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Laurus Labs Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the 20^th Annual Report of the Company together with the Audited Financial Statements for
the Financial Year ended 31^st March 2025.

Standalone and Consolidated Financial Highlights:

	Consolidated		Standalone
1	2024-25	2023-24	2024-25	2023-24
Gross Income	5,554	5,041	5,217	4,813
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)	1,115	798	1,010	777
Finance Charges	216	183	182	151
Depreciation/Amortisation	430	385	359	345
Net Profit Before Tax	484	236	504	301
Provision for Tax	130	68	124	78
Net Profit After Tax carried to Balance Sheet	358	161	380	224
Interim Dividend paid			43	86

Companyâs Affairs:

(i) Operations:

During the year under review, your Company has achieved a
turnover of H5,554 crores and registered growth of 10% and
achieved a net profit of H358 crores with a growth of over
122%.

During the year under review -

â¢ Your Company was able to strengthen technology
platforms and process development efforts with focus
on delivering high quality CDMO/CMO development and
manufacturing services to Global customers

- Solidifying position on Flow/Bio-catalysis platform.
Executed top-level projects utilising proprietary
designed flow reactors at high temperature/pressure.

- Commercial scale Peptide Synthesisers of various
scales installed and qualified

- Installed commercial scale continuous Hydrogenation
facility

â¢ New R & D facility operational leveraging advances PD
capabilities for Peptides/ADCs/Oligonucleotides.

â¢ Your Company has invested H659 crores during the year
on ongoing expansion program so that the Company will
be able to achieve its future goals;

â¢ More than 160 quality audits have been completed by
various customers and regulatory agencies;

â¢ Your Company is advancing ESG agenda and enhacing
competitive advantage

- ISO 50001 completed for multiple facilities

- S & P Global Sustainability Year book 2025 featured
Laurus Labs

- Improved S&P ESG scores from 59 to 73

- Consecutive âBBBâ ratings in FY22-25 from MSCI
ESG ratings.

- Acquired 26% equity in Kurnool Renewables to access
26 MW of renewable energy (Solar wind) on captive
mode in April, 2025 and is expected to begin by
Dec 2026. This will enable to source around 50% of
energy through renewable energy.

â¢ Your Company was certified as Great Place to Work in
fourth consecutive year.

â¢ Your Company''s associate company ImmunoACT,
Mumbai treated around 300 patients suffering with
Lymphoma and Lukemia with NexCAR-19. ImmunoACT
is first company to launch commercial CAR_T therapy
and expanding its facilities to create capacity for over
2000 treatments annually. ImmunoACT also got
approval to carry phase 1 clinical trial for pediatric usage
of NexCAR-19 and also carry phase 1 clinical trial for an
additional program multiple myeloma (BCMA).

(ii) Outlook:

Business prospects may remain positive based on increased
contract development and manufacturing (CDMO)
opportunities for Global customers, CMO opportunities
generic companies, expanded business opportunities for
Generics. Your Company also expects to sustain overall ARV
business despite few challenges.

Management Discussion & Analysis:

Various business aspects including market conditions,
business opportunities, challenges etc. have been discussed
at length in the Management''s Discussion and Analysis
(MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to inform you that the Board had
declared the interim dividend @ 20% (i.e., H0.40/- per share
of the face value of H2/- each) and paid to the Shareholders
in November, 2024 and the 2^nd Interim dividend @ 40%
(i.e. H0.80 per share of the face value of H2/- each) and
being paid to the shareholders in May, 2025 aggregating
to 60% dividend i.e. H1.20/- per share of the face value of
H2/- each relating to the FY24-25. The dividend payout ratio
is 17% for the year which is within the stipulated maximum
of 20% under dividend policy.

Transfer to Reserves:

Your Company did not transfer any portion of profits
to Reserves.

Share Capital:

During the year under review -

â¢ Company has allotted 2,86,633 (Two lakh eighty-six
thousand six hundred and thirty-three only) equity shares
of H2/- to various eligible employees of the Company

under ESOP Scheme 2018 and under ESOP Scheme 2016
upon exercise of their vesting rights in May, 2024 and
December, 2024.

â¢ As a result, the paid up share capital as on March 31,2025
stood at H107,85,04,982/- divided into 53,92,52,491
equity shares of H2/- each.

Change in the nature of the business, if any:

There is no change in the nature of the business of the
Company or any of its subsidiaries or associates, during the
year under review.

Material Changes and commitments, affecting the
financial position of the Company:

There are no material changes and commitments affecting
the financial position of the Company that have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of the
Report i.e. between March 31,2025 to May 15, 2025.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

At the end of the year, the status of the subsidiaries/associates is as follows:

Name of the Holding Company	Name of the Subsidiary	% shareholding	Status
Laurus Labs Limited	Laurus Synthesis Pvt Ltd.	100%	WOS *
	Sriam Labs Pvt Ltd	100%	WOS
	Laurus Specialty Chemicals Pvt. Ltd.	100%	WOS
	Laurus Holdings Limited, United Kingdom	100%	WOS
	Laurus Generics (SA) Pty Ltd.	100%	WOS
	Laurus Bio Pvt Ltd.	76.32%	Subsidiary
	Immunoadoptive Cell Therapy Private Limited	34.89%	Associate
	Ethan Energy India Private Limited	26%	Associate
	KRKA Pharma Pvt Ltd.	49%	Joint Venture
Laurus Holdings Ltd., UK	Laurus Generics GmbH, Germany @	100%	WOS
	Laurus Generics Inc., USA @	50.76%#	Subsidiary

* WOS means Wholly Owned Subsidiary

@ Laurus Generics GmbH, Germany and Laurus Generics Inc., USA are step-down subsidiaries of Laurus Labs Limited

# Balance 49.24% is held by your Company.

During the year under review, KRKA Pharma Pvt Ltd.
became a joint venture company of your Company. There
are no companies which became subsidiaries or associate
companies of the Company during the year nor ceased to
be subsidiaries or associate companies of the Company.

Consolidated financial Statements:

As per Section 129(3) of the Companies Act, 2013, the
consolidated financial statement of the Company and all its
Subsidiaries and Associates prepared in accordance with the
applicable accounting standards forms part of this Annual

Report. Further, a statement containing salient features of
the financial statements of our subsidiaries and associates
in the prescribed form in AOC-1 is attached as Annexure-1
to the Directors'' Report.

As per the provisions of Section 136 of the Companies Act,
2013, the Company has placed separately the audited
financial statements of its subsidiaries on its website
www.lauruslabs.com and copies of audited financial
statements of the subsidiaries will be provided to the
Members at their request.

Particulars of Loans, Guarantees and Investments:

The Company has also issued a Corporate Guarantee to the
Bankers for the loans sanctioned to Laurus Generics Inc.,
Laurus Synthesis Private Limited and for Laurus Bio Private
Limited and the guarantees provided are well within the
limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

During the year, the term of Dr. MVG Rao, Non-Executive
and Independent Director and Chairman of the Company
had been completed. Dr. K. Ravindranath, another senior
independent director was appointed as a Non-Executive
Chairman with effect from May 18, 2024. Further, the
Company has appointed Mr. Krishna Chaitanya Chava and
Mrs. Soumya Chava as Executive Directors of the Company
and Mr. Sekar Karnam and Mr. Ramesh Subrahmanian as
non-executive and Independent Directors on the Board of
the Company.

The five year term of Dr. Satyanarayana Chava as Executive
Director & CEO and Mr. V.V. Ravi Kumar as Executive
Director and CFO had been completed on 31^st March 2025.
The Board of Directors have, subject to approval of the
Shareholders, re-appointed Dr. Satyanarayana Chava for a
further period of five years w.e.f. 01^st April 2025 and Mr. V.V.
Ravi Kumar for a period of two years w.e.f. 01^st April, 2025 in
their respective positions.

As per the provisions of the Companies Act, 2013,
Dr. Satyanarayana Chava and Dr. C.V. Lakshmana Rao will
retire at the ensuing annual general meeting and, being
eligible, seek re-appointment. The Board of Directors
recommends their re-appointment.

Board Meetings:

The Board and Committee meetings are pre-scheduled
and a tentative calendar of the meetings shall be finalised
in consultation with the Directors to facilitate them to plan
their schedule. However, in case of urgent business needs,
approval is taken by passing resolutions through circulation.
During the year under review, 9 (nine) board meetings were
held. The details of the meetings including the composition
of various committees are provided in the Corporate
Governance Report.

Performance Evaluation:

The formal annual evaluation of the performance of
the Board as well as Non-independent directors was
undertaken by the Nomination and Remuneration
Committee. The performance of Board Committees and
of individual independent directors was undertaken by the
Board members.

The manner of the evaluation of the Board and other
Committees has been determined by the Nomination
and Remuneration Committee as per SEBI circular dated
January 05, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration
of independence stating that they meet the criteria of
independence as prescribed in sub-section (6) of Section
149 of the Companies Act, 2013 as well as under Regulation
16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Opinion of the Board:

The Board is of the opinion that all the independent
directors appointed during the year meet the criteria
of independence and the Board is satisfied about their
integrity, expertise and experience (including proficiency).

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a
director and other matters are adopted as per the provisions
of the Companies Act, 2013. The remuneration paid to the
Directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

The nomination and remuneration policy is adopted by the
Board and the salient features of the policy are as follows:

â¢ Non-Executive and Independent Directors (âNEDsâ)
will be paid remuneration by way of sitting fees
and commission. The remuneration/ commission/
compensation to the NEDs will be determined by
the Nomination and Remuneration Committee
(âCompensation Committeeâ) and recommended to
the Board for its approval.

â¢ As approved by the shareholders at the shareholders
meeting held on July 20, 2016, remuneration in the
form of commission will be paid to Non-Executive
Independent Directors not exceeding 1% per annum
of the profits of the Company computed in accordance
with Section 198 of the Act.

â¢ The payment of the Commission to the NEDs will be
placed before the Board every year for its consideration
and approval. The sitting fee payable to the NEDs for
attending the Board and Compensation Committee
meetings will be fixed, subject to the statutory ceiling.
The fee will be reviewed periodically and aligned to
comparable best in class companies.

â¢ NEDs will not be eligible to receive stock options under
the existing employee stock option scheme(s) (âESOPâ)
of the Company.

â¢ The compensation paid to the executive directors
(including the Managing Director) will be within the
scale approved by the shareholders. The elements of
the total compensation, approved by the Compensation
Committee will be within the overall limits specified
under the Act.

â¢ The Company''s total compensation for Directors and
Key Managerial Personnel as defined under the Act /
other employees will consist of:

- fixed compensation

- variable compensation in the form of annual incentive

- benefits

- work related facilities and perquisites
Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the
Company''s website and the following is web address of the
said policy.

https://www.lauruslabs.com/Investors/PDF/Policies/
Remuneration Policy.pdf

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been
provided below for the perusal of the shareholders.

https://www.lauruslabs.com/Investors/PDF/Policies/
Dividend Policy.pdf

Risk Management:

Your Company had formulated a risk management policy
for dealing with different kinds of risks that it faces in the
day-to-day operations of the Company. Risk Management
Policy of the company outlines different kinds of risks and
risk mitigating measures to be adopted by the Board. The
Company has adequate internal financial control systems
and procedures to mitigate the risk. The risk management
procedure is reviewed by the Risk Management Committee
and Board of Directors on a regular basis. Further, your
Company had constituted a Risk Management Committee
which lays down various risk mitigating practices that your
Company is required to implement.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the
Financial Statements, apart from statutory audit, internal
audit and cost audit compliance, are adequate to the size
and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013,
the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of Companies Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operative
effectively; and

(f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operative effectively.

Related Party Transactions:

In accordance with Section 134(h) of the Companies Act,
2013 and Rule 8(2) of Companies (Accounts) Rules, 2014,
the particulars of contracts or arrangements entered into
by the Company with the Related Parties referred to in
Sec.188(1) of the Act, have been provided in Form AOC-2
and attached the same as Annexure-2.

The details of related party disclosures as stated in the notes
to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established a whistleblower policy in order to
assure that the business is conducted with integrity and that
the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration
No.117366W/W-100018 have been appointed as
Statutory Auditors of the Company for the second
term of five years from the conclusion of 17^th AGM
till the conclusion of 22^nd AGM of the Company at a
remuneration to be decided by the Board.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the
Companies Act, 2013 read with Companies (Audit
& Auditors'') Rules, 2014 and the Companies (Cost
Records and Audit) Amendments Rules, 2014, the
Company is required to maintain the cost records in
respect of its business and accordingly such accounts
and records are made and maintained.

Your Board has re-appointed M/s. Sagar & Associates,
Cost Accountants, as the Cost Auditors of the
Company for the Financial Year 2025-26. As required
by the Act, the remuneration of the Cost Auditors
has to be ratified by the Members and accordingly
the resolution relating to remuneration of the Cost
Auditors is being placed before the Members for
their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation
24A of SEBI LODR Regulations, as amended, the
Board, subject to the approval of the shareholders,
has appointed Y. Ravi Prasada Reddy, Practising
Company Secretary (CP No. 5360) proprietor of RPR
& Associates, to undertake the Secretarial Audit of the
Company for a period of five years i.e. from FY 2025Â¬
26 to FY 2029-30. The Secretarial Audit Report issued
by RPR & Associates for the period under review in
Form MR-3 is in Annexure-3 to this Report. There are
no qualifications, reservations or adverse remarks in
the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/
Frauds reported:

There are no Auditors'' Qualifications or reservations
or adverse remarks on the financial statements of the
Company. The Auditors have not reported any frauds to the
Audit Committee as prescribed under Section 143(12) of
the Companies Act, 2013.

Significant and material orders passed by the Courts/
Regulators:

There are no significant and material orders passed by the
Courts or Regulators against the Company.

Rating:

CARE has reaffirmed/revised with its rating of "AA Stable"
to "AA Negative" on the long term bank facilities of the
Company and Reaffirmed A1 on the short term bank
facilities of the Company.

