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Jubilant Pharmova Ltd.

BSE: 530019 Sector: Health care
NSE: JUBLPHARMA ISIN Code: INE700A01033
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OPEN 383.95
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VOLUME 10
52-Week high 617.00
52-Week low 305.20
P/E 66.66
Mkt Cap.(Rs cr) 6,116
Buy Price 377.00
Buy Qty 1.00
Sell Price 392.00
Sell Qty 25.00

Jubilant Pharmova Ltd. (JUBLPHARMA) - Director Report

Company director report

Your Directors are pleased to present the Forty Fourth Annual Reporttogether with the Audited Standalone and Consolidated Financial Statements for the yearended March 31 2022.

OVERVIEW

Jubilant Pharmova Limited (the ‘Company' or ‘JubilantPharmova') is a company engaged in Pharmaceuticals Contract Research and DevelopmentServices and Proprietary Novel Drugs businesses. Pharmaceuticals business through JubilantPharma Limited Singapore (JPL) is engaged in manufacturing and supply ofRadiopharmaceuticals with a network of 48 radio-pharmacies in the US AllergyImmunotherapy Contract Manufacturing of Sterile

Injectables and Non-sterile products Solid Dosage Formulations andAPIs through six manufacturing facilities that cater to all the regulated marketsincluding the US Europe and other geographies. Jubilant Biosys Limited provides contractresearch and development services through two world class research centers in Bangaloreand Noida in India. Jubilant Therapeutics is involved in Proprietary Novel Drugs businessand is an innovative biopharmaceutical company developing breakthrough therapies in theareas of oncology and auto-immune disorders. Jubilant Pharmova Limited has a team of over6000 multicultural people across the globe. The Company is well recognised as a‘Partner of Choice' by leading pharmaceuticals companies globally. For moreinformation please visit: www.jubilantpharmova.com.

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS FINANCIALRESULTS

(Rs million)
Standalone Consolidated
Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Continuing Operations: _ _ _ _
Total Revenue from Operations 877 27095 61302 60985
Total Operating Expenditure 946 22824 49739 47020
EBITDA (before Other Income) (69) 4271 11563 13965
Other Income 1259 479 113 176
EBITDA 1190 4750 11676 14141
Depreciation Amortisation and Impairment Expense 62 1000 3817 3490
Finance Costs 306 1018 1455 1841
Exceptional Items - - - 212
Share of profit of an associate - - (100) 113
Profit before Tax 822 2732 6304 8711
Tax Expenses 37 587 2174 2972
Profit for the year from continuing operations 785 2145 4130 5739
Discontinued Operations: _ _
Profit from discontinued operations - - - 3409
Tax expense/(credit) of discontinued operations - - - 792
Profit after tax of discontinued operations - - - 2617
Reported Net Profit After Tax 785 2145 4130 8356
Attributable to: _ _
Owners of the Company 785 2145 4139 8359
Non-Controlling Interests - - (9) (3)
Other Comprehensive Income - (18) 2440 1743
Total Comprehensive Income for the year 785 2127 6570 10099
Retained Earnings brought forward from previous year 11549 11533 43177 38448

 

(Rs in million)

Standalone Consolidated
Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Profit for the year (attributable to owners of the Company) 785 2145 4139 8359
Re-measurement of defined benefit obligations 2 (8) 9 (8)
Dividend on Equity Shares (796) - (796) -
Adjustment on account of consolidation of ESOP Trust - - 1 -
Transfer (to)/ from Legal Reserve - - - (2)
Transfer of cumulative gain of equity investments classified at Fair Value through Other Comprehensive Income - - 299 -
Stock awards vested - - 21 2
Adjustment on amalgamation of certain promoter controlled entities pursuant to the Composite Scheme of Arrangement - 1 - 1
Adjustment on account of demerger pursuant to the - (2122) - (3623)
Composite Scheme of Arrangement
Retained Earnings to be carried forward 11540 11549 46850 43177

(I) Standalone Financials

Revenue from Operations

In the Financial Year 2021-22 on a standalone basis the Companyrecorded total revenue from operations of H877 million.

EBITDA

For the year ended March 31 2022 Earnings before Interest TaxesDepreciation and Amortisation (‘EBITDA') stood at H1190 million.

Reported Net Profit after Tax and EPS

Reported Net Profit after Tax was H785 million in the Financial

Year 2021-22. Basic Earnings per Share (‘EPS') stood at H4.93per equity share of H1 each.

(II) Consolidated Financials

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

Performance Review

Revenue from the continuing operations for the year was H61302million as compared to H60985 million in the Financial Year 2020-21. Revenue from thePharmaceuticals segment was H56507 million as compared to H57897 million in theFinancial Year 2020-21. Revenue from the Contract Research and Development Services wasH4574 million for the year as compared to H3052 million in the Financial Year 2020-21.Revenue from Proprietary Novel Drugs was H18 million for the year as compared to H37million in the Financial Year 2020-21. Revenue from Management Services stood at H203million for the year.

EBITDA from the continuing operations was H11676 million for the yearas compared to H14141 million in the Financial Year 2020-21. EBITDA of thePharmaceuticals segment was H10871 million for the year as compared to H13863million in the Financial Year 2020-21 with margins of 19.2% as against 23.9% in theFinancial Year 2020-21. Contract Research and Development Services reported EBITDA ofH1691 million as compared to H1085 million in the Financial Year 2020-21 with margins of37.0% as against 35.6% in the Financial Year 2020-21. Profit after Tax from the continuingoperations was H4130 million as compared to H5739 million in the Financial Year 2020-21.Earnings per Share (EPS) from the continuing operations was H26.00 per equity share of H1each.

