and guiding the Company's activities by continually preventing and managing risks. The Board, Risk Management Committee, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company's business and documenting the process of risk identification, risk minimisation and risk optimisation as a part of the risk management policy through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.

There exists a critical risk management framework across the Company and the Board reviews the same on a periodic basis. Some of the critical risks identified in various businesses of the Company are:

• Manufacturing operations risk

• Information Technology (IT) and security risk

• Dependence on certain key products and customer risk

• Dependence on single manufacturing facility risk

• Supply chain disruptions risk

• Human Resources - Acquire and retain talent risk

• Compliance and regulatory risk

• Competition, cost competitiveness and pricing risk

• Capacity planning and optimisation risk

• Research and Development (R&D) effectiveness risk

• Environmental, Social, and Governance (ESG) risk

• Protecting Intellectual Property Rights (IPR) risk

• Failure to supply to customers risk

• Changes in tax legislation risk

• Liquidity, solvency, debt repayment risk

• Foreign currency exposure risk

• Risks related to the discovery and development of our product candidates

• Limited product pipeline risk

• Mergers and Acquisitions risk

• Political or Economic instability or acts of terrorism risk

• Labour union risk

• Dependence on third parties to conduct our clinical trials risk

• Foreign manufacturing disincentive risk

• Ageing machinery and plant risk

• Outsourcing risk

• Pandemic risk

The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself significantly mitigates risk. With the growth strategy in place, risk management holds the key to the success of the Company's journey of continued competitive sustainability in attaining the desired business objectives.

Internal Financial Controls

To compete globally, world class Corporate Governance and Financial Controls over operations are necessary for the Company. The Internal Financial Controls as mandated by the Act not only require a certification from CEO-CFO but also put an obligation on the Board of Directors to ensure that the Internal Financial Controls are adequate and are operating effectively. Besides this, the Statutory Auditors are also required to give an opinion on the adequacy and effectiveness of Internal Controls over Financial Reporting ('ICFR').

To make the Internal Financial Controls framework robust, the Company has worked on three lines of defence strategy, which are as under:

First Line of Defence: Build internal controls into operating processes - To this end, we have ensured that a detailed Delegation of Authority is issued, Standard Operating Procedures (SOPs) for the processes are created, financial decision making is done through Committees, IT controls are built into the processes, Segregation of Duties is done, strong budgetary control framework exists, the Entity level controls including Code of Conduct, Ombudsperson Office, etc. are established.

Second Line of Defence: Create an efficient review mechanism - We have created a review mechanism under which all the business units and functions are reviewed for performance at least once in a month by the respective CEOs and once in a quarter, by the corporate team. The formats for these reviews are detailed and finalised with the help of global consulting firms.

Third Line of Defence: Independent assurance - A Big Four firm has been appointed as our Internal Auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement.

We have implemented a programme under which more than 1,500 internal controls have been established and certified on a quarterly basis by the relevant process owners before the financial results are closed for the quarter. A quarterly certification process is maintained through a workflow based IT tool called 'Controls Manager' and this certification is the basis of the CEO-CFO certification of internal controls as per Regulation 17(8) of the Listing Regulations.

We have implemented a web-based automated compliance management and reporting system. The objective of the system is to ensure that compliances are regularly monitored and controlled with a view to support the Company's business objectives and corporate policy requirements. The system includes a comprehensive checklist for ensuring compliance with the laws and regulations applicable to all plants and offices of the Company. To ensure timely and effective compliances, the compliance status is monitored on a real-time basis by the respective functions. The status is presented by the Legal Team and reviewed on a quarterly basis by the Senior Management and the Board of Directors. Pursuant to the Listing Regulations, the Company Secretary and Compliance Officer places a compliance report to the Board of Directors on a quarterly basis.

The Company regularly updates the controls library and Risk & Control Matrices.

A detailed note on Internal Control Systems and Risk Management is given under 'Management Discussion and Analysis Report.

27. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and the same has been disclosed in the Corporate Governance Report and forms part of the Report. The Whistle Blower Policy has been posted on the Company's website at https://www.jubilantpharmova. com/investors/corporate-governance/policies-and-codes/ whistle-blower-policy.

Further, the Whistle Blower Policy provides for adequate safeguards against victimisation of Director(s) or Employee(s) and also provides for direct access to the chairperson of the audit committee in appropriate or exceptional cases.

28. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act, the Company has constituted a Sustainability and Corporate Social Responsibility (CSR) committee. As on March 31, 2023, the Committee comprises of nine (9) Directors out of which four (4) are Non-Executive Independent Director, three (3) are Non-Executive Directors and two (2) are Executive Directors.