Insurance:

All properties and insurable interests of the Company
including buildings, plant and machinery and stocks have
been fully insured.

Corporate Social Responsibility initiatives:

Annual Return:

As required pursuant to section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014 (as amended), a copy of
the Annual Return of the Company shall be placed on the
Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and
Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the statement of particulars of
appointment and remuneration of managerial personnel
and employees is attached in Annexure-5 to this Report.

Human resources:

The management believes that competent and committed
human resources are vitally important to attain success
in the organisation. In line with this philosophy, utmost
care is being exercised to attract quality resources and
suitable training is imparted on various skill-sets and
behavior. Various initiatives were undertaken to enhance
the competitive spirit and encourage bonding teamwork
among the employees and could achieve the targeted
growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 2,86,633 (Two
lakh eighty six thousand six hundred and thirty-three
only) equity shares of H2/- to various eligible employees of
the Company under ESOP Schemes 2016 and 2018 upon
exercise of their vesting rights in May and December, 2024.

The details of stock options are as mentioned in Annexure-6
and forms part of this Report. Further, the details of the
stock options stated in the notes to accounts of the financial
statements also forms part of this Annual Report.

Conservation of energy, technology absorption and
foreign exchange earnings/outgo:

The information required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of Companies
(Accounts) Rules, 2014, is appended hereto as Annexure-7
and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for
Prevention of Sexual Harassment of Women at workplace.
During the year under review, the Company has not received
any complaints under the policy.

The Company has many systems, processes and policies
to ensure professional ethics and harmonious working
environment. We follow Zero Tolerance towards Corruption
and unethical conduct. These are ensured through Whistle
Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual
Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Details of application made or any proceeding pending
under Insolvency and Bankruptcy Code - 2016 - Nil

Details of difference between amount of the valuation done
at the time of one time settlement and the valuation done
while taking load from the Banks and Financial Institutions
with reasons thereof - Not Applicable

Statement of deviation(s) or variation(s) in the use of
proceeds:

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations,
this is to state that this Regulation is not applicable to the
Company since the Company has not made public issue,
rights issue or preferential issue during the year under
review and accordingly there are no deviations or variations
in the use of proceeds from the objects stated in the offer
document or explanatory statement to the notice for the
general meeting, as applicable.

Corporate Governance:

A separate section on Corporate Governance practices
followed by your Company, as stipulated under Schedule
V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and
forming part of this report.

The certificate of the Practising Company Secretary
Mr.Y.Ravi Prasada Reddy with regard to compliance of
conditions of corporate governance as stipulated under
Schedule V(E) of the SEBI (LODR) Regulations, 2015 is
annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR
as part of the Annual Report for top 1,000 listed entities
based on market capitalisation. In accordance with the
Listing Regulations, we have integrated BRSR disclosures
into our Annual Report.

Awards:

â¢ The Company has been honoured with the 2024 DET
Hurun Award for outstanding contribution to India''s
manufacturing economy at the prestigious India
Manufacturing Excellence Awards;

â¢ The Company has been recognised as one of the top
75 innovative companies in India for 2024 by the
Confederation of Indian Industry (CII);

â¢ The Company has been awarded with the prestigious
Export Performance Award at the IPHEX Event;

â¢ The following Laurus Labs Units won the Confederation
of Indian Industry (CII), Andhra Pradesh - Industrial
Safety Excellence Awards for the Performance Year
2024: -

- Laurus Labs Limited, Unit-1: Outstanding Safety
Performer Award

- Laurus Labs Limited, Unit-3: Best Safety
performer Award

â¢ Unit-1 has been awarded with the Winner of the Safe
Manufacturing Excellence Award at the GMEA 2024;

â¢ Unit-2 received a Silver Award in the National Awards for
Manufacturing Excellence 2024

Acknowledgements:

Your Directors would like to place on record their sincere
appreciation to customers, business associates, bankers,
vendors, government agencies and shareholders for their
continued support.

Your Directors are also happy to place on record their
sincere appreciation to the co-operation, commitment and
contribution extended by all the employees of the Laurus
family and look forward to enjoying their continued support
and cooperation.

For and on behalf of the Board

Dr. Satyanarayana Chava V.V. Ravi Kumar

Executive Director & Executive Director &

Chief Executive Officer Chief Financial Officer

DIN: 00211921 DIN: 01424180

Hyderabad
May 15, 2025

Mar 31, 2024

The Directors have pleasure in presenting the 19^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

Standalone and Consolidated Financial Highlights:

(Rs. in Crores)
	Consolidated		Standalone
i	2023-24	2022-23	2023-24	2022-23
Gross Income	5,041	6,041	4,812	5,773
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)	798	1,594	777	1,487
Finance Charges	183	165	151	146
Depreciation/Amortisation	385	324	345	301
Net Profit Before Tax	236	1109	301	1051
Provision for Tax	68	312	78	291
Net Profit After Tax carried to Balance Sheet	168	797	224	760
Interim Dividend paid			86	107

â¢ The Company has implemented SANKALP (in alliance with DSS ) to enhance organisational safety and excellence.

â¢ During the year, our Investee company ImmunoACT, India''s first CAR-T cell therapy, NexCAR 19 has been approved from CDSCO on October 12, 2023 to treat r/r Lymphoma/Leukamia indication and commercial launch and treatment started and CAR-T treatment capacity has been under expansion to service more patients.

â¢ The Company has collaborated with IIT Kanpur to inlicense and fund development of Gene Therapy assets and took all steps to set up a GMP manufacturing facility in IIT-Kanpur campus.

â¢ The stake in ImmunoACT has been increased to 33.86% from the earlier 26.62% by investing around ''80 crores and the stake in Laurus Bio has gone up from the earlier 72.61% to 87.58% (both on fully diluted basis) by investing ''72 crores;

â¢ Executed MOU with KRKA d.d., novo mesto, Slovenia to set up a ]V Company which will have significant growth potential in India and overseas markets.

â¢ Your Company was certified as Great Place to Work in fourth consecutive year.

(ii) Outlook:

Business prospects may remain positive because of the growing global demand for generics and opportunities provided by the expiry of patents in developed markets. Your Company also expects to sustain in overall ARV business due to stable demand.

Company''s Affairs:(i) Operations:

During the year under review, the Turnover of your Company stood at ''5,041 crores and registered growth of 9% excluding one large purchase order (PO). However, due to reduction in sale price for ARV prodcuts, non-generation of revenue from the additional manufacturing capacities for want of completing validation protocols, incurred cost on new areas of business, the turnover and profits have reduced significantly. The profit stood at ''168 crores which is less by 80% over the last year profit of ''797 crores. Notwithstanding this, your company is able to maintain gross marging at more than 50% which gives confidence and hope that your company will be able to achieve it''s goals in forthcoming years.

During the year under review -

â¢ Your Company was able to undertake increasing application of new and sustainable technologies such as Flow Chemistry, Bio Catalysis, precision fermentation etc. providing base for rapidly expanding CDMO offering.

â¢ Your Company has invested ''700 crores during the year on ongoing expansion program so that the Company will be able to achieve its future goals;

â¢ Your Company continue to advance on regulatory and ESG Agenda; signed Greenhouse Gases commitment with Science Based Targets Initiative (SBTi);

â¢ More than 100 quality audits have been completed by various customers and regulatory agencies;

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to inform you that the Board has declared the interim dividend @ 20% (i.e. ''0.40 per share of the face value of ''2/- each) and paid to the Shareholders in November, 2023 and the 2^nd Interim dividend @ 20% (i.e. ''0.40 per share of the face value of ''2/- each) and being paid to the shareholders in May, 2024 aggregating to 40% dividend i.e. ''0.80/- per share of the face value of ''2/- each relating to the FY 2023-24. The dividend payout ratio is 19% which is within the stipulated maximum of 20% under dividend policy.

Transfer to Reserves:

Your Company did not transfer any portion of profits to Reserves.

Share Capital:

During the year under review -

â¢ Company has allotted 3,14,933 (Three lakh fourteen thousand nine hundred and thirty three only) equity shares of ''2/- to various eligible employees of the Company under Employee Stock Option Scheme 2018 upon exercise of their vesting rights in December, 2023.

â¢ As a result, the paid up share capital as on December 8, 2023 stood at ''107,79,31,716/- divided into 53,89,65,858 shares of ''2/- each.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or associates, during the year under review.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2024 to April 25, 2024.

Disclosure on Large Corporate:

Your Company was qualified as âLarge Corporateâ in terms of the circular dated November 26, 2018 issued by Securities and Exchange Board of India (SEBI) for the Financial Years 2022 and 2023 due to which your Company was required to raise 25% of its incremental borrowings during the Financial Years 2023 and 2024 through debt securities. For these two years, the incremental borrowings made by the Company and the amount to be raised through debt securities are as follows:

		25% to be
FY	Incremental	sourced through
FY	Borrowing made/''	debt securities/
		Amount/''
23	200.00 crores	50.00 crores
24	177.37 crores	44.34 crores

This criteria is to be met over a period of three years. However, SEBI through its circular dated October 19, 2023 changed the criteria for âLarge Corporateâ according to which your Company is not qualified as âLarge Corporateâ and hence the requirement of raising 25% of its incremental borrowing through debt securities done away with for the FY 2025 onwards unless your Company is qualified as Large Corporate as per the revised criteria in future.

The said circular also stated that for the earlier years the Large Corporates like your Company (which are not Large Corporates as per the revised circular) may endeavour to comply with the requirements of raising 25% of the incremental borrowings through debt securities or alternatively such Large Corporates shall provide a one time explanation in their Annual Report for FY 2024.

The borrowing cost of funds through the route of debt securities is higher by around 1% to 1.50% per annum by way of higher interest rate and placement cost and therefore in order to keep the cost of funds under control your Company has decided not to proceed with raising of incremental borrowings through debt securities as per the rescinded circular of SEBI dated November 26, 2018 and the same may be noted by the members accordingly.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures: At the end of the year, the status of the subsidiaries/associates is as follows:
Name of the Holding Company Name of the Subsidiary		% shareholding	Status
Laurus Labs Limited	Sriam Labs Pvt. Ltd.	100%	WOS *
	Laurus Holdings Limited, United Kingdom	100%	WOS
	Laurus Synthesis Pvt. Ltd.	100%	WOS
	Laurus Generics (SA) Pty Ltd.	100%	WOS
	Laurus Specialty Chemicals Pvt. Ltd.	100%	WOS
	Laurus Bio Pvt. Ltd.	87.58%	Subsidiary
	Immunoadoptive Cell Therapy Private Limited	33.86%	Associate
	Ethan Energy India Private Limited	26%	Associate
Laurus Holdings Ltd., UK	Laurus Generics GmbH, Germany @	100%	WOS
	Laurus Generics Inc., USA @	50.76% #	Subsidiary
* WOS means Wholly Owned Subsidiary @ Laurus Generics GmbH, Germany and Laurus Generics Inc., are step-down subsidiaries of Laurus Labs Limited # Balance 49.24% is held by your Company.

As per Sec.129(3) of the Companies Act, 2013 the consolidated financial statement of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards forms part of this Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is attached as Annexure-1 to the Directors'' Report.

Consolidated financial Statements:

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of applicable Accounting Standards and the provisions of Companies Act, 2013. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separately the audited financial statements of its subsidiaries on its website www.lauruslabs.com and copies of audited financial statements of the subsidiaries will be provided to the Members at their request.

Particulars of Loans, Guarantees and Investments:

The Company has also issued a Corporate Guarantee to the Bankers for the loans sanctioned to Laurus Synthesis Private Limited and for Laurus Bio Private Limited and the guarantees provided are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Mr. V.V. Ravi Kumar will retire at the ensuing annual general meeting and, being eligible, seek reappointment. The Board of Directors recommends his re-appointment.

During the year, Mr. Chandrakanth Chereddi has resigned as a non-executive Director from the Board w.e.f. October 21, 2023.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, eight (8) board meetings were held. The details of the meetings including the composition of various committees are provided in the Report on Corporate Governance.

Performance Evaluation:

The formal annual evaluation of the performance of the Board as well as non-independent directors was undertaken by the Nomination and Remuneration Committee. The performance of Board Committees and of individual independent directors was undertaken by the Board members.

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 5, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)

(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director

and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows:

â¢ Non-Executive and Independent Directors (âNEDsâ) will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee (âCompensation Committeeâ) and recommended to the Board for its approval.

â¢ As approved by the shareholders at the shareholders meeting held on July 20, 2016, commission will be paid at a rate not exceeding 1 % per annum of the profits of the Company computed in accordance with section 198 of the Act.

â¢ The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

â¢ NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) (âESOPâ) of the Company.

â¢ The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

â¢ The Company''s total compensation for Directors and Key Managerial Personnel as defined under the Act / other employees will consist of:

- fixed compensation

- variable compensation in the form of annual incentive

- benefits

- work related facilities and, perquisites Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company''s website and the following is web address of the said policy.

https://www.lauruslabs.com/Investors/PDF/Policies/ Remuneration Policy.pdf

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders.

https://www.lauruslabs.com/Investors/PDF/Policies/ Dividend Policy.pdf

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

In accordance with Sec 134(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred to in Sec.188(1) of the Act, have been provided in Form AOC-2 and attached the same as Annexure-2.

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established a whistleblower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration No.117366W/W-100018 have been appointed as Statutory Auditors of the Company for the second term of Five years from the conclusion of 17^th AGM till the conclusion of 22^nd AGM of the Company at a remuneration to be decided by the Board.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has re-appointed M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2024-25. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued in Form MR-3 is in Annexure-3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/ Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/ Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has continued with its rating of âAA Stableâ on the long term bank facilities of the Company and Reaffirmed A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-5 to this Report.