The Company has considered the possible effects that may result fromthe COVID-19 pandemic on the carrying amounts of receivables inventories property plantand equipment and intangible assets. In developing the assumptions relating to thepossible future uncertainties in the global economic conditions the Company has usedinternal and external sources of information including economic forecasts and estimatesfrom market sources on the expected future performance of the Company.

On the basis of evaluation and current indicators of future economicconditions the Company expects to recover the carrying amounts of these assets and doesnot anticipate any impairment to these financial and non-financial assets. However theimpact assessment of COVID-19 is a continuing process given the uncertainties associatedwith its nature and duration. The Company will continue to monitor any material changes tothe future economic conditions.

DIVIDEND

The Board is pleased to recommend a dividend of 500% i.e. H5 per fullypaid up equity share of H1 each amounting to H796.41 million for the year ended March 312022. The payment of dividend is subject to approval of the shareholders at theforthcoming Annual General Meeting (‘AGM') of the Company and shall be subjectto deduction of income tax at source.

TRANSFER TO GENERAL RESERVE

During the year under review no amount has been transferred to GeneralReserve of the Company.

CAPITAL STRUCTURE

(a) Share Capital

During the year there has been no change in the authorised subscribedand paid-up share capital of the Company. As on March 31 2022 the paid-up share capitalstood at H159281139 comprising 159281139 equity shares of H1 each.

(b) Employees Stock Option Plan and General Employee Benefits Scheme TheCompany has an employee stock option plan namely JLL Employees Stock Option Plan 2018(‘Plan 2018'). There was no material change in the Plan 2018 during the year andthe Plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 (the ‘SEBI ESOP Regulations').

During the year 35734 Options were granted. Each Option entitles theholder to acquire one equity share of H1 each of the

Company at the exercise price fixed at the time of grant. The Companyhas a general employee benefits scheme namely Jubilant General Employee BenefitsScheme-2019 (‘JGEBS-2019'). The Scheme is in compliance with the SEBI ESOPRegulations and there was no material change in the Scheme during the year.

The details of the Plan 2018 and JGEBS-2019 pursuant to the SEBI ESOPRegulations have been placed on the website of the Company and the same can be accessed atthe web-link https:// www.jubilantpharmova.com/Uploads/image/893imguf_esop_disclosure2022.pdf.

(c) Debentures

In the Financial Year 2021 the Company had issued Secured RedeemableUnlisted Non-Convertible Debentures (‘NCDs') of H950 million for a period ofupto 5 years. These NCDs are outstanding as on date.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its meeting held on July 232021 approved reorganisation of the APIs business of Jubilant Generics Limited (‘JGL')an indirect wholly-owned subsidiary for inter alia better operational synergy andmanagement effectiveness by way of a demerger of the APIs undertaking of JGL and vestingof the same with the Company on a going concern basis (‘the Demerger')to be implemented through a Scheme of

Arrangement between JGL and the Company and their respectiveshareholders and creditors under Sections 230 to 232 and other applicable provisions ofthe Companies Act 2013 (‘Scheme'). The Company and JGL have filed therequired petition with the Hon'ble National Company Law Tribunal Allahabad Bench(‘NCLT') seeking its approval for the Scheme.

Subsequent to the year end the petition was heard by the Tribunal onApril 25 2022 and the Scheme was approved vide Order dated May 23 2022. The AppointedDate of the Scheme is April 1 2022. The Scheme will take effect upon the filing of theFormal Order of the Tribunal with the Registrar of Companies which filing is targeted/expected on July 1 2022.

SUBSIDIARIES

As on March 31 2022 the Company had 35 subsidiaries. Briefparticulars of the principal subsidiaries on a stand-alone basis are given below:

Jubilant Pharma Limited

Jubilant Pharma Limited Singapore (‘Jubilant Pharma') is awholly-owned subsidiary of the Company. Jubilant Pharma holds the global pharmaceuticalbusiness of the Company through its subsidiaries in the US Canada Europe India and restof the world. These subsidiaries of Jubilant Pharma are engaged in manufacturingmarketing and distribution of various pharmaceutical products and services including APIsoral dosage forms (tablets and capsules) contract manufacturing of sterile injectablesincluding vaccines ointment creams and liquids allergy therapy products andradiopharmaceutical products. Jubilant Pharma also operates a network of radiopharmaciesin the the US through its wholly-owned subsidiary with 48 pharmacies in 21 states of theUS. Total income of the company during the Financial Year 2022 was H350.39 million ascompared to H393.17 million during the Financial Year 2021.

Jubilant Generics Limited

Jubilant Generics Limited (‘JGL') is a wholly-ownedsubsidiary of the Company through Jubilant Pharma. JGL is engaged in the business ofmanufacturing of Active Pharmaceutical Ingredients ("APIs") and Dosage Forms. Ithas three state of-the-art R&D Centres in Noida Uttar Pradesh which are equippedwith world class infrastructure. JGL has India Branded Pharmaceuticals ("IBP")business which caters dosage formulations under its own brand name to the Indian market intherapeutic areas including chronic specialties like Cardiology and Diabetes.

JGL's APIs portfolio is focused on Lifestyle driven TherapeuticAreas (CVS CNS) and also targets complex and newly approved molecules. The company isamong the leading global producers for five APIs in its portfolio helping it to maintainits competitive position in the industry. The APIs manufacturing plant at NanjangudKarnataka is spread over 69 acres and caters to the sales worldwide primarily to theregulated markets. The manufacturing facility is inspected by the global regulatoryagencies such as US FDA Health Canada TGA Australia EU GMP from National Institute ofPharmacy and Nutrition Hungary Japan PMDA FSSAPS France KFDA Republic of Korea ANVISABrazil COFEPRIS Mexico and others.

