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Lupin Ltd Proxy Solicitation & Information Statement 2026

Jan 14, 2026

61031_rns_2026-01-14_d7dd2095-5f0b-4e34-bbaf-932a7fee70c8.pdf

Proxy Solicitation & Information Statement

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January 14, 2026

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Symbol: LUPIN

BSE Limited

P. J. Towers, Dalal Street, Mumbai Samachar Marg, Mumbai - 400 001

Scrip Code: Equity - 500257

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) - Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI Listing Regulations, please find enclosed the Postal Ballot Notice dated January 06, 2026, along with the Explanatory Statement (‘Notice’), for seeking approval of the Members of the Company on the following special business, by way of remote e-voting facility:

Sr. No. Description of the Resolution Type of Resolution
1. To approve appointment of Mr. Anand Kripalu (DIN: 00118324) as an
Independent Director of the Company.
Special Resolution

In accordance with the relevant circulars issued by the Ministry of Corporate Affairs, the Notice is being sent by electronic mode to those Members whose names appeared in the Register of Members/ List of Beneficial Owners and whose e-mail addresses were registered with the Company/ MUFG Intime India Pvt. Ltd. (formerly known as Link Intime India Pvt. Ltd.) Registrar and Transfer Agent /Depositories as on Friday, January 09, 2026 (the ‘ Cut-Off Date’ ). Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company.

The Company has engaged services of National Securities Depository Limited (‘NSDL’) for providing remote e-Voting facility to the Members of the Company. The remote e-voting period commences on Thursday, January 15, 2026 at 09:00 a.m. (IST) and ends on Friday, February 13, 2026 at 05:00 p.m. (IST) and the e-Voting module shall be disabled by NSDL for remote e-voting thereafter. The results of the Postal Ballot along with Scrutinizer’s Report will be submitted to the Stock Exchanges on or before the close of business hours on Tuesday, February 17, 2026.

The Notice is also made available on the website of the Company i.e. www.lupin.com.

Thanking you,

For LUPIN LIMITED

AMIT KUMAR GUPTA Digitally signed by AMIT KUMAR GUPTA DN: c=IN, st=Maharashtra, 2.5.4.20=f72cf02f52d2a7e595b45b84659bdca28c8f26a939bb35835a169f2a237229a3, postalCode=400705, street=C701 Shivdarshan CHS Ltd Sector16 Plot No5 Navi Mumbai, pseudonym=d3a468d0d03546efabffd2a7cb7aaaae, title=7875, serialNumber=de9bbd80d8994e4be9f0dd2399144eba7e782d70287df6aad1994f0b522fa08a, o=Personal, cn=AMIT KUMAR GUPTA Date: 2026.01.14 16:02:54 +05'30'

AMIT KUMAR GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER (ACS -15754)

Encl.: a/a.

LUPIN LIMITED

Registered Office: 3[rd] Floor, Kalpataru Inspire, Off W. E. Highway, Santacruz (East), Mumbai - 400 055 India. Tel: (91-22) 6640 2323.

Corporate Identity Number: L24100MH1983PLC029442 [email protected] | www.lupin.com

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LUPIN LIMITED

Registered Office: Kalpataru Inspire, 3[rd] Floor, Off Western Express Highway, Santacruz (East), Mumbai - 400 055 Tel: +91 22 6640 2323 E-mail: [email protected] Website: www.lupin.com Corporate Identity Number: L24100MH1983PLC029442

NOTICE OF POSTAL BALLOT

Dear Members,

Notice is hereby given pursuant to the provisions of Section 110 and Section 108 of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars issued in this regard, the latest being the General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as the ”MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and such other applicable provisions of the Act, SEBI Listing Regulations, circulars and notifications as may be issued in this regard (including any statutory modifications or amendments or re-enactment thereof for the time being in force), to transact the below special business as set out hereunder by passing Resolution by means of postal ballot, through remote e-voting (i.e., voting through electronic means).

The detailed Explanatory Statement setting out the material facts concerning the Resolution and instructions for remote e-voting, are annexed to this Notice.

Special Business:

To approve appointment of Mr. Anand Kripalu (DIN: 00118324) as an Independent Director of the Company.

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

RESOLVED THAT Mr. Anand Kripalu (DIN: 00118324), who was appointed on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors as an Additional Director (Non-Executive, Independent) of the Company with effect from February 01, 2026, in terms of Section 161(1) of the Companies Act, 2013 (“the Act”) read with the Rules made thereunder (including any statutory modification(s) or amendment(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company and in

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respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, proposing his candidature, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable Rules, if any, (including any statutory modification(s) or amendment(s) or re-enactment thereof for the time being in force), Regulations 17, 25 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the Articles of Association of the Company, Mr. Anand Kripalu (DIN: 00118324) who has submitted a declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from February 01, 2026 to January 31, 2031.