Human resources:

training is imparted on various skill-sets and behavior. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees and could achieve the targeted growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 3,14,933 (Three lakh fourteen thousand nine hundred and thirty three only) equity shares of ''2/- to various eligible employees of the Company under Employee Stock Option Scheme 2018 upon exercise of their vesting rights in December, 2023.

The details of stock options are as mentioned in Annexure-6 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure-7 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr.Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalisation. In accordance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

Awards:

â¢ Dr. Satyanarayana Chava, Founder & CEO has been awarded by Business Today as the Best CEO 2024 in Pharma & Health Care sector.

â¢ The following Laurus Labs Units won the Confederation of Indian Industry (CII), Andhra Pradesh - Industrial Safety Excellence Awards for the Performance Year 2023: -

- Laurus Labs Limited, Unit-2: Best Safety

Performer Award

- Laurus Labs Limited, Unit-4: Best Safety

performer Award

- Laurus Labs Limited, Unit-5: Industrial Safety Leadership Award

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

Mar 31, 2023

Your Directors have pleasure in presenting the 18^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March 2023.

Standalone and Consolidated Financial Highlights:

('' in Crores)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Gross Income	6,041	4,936	5,773	4,707
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	1,594	1,436	1,487	1,299
Finance Charges	165	102	146	96
Depreciation/Amortization	324	251	301	235
Net Profit Before Tax	1109	1084	1051	975
Provision for Tax	312	252	291	225
Net Profit After Tax carried to Balance Sheet	797	832	760	750
Interim Dividend	--	--	107	107

Companyâs Affairs:

- (i) Operations:

During the year under review, the Turnover of your Company increased from '' 4,936 Crores to '' 6,041 Crores which is around 22% growth with strong mix improvement led by significant progress in CDMO-Synthesis business. This CDMO segment has grown by 136% contributing 36% of total revenues this year as against 19% contribution of total revenues of previous year. Similarly, API business and Bio segments have grown by more than 25% over the previous year. However, FDF division has declined its sales by 39% due to less procurement from Global agencies and adverse pricing,

During the year under review -

â¢ Your Company expanding its business in CDMO segment by attracting more innovator companies including some of the Big Pharma customers. Your company expects to enhance business further from existing and new customers.

â¢ During the year, your Company has invested '' 990 crores towards capex and expanded its capacities significantly and further expansion plans of approximately another '' 1,000 crores are scheduled to be implemented in FY 2023-24.

â¢ Filed and got approval NDA for novel HIV paediatric product based on new DP platform in ODF.

â¢ Developed & optimized Continuous Flow technology in Lab & commercial scale implementation is underway

â¢ The Company has acquired 26% Stake in Ethan Energy to boost captive Renewable Energy power. The entire capacity of 10 MW power shall be solely consumed by your Company.

â¢ During the year, the Company has also invested '' 18.40 crores towards second tranche investment in ImmunoACT which has completed its phase-1 clinical trials in CAR T Technology in the treatment of liquid cancers and progressing very well in its phase-II clinical trials.

â¢ Laurus Bio has completed its expansion plan and started its commercial operations in its Unit-2 thereby boosted its sales reached '' 125 Cr mark.

â¢ The Company has spent '' 211 crore on its R&D which is 3.5% of revenues. The Company has also filed 6 DMFs and 6 ANDAs during the year.

â¢ The disruptions in business operations due to Covid-19 have been subsided during the year and the Company has reached its normal operations level.

â¢ There was an unfortunate fire accident that took place in Unit-3 which has costed 5 precious lives of associates of the Company and the Company supported the families of these associates in all possible ways including offer to provide employment to family members. Further, the Company took all necessary steps to improve the safety measures to avoid such incidents in future to the best extent possible.

(ii) Outlook:

Business prospects may remain positive due to higher prospects in CDMO business. Your Company will realise more revenue from the non-ARV FDF business based on approval to lunch products in developed markets. Your Company also expects to improve in overall ARV business due to raising demand. However, there are still certain logistic and other challenges in the light of global political tensions including Russia-Ukrain war, signs of global economic recession etc.

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management''s Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to inform you that the Board has declared the interim dividend @ 40% (i.e. '' 0.80 per share of the face value of '' 2/- each) and paid to the Shareholders in November, 2022 and the 2^nd Interim dividend @ 60% (i.e. '' 1.20 per share of the face value of '' 2/- each) and being paid to the shareholders in May, 2023 aggregating to 100% dividend i.e. '' 2/- per share of the face value of '' 2/- each relating to the FY 2022-23.

Transfer to Reserves:

Your Company did not transfer any portion of profits to Reserves.

Share Capital:

During the year under review -

- Company has allotted 12,91,590 (Twelve Lakh ninety one thousand fivee hundred and ninety only) equity shares of '' 2/- to various eligible employees of the Company under Employee Stock Option

Schemes-2016 & 2018 upon exercise of their vesting rights in December, 2022. As a result, the paid up share capital as on 17^th December, 2022 stood at '' 107,73,01,850/- divided into 53,86,50,925 shares of '' 2/- each

- Mr. Venkata Ravi Kumar Vantaram, Promoter of the Company has transferred some his shareholding to his partnership firm M/s. Leven Holdings and as a result M/s. Leven Holdings has been inducted as the Promoter of the Company. All the required compliances have been duly complied in this regard.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or associates, during the year under review, the Company has incorporated a wholly-owned subsidiary named M/s. Laurus Specialty Chemicals Private Limited for Specialty Chemicals Business.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2023 to April 27, 2023.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

During the year, the following activities took place at subsidiaries and/or associates level:

a) The Company has incorporated a wholly-owned subsidiary named M/s. Laurus Specialty Chemicals Private Limited for Specialty Chemicals Business on December 01,2022.

Therefore, at the end of the year, the status of the subsidiaries/associates is as follows:
Name of the Holding Company	Name of the Subsidiary	% shareholding	Status
Laurus Labs Limited	Sriam Labs Pvt Ltd	100%	WOS ¹
	Laurus Holdings Limited, United Kingdom	100%	WOS
	Laurus Synthesis Pvt Ltd.	100%	WOS
	Laurus Generics (SA) Pty Ltd.	100%	WOS
	Laurus Specialty Chemicals Pvt. Ltd.	100%	WOS
	Laurus Bio Pvt Ltd.	76.60%	Subsidiary
	Immunoadoptive Cell Therapy Private Limited	26.62%	Associate
	Ethan Energy India Private Limited	26%	Associate
Laurus Holdings Ltd., UK	Laurus Generics GmbH, Germany @	100%	WOS
	Laurus Generics Inc., USA @	50.76% #	Subsidiary

containing salient features of the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is attached as Annexure-1 to the Directors'' Report.

Consolidated financial Statements:

Particulars of Loans, Guarantees and Investments:

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Dr. Satyanarayana Chava and Dr. Chunduru Venkata Lakshmana Rao will retire at the ensuing annual general meeting and, being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, five board meetings were held. The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

Performance Evaluation:

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 05, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)

(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows:

â¢ Non-Executive and Independent Directors (âNEDsâ) will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee (âCompensation Committeeâ) and recommended to the Board for its approval.

â¢ As approved by the shareholders at the shareholders meeting held on July 20, 2016, commission will be paid at a rate not exceeding 1% per annum of the profits of the Company computed in accordance with section 198 of the Act.

â¢ The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

â¢ NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) (âESOPâ) of the Company.

â¢ The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

â¢ The Company''s total compensation for Directors and Key Managerial Personnel as defined under the Act / other employees will consist of:

o fixed compensation

o variable compensation in the form of annual

incentive

o benefits

o work related facilities and, perquisites

Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company''s website and the following is web address of the said policy.

http://www.lauruslabs.com/sites/all/themes/lauruslab// Investors/PDF/Policies/Remuneration Policy.pdf

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders.

https://lauruslabs.com/Investors/PDF/Policies/Dividend

Policy.pdf.

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established a whistleblower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP, Firm Registration No.117366W/W-100018 have been appointed as Statutory Auditors of the Company for the second term of Five years from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company at a remuneration to be decided by the Board.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has re-appointed M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2023-24. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report issued in Form MR-3 is in Annexure-3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/ Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the

Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/ Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has revised and improved its rating of âAA- with outlook Positiveâ to âAA with Stable outlookâ on the long term bank facilities of the Company and Reaffirmed A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-5 to this Report.

Human resources:

The management believes that competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees and could achieve the targeted growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 12,91,590 (Twelve Lakh ninety one thousand five hundred and ninety only) equity shares of '' 2/- to various eligible employees of the Company under Employee Stock Option Schemes-2016 & 2018 upon exercise of their vesting rights in December, 2022.

The details of stock options are as mentioned in Annexure-6 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure-7 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BSE 200:

The Equity Shares of your Company have been inducted in S&P BSE 200 indices with effect from December 20, 2021

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr.Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. In accordance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

Awards:

During the period under review your Company and the top level management has achieved the following accolades to suit up their efforts for all these years:

> Dr.Satyanarayana Chava, Founder & CEO has been recognized by Fortune Magazine as one of the India''s Top CEO''s in the 2022.

> Dr.Satyanarayana Chava, Founder & CEO has been recognized by Business Today as one of the Best CEO''s in India for the year 2022.

> Your Company was recognized as one of the âTop 15â, India''s Best Work Places in Pharmaceuticals, Healthcare and Biotech 2022

> Your Company was certified as âGreat Place to Workâ for the 5th consecutive year

> Your Company''s, Unit-6 has won the CII Industrial Safety Excellence Award 2022 in recognition of Best EHS Innovative practices

> Your Company''s, Unit-5 received, two CII awards for Industrial Safety & Environment

> Your Company won Teva''s âBest Supplier of the Year 2022â Award, across all the categories.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board of Directors LAURUS LABS LIMITED

Dr. Satyanarayana Chava V.V. Ravi Kumar

Executive Director & Chief Executive Officer Executive Director & Chief Financial Officer

DIN: 00211921 DIN: 01424180

G.Venkateswar Reddy

Company Secretary

Place: Hyderabad Date: April 27, 2023

WOS means Wholly Owned Subsidiary

@ Laurus Generics GmbH, Germany and Laurus Generics Inc., are step-down subsidiaries of Laurus Labs Limited

# Balance 49.24% is held by your Company.

Mar 31, 2022

Your Directors have pleasure in presenting the 17^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

Standalone and Consolidated Financial Highlights:

('' in crore}
	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Gross Income	4,936	4,814	4,707	4,769
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)	1,436	1,573	1,299	1,532
Finance Charges	102	68	96	66
Depreciation/Amortisation	251	205	235	197
Net Profit Before Tax	1084	1301	975	1,275
Provision for Tax	252	317	225	319
Net Profit After Tax carried to Balance Sheet	832	984	750	956
Interim Dividend	-		107	107

Companyâs Affairs:

(i) Operations:

The year 2021-22, is also a another challenging year due to the outbreak of the Second and third wave of COVID-19. Even during these difficult times, your Company could be able to maintain its performance similar to the previous year. During the year under review, the Turnover of your Company i ncreased from ''4,814 crore to ''4,936 crore which is around 3% growth but delivered strong mix improvement led by significant progress in Non-ARV business, especially CDMO-Synthesis business. This division has grown by 77% contributing 19% of total revenues this year as against 11% contribution of total revenues of previous year.

During the year under review -

â¢ The FDF Division which has started its commercial operations three years ago, has achieved a record growth and contributed a turnover of ''1,880 crore.

â¢ The Synthesis division also achieved its all time high growth and contributed a turnover of ''917 crore.

â¢ Bio division Recorded ''100 crore turnover and improved materially over pre-acquisition annualised run-rate.

â¢ The Company has also signed an agreement with MPP (Medicine Patient Pool) to manufacture Molnupiravir, oral COVID-19 antiviral medication.

â¢ The Company received purchase orders from a leading Global Life Sciences Company which is material order in terms of our materiality policy.

â¢ Fixed Assets of the Company have been increased by more than ''900 crore.

â¢ The Company has added 1 billion units capacity in its Formulation Unit by undertaking debottlenecking of existing facility and added new block for 4 billion units capacity.

â¢ The Company has acquired lands for two API manufacturing units in Visakhapatnam and one land parcel in Hyderabad for further expansion and its 100% subsidiary LSPL has acquired two land parcels for manufacutring in Visakhapatnam and one land parcel for its R&D facility in Hyderabad.

â¢ The Company has spent ''202 crore on its R&D which is 4% of total sales. The Company has also filed 12 DMFs during the year.

â¢ 106 Customers audits have been completed successfully during the year; and 44 site audits have also been completed successfully by international health authorities including USFDA, WHO Geneva, ANVISA Brazil since 2018.

â¢ The Company has acquired 26.62% of stake in Immunoadoptive Cell Therapy Private Limited on fully diluted basis, with around ''46 crore investment, and has has paid the subscription amount of ''27.60 crore (Rupees Twenty-Seven crore and Sixty lakh only) as âTranche 1 Subscription Amountâ on December 9, 2021.

(ii) COVID-19

Your Company supported colleagues and their families, society and Government bodies during these tough times.

A thorough thermal scanning and sanitisation protocols were continued during the year at all the plants and offices. Monitoring of employees for signs and symptoms through voluntary disclosure was continued. Additional buses provided to maintain physical distance. Work from home facility was provided wherever possible to maintain lean staff in the work area.

Your Company is committed to support the Government and other authorities to extend its helping hand in the fight against COVID-19 pandemic.

(iii) Outlook:

Business prospects may remain positive because of the growing global demand for generics and opportunities provided by the expiry of patents in developed markets. Customs Synthesis division of your Company is expected maintain similar growth in FY2023 as well. Post COVID-19, there are new business opportunities for the pharmaceutical industry, in particular, our Company. But, of course, there are challenges too in logistics, supply chain management etc. due to extensive lock downs because of Covid impact in China and other parts of the world.