During the Financial Year 2019 US FDA inspected the Nanjangud facilityof JGL and consequently in March 2019 this facility was put under US FDA'sInspection Classification status of "O_cial Action Indicated" (‘OAI').As a result while supplies of the approved products to the US continue but the approvalsof pending applications or supplements for products to the US may be withheld. JGLundertook a holistic review to implement necessary corrective and preventive actions andalso engaged third party cGMP consultants to support and identify areas of improvement andhas been voluntarily updating US FDA. JGL has completed all identified corrective andpreventive actions and updated the agency. The dosage formulations manufacturing locationat Roorkee Uttarakhand with 5 acres of infrastructure is inspected by global regulatoryagencies such as US FDA Japan PMDA UK MHRA Australia TGA WHO and Brazil ANVISA.This facility primarily manufactures immediate and modified release oral solid dosageforms (Tablets Capsules and Powder for Suspension) with capabilities on complex processeslike _uid bed pellet coating MUPS (Multi Unit Pellet System) and extended release drugdelivery technology based on matrix formulations and functional coatings. In addition tomanufacturing and supplies of finished formulations to the US market JGL's non-USfinished formulations business is focussed on various markets in EU Japan CanadaAustralia as well as various countries in the emerging markets. JGL also caters to theselected overseas markets under its own brand name. JGL's major therapy areasincludes Cardiovascular CNS and Gastrointestinal products with special focus on verticalintegration and in-house APIs leading to greater competitiveness in the market place.During the Financial Year 2019 the US FDA inspected the Roorkee facility of JGL andconsequently in March 2019 issued Warning Letter to the Roorkee facility. In March 2021the US FDA conducted an inspection of the Roorkee facility and issued a Form 483 withseven observations. Subsequently in July 2021 US FDA listed JGL under import alert withan exception for 4 products manufactured at the Roorkee facility. JGL has engagedindependent third party cGMP consultants to mitigate the gaps identified by the US FDA andit is keeping the US FDA updated on its corrective and preventive actions. Post importalert JGL manufactures only the approved and permitted products at the Roorkee plant fordistribution in US. JGL continues to manufacture and supply the products to all the othermarkets where the products are approved other than US. New product approvals for USmarket will be withheld due to the import alert. JGL is committed to implement thenecessary corrective actions required to address the US FDA concerns at the earliest andit continues to work in close coordination with the US agency. Total income of JGL duringthe Financial Year 2022 was H12896.32 million as compared to H14771.53 million duringthe Financial Year 2021.

The Company is in compliance with Regulation 24A of the ListingRegulations. Secretarial Audit was conducted for JGL an unlisted material subsidiary ofthe Company. Copy of the Secretarial Audit Report of JGL is attached as Annexure-1 to thisReport. The Secretarial Audit report of JGL does not contain any qualificationreservation or adverse remark or disclaimer.

Jubilant Cadista Pharmaceuticals Inc.

Jubilant Cadista Pharmaceuticals Inc. a corporation incorporated inDelaware US is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. This company isengaged in the business of manufacturing solid dosage forms of generic prescriptionpharmaceuticals at its US FDA approved manufacturing facility in Salisbury Maryland US.Its customer base includes large wholesalers retail and pharmacy chains. As on March 312022 there were 13 products marketed in the US with focus in the therapeutic areas ofCVS CNS Anti Allergic Steroids etc. Total income of the company during the FinancialYear 2022 was H6462.09 million as compared to H10100.86 million during the FinancialYear 2021. The US FDA inspected the site last in February 2020 that resulted in a ratingof GMP compliance. Jubilant Cadista Pharmaceuticals Inc. facility at Salisbury Marylandsuccessfully completed the periodic inspection by Maryland US Department of theEnvironment/ City of Salisbury Maryland. At our Salisbury Maryland manufacturingfacilities structured improvement projects have been undertaken that have deliveredsignificant conversion cost savings while at the same time improving safety ratedeviation rate productivity batch rejections and service level. The site has undertakennumerous energy-saving projects to reduce our utilities costs.