RESOLVED FURTHER THAT the Board of Directors, which term shall deem to include any Committee constituted by the Board, be and is hereby authorized to do all such acts, deeds, matters and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.”

By Order of the Board of Directors For Lupin Limited

Amit Kumar Gupta Company Secretary (ACS-15754)

Mumbai, January 06, 2026

Registered Office: Kalpataru Inspire, 3[rd] Floor, Off Western Express Highway, Santacruz (East), Mumbai - 400 055.

Postal Ballot Notice | Lupin Limited | Page No. 2

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Notes:

  1. An Explanatory Statement pursuant to Section 102 of the Act read with the Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, which sets out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice. Details pursuant to Regulation 36(3) of the SEBI Listing Regulations and SS-2 is also annexed to this Notice as Annexure ‘A’ .

  2. In compliance with the provisions of Regulation 44 of the SEBI Listing Regulations, Sections 108 and 110 of the Act read with Rules made thereunder and the MCA Circulars:

  3. i. The Notice is being sent by electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, January 09, 2026 (the ‘CutOff Date’) and whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (“RTA”) / National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (collectively referred as “Depositories”).

  4. ii. The facility to vote on the proposed Resolution is provided through remote e-voting facility only. The Members shall exercise their right to vote on the matter included in the Notice by such remote e-voting facility. The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to its Members.

  5. iii. The Members can provide their assent or dissent on the Resolution through remote e-voting system. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

  6. A copy of this Notice is also available on the website of the Company i.e. www.lupin.com, website of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL i.e. www.evoting.nsdl.com.

  7. Members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their vote electronically. The voting rights of Members will be in proportion to their share in the paid-up share capital of the Company as on the Cut-Off Date.

  8. The remote e-voting period commences on Thursday, January 15, 2026, at 09.00 a.m. (IST) and ends on Friday, February 13, 2026, at 05.00 p.m. (IST) . The remote e-voting module will be disabled by NSDL for voting thereafter. Once the vote on Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

Postal Ballot Notice | Lupin Limited | Page No. 3

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  1. The Board of Directors of the Company has appointed Mr. Saurabh Agarwal or in his absence Ms. Deepti Kulkarni, Partners of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration No. P2009MH007000), to act as the Scrutinizer for conducting the Postal Ballot voting process in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder.

  2. The Scrutinizer on completing the scrutiny of voting through the remote e-voting process will submit the report to the Chairperson or any other person duly authorized by the Chairperson. The result of the remote e-voting along with Scrutinizer’s Report will be declared by the Chairperson or person so authorized, within 2 working days from the conclusion of the remote e-voting i.e., on or before the close of business hours on Tuesday, February 17, 2026.

  3. The results of the Postal Ballot will be hosted on the website of the Company i.e. www.lupin.com and the website of NSDL at www.evoting.nsdl.com and the same shall also be disseminated to BSE and NSE, where the shares of the Company are listed. The results along with the Scrutinizer Report shall also be displayed on the notice board at the Registered Office of the Company. The Resolution, if passed, by the requisite majority through Postal Ballot will be deemed to have been passed on the last date specified for remote e-voting i.e. on Friday, February 13, 2026.

  4. All documents as referred to in the Notice will be available for electronic inspection during business hours by the Members without payment of any fee, from the date of dispatch of the Notice until the last date of remote e-voting. Members seeking to inspect such documents are requested to send an email from their registered e-mail address to [email protected] mentioning their name, Folio No./Client ID and DP ID and the documents they wish to inspect. Inspection shall be provided during the business hours of the Company.

  5. Institutional/Corporate Members are required to send scanned copy (PDF/JPG Format) of the relevant Board or governing body Resolution, authorization etc., whereby their authorized representative has been appointed to vote on their behalf pursuant to Section 113 of the Act, to the Scrutinizer’s e-mail id: [email protected] with a copy marked to [email protected].

  6. Members of the Company who have not registered their e-mail address can register the same with their concerned depository participants, in respect of shares held in Demat form and in respect of shares held in physical form, by writing to the RTA of the Company i.e., MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) at [email protected].

  7. The term ‘Members/Shareholders’ have been used interchangeably to denote the Shareholders of the Company.

Postal Ballot Notice | Lupin Limited | Page No. 4

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Instructions for Remote e-voting

The details of the process and manner for remote e-voting is explained herein below:

Step 1: Access to NSDL e-Voting system

  • A) Login method for e Voting for Individual Shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020, on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with the Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for individual shareholders holding securities in demat mode is given below: -

Type of
shareholders
Login method
Individual
shareholders
holding
securities in
demat mode
with NSDL

For
OTP
based
login
you
can
click
on
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
Verification code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on Company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period.

Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a personal computer or on a
mobile. On the e-Services home page click on the “Beneficial Owner”
icon under “Login” which is available under ‘IDeAS’ section, this will
prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services
under Value added services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on
Company name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.

If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a personal
computer or on a mobile. Once the home page of e-Voting system is
launched,click on the icon “Login” which is available under

Postal Ballot Notice | Lupin Limited | Page No. 5

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‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-voting period.

  • Members can also download NSDL Mobile App ‘NSDL Speede‘ facility by scanning the QR code mentioned below for seamless voting experience

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  • Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through Shareholders their existing user id and password. Option will be made available to reach holding e-Voting page without any further authentication. The users are securities in requested to visit CDSL website www.cdslindia.com and click on login icon demat mode & New System Myeasi Tab and then use your existing my easi username with CDSL & password.

  • After successful login to the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-Voting is in progress as per the information provided by the Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the Remote e-Voting period. Additionally, there are also links provided to access the system of all e- voting service providers, so that the user can visit the e-Voting service providers’ website directly.

  • If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  • Alternatively, the user can directly access e-Voting page by providing demat account number and PAN from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & email as recorded in his/her demat account. After successful authentication, user will be able to see the e- Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting service providers.

Postal Ballot Notice | Lupin Limited | Page No. 6

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Individual
shareholders
(holding
securities in
demat
mode)
&
login
through their
DPs
You can also login using the login credentials of your demat account through
your DP registered with NSDL/CDSL for e-Voting facility. Upon logging in,
you will be able to see e-Voting option. Click on e-Voting option, you will be
redirected to NSDL/CDSL depository site after successful authentication,
wherein you can see e-Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve user ID/ password are advised to use Forget user ID and Forget password option available at above-mentioned website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL/CDSL:

**Login type ** Helpdesk details
Individual
shareholders
holding
securities
in
demat mode with NSDL
Members facing technical issue in login can contact NSDL helpdesk by
sending a request [email protected] or call at: 002 - 4886 7000.
Individual
shareholders
holding
securities
in
demat mode with CDSL
Members facing technical issue in login can contact CDSL helpdesk by
sending a request [email protected] or contact at toll
free no. 18002109911.

B) Login method for e-Voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Postal Ballot Notice | Lupin Limited | Page No. 7

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  1. Your User ID details are given below:
Manner of holding shares
i.e. Demat (NSDL or CDSL)
or Physical
Your User ID is
For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID.
For example if your DP ID is IN300 and Client ID
is
12

then
your
user
ID
is
IN300
12**.
For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For
example
if
your
Beneficiary
ID
is
12**
then
your
user
ID
is
12**
For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered
with the Company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your initial password?

    • i) If your e-mail id is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a pdf file. Open the pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your ‘User ID’ and your ‘initial password’.

    • ii) If your e-mail ID is not registered, please follow steps mentioned below in ‘Process for those shareholders whose e-mail ids are not registered’.

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Postal Ballot Notice | Lupin Limited | Page No. 8

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  • b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP based login for casting votes on e-Voting system of NSDL.

  • After entering your password, tick on agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  2. Select “EVEN” of Lupin Limited for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 – 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice-President at [email protected].

Postal Ballot Notice | Lupin Limited | Page No. 9

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Process for those shareholders whose e-mail ids are not registered with the Depositories for procuring User ID and Password:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card, self-attested scanned copy of Aadhar Card by e-mail to [email protected].

  2. In case shares are held in demat mode, please provide DP ID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of consolidated account statement, selfattested scanned copy of PAN card, self-attested scanned copy of Aadhar Card to [email protected]. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. ‘Login method -

for e Voting for Individual shareholders holding securities in demat mode.’

  1. Alternatively, shareholders/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-Voting facility.

Postal Ballot Notice | Lupin Limited | Page No. 10

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

To approve appointment of Mr. Anand Kripalu (DIN: 00118324) as an Independent Director of the Company to be passed as a Special Resolution:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (“NRC”), has appointed Mr. Anand Kripalu (DIN: 00118324) as an Additional Director and also as an Independent Director for a term of five consecutive years commencing from February 01, 2026 to January 31, 2031 subject to the approval of the Members by way of a Special Resolution.

The Company had received notice from a Member under Section 160 of the Companies Act, 2013 (“the Act”), proposing the appointment of Mr. Anand Kripalu as an Independent Director of the Company.