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management''s Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to inform you that the Board has declared the 1st interim dividend @ 40% (i.e. ''0.80 per share of the face value of ''2/- each) and paid to the Shareholders in November, 2021 and the 2nd Interim dividend @ 60% (i.e. ''1.20 per share of the face value of ''2/- each) and being paid to the shareholders in May, 2022 aggregating to 100% dividend i.e. ''2/- per share of the face value of ''2/- each relating to the FY2022.

Transfer to Reserves:

Your Company did not transfer any portion of profits to Reserves.

Share Capital:

During the year under review-

â¢ Company has allotted 7,56,950 (Seven Lakh Fifty Six Thousand Nine Hundred and Fifty only) equity shares of ''2/- to various eligible employees of the Company under Employee Stock Option Schemes-2016 & 2018 upon exercise of their vesting rights in December, 2021. As a result, the paid-up share capital as on 20^th December, 2021 stood at ''10,74,718,670/- divided into 53,73,59,335 shares of ''2/- each

â¢ Dr. Satyanarayana Chava and Mrs. Nagarani Chava, the promoters of the Company have transferred their shares to a Partnership Firm M/s. NSN Holdings represented by its Managing Partner Dr. Satyanarayana Chava and as a result M/s. NSN Holdings has been inducted as the Promoter of the Company. All the required compliances as per SEBI SAST Regulations have been duly complied in this regard.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or associates, during the year under review. However, the Company has acquired 26.62% of stake in Immunoadoptive Cell Therapy Private Limited on fully diluted basis, with around ''46 crore investment, and has has paid the subscription amount of ''27.60 crore (Rupees Twenty-Seven crore and Sixty lakh only) as âTranche 1 Subscription Amountâ on December 9, 2021. The promoters of your Company, namely Dr. Satyanarayana Chava, Mr. V. V. Ravi Kumar and Dr. Lakshmana Rao C V have also invested in this company in their personal capacity as well.

This company is in to research and providing of CAR-T therapy to the cancer patients which is very successful and the terminally ill patients have been recovered and survived during the trials undertaken by this company.

The investment in ImmunoACT is part of the larger strategy to strengthen biologics business of the Company and this provides us access and entry into an emerging field of research. CAR-T therapy is very promising treatment option which has had great success in the western part of the world. In India, CAR-T therapy is not available and this collaboration will help us in bringing this novel technology to the Indian cancer patients at a very affordable pricing.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2022 to April 28, 2022.

Fixed Deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

During the year, the following activities took place at subsidiaries and/or associates level:

a) The Company has acquired 26.62% of stake in Immunoadoptive Cell Therapy Private Limited on fully diluted basis, with around ''46 crore investment, and has has paid the subscription amount of ''27.60 crore (Rupees Twenty-Seven crore and Sixty lakh only) as âTranche 1 Subscription Amountâ on December 9, 2021.

b) During the period under review, it has been decided to voulantarily strike off the name of the step down subsidiary of the Company, Laurus Ingredients Private Limited from the Regsiter of Companies and necessary applications as required under Section 248 have been filed with the respective ROC since there was no business activity in this step down subsidiary for more than an year.

c) The Company has infused more capital into Laurus Generics Inc., due to its increase in operations, to a tune of USD 2 Millions. Therefore, at the end of the year, the status of the subsidiaries/associates is as follows:

Name of the Holding Company Name of the Subsidiary	% shareholding	Status
Laurus Labs Limited Sriam Labs Pvt. Ltd.	100%	WOS¹
Laurus Holdings Limited, United Kingdom	100%	WOS
Laurus Synthesis Pvt. Ltd.	100%	WOS
Laurus Generics (SA) Pty. Ltd.	100%	WOS
Laurus Bio Pvt. Ltd.	76.60%	Subsidiary
Immunoadoptive Cell Therapy Private Limited	26.62%$	Associate
Laurus Holdings Ltd., UK Laurus Generics GmbH, GermanyÂ®	100%	WOS
Laurus Generics Inc., USAÂ®	50.76%#	Subsidiary

* WOS means Wholly-Owned Subsidiary

$ The Company has so far contributed a 1^st tranche investment amount of ?27.60 crore and has got 18.94% voting rights as on date and upon payment of balance amount as per Shareholders'' Agreement, your Company''s voting rights will go up to 26.62%.

@ Laurus Generics GmbH, Germany and Laurus Generics Inc., are step-down subsidiaries of Laurus Labs Limited

# Balance 49.24% is held by your Company.

As per Section 129(3) of the Companies Act, 2013 the consolidated financial statement of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards forms part of this Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is attached as Annexure-1 to the Directorsâ Report.

Consolidated Financial Statements:

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of applicable Accounting Standards and the provisions of Companies Act, 2013. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separately the audited financial statements of its subsidiaries on its website www. lauruslabs.com and copies of audited financial statements of the subsidiaries will be provided to the Members at their request.

Particulars of Loans, Guarantees and Investments:

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Mr. V. V. Ravi Kumar and Mr. Chandrakanth Chereddi, Directors, will retire at the ensuing annual general meeting and, being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

As per the SEBI (LODR) Regulations, 2015; the members of the Board and Nomination Remuneration Committee have stipulated the following skills and capabilities required

for the fulfillment of the roles of Independent Directors of the Company.

a) Hands on Pharma industry experience in sourcing, manufacturing, marketing and business development

b) Accounting, Financial, Budget, Costing expertise

c) Expertise in Corporate Governance

d) Formulation of effective strategy

Dr. Venugopala Rao Malempati and Dr. Ravindranath Kancherla, the Independent Directors of the Company have successfully completed their first term of five years as Independent Directors and the Board proposes to re-appoint Dr. M. Venugopala Rao for a second term of 2 years only and Dr. Ravindranath Kancherla for a second term of 5 years with effect from May 18, 2022 as per the provisons of Section 149. The Board of Directors recommends their re-appointment as they have fulfilled all the necessary eligibility criteria as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the period under review Dr. Satyanarayan Chava, Executive Director and CEO and Dr. Ravindranath Kancherla, Non-Executive Independent Director of the Company have been appointed on the Board of Immunoadoptive cell Therapy Private Limited as Nominee Directors with effect from December 9, 2021.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, Six board meetings were held. The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

Performance Evaluation:

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 5, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)

(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows: ¹

â¢ The Company''s total compensation for Directors and Key Managerial Personnel as defined under the Act/other employees will consist of:

- fixed compensation

- variable compensation in the form of annual incentive

- benefits

- work related facilities and, perquisites Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company''s website and the following is web address of the said policy.

https://www.lauruslabs.com/Investors/PDF/Policies/ Remuneration Policy.pdf

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders.

https://www.lauruslabs.com/Investors/PDF/Policies/Dividend

Policy.pdf

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred to in Section 188(1) of the Act, have been provided in Form AOC-2 and attached the same as Annexure-2

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established a whistleblower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration No.117366W/W-100018 are proposed by the Board of Directors for the Appointment as Statutory Auditors of the Company for the second term of Five years from the conclusion of this 17th AGM to till the conclusion of 22nd AGM of the Company at a remuneration decided by the Board.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has re-appointed M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2022-23. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report issued in Form MR-3 is in Annexure-3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/ reservations/ adverse remarks/ Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Section 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has revised and improved its rating of âAA- with outlook Positiveâ to âAA with Stable outlookâ on the long-term bank facilities of the Company and Reaffirmed A1 on the short-term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programmes undertaken by the Company during the year under review have been provided in Annexure-4 and forms part of this Report.

Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-5 to this Report.

Human Resources:

The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees even during the COVID pandemic outbreak, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 7,56,950 (Seven Lakh fifty six thousand Nine hundred and fifty only) equity shares of ''2/- to various eligible employees of the Company under Employee Stock Option Schemes-2016 & 2018 upon exercise of their vesting rights in December, 2021.

The details of stock options are as mentioned in Annexure-6 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Your Company has proposed and got approval for a new ESOP Scheme 2021 with one million stock options which is around 0.20% of the paid-up capital of the Company to be gratned to the eligible employees in future to attract and retain talented employees in the last Annual General Meeting of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure-7 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through whistle-blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BSE 200:

The Equity Shares of your Company have been inducted in S&P BSE 200 indices with effect from December 20, 2021

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr. Y. Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report.

Awards:

During the period under review your Company and the top level management has achieved the following accolades to suit up their efforts for all these years.

â¢ Dr. Satyanarayana Chava, Founder & CEO, Laurus Labs, has won Sakshi Business Excellence Awards, Business Person of the year, for the year 2019-20;

â¢ Dr. Satyanarayana Chava has won the E&Y Entrepreneur of the Year 2021 award and also won AIMA''s Emerging Business Leader of the Year 2021 Award;

â¢ Great Place to WorkÂ® India has recognised Dr. Satyanarayana Chava, Founder and CEO, Laurus Labs as one of India''s Best Leaders in Times of Crisis 2021;

â¢ Dr. Satyanarayana Chava, Founder & CEO, Laurus Labs was conferred an honorary doctorate by renowned Vignan University, Guntur, Andhra Pradesh. The doctorate was conferred as a recognition of his contributions to pharma and biotechnology fields;

â¢ Your Company received the Economic Times award for Corporate Excellence âEmerging Company of the year 2021;

â¢ Your Company was certified as âGreat Place to Workâ for the 4^th consecutive year.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

Non-Executive and Independent Directors (âNEDsâ) will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee (âCompensation Committeeâ) and recommended to the Board for its approval.

â¢ As approved by the shareholders at the shareholders meeting held on July 20, 2016 commission will be paid at a rate not exceeding 1% per annum of the profits of the Company computed in accordance with Section 198 of the Act.

â¢ The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

â¢ NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) (âESOPâ) of the Company.

â¢ The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

Mar 31, 2021

Your Directors have pleasure in presenting the 16th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2021.

Standalone and Consolidated Financial Highlights:

Particulars	('' in crore) Consolidated Standalone
Particulars	2020-21	2019-20	2020-21	2019-20
Gross Income	4,814	2,832	4,769	2,797
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)	1,573	570	1,532	575
Finance Charges	68	90	66	88
Depreciation/Amortisation	205	187	197	184
Net Profit Before Tax	1301	294	1,275	305
Provision for Tax	317	38	319	37
Net Profit After Tax carried to Balance Sheet	984	255	956	267
Dividend paid			107	16
Dividend Tax on Dividend				3
Proposed Dividend amount				11

Company''s Affairs:

(i) Operations:

The year 2020-21, is a most chaellenging year due to COVID-19. Even during these difficult times, Your Company could be able to deliver the best performance since its inception. Your Company exhibited all-round performance by all the business areas and improved operational leverage. During the year under review, the Turnover of your Company increased from '' 2,832 crore to '' 4,814 crore, an increase of 70% and the Profit After Tax increased from '' 255 crore to '' 984 crore, an increase of 286%. This stellar performance was possible due to the proper vision and strategy of leadership team, efficient execution of operational team and with the support of dedicated employees and other committed stakeholders of the Company.

During the year under review -

Â» The API Division has shown excellent performance and achieved a turnover of '' 2,621 crore. A Robust growth was achieved due to ARV-API, CVS, Anti Diabetic and PPIs

Â» The FDF Division which has started its commercial operations two years ago, has achieved a record growth and contributed a turnover of '' 1,664 crore and also supplied ARVs to 47 countries in access market;

Â» The Synthesis division also achieved its all time high growth and contributed a turnover of '' 519 crore.

Â» The Company has undertaken expansion with a capex of '' 689 crore.

Â» The Company has acquired 74% of stake in Richcore Lifesciences Private Limited on fully diluted basis (presently Laurus Bio Private Limited), with around '' 260 crore investment, which has bright future in Bio-pharma space in future.

Â» The Company has also acquired a company in South Africa and renamed it as Laurus Generics (SA) Pty Ltd. to cater to the needs to South African Market.

Â» The Company has incorporated a couple of subsidiaries to cater the future requirements of Synthesis division.

Â» The Company has purchased 18 acres of land in Hyderabad to set up a greenfield Finished Dosage Forms Unit.

Â» The Company has also applied to APIIC and got allotment of 40 acres land and 24 acres land to its subsidiary in Atchutapuram, Visakhapatnam district to set up greenfield projects in next couple of years time.

Â» Maiden EIR received for Unit 4

(ii) COVID-19

Your company supported colleagues and their families, society and Government bodies during these tough times. A thorough thermal scanning and sanitisation protocol was introduced at all the plants and offices. Monitoring employees for signs & symptoms through voluntary disclosure. Additional buses provided to maintain physical distance. Work from home was provided wherever possible to maintain lean staff in the work area.

The Company''s contributions to help the government, respond to COVID-19 containment exceeded '' 5.50 Crores. The Company has donated 480,000 doses of Hydroxychloroquine (HCQ) to the governments of Telangana, Andhra Pradesh, and Kerala in addition to a financial contribution of '' 50 Lakhs to each AP & Telangana States. The Company has also provided groceries to the needy. Also provided PPEs to frontline workers in the police department and medical colleges who are treating COVID-19 patients and containment centers. Your Company is committed to support the Government and other authorities to extend its helping hand in the fight against COVID-19 pandemic.

(iii) Outlook:

Business prospects may remain positive because of the growing global demand for generics and opportunities provided by the expiry of patents in developed markets. Post Covid-19, there may be new business opportunities for the pharmaceutical industry, in particular, our company.

Management Discussion & Analysis:

Dividend:

Your directors are pleased to inform you that the Board has declared an interim dividend @ 40% (i.e. '' 0.80 ps per share of the face value of '' 2/- each) and paid to the Shareholders in November, 2020 and also another interim dividend @ 20% (i.e. '' 0.40 ps per share of the face value of '' 2/- per share) which was paid to the Shareholders in February, 2021 and also approved a third interim dividend @ 40% (i.e. '' 0.80 ps per share of the face value of '' 2/- each) for FY2021 aggregating to 100% dividend i.e. '' 2/- per share of the face value of '' 2/- each. Therefore, the dividend paid for this year is three times higher than the dividend paid in the previous financial year (25%).