Jubilant HollisterStier LLC

Jubilant HollisterStier LLC (JHS) is a wholly-owned subsidiary ofJubilant Pharma Holdings Inc. This subsidiary is a fully integrated leading CMO playerbased out of North America with operations in Spokane Washington USA and MontrealCanada. The facilities offer manufacturing services including sterile injectable (bothliquid and lyophilization) ampoules and sterile and non-sterile ointments creams andliquids. This company is among the leading Contract Manufacturers in North America forsterile injectable and expanding its reach as a fill scale ophthalmic solution provider inthe form of bottles including preservative free ointment and injectable. Its facilitiesare approved by regulators across the world including US FDA Health Canada ANVISABrazil PMDA Japan Russia MHRA and various others. The products manufactured at bothsites are sold in over 50 countries across the globe by its customers. The company laysstrong emphasis on compliance and protecting Intellectual Property Rights (IPR) for itscustomer base. The company will continue to focus on the highest level of compliance witha lean operation setup and supply of right quality products in a timely manner to itscustomers which helps it further grow the order book. The US FDA inspected the Spokanesite last in 2021 by both the Center for Biologics Evaluation and Research and the Centerfor Drugs Evaluation and Research. These inspections resulted in ratings of ‘GMPCompliance'. The Spokane site was also inspected by Armenia in 2021 and again thesite received a ‘GMP Compliant' rating. The US FDA inspected the Montreal sitelast in 2018 that resulted in a ‘GMP Compliance' rating. In addition theMontreal site was inspected by Health Canada in 2021 and again received a GMP compliantrating. Further the sites go through numerous client audits during the year that alsoenhance their readiness for FDA inspection. Injectables form an increasing proportion ofnew approvals by innovators for which there is shortage of capacity for high qualitymanufacturing sterile sites as available with the company. The need for injectable hasfurther been enhanced because of COVID pandemic. Its CDMO business has played a veryintegral role in current pandemic with contracts and various others for manufacturingvaccines and therapeutic drugs to _ght the pandemic. In May 2022 JHS entered into acooperative agreement for $149.6 million (USD) with the Army Contracting Command incoordination with the Joint Program Executive Office for Chemical BiologicalRadiological and Nuclear Defense (JPEO-CBRND) on behalf of the Biomedical AdvancedResearch and Development Authority (BARDA) within the US Department of Health and HumanServices. The effort was funded under the American Rescue Plan. This agreement will enablethe company to double its injectable filling production capacity at a total cost of $193million at its Spokane Washington manufacturing facility. This will be completed by2025. This agreement is in addition to the $92 million filling line expansion announced inNovember 2021 which will be commercially available by the end of 2024. The plannedexpansion will double the injectable manufacturing capacity at Spokane. The lines will belatest technology high speed isolator fill lines with lyophilizers. The AllergyImmunotherapy business provides products in the US and also exports to severalinternational markets such as Canada Europe and Australia. We supply bulk extracts tophysicians who then use the products for diagnostic testing and to administerimmunotherapy treatment. Allergenic extracts in our portfolio are offered in the form ofconsistent high-quality differentiated products along with a range of specialiseddiagnostic devices for skin testing. A differentiated business of manufacturing andmarketing of allergenic extracts is backed by one of the oldest and most trusted brandsHollisterStier which is in existence for over 100 years. The company has been focusing onexpanding market coverage and ensuring robust offering of our antigens to Customers. Inaddition we have increased capacities in Lyophilization and are further increasingcapacities in the Allergy Immunotherapy manufacturing facility to ensure consistent andreliable supply of our _ying insect venom products. We are the sole producers andsuppliers of venom immunotherapy in the US.

This business continues to build on the development of innovativeproducts to address various allergies. The company is expanding its footprint beyond theUS and is building networks in other regions outside of North America including EU MEAand APAC with a focus on our venom immunotherapy products in these regions. Total incomeof the company during the Financial Year 2022 was H16286.86 million as compared toH15874.96 million during the Financial Year 2021.

Jubilant DraxImage Inc.

Jubilant DraxImage Inc. (‘JDI') is a wholly-owned subsidiaryof the Company through Jubilant Pharma. JDI has a solid foundation in speciality pharma.JDI is headquartered in Montreal Canada where it operates a highly specialisedmanufacturing facility approved by US FDA Health Canada and selected EU countries. JDIdevelops manufactures commercialises and distributes radiopharmaceuticals used inNuclear Medicine for the diagnosis treatment and monitoring of a broad range of diseases.It serves hospital-based customers (Nuclear Medicine Physicians Nuclear Cardiologists andTechnologists) in addition to specialised commercial radiopharmacies in the United Statesand Canada. JDI employs about 820 highly skilled professionals dedicated to providing highquality reliable products and services to healthcare providers around the globe. Thebusiness is supported by an experienced research and development organisation specialisedradiopharmaceutical manufacturing strong regulatory affairs quality systems andmarketing and commercial operations. The disease areas of specialisation includecardiology oncology neurology and therapeutics for neuro-endocrine and thyroiddiseases. The business distributes radiopharmaceutical products through a network of 48pharmacies in the United States.

Jubilant Radiopharmaceuticals_business is a market leader in NorthAmerica in several specialty areas including I-131 Therapeutic and Diagnostics(Theranostics) for imaging and treatment of thyroid diseases and thyroid cancerMacro-Aggregated Albumin (MAA) for lung perfusion imaging and Diethylene TriaminePenta-acetic Acid (DTPA) for renal brain and functional pulmonary imaging. RUBYFILL? acutting-edge novel technology for PET myocardial perfusion imaging (MPI) to evaluateregional myocardial perfusion in adult patients with suspected or known coronary arterydisease is approved by US FDA Health Canada Swissmedic Switzerland BfArM Germany andLe gouvernement du Grand- Duch? de Luxembourg Luxembourg._ Jubilant Radiopharmaceuticalsbusiness is sponsoring and supporting two clinical trials for I-131-MIBG a uniqueapproach under evaluation for first-line and later stage treatment of high-riskneuroblastoma. Approximately 800 patients are diagnosed with Neuroblastoma every yearmostly children. Total income of the company during the Financial Year 2022 was H19732.01million as compared to H9492.35 million during the Financial Year 2021. The US FDAinspected the site last in 2017. The site was also inspected with the‘Compliance' rating by Health Canada in 2021 and 2022 both resulting in ratingsof GMP compliance. Effective June 1 2021 Jubilant Draximage Inc. acquired theRadiopharmacies business which operates 48 radiopharmacies in 21 States and isheadquartered in Yardley PA. Jubilant's radiopharmacy network is the second largestnetwork of commercial nuclear radiopharmacies in the United States directly serving over3000 individual hospitals clinics and medical centers. Business delivers approx. 3million patient doses per year.