Mr. Anand Kripalu has consented to act as an Independent Director and confirmed that (i) he is neither disqualified under Section 164(1) & (2) of the Act nor debarred to hold the office of a Director by virtue of any order passed by the Securities and Exchange Board of India (“SEBI”) or any other authority; (ii) he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and he is eligible to be appointed as an Independent Director of the Company; (iii) he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence; and (iv) he has registered himself on the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs and is exempted from passing the online proficiency self-assessment test.

After evaluating the balance of skills, knowledge and experience on the Board, the NRC recommended the appointment of Mr. Anand Kripalu based on his vast experience, expertise and skills possessed in the areas of Corporate Governance, Leadership & General Management, Manufacturing, Quality & Supply Chain, Risk Management, ESG and Finance & Accounts.

In the opinion of the Board, Mr. Anand Kripalu is a person of integrity, possesses requisite skills, expertise, competencies as identified by the Company as relevant for its operations and has wide experience which will provide immense benefit to the Company. Further, he fulfils the conditions as specified in the Act and the SEBI Listing Regulations for being appointed as an Independent Director and is independent of the management.

He shall be entitled to receive sitting fees and commission as may be determined by the Board within the overall limits approved by the Members of the Company.

A copy of the letter of appointment setting out the terms and conditions of appointment, is available for inspection through electronic mode, as per the details provided in this Notice.

Postal Ballot Notice | Lupin Limited | Page No. 11

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In compliance with the provisions of Section 149 read with Schedule IV and other applicable provisions of the Act, Regulations 17, 25 and other applicable provisions of the SEBI Listing Regulations, the Board recommends the appointment of Mr. Anand Kripalu as an Independent Director for a term of five consecutive years commencing from February 01, 2026 to January 31, 2031 for the approval of the Members by way of a Special Resolution, as set out in this Notice.

None of the Directors and Key Managerial Personnel of the Company and their relative(s), other than Mr. Anand Kripalu and his relative(s), are in any way concerned or interested, financially or otherwise, in the proposed Special Resolution as set out in this Notice.

By Order of the Board of Directors For Lupin Limited

Amit Kumar Gupta Company Secretary (ACS-15754)

Mumbai, January 06, 2026

Registered Office: Kalpataru Inspire, 3[rd] Floor, Off Western Express Highway, Santacruz (East), Mumbai - 400 055.

Postal Ballot Notice | Lupin Limited | Page No. 12

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Annexure ‘A’

- Additional information pursuant to SS 2 & Regulation 36 of the SEBI Listing Regulations:

Name of Director Mr. Anand Kripalu
DIN 00118324
Date of Birth October 02, 1958
Age 67 years
Date of first appointment on the
Board
February 01, 2026
Qualifications Mr. Anand Kripalu holds an MBA from IIM, Calcutta, as well
as a B. Tech (Electronics) from IIT Madras. He has received
the Distinguished Alumnus Award from both IIM and IIT. He
has also completed the Advanced Management Program
from Wharton Business School.
Brief Profile and Experience Mr. Kripalu has more than three decades of industry
experience in the fast-moving consumer goods industry.He
currently serves as the Executive Director of EPL Limited, prior
to which he was the Managing Director and Global CEO till
December 31, 2025. Before this, he held prominent executive
roles such as MD & CEO of Diageo India, President of India and
South-East Asia at Mondelez International (Cadbury) and has
spent more than 20 years at Unilever in various general
management, sales and marketing roles. Due to his
contribution in the industry, Mr. Kripalu received the
“Lifetime Achievement Award” at the 8thedition of the Indian
Marketing Awards by exchange4media.
Nature of expertise in specific
functional
area/skills
and
capabilities
Corporate Governance, Leadership & General Management,
Manufacturing, Quality & Supply Chain, Risk Management,
ESG and Finance & Accounts.
Terms
and
conditions
of
appointment along with details
of remuneration sought to be
paid

As stated in the above Explanatory Statement.
Last drawn Remuneration Not Applicable
Directorships
in
other
companies
EPL Limited;
United Breweries Limited;
Swiggy Limited; and
PGP Glass Private Limited.

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Memberships / Chairmanships
of Committees in companies
EPL Limited:
• Risk Management Committee - Member
United Breweries Limited:
• Stakeholders Relationship Committee – Chairman
• Audit Committee - Member
• Nomination and Remuneration Committee - Member
• Risk Management Committee – Member
Swiggy Limited:
• Audit Committee – Member
• Nomination and Remuneration Committee – Member
• Corporate Social ResponsibilityCommittee – Member
Number of Board meetings
attended during the period April
2025 & till date of this Notice
Not Applicable
Listed
entities
from
which
proposed
appointee
has
resigned as Director in past 3
years
Not Applicable
No. of Shares held in the
Company,
including
shareholding as a beneficial
owner
Nil
Disclosure
of
inter-se
relationships between Directors
and Key Managerial Personnel
Not Applicable

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