Transfer to Reserves:

Your Company does not propose to transfer any portion of profits to Reserves.

Share Capital:

During the year under review -

Â» The Company had allotted 2,84,500 equity shares of '' 10/-each to the eligible employees under ESOP Schemes, 2011 & 2016 in July, 2020. Accordingly, the share capital has increased to '' 107,19,89,990/- divided into 10,71,98,999 equity shares of '' 10/- each.

Â» Pursuant to the resolution approved by the Shareholders in the Annual General Meeting held on July 9, 2020, the Company has taken necessary steps and the each share of the Company of '' 10/- had been split into 5 shares of face value of '' 2/- each effective from October 1, 2020. As a result, the paid up share capital as on October 1, 2020 stood at '' 107,19,89,990/- divided into 53,59,94,995 shares of '' 2/- each.

Â» The Company had also allotted 6,07,390 equity shares of '' 2/-each to the eligible employees under ESOP Schemes 2016 in December 2020. Accordingly, the share capital has increased to '' 107,32,04,770/- divided into 53,66,02,385 shares of '' 2/- each.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or associates, during the year under review. However, the Company has acquired 79.21% and 74.37% (on fully

diluted basis by considering pending ESOPs and Share Warrants) equity share capital of Laurus Bio Private Limited (formerly Richcore Lifesciences Private Limited) making the same as Subsidiary of the Company. Laurus Bio is into Biotech space producing Enzymes, nonanimal cultured meat etc. and thereby your Company has entered into Biotech space as well.

The name of Richcore Lifesciences Private Limited was changed to Laurus Bio Private Limited effective from April 15, 2021.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between March 31, 2020 to April 29, 2021.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

The Company has the following Wholly Owned Subsidiaries,

(i) Sriam Labs Private Limited, India; and

(ii) Laurus Holdings Ltd., United Kingdom (UK)

During the year, the following subsidiaries were incorporated/ acquired :

a) The Company has incorporated Laurus Synthesis Private Limited as its 100% wholly owned subsidiary and Laurus Synthesis Private Limited, in turn, incorporated a 100% wholly owned subsidiary namely Laurus Ingredients Private Limited.

b) The Company has acquired 100% stake of Phecklong Pharmaceuticals, a South African Company from Pharmacare (Aspen Group Company) and the name has been changed to Laurus Generics (SA) Pty Ltd.

c) The Company has acquired 79.21% (74.37% on fully diluted basis) shareholding in Laurus Bio Private Limited (formerly Richcore Lifesciences Private Limited) making it as subsidiary of the Company.

During the year, the Company''s wholly-owned subsidiary i.e, Laurus Synthesis Inc., USA was merged into Laurus Generics Inc., USA, which is a step down subsidiary of the Company.

Â» Laurus Holdings Ltd., UK, in turn, holds a wholly owned subsidiary, namely Laurus Generics GmbH, Germany and a subsidiary Laurus Generics Inc., USA.

Therefore, at the end of the year the status of the subsidiaries is as follows:
Name of the Holding Company	Name of the Subsidiary	Country	% Shareholding	Status
Laurus Labs Limited	Sriam Labs Private Limited	India	100%	WOS *
	Laurus Holdings Limited	United Kingdom	100%	WOS
	Laurus Synthesis Private Limited	India	100%	WOS
	Laurus Generics (SA) Pty Ltd.	South Africa	100%	WOS
	Laurus Bio Private Limited	India	79.21%	Subsidiary
Laurus Synthesis Private Limited	Laurus Ingredients Private Limited @	India	100%	WOS
Laurus Holdings Ltd., UK	Laurus Generics GmbH, @	Germany	100%	WOS
	Laurus Generics Inc., @	USA	62% #	Subsidiary

* WOS means wholly owned subsidiary

# Balance 38% is held by Laurus Labs Limited

@ Laurus Ingredients Pvt Ltd., Laurus Generics GmbH, Germany and Laurus Generics Inc., USA are step-down subsidiaries of Laurus Labs Limited

Consolidated Financial Statements:

Particulars of Loans, Guarantees and Investments:

The Company has also issued a Corporate Guarantee to the Bankers of Sriam Labs Private Limited in the previous financial year for an amount of '' 20 crore and to the Bankers of Laurus Synthesis Private Limited for an amount of '' 55 crore, both of which are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Dr. Satyanarayana Chava and Dr. Lakshmana Rao C V, Directors, will retire at the ensuing annual general meeting and, being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

Mr. Narendra Ostawal has resigned from the Board of the Company with effect from July 1, 2020 as he was the nominee director of Bluewater Investments Ltd. and the said Bluewater Investments Ltd. sold of its entire equity in the Company.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, nine board meetings were held. The details of the meetings including the

composition of various committees are provided in the Corporate Governance Report.

Performance Evaluation:

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 5, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directors'' Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows:

Â» Non-Executive and Independent Directors (âNEDsâ) will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee (âCompensation Committeeâ) and recommended to the Board for its approval.

Â» As approved by the shareholders at the shareholders meeting held on July 20, 2016, commission will be paid at a rate not exceeding 1% per annum of the profits of the Company computed in accordance with section 198 of the Act.

Â» The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

Â» NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) (âESOPâ) of the Company.

Â» The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

Â» The Company''s total compensation for Directors and Key Managerial Personnel as defined under the Act / other employees will consist of:

Â» fixed compensation

Â» variable compensation in the form of annual incentive Â» benefits

Â» work related facilities and, perquisites Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company''s website and the following is web address of the said policy.

http://www.lauruslabs.com/sites/all/themes/lauruslab//Investors/

PDF/Policies/Remuneration_Policy.pdf

Dividend Distribution Policy:

The Dividend Policy of the Company is attached as Annexure-2 to this report.

The said Dividend Distribution policy is placed on the website of the Company https://lauruslabs.com/Investors/PDF/Policies/Dividend_ Policy.pdf.

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directors'' Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism / Whistle Blower Policy:

The Company established a whistle blower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration No.117366W/W-100018 who were appointed as Statutory Auditors of the Company by the Shareholders of the Company in their 12th Annual General Meeting held in July, 2017 for a period of five years shall be the Statutory Auditors of the Company.

The requirement under the proviso to Sec.139(1) that âthe Company shall place the matter relating to such appointment (of auditors) for ratification by members at every annual

general meetingâ has been omitted from the Companies Act, 2013. Therefore, the Company does not propose ratification of appointment of statutory auditors for the approval of the members.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has appointed M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2021-22. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report issued in Form MR-3 is in Annexure-4 to this report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditors'' Qualifications/reservations/adverse remarks/ Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/ Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has revised and improved its rating of âAA- with a stable outlookâ to âAA- with Positive outlookâ on the long term bank facilities of the Company and A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

review have been provided in Annexure-5 and forms part of this report.

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www. lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-6 to this report.

Human resources:

The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees even during the COVID pandemic outbreak, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 2,84,500 (Two lakh eighty four thousand five hundred only) equity shares of '' 10/- to various eligible employees of the Company under Employee Stock Option Schemes-2011&2016 upon exercise of their vesting rights in July, 2020.

During the year, the Company has allotted 6,07,390 (Six lakh seven thousand three hundred and ninety only) equity shares of '' 2/- to various eligible employees of the Company under Employee Stock Option Scheme 2016 upon exercise of their vesting rights in December, 2020.

The details of stock options are as mentioned in Annexure-7 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

The Company is proposing a new ESOP Scheme 2021 with one million stock options which is around 0.20% of the paid up capital of the Company to be gratned to the eligible employees in future to attract and retain talented employees.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure-8 and forms part of this report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BSE 500:

The Equity Shares of your Company have been inducted in S&P BSE 500 indices with effect from March 31,2017

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr. Y. Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 500 listed entities based on market

capitalisation. In accordance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report.

Awards:

Your Company has won the prestigious Golden Peacock Award for Excellence in Corporate Governance in the Pharma Sector during the year. Your Company has also won India âPharma Leader Awardâ announced by the Department of Pharmaceuticals, the Ministry of Chemicals and Fertilizers, Government of India. Your Company also won the prestigious CNBC-TV18 Indian Business Leaders Awards 2021 as âMost Promising Company of the Year 2021â. Your Company certified as âGreat Place to Workâ for the 3rd consecutive year.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Dr. Satyanarayana Chava Mr. V. V. Ravi Kumar

Executive Director & Executive Director &

Chief Executive Officer Chief Financial Officer

DIN: 00211921 DIN: 01424180

Hyderabad April 29, 2021

Mar 31, 2019

The Directors have pleasure in presenting the 14th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March 2019.

Standalone and Consolidated Financial Highlights:

(Rs. in million)

Particulars	Consolidated		Standalone
Particulars	2018-19	2017-18	2018-19	2017-18
Net Revenue from Operations	22,919	20,562	22,361	20,392
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	3,712	4,417	3,667	4,369
Finance Charges	882	796	858	754
Depreciation/Amortization	1,642	1,254	1,605	1,212
Net Profit Before Tax	1,198	2,374	1,212	2,409
Provision for Tax	260	698	262	678
Net Profit After Tax carried to Balance Sheet	938	1,676	950	1,731
Proposed Dividend amount - -			160	159
Proposed Dividend Tax amount - -			33	33

Companyâs Affairs:

(i) Operations:

During the year under review, your Company achieved the following:

- Commenced commercial operations from Unit 4

- Incorporated a step down subsidiary in Germany

- Unit 2 - Formulations Establishment Inspection Report (EIR) received from USFDA.

- Unit 6 - USFDA inspection completed successfully with one observation. EIRs received for all regulatory inspections.

- Formulation business generated first Rs. 500 million revenue and launched Tenofovir, Metformin in US, Tenofovir in Canada, DLT (a three-product combination product) in LMIC countries under partnership with Global Fund for treatment of HIV/AIDS. Also commenced supply to Europe under contract manufacturing to an European partner

(ii) Outlook:

Business prospects will remain positive because of the growing global demand for generics and opportunities provided by expiry of patents in developed markets.

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management''s Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to recommend a dividend @ 15% (i.e. Rs.1.50 per share of face value of Rs.10/- each) for the Financial Year ended March 31, 2019. The dividend, if approved by the Members, in their forthcoming Annual General Meeting to be held on July 11, 2019, will be paid to the Members on or after July 15, 2019, whose names appear on the Register of Members as on Book Closure Date.

Transfer to Reserves:

Your Company does not propose to transfer any portion of profits to Reserves.

Share Capital:

During the year under review, the Company had allotted 4,07,000 equity shares of Rs.10/- each to the eligible employees under ESOP Schemes, 2011 & 2016. Accordingly, the share capital has increased as follows:

Paid Up Capital as on March 31, 2018	Movement during the year 2018-19	Cumulative Paid Up Capital after such movement
106,029,749 equity shares of Rs.10/- each	Allotted 4,07,000 equity shares of Rs.10/- each in September, 2018 under ESOP Schemes, 2011& 2016	106,436,749 equity shares of Rs.10/- each

Change in the nature of business, if any:

There is no change in the nature of business of the Company or any of its subsidiaries or associates, during the year under review.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2019 to May 02, 2019.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

The Company has the following Wholly Owned Subsidiaries, namely, (i) Sriam Labs Private Limited; (ii) Laurus Synthesis Inc., USA and (iii) Laurus Holdings Ltd., United Kingdom (UK).

Laurus Holdings Ltd., UK, in turn, established two Wholly Owned Subsidiaries, namely (i) Laurus Generics Inc., United States of America; and (ii) Laurus Generics GmbH, Germany.

Consolidated financial Statements:

Particulars of Loans, Guarantees and Investments:

During the year, your Company has continued the Corporate Guarantee to Citi Bank, India and, in turn, Standby Letter of Credit issued by Citi Bank, India to Citi Bank Inc. USA on behalf of the Subsidiary Company, namely Laurus Synthesis Inc.

USA, for US Dollars 2 Million, to meet the objectives of the said Subsidiary Company.

Further, the Company has also issued two Corporate Guarantees to the Bankers of Sriam Labs Private Limited in the previous financial year for an amount of Rs.500.00 Million, both of which are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013,

Mr. Chandrakanth Chereddi and Dr.Venkata Lakshmana Rao, Directors, will retire at the ensuing annual general meeting and, being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

Mr. Chandrakanth Chereddi and Dr.Venkata Lakshmana Rao have been appointed as Whole Time Directors for a period of 5 years with effect from August 9, 2016 and March 8, 2018 respectively and have been approved by the Members in their respective Annual General Meetings and they continue to function as Whole Time Directors of the Company. Dr.M.Venu Gopala Rao has been appointed as the Chairman of the Board for a further period of two years in May 2018.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, seven board meetings were held. The details of the meetings including composition of various committees are provided in the Corporate Governance Report.

Performance Evaluation:

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 05, 201 7.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows:

- Non-Executive and Independent Directors (âNEDsâ) will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee (âCompensation Committeeâ) and recommended to the Board for its approval.

- As approved by the shareholders at the shareholders meeting held on July 20, 2016, commission will be paid at a rate not exceeding 1% per annum of the profits of the Company computed in accordance with section 198 of the Act.

- The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

- NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) (âESOPâ) of the Company.

- The compensation paid to the executive directors (including managing director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

- The Company''s total compensation for Directors and Key Managerial Personnel as defined under the Act / other employees will consist of:

- fixed compensation

- variable compensation in the form of annual incentive

- benefits

- work related facilities and, perquisites Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company''s website and the following is web address of the said policy.

http://www.lauruslabs.com/sites/all/themes/lauruslab//Investors/ PDF/Policies/Remuneration Policy.pdf

Dividend Distribution Policy:

The Dividend Policy of the Company is attached as Annexure-2 to this Report.

The said Dividend Distribution policy is placed at the website of the Company

https://lauruslabs.com/Investors/PDF/Policies/Dividend Policy.pdf.