Jubilant Pharma NV

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

Jubilant Pharmaceuticals NV

This is a wholly-owned subsidiary of the Company through JubilantPharma NV Belgium which holds 99.81% of its shares and Jubilant Pharma holds the balanceshares. This company is engaged in the business of licensing generic dosage forms andproviding regulatory services to generic pharmaceutical companies. Total income of thecompany during the Financial Year 2022 was H0.65 million as compared to H7.81 millionduring the Financial Year 2021.

PSI Supply NV

This is a wholly-owned subsidiary of the Company. 99.50% of its sharesare held by Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in thesupply of generic dosage forms to the European markets. Total income of the company duringthe Financial Year 2022 was H229.18 million as compared to H330.99 million during theFinancial Year 2021.

Jubilant Biosys Limited

Jubilant Biosys Limited (‘Biosys') provides Drug Discoveryand Contract Development and Manufacturing Services to global pharmaceutical and biotechcompanies as mentioned below:

Collaborative/ Partnership Model with Integrated Drug Discovery programacross a single or a portfolio of molecules;

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

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

Total income of the company during the Financial Year 2022 wasH4870.98 million as compared to H3214.48 million during the Financial Year 2021.

Jubilant Therapeutics Inc.

Jubilant Therapeutics is a clinical stage precision therapeuticscompany advancing potent and selective small molecule modulators to address unmetmedical needs in oncology and autoimmune diseases. Jubilant Therapeutics' platformuses Therapeutic Index & Brain Exposure Optimisation (TIBEO) to develop highlydifferentiated novel drugs for genetically defined patient populations._The company isprogressing its most advanced program - first in class dual inhibitor of LSD1/HDAC6to Phase I/ II in 2022 followed by additional INDs with novel brain-penetrant modulatorsof PRMT5 and PDL1 as well as PAD4 inhibitors in oncology and in_ammatory indications.Total income of the company during the Financial Year 2022 was H0.08 million as comparedto H0.74 million during the Financial Year 2021.

Other subsidiaries are mentioned below:

Jubilant Pharma Holdings Inc. Jubilant Pharma Australia Pty. LimitedJubilant Innovation (USA) Inc.

Jubilant HollisterStier Inc.

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

Jubilant Discovery Services LLC Jubilant Clinsys Inc.

Jubilant Clinsys Limited

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

Jubilant Epicore LLC Jubilant Prodel LLC Jubilant Epipad LLC

Drug Discovery and Development Solutions Limited Draxis Pharma LLC

Draximage (UK) Limited TrialStat Solutions Inc. Jubilant Pharma MEFZ-LLC

Jubilant Draximage Radiopharmacies Inc.

Jubilant Biosys Innovative Research Services Pte. Limited

During the year the following changes have taken place pertaining tothe subsidiaries of the Company:

1. 6981364 Canada Inc. amalgamated into Jubilant Draximage Inc.

2. Draximage General Partnership has been dissolved due to amalgamationof its partners i.e. 6981364 Canada Inc. and Jubilant Draximage Inc.

3. Draximage Limited Ireland has been dissolved.

4. Jubilant Life Sciences (BVI) Limited has been dissolved.

5. Jubilant Drug Development Pte. Limited has been merged into DrugDiscovery and Development Solutions Limited.

6. Jubilant Innovation Pte. Limited has been struck off.

Associate Company

SOFIE Biosciences Inc. USA is associate of the Company.

1359773 B.C. Unlimited Liability Company and SPV Laboratories PrivateLimited became subsidiary and associate company of the Company effective from April 262022 and April 1 2022 respectively.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The performance and financial position of the subsidiaries are given inForm AOC-1 attached to the Financial Statements for the year ended March 31 2022.

PARTNERSHIPS

Jubilant HollisterStier General Partnership

It is a Canada based partnership owned by two subsidiaries of theCompany - Jubilant HollisterStier Inc. and Draxis Pharma LLC that provides contractmanufacturing services. It manufactures products in two categories: sterile products andnon-sterile products. Sterile products include liquid and freeze-dried (lyophilized)injectables ampoules ophthalmic tubes/ solutions and sterile ointments and creams.Non-sterile products include non-sterile ointments creams and liquids. The productsmanufactured by this partnership are supplied to over 50 countries. Another area of growthfor this subsidiary is sterile ophthalmic. With ageing population across the globe eyeointments are gaining popularity. The company is witnessing a lot of requests forproposals in this area as well. Basis this assessment the company has set up a 200bottles per minute ophthalmic line in Montreal site which is undergoing validation. Onceoperational the line is expected to further drive growth for the CMO business. Themanufacturing location at Montreal Quebec Canada is approved by Health Canada US FDAand other regulatory authorities.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Act and the Rules madethereunder the Shareholders of the Company have at the 40th AGM approved thereappointment of M/s. B S R & Co. LLP Chartered Accountants as Statutory Auditors ofthe Company for another term of 5 years from conclusion of the 40th AGM of theCompany till conclusion of the 45th AGM of the Company to be held in the year2023.

The Auditors' Reports for the Financial Year 2022 do not containany qualification reservation adverse remark or disclaimer.

COST AUDIT

Pursuant to Section 148(1) of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Company was not required to maintain the cost recordsduring the Financial Year 2022.

SECRETARIAL AUDIT

The Board had appointed M/s Sanjay Grover & Associates CompanySecretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of theAct for the Financial Year 2022. The Report of the Secretarial Auditors is attached asAnnexure-2 to this Report and does not contain any qualification reservation adverseremark or disclaimer.