The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant in its endeavours towards sustainable & responsible growth. CSR activities at Jubilant are weaved in accordance with the provisions of Section 135 read with Schedule VII to the Act. Besides, the CSR initiatives at the company are in line with the United Nations Sustainable Development Goals (SDGs).

Jubilant Bhatia Foundation (JBF') formed in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of all group companies of Jubilant. Since the year 2003, the company has been issuing its Corporate Sustainability report which has external assurance and this is as per the Global Reporting Initiative ('GRI') guidelines. The company is also receiving A+ level by GRI since the year 2007. Along with this, from the year 2017-18, the Corporate Sustainability Report is aligned with the Global Reporting Initiatives' GRI Standards in accordance with the 'Comprehensive' option. All reports are available on the Company's website at the weblink: www.iubilantpharmova.com/sustainability/sustainability- report.

Through CSR, the company is working in the realm of Health, Education & Livelihood. The CSR projects focuses towards empowering and adding value in the lives of the communities around the area of operations of Jubilant with a 4P (Public- Private-People-Partnership) during the implementation. JBF's detailed activities are available on its website www.iubilantbhartiafoundation.com

With a vision to bring progressive social change through strategic multi-stakeholder partnership and bring about a 'social change' involving "knowledge generation & sharing, experiential learning and entrepreneurial ecosystem" during the Financial Year 2022-23, Jubilant continued working towards enhancing the quality of life of the community around the manufacturing locations, considered as an apex stakeholder.

The brief on various CSR initiatives is highlighted below:

• Supporting Rural Government Primary Education- Jubilant Bhartia Foundation is reaching out to over 500 rural primary schools through Khushiyon Ki Pathshala (KKP)-Value Based Education, Focus on promotion of Science & Technology along with bridging Digital Divide with projects like Mobile Science Lab, Digital Education and Muskaan Kitaab Ghar

• Reaching out to over 4.5 Lac population in more than 100 villages through Jubilant Aarogya (Providing affordable healthcare through mobile and static clinics enabled with JUBICARE- Tele-clinic platform, Nutrition Program & End TB Program

• Reaching out to more than 10,000 beneficiaries by providing providing Sustainable livelihood to the community through Nayee Disha (Skill Development), Samridhhi (SHG and Micro Enterprise Promotion), Jubifarm (Sustainable Agriculture program), Digital Saheli -onboarding training of women for Rural Marketing through Digital marketing and Soochnapreneurs-Linking community to welfare schemes of Government.

Annual Report on CSR activities for the Financial Year 202223 including contents of the CSR Policy is attached as Annexure-5. In compliance with the Listing Regulations, Business Responsibility Report forms part of the Annual Report.

29. OTHER DISCLOSURES

i. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return for the Financial Year 2022-23 has been uploaded on the Company's website and can be accessed at https://www. iubilantpharmova.com/investors/financials/annual- return.

ii. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of the Financial Year 2022-23.

iii. Loans, Guarantees and Investments: Details of loans, securities and investments along with the purpose for which the loan or security is proposed to be utilized by the recipient have been disclosed in Note nos. 5, 6 and 41 to the Standalone Financial Statements, as applicable. The Company has not provided any guarantee.

iv Particulars of Contracts or Arrangements with the Related

Parties: The Company has formulated a policy on Related Party Transactions ('RPT's'), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPT's which are of repetitive nature. All RPT's are placed before the Audit Committee for review and approval. All RPT's entered into during the Financial Year 2022-23 were in the ordinary course of business and on arm's length basis. No material RPT's were entered into during the Financial Year 2022-23 by the Company as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable. Your Directors draw attention of the members to Note no. 37 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after close of the Financial Year 2022-23 till the date of this Report, which affects the financial position of the Company.

vi. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations except for the demerger of the Active Pharmaceutical Ingredients (APIs) undertaking of Jubilant Generics Limited (JGL) and vesting of the same with Jubilant Pharmova Limited (JPM), through a scheme of arrangement between JGL and JPM and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

vii. Secretarial Standards: The Company has complied with the Secretarial Standard 1 and 2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

viii. No disclosure or reporting is required in respect of issue of equity shares with differential voting rights as to dividend, voting or otherwise as the same is not applicable.

ix. Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of its subsidiaries.

30. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally.

A detailed Report on Corporate Governance is attached as Annexure-6 and forms part of this Report. A certificate from Mr. R. S. Bhatia, Practising Company Secretary (C.P. No. 2514), Confirming Compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2023. A certificate from the Co-Chairman & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.

32. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debenture holders, financial institutions, banks/ other lenders, debenture trustee, customers, vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of the Company's employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Shyam S. Bhartia

Hari S. Bhartia

Chairman Co-Chairman & Managing Director
(DIN:00010484) (DIN: 00010499)
Place: Noida
Date: May 29, 2023