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established whistle blower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration No.1 17366W/W-100018 who were appointed as Statutory Auditors of the Company by the Shareholders of the Company in their 12th Annual General Meeting held in July 2017 for a period of five years shall be the Statutory Auditors of the Company.

The requirement under the proviso to Sec.139(1) that âthe Company shall place the matter relating to such appointment (of auditors) for ratification by members at every annual general meetingâ has been omitted from the Companies Act, 2013. Therefore, the Company does not propose ratification of appointment of statutory auditors for the approval of the members.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has appointed M/s. Bharathula & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2019-20. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Y.Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report issued in Form MR-3 is in Annexure-4 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has reaffirmed its rating of AA- with a stable outlook on the long term bank facilities of the Company and A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programs undertaken by the Company during the year under review have been provided in Annexure-5 and forms part of this Report.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in the Annexure-6 and forms part of this Report.

Further, the Annual Return is placed in the Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-7 to this Report.

Human resources:

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization apart from family day celebrations to enhance the competitive spirit and encourage bonding teamwork among the employees.

Employee Stock Options:

During the year, the Company has allotted 407,000 (Four Lakhs Seven Thousand only) equity shares of Rs.10/- to various eligible employees of the Company under Employee Stock Option Schemes-2011&2016 upon exercise of their vesting rights.

The details of stock options are as mentioned in Annexure 8 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure 9 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace.

During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BSE 500:

The Equity Shares of your Company have been inducted in S&P BSE 500 indices with effect from March 31, 2017.

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr.Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 500 listed entities based on market capitalization. In accordance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Dr. Satyanarayana Chava Ravi Kumar V.V

Executive Director & Executive Director &

Chief Executive Officer Chief Financial Officer

DIN:00211921 DIN: 01424180

Place: Hyderabad

Date: 2^nd May 2019

Mar 31, 2018

The Members of Laurus Labs Limited

The Directors have pleasure in presenting the 13th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March 2018.

Financial Highlights:

(Rs. in Million)

Particulars	2017-18	2016-17
Gross Income	20,393	19,183
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	4,369	4,443
Finance Charges	754	970
Depreciation/Amortization	1,212	1,038
Net Profit Before Tax	2,409	2,450
Provision for Tax	678	451
Net Profit After Tax carried to Balance Sheet	1,731	2,000
Proposed Dividend amount	159	159
Proposed Dividend Tax amount	33	32

Companyâs Affairs:

(i) Operations:

During the year under review, your Company achieved the following:

- Revenue crossed INR 20 Bn mark and grew by 7%.

- Incorporated the following subsidiaries outside India.

- Laurus Holdings Limited, UK

- Laurus Generics Inc, USA and

- Laurus Generics GmbH, Germany

- Acquired Unit 2 of Sriam Labs on slump sale basis with effect from December 1, 2017.

- Commenced commercial supplies from Unit 4 for global partner, RS.2 Pharma.

- Commenced commercial supplies from Unit 5 to Aspen.

- Commenced commercial supplies from Unit 2 (FDF facility).

- Six Product Validations completed for formulation apart from filing of nine ANDAs and one NDA.

- Formulations Unit 2, inspected by USFDA with Zero 483 observations.

- Formulations Unit 2, Successfully completed inspections from various countries like Tanzania, Uganda & Malawi.

- Formulations Unit 2, capacity increased to 5 Bn units.

- Tenofovir (TDF) launched after the final approval from USFDA.

- Certified as âBest Place to Workâ in Jan 2018.

- Entered the Fortune 500 list of companies in India.

- Received Global Generics and Biosimilar âAPI supplier of the year award 2017â.

- Received IKP Achiever award 2017 for the growth recorded during the year 2017.

- Received Indian Innovation award from Clarivate Analytics.

(ii) Outlook:

Business prospects will remain positive because of the growing global demand for generics and opportunities provided by expiry of patents in developed markets.

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Managementâs Discussion and Analysis (MDA), which forms part of this Annual Report.

Dividend:

Your directors are pleased to recommend a dividend @ 15% (i.e. Rs.1.50/- per share of face value of Rs.10/- each) for the Financial Year ended March 31, 2018. The dividend, if approved by the Members, in their forthcoming Annual General Meeting to be held on July 5, 2018, will be paid to the Members on or after July 11, 2018, whose names appear on the Register of Members as on Book Closure Date.

Transfer to Reserves:

Your Company does not propose to transfer any portion of profits to Reserves.

Share Capital:

During the year under review, the Company had allotted 2,73,500 equity shares of Rs.10/- each to the eligible employees under ESOP Schemes, 2011 & 2016. Accordingly, the share capital has increased as follows:

Paid Up Capital as on March 31, 2017	Movement during the year 2017-18	Cumulative Paid Up Capital after such movement
105,756,249 equity shares of Rs.10/- each	Allotted 2,73,500 equity shares of Rs.10/- each in September, 2017 under ESOP Schemes, 2011 & 2016	106,029,749 equity shares of Rs.10/- each

Change in the nature of business, if any:

There is no change in the nature of business of the Company or any of its subsidiaries or associates, during the year under review.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2018 to May 10, 2018.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

The Company has the following Subsidiaries, namely, (i) Sriam Labs Private Limited; (ii) Laurus Synthesis Inc., USA and (iii) Laurus Holdings Ltd., United Kingdom (UK). Laurus Holdings Ltd., UK, in turn, established two subsidiaries, namely (i) Laurus Generics Inc., United States of America; and (ii) Laurus Generics GmbH, Germany. These subsidiaries are in the process of commencing their business activity.

Consolidated Financial Statements:

Particulars of Loans, Guarantees and Investments:

Further, the Company has also issued a Corporate Guarantee to the Bankers of Sriam Labs Private Limited in the previous financial year for an amount of Rs.290.00 Million, both of which are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Mr. V.V.Ravi Kumar and Dr. Satyanarayana Chava will retire at the ensuing annual general meeting and being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

Dr. Satyanarayana Chava and Mr. VV Ravi Kumar have been appointed as Whole Time Directors for a period of 5 years with effect from April 1, 2015 and whose appointments have been approved by the Members in their 10th Annual General Meeting held on July 31, 2015 continue to function as Whole Time Directors of the Company. Subject to approval of the Shareholders of the Company, the Board of Directors of the Company have appointed Dr. Lakshman Rao Ch as Executive Director of the Company with effect from March 8, 2018.

Mr. Rajesh Kumar Dugar, Non-Executive and Nominee Director and Dr. Srihari Raju Kalidindi, Executive Director have resigned as Directors during the year under review. Your directors have appreciated the immense contributions made by the above directors for the growth of the Company.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, nine board meetings were held. The details of the meetings including composition of various committees are provided in the Corporate Governance Report.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The nomination and remuneration policy is adopted by the Board is placed on the Companyâs website. http://www.lauruslabs.com/sites/all/themes/lauruslab//Investors/ PDF/Policies/Remuneration Policy.pdf

Risk Management:

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established whistle blower policy in order to assure that the business is conducted with integrity and that the Companyâs financial information is accurate.

Auditors:

(i) Statutory Auditors:

The Board of Directors of your Company, on the recommendation of the Audit Committee, have recommended to the members for ratification of Deloitte, Haskins & Sells LLP, Firm Registration No.1 17366W/W-100018 as Statutory Auditors of the Company from the conclusion of 13th Annual General Meeting till the conclusion of 14th Annual General Meeting of the Company.

(ii) Cost Auditors:

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditorsâ) Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company maintains the cost records in respect of its business.

Your Board has appointed M/s. Bharathula & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2018-19. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Y.Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report issued in Form MR-3 is in Annexure - 3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/Frauds reported:

There are no Auditorsâ Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has upgraded its rating from A i.e. Positive Outlook to AA-i.e. Stable on the long term bank facilities of the Company and reaffirmed its rating as A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programs undertaken by the Company during the year under review have been provided in Annexure - 4 and forms part of this Report.

Extract of Annual Return:

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure - 6 to this Report.

Human resources:

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

Employee Stock Options:

During the year, the Company has allotted 273,500 (Two hundred Seventy-three thousand and five hundred only) equity shares of Rs.10/- at a price of Rs.10/- per share to various eligible employees of the Company under Employee Stock Option Schemes-2011&2016 upon exercise of their vesting rights.

The details of stock options are as mentioned in Annexure - 7 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure - 8 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace.

During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

BSE 500:

The Equity Shares of your Company have been inducted in S&P BSE 500 indices with effect from March 31, 2017.

Board Evaluation:

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be carried out by the entire Board of Directors, excluding the director being evaluated. SEBI (LODR) Regulations, 2015 also mandates that the Board shall monitor and review the Board evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Nomination and Remuneration Committee including performance and working of its committees.

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed forming part of this report.

The certificate of the Practising Company Secretary Mr. Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Disclosure with respect to unclaimed suspense account:

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations, 2015:

No. of Shareholders and	No. of Shareholders approached for	No. of Shareholders to whom shares	No. of shareholders and the no. of
outstanding shares in the suspense	transfer of shares during the year	were transferred and no. of shares	outstanding shares in the suspense
account in the beginning of the		transferred	account at the end of the year
year
3 Shareholders and 105 Equity Shares	3 Shareholders	3 Shareholders and 105 Shares	NIL

Business Responsibility Report (BRR)

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Dr. Satyanarayana Chava Ravi Kumar V.V

Executive Director & Executive Director &

Chief Executive Officer Chief Financial Officer

Place: Hyderabad DIN:00211921 DIN:01424180

10^th May 2018

Mar 31, 2017

The Members of

Laurus Labs Limited

The Directors have pleasure in presenting the 12th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March 2017.

Financial Highlights

_ _ (Rs. in Millions)

Particulars	2016-17	2015-16
Gross Income	19,183	18,081
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	4,461	3,740
Finance Charges	970	1,110
Depreciation/Amortization	1,030	858
Net Profit Before Tax	2,476	1,796
Provision for Tax	451	349
Net Profit After Tax carried to Balance Sheet	2,026	1,447
Proposed Dividend amount	159	49
Proposed Dividend Tax amount	32	10

Companyâs Affairs:

(i) Initial Public Offer (IPO):

Your Company has successfully completed its Initial Public Offering (IPO) and Offer for Sale (OFS) and the Equity Shares of the Company have been listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from December 19, 2016. Further details are provided below under the heading âShare Capital".

(ii) Operations:

During the year under review, your Company achieved the following:

Growth of 6.1% in income and 19.29% in Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

Expansion of R&D Centre at Hyderabad is completed

Unit 5 (dedicated manufacturing facility for Aspen) was inaugurated and operational from November 2016.

Initiated ARV API supply into the European market

USFDA and WHO-Geneva Inspections completed successfully at Unit-2

Under Profit sharing arrangement with Natco for Hepatitis-C Segment, Natco launched Velpatasvir and Sofosbuvir combination in Nepal and launched in India in May 2017.

Partnering with Dr. Reddy''s for development and marketing of several anti-retroviral formulations on profit-and cost sharing basis

Signed manufacturing and supply agreement for Oncology NCE for clinical phase and commercial supplies

Unit 4 for API/Intermediate manufacturing facility is under construction

Filed 3 ANDAs with USFDA and one dossier with WHO-Geneva

(iii) Outlook:

Business prospects will remain positive because of the growing global demand for generics and opportunities provided by expiry of patents in developed markets.

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management''s Discussion and Analysis (MDA), which forms part of this Annual Report.

Dividend:

Your directors are pleased to recommend a dividend @ 15% (i.e. Rs. 1.50/- per share of face value of Rs. 10/- each) for the Financial Year ended March 31, 2017. The dividend, if approved by the Members, in their forthcoming Annual General Meeting to be held on July 12, 2017, will be paid to the Members on or after July 18, 2017, whose names appear on the Register of Members as on Book Closure Date.

Transfer to Reserves:

Your Company does not propose to transfer any portion of profits to Reserves.

Share Capital:

During the year under review, your Company had successfully completed its Initial Public Offering (IPO) of equity shares of the Company and the equity shares have been listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from December 19, 2016. In the process, the Company had offered 7,009,345 Equity Shares for an aggregate amount of Rs. 2,997.10 Million (6,936,775 equity shares of Rs. 10/- at a price of Rs. 428 per equity share to the Public and 72,570 equity shares of Rs. 10/each at a price of Rs. 388 per equity share to the employees under employee reservation category). The Private Equity Investors, namely Aptuit (Asia) Private Limited, FIL Capital Management (Mauritius) Limited, Fidelity India Principals and Bluewater Investment Ltd., have together offered 24,107,440 equity shares in the Offer For Sale (OFS) in the IPO for an aggregate amount of Rs. 10,308 Million. Therefore, the total IPO including Offer For Sale was for 31,116,785 equity shares of Rs. 10/- each for a total amount of Rs. 13,305.10 Million.

Prior to IPO, the Company converted all Series A, Series B and Series C Preference Shares into equity Shares in July 2016.

Further, the Company has also allotted three bonus equity shares of Rs. 10/- each for every one the then existing equity share of Rs. 10- each held i.e. in the ratio of 3:1 in July 2016 by capitalizing the reserves to the extent of Rs. 739,713,030/-. This Corporate Action of Bonus Issue was extended to the ESOP Schemes 2011 and 2016 as well. The ESOP 2016 was originally approved by the Members in the 11th Annual General Meeting held on June 9, 2016. In September 2016, the Company has also allotted 118,500 equity shares of Rs. 10/- each at a price of Rs. 10/- each to the employees of the Company pursuant to exercise of vesting rights by the employees under ESOP Scheme 2011.

The Authorized Share Capital of the Company has been increased from Rs. 914 Mn to Rs. 1,110 Million by creation of additional 19,600,000 equity shares of Rs. 10/- each. Further, entire authorized preference capital of Series A, Series B and Series C has been converted into authorized equity share capital of the Company. As a result, the Authorized Share Capital as on the date stands at 111,000,000 equity shares of Rs. 10/- each aggregating to Rs. 1,110,000,000/- (Rupees One Billion One hundred and ten million only).