The Company has also obtained a Secretarial Compliance Report from M/sSanjay Grover & Associates Company Secretaries confirming compliances with theprovisions of the applicable SEBI Listing Regulations Circulars and Guidelines for theyear ended March 31 2022. This Compliance Report was filed with the Stock Exchangeswithin prescribed time period and is also available on the websites of Stock Exchanges.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Priyavrat Bhartia and Mr. Arjun Shanker Bhartia retire by rotationat the ensuing AGM and being eligible offer themselves for re-appointment.

The Shareholders have at the 43rd AGM of the Company held on September22 2021 approved re-appointment of Mr. Hari S. Bhartia as Co-Chairman and ManagingDirector of the Company for a period of three years effective from April 1 2022. At thesaid AGM the shareholders have also approved the appointment of Mr. Pramod Yadav and Mr.Arvind Chokhany as Directors of the Company effective from February 5 2021 and April 12021 respectively. The shareholders have further approved appointment of Mr.Chokhany as Group Chief Financial Officer and Whole-time Director effective from April 12021. The Shareholders have also approved re-appointment of Mr. Sushil Kumar Roongta andMr. Vivek Mehra as Independent Directors for another term of 5 consecutive years effectivefrom May 22 2022.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors of the Company were held duringthe Financial Year 2022.

DECLARATION OF INDEPENDENT DIRECTORS

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

APPOINTMENT AND REMUNERATION POLICY

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

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

A statement on annual evaluation of the performance of the Board itsCommittees and of individual Directors forms part of the Corporate Governance Reportattached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors based on the representation received from themanagement confirm that: (i) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2022 andof the profits of the Company for the year ended March 31 2022; (iii) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concernbasis; (v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

Based on the framework of internal financial controls including theControls Manager for financial reporting and compliance systems established and maintainedby the Company work performed by the internal statutory and secretarial auditors and thereviews performed by the management and the relevant Board committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during the Financial Year 2022; and (vi) the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

COMPOSITION OF AUDIT COMMITTEE

As on date the Audit Committee comprises Mr. S Sridhar Chairman Ms.Sudha Pillai Dr. Ashok Misra Mr. Vivek Mehra Mr. Priyavrat Bhartia and Mr. ArvindChokhany. The Board has accepted all the recommendations made by the Audit Committee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company did not have any manufacturing activities on a standalonebasis during the Financial Year 2022. Hence the details prescribed under Rule 8(3) of theCompanies (Accounts) Rules 2014 regarding conservation of energy and technologyabsorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs in million)
Particulars 2021-22 2020-21
Foreign exchange outgo in terms of actual outflows 3 9117
Foreign exchange earned in terms of actual inflows 1580 11207

EMPLOYEES

Particulars of Directors and Employees as required under Section197(12) of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure-3 and form part of this Report.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

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

There exists a critical risk management framework across the Companyand the same is reviewed on a periodic basis by the Board. Some of the critical risksidentified in various businesses of the Company are:

Pandemic Risk - Uncertainty due to COVID-19

Information Technology (IT) Risk

Dependence on certain key products and customer risk

Dependence on single manufacturing facility risk

Supply interruptions due to few suppliers risk

Human Resources - Acquire and retain talent risk

Manufacturing operations risk

Compliance and regulatory risk

Competition cost competitiveness and pricing risk

Capacity planning and optimisation risk

Research and Development (R&D) effectiveness risk

Environmental Social and Governance (ESG) risk

Protecting Intellectual Property Rights (IPR) risk

Failure to supply to customers risk

Changes in tax legislation risk

Liquidity solvency debt repayment risk

Foreign currency exposure risk

Risks related to the discovery and development of our productcandidates

Limited product pipeline

Mergers and Acquisitions

Political or Economic instability or acts of terrorism

Labour unions

Dependence on third parties to conduct our clinical trials

Foreign manufacturing disincentive

Ageing machinery and plant

Outsourcing risk

The Company promotes strong ethical values and high levels of integrityin all its activities which in itself is a significant risk mitigator. With the growthstrategy in place risk management holds the key to the success of the Company'sjourney of continued competitive sustainability in attaining the desired businessobjectives.

Internal Financial Controls

To compete globally world class Corporate Governance and FinancialControls over operations are a must for the Company. The Internal Financial Controls asmandated by the Companies Act not only require a certification from CEO-CFO but also putan obligation on the Board of Directors to ensure that the Internal Financial Controls areadequate and are operating effectively. Besides this the Statutory Auditors are alsorequired to give an opinion on the adequacy and effectiveness of Internal Controls overFinancial Reporting (‘ICFR').

To make the Internal Financial Controls framework robust the Companyhas worked on three lines of defence strategy which is as under: First Line of Defence:Build internal controls into operating processes - To this end we have ensured that adetailed Delegation of Authority is issued Standard Operating Procedures (SOPs) for theprocesses are created financial decision making is done through Committees IT controlsare built into the processes Segregation of Duties is done strong budgetary controlframework exists the Entity level controls including Code of Conduct OmbudspersonOffice etc. are established.

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

Third Line of Defence: Independent assurance - A Big Four firm has beenappointed as our internal auditors to perform systematic independent audit of every aspectof the business to provide independent assurance on the effectiveness of the internalcontrols and highlight the gaps for continuous improvement.

We have implemented a programme under which more than 1500 internalcontrols have been established and certified on a quarterly basis by the relevant processowners before the financial results are closed for the quarter. A quarterly certificationprocess is maintained through a work flow based IT tool called ‘ControlsManager' and this certification is the basis of the CEO-CFO certification of internalcontrols as per Regulation 17(8) of the Listing Regulations.

We have implemented a web-based automated compliance management andreporting system. The objective of the system is to ensure that the compliances areregularly monitored and controlled with a view to support the Company's businessobjectives and corporate policy requirements. The system includes a comprehensivecheck-list for ensuring compliance with the laws and regulations applicable to all plantsand offices of the Company. To ensure timely and effective compliances the compliancestatus is monitored on a real-time basis by the respective functions. The status ispresented by the Legal Team and reviewed on a quarterly basis by the Senior Management andthe Board of Directors. Pursuant to the Listing Regulations the Company Secretary andCompliance Officer places a compliance report to the Board of Directors on a quarterlybasis.

The Company regularly updates the controls library and Risk and ControlMatrix. The updated control framework was tested for operational effectiveness by thestatutory auditors and they have given an afirmative opinion about the adequacy andeffectiveness of Internal Controls for Financial Reporting in the Company.

The Company has three business segments namely (a) Pharmaceuticals (b)Contract Research & Development Services and (c) Proprietary Novel Drugs. TheseSegments have a complete management set up with CEO CFO and other functional heads whoare responsible for running the operations and report to the Chairman/ Co-Chairman andManaging Director (‘CCMD') and the Corporate Committee. To improve the controlsin operations we have established for each line of business the concept of financialdecision making through operational committees. The entire purchase credit control andcapital expenditure decisions are taken jointly in committees. A detailed note on InternalControl Systems and Risk Management is given under ‘Management Discussion andAnalysis Report'.

HUMAN RESOURCES

We continued to focus on the safety & well-being_of our employeesand their families guided by our core philosophy of Caring Sharing Growing and in linewith our ‘Employee First' approach. During the COVID-19 pandemic we ensuredthat all safety and precautionary measures were put in place at all our workplaces. Wesupported employees and their families with the necessary resources and assistance andbuilt mechanisms for a personal and daily connect with those effected. To maintainbusiness continuity we established workplace rules which also prevented exposure of theemployees to COVID-19. Work from home was encouraged.Employeementalandemotionalwell-beingbecamethecentrepoint of our initiatives. We conductedmultiple sessions/ communications to build awareness about the importance of mental healthand well-being amongst employees. We launched #JubilantCares - an Employee Well-Being andAssistance Program (EWAP) positively impacting_ over 1000 employees in association with aleading partner in this space. Through this initiative employees were able to seekconfidential counselling service for themselves and family members; access resources andhave ready tools to manage stress and build mindfulness. With our commitment to growtalent from within we launched ‘Online Development Centre' for our highpotential candidates and successors for critical roles. This was followed by robustdevelopment planning and actionable. We continued to focus on our talent strategy andfurther strengthened our succession pipeline identification via psychometric and 360?assessments in association with one of the top names in this space. Learning for employeesis supported by quarterly program calendars Virtual Instructor Led Training (VILT) andeLearning. Jubilant has always believed in contributing towards and promoting the‘Inclusion & Diversity' agenda. With this belief and commitment we launchedimpactful initiatives including leadership inclusion immersion journeys formation ofcross-function teams to drive gender diversity and inclusion and creation of an eco-systemwhere everyone has a voice everyone is heard everyone can bring their whole-selves towork and everyone is encouraged to succeed. Further our focus on hiring diverse talenthas helped us set specific goals that reflect our_ leadership team's expectations.Tracking diversity hiring via digital dashboard helps us to be on track and measureprogress towards this endeavour. The Company has constituted Internal Complaints Committeein compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

As part of our digital transformation agenda we continued to amplifyour employee experience and digitised our R&R program ‘Applause'. Thisreceived an overwhelming employee response. Continuing with the legacy of‘Chairmen's Annual Awards'- the highest and the most prestigious awards atJubilant we enhanced the digital engagement experience last year. The virtual event wasstreamed globally simultaneously leading to the highest-ever viewership & engagementrate.

As an employer it is important to take the opportunity to focus on hownew hires are welcomed. From the time an offer is extended until the day the employeecomes on board and becomes productive the on-boarding experience can be used to create afoundation for long-term success. With this intent we launched a digitised_‘NewHire_ Pre-On Boarding' platform which provides an overview of Jubilant's diversebusinesses and culture and helps the new joinee engage with us_before they are on-boarded.The COVID-19 pandemic brought seemingly instant and significant_ changes to the hiringprocesses around the globe. As an_ organisation we responded and brought about immediatechanges to hiring including one of the most noteworthy hiring activities campusrecruiting. In_2021 campus hiring went completely virtual where we strengthened ourassociation with more than 20 management and engineering academic partners. Analytics iscritical to us we continue to enhance our systems and processes to measure ourprocesses'_ health across the globe so that we can make faster and better decisions.Further our global analytics help in maintaining data integrity ensuring better processgovernance and control enhancing processes and delivering higher productivity.

We continue to strengthen our performance management process to drive aculture of performance.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism and the same has been disclosedin the Corporate Governance Report. Further the Whistle Blower Policy provides foradequate safeguards against victimisation of Director(s) or Employee(s) and also providesfor direct access to the chairperson of the audit committee in appropriate or exceptionalcases. Details of Vigil Mechanism is provided in the Corporate Governance Report and formspart of the Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an integral part ofsustainability framework of Jubilant. CSR activities at Jubilant are established inaccordance with the provisions of Section 135 read with Schedule VII to the Act. JubilantBhatia Foundation (‘JBF') established in the year 2007 a not-for-profit arm ofthe Jubilant Bhartia Group is responsible for conceptualisation and implementation of CSRactivities of all group companies of Jubilant. The CSR programs of Jubilant arestrategised in line with the United Nations Sustainable Development Goals (SDGs) alsoknown as Global Goals.