The movement in Authorized Share Capital is as follows:

Authorized Capital as on March 31, 2016

Movement during the year 2016-17

Cumulative Authorized Capital post-such movement

24,787,037 equity shares of Rs. 10/ each

2,259,060 0.001% CCPCPS of Rs. 10/- each -Series A

2,477,387 0.001% CCPCPS of Rs. 243/- each -Series B

4,153,399 0.001% CCPCPS of Rs. 10/- each -Series C

Nil

Increase of 19,600,000 equity shares of Rs. 10/each on June 6, 2016

Converted into 2,259,060 equity shares of Rs. 10/- each on July 20, 2016

Converted into 60,200,504 equity shares of Rs. 10/- each on July 20, 2016

Converted into 4,153,399 equity shares of Rs. 10/- each on July 20, 2016

24.787.037 equity shares of Rs. 10/- each

44.387.037 equity shares of Rs. 10/- each

46,646,097 equity shares of Rs. 10/- each

106,846,601 equity shares of Rs. 10/- each

111,000,000 equity shares of Rs. 10/- each (as on March 31, 2017)

The movement in paid up share capital is as follows:

Paid Up Capital as on March 31, 2016

Movement during the year 2016-17

Cumulative Paid Up Capital after such movement

15,767,255 equity shares of Rs. 10/ each 2,259,060 0.001% CCPCPS of Rs. 10/- each -Series A

2,477,387 0.001% CCPCPS of Rs. 243/- each -Series B

4,153,399 0.001% CCPCPS of Rs. 10/- each -Series C

Nil

Allotted 2,259,060 equity shares of Rs. 10/- each on July 15, 2016 pursuant to conversion Allotted 2,477,387 equity shares of Rs. 10/- each on July 15, 2016 pursuant to conversion Allotted 4,153,399 equity shares of Rs. 10/- each on July 15, 2016 pursuant to conversion Allotment of 73,971,303 equity shares of Rs. 10/each as Bonus Shares on July 27, 2016 in the ratio of 3:1

Allotment of 118,500 equity shares of Rs. 10/each on September 26, 2016 under ESOP Scheme 2011

Allotment of 7,009,345 equity shares of Rs. 10/on December 15, 2016 in IPO

15,767,255 equity shares of Rs. 10/- each 18,026,315 equity shares of Rs. 10/- each

20,503,702 equity shares of Rs. 10/- each

24,657,101 equity shares of Rs. 10/- each

98,628,404 equity shares of Rs. 10/- each

98,746,904 equity shares of Rs. 10/- each

105,756,249 equity shares of Rs. 10/- each

The movement in Securities Premium Account is as follows:

Rs. in Millions

Particulars	Amount	Cumulative Amount
Balance as on March 31, 2016	4,070.93	4,070.93
Add: Premium on conversion of 2,477,387 Series B Preference Shares @ Rs. 233/- per Share	577.23	4,648.16
Less: Issue of 73,971,303 Bonus equity Shares of Rs. 10/- each	(739.71)	3,908.45
Add: Transfer from Stock Options	5.94	3,914.39
Add: Allotment of 7,009,345 equity Shares of Rs. 10/- each at premium	2927.01	6,841.40
Less: IPO Expenses	(137.86)	6,703.54
Balance as on March 31, 2017		6,703.54

Utilization of IPO Proceeds:

The details of utilization of IPO proceeds - Rs. 2,859.24 Million (net off IPO related expenses including service tax - Rs. 137.86 Million) are as follows:

Rs. in Millions

Particulars	As per Prospectus	Utilized up to March 31, 2017	Unutilized amount as at March 31, 2017
Pre-payment of term loans	2,262.90	2,262.90	-
General corporate purposes	596.34	596.34	-
Total	2,859.24	2,859.24	-

Change in the nature of business, if any:

There is no change in the nature of business of the Company or any of its subsidiaries or associates, during the year under review.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2017 to May 18, 2017

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

The Company had two Wholly Owned Subsidiaries, namely, (i) Viziphar Biosciences Private Limited and (ii) Laurus Synthesis Inc., USA. During the year, the Company has disinvested its 100% stake in Viziphar Biosciences Private Limited vide Agreement dated April 18, 2016 and the effective date of Agreement was April 1, 2016 and therefore Viziphar Biosciences Private Limited ceased to be the Subsidiary of the Company w.e.f. April 1, 2016. Further, during the year, your Company has acquired balance 73% of equity shareholding of its Associate Company, namely Sriam Labs Private Limited with effect from November 1, 2016, thereby Sriam Labs Private Limited became 2nd 100% wholly Owned Subsidiary of the Company. Therefore, as on March 31, 2017, the Company has two subsidiaries, namely

(i) Laurus Synthesis Inc., USA; and (ii) Sriam Labs Private Limited, India.

As per Sec. 129(3) of the Companies Act, 2013 the consolidated financial statement of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards forms part of this Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is attached as Annexure-1 to the Directors'' Report.

Consolidated financial Statements:

Particulars of Loans, Guarantees and Investments:

During the year, your Company has provided a Corporate Guarantee to Citi Bank, India and, in turn, Standby Letter of Credit issued by Citi Bank, India to Citi Bank Inc. USA on behalf of the Subsidiary Company, namely Laurus Synthesis Inc. USA, for US Dollars 2 Million, to meet the objectives of the said Subsidiary Company.

Further, the Company has also issued a Corporate Guarantee to the Bankers of Sriam Labs Private Limited for an amount of Rs. 690.60 Million, both of which are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

As per the provisions of the Companies Act, 2013, Mr.Rajesh Kumar Dugar (DIN:00307729) and Mr. Narendra Ostawal (DIN:06530414) will retire at the ensuing annual general meeting and being eligible, seek reappointment. The Board of Directors recommends their re-appointment.

During the year, Mr. Amal Ganguli, Mrs. Aruna Bhinge, Mr. Rajesh Chandy and Mr. Ramesh Subrahmanian were appointed as Independent Directors of the Company for a period of 5 years from the dates of their respective appointments. Mr. Chandrakanth Chereddi was appointed as Whole-time Director for a period of 5 years from August 9, 2016.

Dr. Satyanarayana Chava, Dr. Raju Srihari Kalidindi and Mr. VV Ravi Kumar, all of who have been appointed as Whole Time Directors for a period of 5 years with effect from April 1, 2015 and whose appointments have been approved by the Members in their 10th Annual General Meeting held on July 31, 2015 continue to function as Whole Time Directors of the Company. The Board has appointed Dr. Satyanarayana Chava as Chief Executive Officer of the Company and Mr. VV Ravi Kumar as Chief Financial Officer of the Company.

Mr. Niten Malhan, Mr. Robert Weisskoff, Mr. Conner Town Mulvi, Mr. Frank Wright - all of them being Non-Executive and Nominee Directors have resigned as Directors during the year under review. Mr. Amal Ganguli has passed away on May 8, 2017 and your Board regret the information of Mr. Amal Ganguli''s demise and pay homage and extend its heart-felt condolences to the bereaved family.

Your directors have appreciated the immense contributions made by the above directors for the growth of the Company.

The Board of Directors, in their Meeting held on May 18, 2017, have appointed Dr. M. Venu Gopala Rao (DIN.00012704) and Dr. Ravindranath Kancherla (DIN:00117940), subject to approval of the Members, as Non-Executive and Independent Directors for a period of 5 years with effect from May 18, 2017.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, 20 (twenty) board meetings were held. The details of the meetings including composition of various committees are provided in the Corporate Governance Report.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Policy on Directorsâ Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The nomination and remuneration policy is adopted by the Board is placed on the Company''s website

http://www.lauruslabs.com/sites/all/themes/lauruslab// Investors/PDF/Policies/Remuneration Policy.pdf

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement in the Company.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

Directorsâ Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) t he directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t he directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established whistle blower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

Auditors:

(i) Statutory Auditors:

S. R. Batliboi & Associates LLP, Chartered Accountants, the auditors of the Company have completed their term of 10 years under Sec.139(2) of the Companies Act, 2013 and therefore the Board of Directors of your Company, on the recommendation of the Audit Committee, have recommended to the members for appointment of Deloitte Haskins & Sells LLP, Firm Registration No.117366W/W-100018 as Statutory Auditors of the Company for a period five years from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting of the Company.

(ii) Cost Auditors:

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company maintains the cost records in respect of its business.

Your Board has appointed M/s. Bharathula & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2017-18. As required by the Act, the remuneration of the Cost Auditors have to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report issued in Form MR-3 is in Annexure-3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditorsâ Qualifications/reservations/adverse remarks/Frauds reported:

There are no Auditors'' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143 (12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has affirmed its rating as A i.e. Positive Outlook on the long term bank facilities of the Company and upgraded its rating from A1 to A1 on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programs undertaken by the Company during the year under review have been provided in Annexure-4 and forms part of this Report.

Extract of Annual Return:

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-6 to this Report.

Human resources:

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

Employee Stock Options:

During the year, the Company has allotted 118,500 (One hundred Eighteen thousand and five hundred only) equity shares of Rs. 10/- at a price of Rs. 10/- per share to various eligible employees of the Company under Employee Stock Option Scheme-2011 upon exercise of their vesting rights.

Further, the Shareholders have approved a new Employees Stock Option Scheme 2016 wherein 300,000 stock options have been reserved to the employees at an exercise price of 25% less than the Fair Market Value of the Share of the Company on the date of grant of options. During the year, the Company had granted 178,438 options as Grant-1 under this Scheme to the employees of the Company.

Both - ESOP Scheme 2011 and ESOP Scheme 2016 have been adjusted to the Bonus Issue as approved by the members during the year in the ratio of 3:1. Accordingly, the total options outstanding as on March 31, 2017 under ESOP Scheme 2011 were 935,000 and under ESOP Scheme 2016 were 1,200,000.

The details of stock options are as mentioned in Annexure 7 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure 8 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

BSE 500:

The Equity Shares of your Company have been inducted in S&P BSE 500 indices with effect from March 31, 2017

Board Evaluation:

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed forming part of this report.

The certificate of the Practicing Company Secretary Mr.Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Disclosure with respect to unclaimed suspense account:

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations, 2015:

No. of Shareholders and outstanding shares in the suspense account in the beginning of the year (19th Dec.2016) i.e. date of listing of shares of the Co.	No. of Shareholders approached for transfer of shares during the year	No. of Shareholders to whom shares were transferred and no. of shares transferred	No. of shareholders and the no. of outstanding shares in the suspense account at the end of the year (31st March 2017).
6 Shareholders and 210 Equity Shares	3 Shareholders	3 Shareholders and 105 Shares	3 Shareholders and 105 Shares

Business Responsibility Report (BRR)

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Dr. Satyanarayana Chava Ravi Kumar V. V.

Executive Director & Executive Director &

Hyderabad Chief Executive Officer Chief Financial Officer

18th May 2017 DIN:00211921 DIN:01424180

Mar 31, 2016

To the Members,

Laurus Labs Private Limited

The Directors have pleasure in presenting the 11th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

(Rs. Million)

Particulars	2015-2016 \|	2014-2015
Gross Income	18,142	13,376
Net Income	17,808	13,263
Profit Before Interest and Depreciation	3,866	2,395
Finance Charges	1,200	1,062
Depreciation/Amortization	916	613
Net Profit Before Tax	1,751	720
Provision for Tax	335	(15)
Net Profit After Tax	1,416	736
Provision for Dividend	49	-
Provision for Dividend Tax	10	-
Surplus carried to Balance Sheet	1,357	736

A. COMPANYâS AFFAIRS

(i) Operations

During the year under review, your Company achieved the following:

-Growth of 34% net income, 61% profit before interest and depreciation over previous year

-Successful contract manufacturing of few products for three of customers

-Construction of Unit-5 (Bloom 2) began and expected to be operational by September 2016

-Scale up and validation completed for 7 APIs

-First time generics in India launched for treatment of Hepatitis C by our Partner

-WHO Geneva and NIP Hungary Joint Inspection completed successfully at Unit-1 and Unit 3 in April 2015

-USFDA Inspection completed successfully at Unit-1 and Unit-3 in April 2015

-The formulation manufacturing facility in Atchutapuram, Visakhapatnam, is made operational from December

2 01 5 and Germany regulatory approval obtained for formulations.

-ISO 9001:2008 Surveillance Inspection completed by NQA, UK at Unit-1 and Unit-3

. 9 DMFs filed in FY 2016

(ii) Outlook

Business prospects will remain positive because of the growing global demand for generics and opportunities provided by expiry of patents in developed markets.

B. DIVIDEND

Your directors are pleased to recommend (i) 0.001% dividend on preference shares of the Company for the financial year ended March 31, 2016; and (ii) Rs.2/- per share as dividend for the Financial Year ended March 31, 2016, both on Equity and Preference Shares of the Company. The dividend, if approved by the Members, in their forthcoming Annual General Meeting to be held on June 9, 2016, will be paid to the Members, whose names appear on the Register of Members as on June 3, 2016. Your directors have also resolved to release the entire cumulative portion of dividend on the preference shares.

C. TRANSFER TO RESERVES

Your Company does not propose to transfer any portion of profits to Reserves.

D. SHARE CAPITAL

During the year, your Company had allotted 255,375 (Two hundred fifty five thousand three hundred and seventy five only) equity shares of Rs. 10/- each at a price of Rs. 10/per share to various eligible employees of the Company under Employee Stock Option Scheme-2011 upon exercise of their vesting rights. With these allotments, the paid up equity capital of the Company stood at 15,767,255 equity shares of Rs. 10/- each only, aggregating to Rs. 157,672,550/-. The Authorized Share Capital of the Company has been increased from Rs. 880 Mn to Rs. 914 Million by creation of additional 3,400,000 equity shares of Rs. 10/- each. Further, 4.640.940 Series A Preference Shares of Rs. 10/- each in Authorized Share Capital have been reclassified into 4.640.940 equity shares of Rs. 10/- each. Consequently, the Authorized Share Capital of the Company remained as follows:

(A) 24,787,037 (twenty four million seven eighty seven thousand thirty seven) equity shares of par value of Rs. 10 (rupees ten only) each;

(B) 2,259,060 (two million two fifty nine thousand sixty) compulsorily convertible preference shares - Series A of par value Rs. 10 (Rupees ten only) each;

(C) 2,477,387 (two million four seventy seven thousand and three hundred eighty seven) compulsorily convertible preference shares - Series B of par value of Rs. 243 (Rupees two hundred forty three Only) each; and

(D) 4,153,399 (four million one fifty three thousand three hundred ninety nine) compulsorily convertible preference shares - Series C of par value Rs. 10 (Rupees ten only) each

E. FIXED DEPOSITS

The Company did not accept any fixed deposits.

F. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company or any of its subsidiaries or associates, during the year under review.

G. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND REPORTING DATE)

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2016 to April 29, 2016.

H. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has two Wholly Owned Subsidiaries, namely (i) Viziphar Biosciences Private Limited and (ii) Laurus Synthesis Inc., USA and one Associate Company, namely Sriam Labs Private Limited. There are no Joint Venture entities in which the Company is a partner. However, vide Agreement dated April 18, 2016, the Company had agreed to sell its entire shareholding in Viziphar Biosciences Private Limited to a third party, and this agreement, if completed, would be effective from April 1, 2016 and thereby Viziphar Biosciences would cease to be the Subsidiary of the Company with effect from April 1, 2016.

I. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

J. BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr. Amal Ganguli was appointed as Independent Director liable to retire by rotation by the Board of Directors and Members in their respective Meetings held on April 30, 2015 and July 31, 2015 and is being proposed to be appointed as an Independent Director for a period of 5 years with effect from June 9, 2016, subject to approval of Members.

Mr. Conner Town Mulvi who was appointed as Additional Director in the Board Meeting held on March 24, 2015 was ceased to be director with effect from the date of Annual General Meeting i.e. July 31, 2015, since his appointment was not regularized in the said Annual General Meeting. However, Mr.Conner Town Mulvi was once again appointed as Additional Director with effect from January 18, 2016. His appointment was regularized by the shareholders in the Extra-Ordinary General Meeting held on February 11, 2016.

Mr. A.Nagaraja Kumar had resigned as Company Secretary of the Company with effect from May 8, 2015. Ms.Janaki S who was appointed as Company Secretary from November

1, 2015 also resigned as Company Secretary on January 18, 2016. However, Ms.Janaki will continue to work in the Company as Asst. Company Secretary. Mr.G. Venkateswar Reddy who was appointed as Sr. General Manager (Legal & Secretarial) with effect from December 1, 2015 was appointed as Company Secretary of the Company with effect from January 18, 2016.

K. NUMBER OF BOARD MEETINGS

Board of Director met 9 (nine) times during the financial year 2015-16.

L. BUSINESS RISK MANAGEMENT

Your Company has developed risk management structure to enable the Company to check the business operations of the Company on regular and active basis. This helps in identification, evaluation and mitigation of potential internal or external risks. Both at the Board and at the senior management levels, your Company has established processes and guidelines along with a strong overview and monitoring system. The Company encourages strong ethical values and high levels of integrity in all the activities as a result of which the risk gets mitigated considerably.

M. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequate to the size and operations of the Company.

N. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company states that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

O. RELATED PARTY TRANSACTIONS

In accordance with Sec.134(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred to in Sec.188(1) of the Act, have been provided in Form AOC-2 and attached the same as Annexure-2

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

P. VIGIL MECHANISM

The Company established whistle blower policy in order to assure that the business is conducted with integrity and that the Companyâs financial information is accurate.

Q. AUDITORS

(i) Statutory Auditors

S.R.Batliboi Associates LLP, Chartered Accountants, the auditors of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

(ii) Cost Auditors

Your Board has appointed M/s. Bharathula & Associates, Cost Accountants, as the Cost Auditor of the Company for the Financial Year 2016-17. As required by the Act, the remuneration of the Cost Auditors have to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

R. AUDITORSâ QUALIFICATIONS/RESERVATIONS/ ADVERSE REMARKS

There are no Auditorsâ Qualifications or reservations or adverse remarks on the financial statements of the Company.

S. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

There are no significant and material orders passed by the Courts or Regulators against the Company.

T. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programs undertaken by the Company during the year under review have been provided in Annexure-3 and forms part of this Report. The composition of the CSR Committee of Directors is as follows:

Mr. V V Ravi Kumar	Chairman
Mr.Rajesh Kumar Dugar	Member
Mr.Narendra Ostawal	Member
Mr.Amal Ganguli	Member

U. EXTRACT OF ANNUAL RETURN

V. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 134 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list of employees drawing remuneration exceeding Rs. 5.00 Lakhs per month is given in the Annexure 5 and appended hereto and forms part of this Report.

W. HUMAN RESOURCES

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

X. EMPLOYEE STOCK OPTIONS

During the year, the Company has allotted 255,375 (Two hundred fifty five thousand three hundred and seventy five) equity shares of Rs. 10/- at a price of Rs. 10/- per share to various eligible employees of the Company under Employee Stock Option Scheme-2011 upon exercise of their vesting rights.

The details of stock options are as mentioned in Annexure 6 and forms part of this Report.

The Company had also granted 177,188 Stock Options to the Employees during the year as Grant-V under the ESOP Scheme 2011.

Further, the Board has approved and recommended to the Shareholders to approve a new Employees Stock Option Scheme 2016 wherein 300,000 stock options will be reserved to the employees at an exercise price of 25% less than the Fair Market Value of the Share of the Company on the date of grant of options. The vesting shall be 25% after two years of Grant, 25% after three years and 50% will be after four years of the Grant. The Nomination and Remuneration Committee of Directors of the Company will frame all necessary terms and conditions etc. under the said Scheme.

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

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure 7 and forms part of this Report.

Z. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Dr. C. Satyanarayana V. V. Ravi Kumar

Chief Executive Officer Executive Director

Hyderabad A

April 29, 2016

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

(Rs. millions)

Particulars	2014-15	2013-14
Gross Income	13,376	11,657
Profit Before Interest and Depreciation	2,395	2,206
Finance Charges	1,062	639
Gross Profit	1,333	1,566
Provision for Depreciation	613	329
Net Profit Before Tax	720	1,238
Provision for Tax	(15)	246
Net Profit After Tax	736	991
Balance of Profit brought forward	736	991
Balance available for appropriation	736	991
Surplus carried to Balance Sheet	736	991

BUSINESS OPERATIONS

During the year the Company achieved:

- Growth of 14% gross income, 9% profit before interest and depreciation over previous year

-Development of 7 API Products totaling to 52 commercialized Products

-Filing of 5 drug master files totaling to 29

-Filing of 13 patents totaling to 106 patents

-Grant of 4 patents totaling to 17 patents

-Infusion of equity of Rs. 3.00 billion into the Company by Warburg Pincus one of the world renowned private equity firm

-Setting up of Laurus Synthesis Inc., a wholly owned subsidiary in Boston, US with development labs to cater to the needs of US customers

-Commencement of commercial operations in Unit 3 in JNPC, Visakhapatnam

-Construction of formulation manufacturing facility in Atchutapuram, Visakhapatnam, which will be operational from December 2015

-Quick recovery from HudHud cyclone and restarting operations

-Successful completion of Regulatory Audits without critical observations:

-US FDA surveillance audit without any observations in April 2015 for existing and expanded API manufacturing facility at JNPC, Parawada, Visakhapatnam

-WHO surveillance audit without any critical observations in April 2015 for existing API manufacturing facility located at JNPC, Parawada, Visakhapatnam

-WHO audit without any critical observations in April 2015 for new API manufacturing facility located at JNPC, Parawada, Visakhapatnam

-Hungarian Agency GMP audit (GYEMSZI) for existing and expanded API manufacturing facilities located at JNPC, Parawada, Visakhapatnam

OUTLOOK

Business prospects remaining positive because of the growing global demand for generics and opportunities provided by patent expires in developed markets.

The business proportions and synergies forms part of growth prospects detailed in the Management''s Discussion and Analysis (MDA), which forms part of this Annual Report.

BOARD MEETINGS

Board of Director met 13 times during the financial year 2014-15. DIRECTORS

During the year, Mr. Niten Malhan and Mr. Narendra Ostawal representing Bluewater Investment Ltd, appointed as directors of the Company effective from October 29, 2014.

During the year Aptuit (Asia) Private Limited, institutional investor, replaced their nominee Mr. Brian T Regan with Mr. Conner Town Mulvee on the Board.

Mr. Amal Ganguli, Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

AUDITORS

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements, including monthly management reviews apart from statutory audit, internal audit and cost compliance are adequate to the size and operations of the Company.

FIXED DEPOSITS

The Company did not accept any fixed deposits.

VIGIL MECHANISM

The Company established whistle blower policy in order to assure that the business is conducted with integrity and that the Company''s financial information is accurate.

DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) the directors had prepared the annual accounts on a going concern basis.

SUBSIDIARIES

(a) Information about the financial performance/ financial position of Viziphar Biosciences Private Limited

(Rs. millions)

Particulars	2014-15	2013-14
Gross Income	3	3
Profit Before Interest and Depreciation	1	(4)
Finance Charges	0	0
Gross Profit	1	(4)
Provision for Depreciation	2	1
Net Profit Before Tax	(1)	(5)
Provision for Tax	-	-
Net Profit After Tax	(1)	(5)
Balance of Profit brought forward	(1)	(5)
Balance available for appropriation	(1)	(5)
Surplus carried to Balance Sheet	(1)	(5)

(b) Information about the financial performance/ financial position of Laurus Synthesis Inc., US

(Rs. millions)

Particulars	2014-15	2013-14
Gross Income	-	-
Profit Before Interest and Depreciation	(54)	-
Finance Charges	0	-
Gross Profit	(54)	-
Provision for Depreciation	0	-
Net Profit Before Tax	(54)	-
Provision for Tax	-	-
Net Profit After Tax	(54)	-
Balance of Profit brought forward	(54)	-
Balance available for appropriation	(54)	-
Surplus carried to Balance Sheet	(54)	-

ANNUAL RETURN

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 134 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the list of employees drawing remuneration exceeding Rs. 5.00 Lakhs per month is given in Annexure 2 and appended hereto and froms part of this Report.

HUMAN RESOURCES

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

EMPLOYEE STOCK OPTIONS

During the year the Company has allotted 132,125 equity shares of Rs. 10 each to the eligible employees. Further 75,500 stock options were granted to the eligible employees at an exercise price of Rs. 10 each pursuant to the Employee Stock Option Plan 2011 and the details of stock options are as mentioned in Annexure 3 and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 134 (3m) of The Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is appended hereto as Annexure 4 and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per Annexure 5 and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Hyderabad Dr. C. Satyanarayana V. V. Ravi Kumar

April 30, 2015 Chief Executive Officer Executive Director

Mar 31, 2014

The directors have pleasure in presenting the Companyâs 9th annual report along with the audited financial statements, for the year ended 31 March 2014.

Financials (Rs. in Millions)

	2013-14	2012-13
Revenue (Net)	11,597	7,185
EBITDA	2,206	1,499
Interest	639	412
Depreciation	329	226
Profit before tax	1,238	861
Profit after tax	991	882

Business Operations

During the year the Company achieved:

- Growth of 61 % revenue, 47 % EBITDA and 44 % PBT over previous year O Development of 8 API Products totaling to 45 commercialized Products O Filing of 1 drug master file totaling to 24 products and validated 3 drug master files owned by customers

- Filing of 25 patents totaling to 93 patents O Expansion of 3 additional production blocks with a capex of around H1.30 Billion in the existing manufacturing facility situated in JNPC, Visakhapatnam

^- Construction of another large scale manufacturing facility in JNPC, Visakhapatnam, which will be operational from June 2014 O Acquisition of two pieces of land admeasuring 45.00 and 44.30 acres in Acthuthapuram, Visakhapatnam for future expansion.

- Acquisition of Viziphar Biosciences Private Limited as wholly owned subsidiary in order to enter into natural Ingredients business

Outlook

Business prospects remaining positive because of the growing global demand for generics and opportunities provided by patent expires in developed markets.

The business proportions and synergies forms part of growth prospects detailed in the Managementâs Discussion and Analysis (MDA), which forms part of this Annual Report.

Human resources

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

Employee Stock Options

During the year the Company has allotted 139,125 equity shares of H10 each to the eligible employees. Further 38,500 stock options were granted to the eligible employees at an exercise price of H10 each (Refer Nos.4 and 29 of Notes to financial statements) pursuant to the Employee Stock Option Plan 2011.

Shifting of Registered Office

The registered office of the Company shifted from â2nd Floor, Serene Chambers, Road No.7, Banjara Hills, Hyderabad 500034â to âPlot No.21, JN Pharma City, Parawada, Visakhapatnam 531021â for operational convenience because most of the manufacturing facilities are located in the region of proposed new state of Andhra Pradesh.

Directors

Mr. Amal Ganguli, Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Auditors

Fixed deposits

The Company did not accept any fixed deposits.

Directorâs Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the

Directors of the Company declare that:

- All applicable accounting standards were followed in the preparation of financial statements.

- Such accounting policies were selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014.

- Proper and sufficient care was taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The annual accounts have been prepared on a going concern concept.

Particulars of employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 the list of employees drawing remuneration exceeding H5.00 Lakhs per month is given in the Annexure 2 and appended hereto and forms part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo

The information required under Section 217 (1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is appended hereto and forms part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the cooperation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Hyderabad Dr. C. Satyanarayana V. V. Ravi Kumar

Date: 29th April 2014 Chief Executive Officer Executive Director

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