Jubilant has been publishing its Corporate Sustainability Report everyyear from 2003. The report is externally verified and is in accordance with the GlobalReporting Initiative (‘GRI') guidelines. From 2007 the Company was receivingapplication level A+ by GRI for our Corporate Sustainability Report. From the FinancialYear 2017-18 our Sustainability Report is aligned with the Global ReportingInitiatives' GRI Standards in accordance with the ‘Comprehensive' option.All our reports are available on the Company's website at the weblink:www.jubilantpharmova.com/ sustainability/sustainability-report.

With a thrust on CSR the Company is continuously working towardsEconomic Environmental and Social performance. The CSR projects are designed in a way toempower the communities around the area of operations of Jubilant and add value to theirlife. The projects work on 4P model (Public-Private-People-Partnership). JBF'sdetailed activities are available on its website www.jubilantbhartiafoundation.com.

Jubilant's CSR programs are weaved in with a vision to bringprogressive social change through strategic multi-stakeholder partnership and bring abouta ‘social change' involving "knowledge generation & sharingexperiential learning and entrepreneurial ecosystem" through JBF. During theFinancial Year 2022 Jubilant continued working in the arena of Health Education &Livelihood to improve the quality of life of the community around the manufacturinglocations which is considered as apex stakeholder. The brief information is given below:

Supporting Rural Government Primary Education-Jubilant BhartiaFoundation is reaching out to over 100000 students in primary schools through E-Muskaan(School Digitisation) Khushiyon Ki Pathshala (Value Education) and Muskaan Fellowship(Youth Leadership Programme).

Providing affordable basic and preventive health care- Reachingout to over 6.5 Lac population in more than 100 villages through Jubilant Aarogya(Providing affordable healthcare through mobile and static clinics enabled with JUBICARE-Tele-clinic platform and Swasthya Prahari (Preventive Health Care) along with need basedhealth awareness camps.

Working towards providing Sustainable livelihood to the communitythrough Nayee Disha (Skill Development) Samridhhi (SHG and Micro Enterprise Promotion)Jubifarm (Sustainable Agriculture program having sub programs like Pashu Sakhi andParyavaran Sakhi).

Annual Report on CSR activities for the Financial Year 2022 includingcontents of the CSR Policy is attached as Annexure-4. In compliance with theListing Regulations Business Responsibility Report forms part of the Annual Report.

OTHER DISCLOSURES i. Extracts of Annual Return: Pursuant to theprovisions of Section 134(3)(a) of the Act the Annual Return for the FinancialYear 2021-22 has been uploaded on the Company's website and can be accessed athttps://www.jubilantpharmova. com/investors/financials/annual-return. ii. Public Deposits:The Company has not accepted any deposits from the public during the year. The Company hadno outstanding overdue unpaid or unclaimed deposits at the beginning and end of theFinancial Year 2022. iii. Loans Guarantees and Investments: Details of loans guarantees/securities and investments along with the purpose for which the loan guarantee orsecurity is proposed to be utilised by the recipient have been disclosed in Note nos. 5 6and 41 to the Standalone Financial Statements as applicable. iv Particulars of Contractsor Arrangements with the Related Parties: The Company has formulated a policy on RelatedParty Transactions (‘RPTs') dealing with the review and approval of RPTs. Thepolicy was revised during the year pursuant to the amendment of the provisions pertainingto the Related Party Transactions contained in the Listing Regulations. Prior omnibusapproval is obtained for RPTs which are of repetitive nature. All RPTs are placed beforethe Audit Committee for review and approval. All RPTs entered into during the FinancialYear 2022 were in the ordinary course of business and on arm's length basis. Nomaterial RPTs were entered into during the Financial Year 2022 by the Company as definedin the Policy on Materiality of Related Party Transactions and Dealing with Related PartyTransactions. Accordingly the disclosure of RPTs as required under Section 134(3) (h) ofthe Act in Form AOC-2 is not applicable. Your Directors draw attention of the members toNote no. 37 to the Standalone Financial Statements which sets out the Related Partydisclosures. v. Material Changes in Financial Position: No material change or commitmenthas occurred after close of the Financial Year 2022 till the date of this Reportwhich affects the financial position of the Company. vi. Orders passed by Courts/Regulators: No significant or material order has been passed by the regulators or courtsor tribunals impacting the going concern status of the Company or its future operations.vii. Secretarial Standards: The Company has complied with the Secretarial Standards issuedby the Institute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

CORPORATE GOVERNANCE

As a responsible corporate citizen the Company is committed tomaintain the highest standards of Corporate Governance and believes in adhering the bestcorporate practices prevalent globally.

A detailed Report on Corporate Governance is attached as Annexure-5 andforms part of this Report. A certificate from a Practising Company Secretary confirmingcompliance with the conditions of Corporate Governance as stipulated in Clause E ofSchedule V to the Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have afirmedcompliance with the Code of Conduct for Directors and Senior Management for the year endedMarch 31 2022. A certificate from the Co-Chairman & Managing Director confirmingthe same is attached to the Corporate Governance Report.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation andassistance received from the Central and State Government authorities. Your Directorsthank the shareholders debentureholders financial institutions banks/ other lendersdebenture trustee customers vendors and other business associates for their confidencein the Company and its management and look forward to their continued support. The Boardwishes to place on record its appreciation for the dedication and commitment of theCompany's employees at all levels which has continued to be our major strength. Welook forward to their continued support in the future.

For and on behalf of the Board
Shyam S. Bhartia Hari S. Bhartia
Chairman

Co-Chairman & Managing Director

(DIN: 00010484) (DIN: 00010499)
Place: Noida
Date: May 27 2022

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