Proxy Advisory Report

Lupin Ltd.

ABOUT SES COMPANY INFORMATION

Stakeholders Empowerment Services (SES) is a BSE CODE: 500257

Corporate Governance research and advisory firm. SES
NSE SYMBOL: LUPIN
assists investors to analyze governance practices
including matters relating to sustainability, prevalent at ISIN: INE326A01037
listed entities and empower Investors to undertake Industry: Pharmaceuticals
meaningful engagement with Investee entities. Email: investorservices@[Link]
SES SERVICES Phone: +91 22 6640 2323
E-BRSR Tool: Online web-based platform to create Registered Office: Kalpataru Inspire, 3rd Floor, Off Western Express
BRSR Report by the Company and generate XBRL in Highway, Santacruz (East), Mumbai - 400 055.
seamless, cost and time effective manner
Already Subscribed by HDFC, Hero, M&M, L&T, UPL, MEETING DETAILS
Wipro, Reliance group and many others. Read More
Meeting Type: PB
Contact for Demo –
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esgdata@[Link] Voting Deadline: 20 March, 2025
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SES AIMS: Notice Date: 11 February, 2025
Designed primarily for Institutional investors to carry Notice: Click here
out their stewardship activities in an efficient manner.
Annual Report: FY 2023-24
Read More
SES PA Report (Last AGM): Report
Proxy Advisory:
Advises investors on the matters that require E-VOTING DETAILS
shareholder approval at listed entities and identify
e-Voting Platform: NSDL
Governance issues. Read More
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Cut-off Date: 12 February, 2025
ESG Scores:
Analyze sustainability initiatives of Companies based on Remote E-voting:
•
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various environmental, social and governance factors. Start: 19 February, 2025
Read More •
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Ends: 20 March, 2025
Corporate Governance Score (CGS):
CGS model measures the Company's compliance and REPORT RELEASE DATE: 7th March, 2025
also evaluates the governance practices with respect to Research Analyst: Prajesh Sachdeva
global benchmarks. Read More
Conflict Disclosure: SES - No Conflict | Analyst - No Conflict
E-Ballot: Interaction with the Company - No Interaction
One stop solution for investors – Online Vote
Management System to cater to requirements of
Institutional Investors. Read More

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

AGENDA ITEMS AND RECOMMENDATIONS

#
S. No Resolution Type SES Observation Rec. Rationale
To re-appoint Ms. Vinita Gupta as a Whole- Time
No concerns
1 Director designated as the Chief Executive Officer of O LC FOR
identified.
the Company, and including remuneration.
To re-appoint Mr. Ramesh Swaminathan as a Whole-
Time Director designated as the Executive Director, No concerns
2 O LC FOR
Global Chief Financial Officer and Head of API Plus identified.
SBU of the Company and including remuneration.
To approve Lupin Employees Stock Option Scheme
Potential excessive
2025 (ESOP Scheme 2025) and granting of stock
3 S LC | GC AGAINST benefits to single
options to the employees of the Company under
employee
ESOP Scheme 2025.
To extend the benefits of and to approve granting of
stock options to the employees of subsidiaries of the Interlinked with
4 S LC | GC AGAINST
Company under Lupin Employees Stock Option resolution #3.
Scheme 2025.
O - Ordinary Resolution; S - Special Resolution, Rec. - Recommendation
# LC - Legally Compliant, NC -Legally Non-Compliant, FC - Fairness Concern, TC - Disclosures & Transparency Concern, GC - Governance Concern

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

RESOLUTION ANALYSIS
RESOLUTION 1 & 2: REAPPOINTMENT OF EXECUTIVE DIRECTORS
#1. To re-appoint Ms. Vinita Gupta as a Whole-Time Director designated as the Chief Executive Officer of
O FOR
the Company

#2. To re-appoint Mr. Ramesh Swaminathan as a Whole-Time Director designated as the Executive
O FOR
Director, Global Chief Financial Officer & Head of API Plus SBU of the Company.

SES RATIONALE

#1. Appointment compliant with law. No governance concerns identified.

#2. Appointment compliant with law. No governance concerns identified.

SES ANALYSIS

DIRECTOR'S PROFILE

Ms. Vinita Gupta

Age: 56 years
Full time positions: Lupin Ltd. and Employee at Lupin Management, Inc., USA (CEO – WTD)
Education: [Link], MBA
Functional Area: Industry Expertise
Past Experience (as stated by the company): Ms. Vinita Gupta joined Lupin in 1992 and has been instrumental in shaping and
executing the Company’s growth strategy that resulted in Lupin becoming a global pharmaceutical powerhouse. Ms. Gupta has led
the Company’s global expansion through a combination of organic growth and strategic acquisitions. She also serves on the Global
Advisory Board at Northwestern University’s Kellogg School of Management.
Committee positions in the Company: CSRC(M), RMC(C)
Retirement by rotation: Retiring
Director Category (As per SES): Promoter
Date of original Appointment: 17th August, 2001
Total Association (Including Group): 33
Inter-se relationships with other Directors/KMPs: Mrs. Manju D. Gupta and Mr. Nilesh D. Gupta are related to Ms. Vinita Gupta.
No. of shares held in the company: 327424
Proposed approval: Re-appointment as Ms. Vinita Gupta as a Whole-Time Director designated as the Chief Executive Officer of the
Company.

Mr. Ramesh Swaminathan

Age: 59 years
Full time positions: Lupin Ltd. (CFO – WTD)
Education: CA,CS,MBA, CMA
Functional Area: Finance & Management
Past Experience (as stated by the company): Mr. Ramesh Swaminathan brings to the Company rich experience of over three
decades. In addition to having worked with the Company for over 18 years (including his current stint since March 2020), he has
also worked with reputed organizations in diverse sectors. Mr. Swaminathan has worked with VST Industries Ltd., SPIC Group,
Standard Chartered Bank, Henkel and L&T. As CFO, he has won several accolades with coveted awards being conferred on him.
Committee positions in the Company: RMC(M)
Retirement by rotation: Retiring

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

Director Category (As per SES): Non-Promoter

Date of original Appointment: 26th March, 2020
Total Association (Including Group): 18
Inter-se relationships with other Directors/KMPs: None
No. of shares held in the company: 37,232
Proposed approval: Re-appointment as a Whole-Time Director designated as the Executive Director, Global Chief Financial Officer &
Head of API Plus SBU of the Company.
PAST REMUNERATION OF THE DIRECTOR

In ₹ Crore FY 21/22 FY 22/23 FY 23/24

Executive Director Fixed Pay Total Pay Fixed Pay Total Pay Fixed Pay Total Pay
Vinita Gupta 14.49 14.49 7.83 10.92 14.12 23.56
Ramesh Swaminathan 5.75 8.07 5.74 7.74 6.25 8.17
DIRECTORS' TIME COMMITMENTS

Full time role/ Directorships Total Committee

Name
executive position Total In public entities In listed entities As ID in listed entities Member Chairman
#
Statutory Limit 2 20 10 7 7 /3* 10 5
#
SES Limit 1** 20 10 5 5 /3* 6 3
Vinita Gupta 2* 5 2 1 0 0 0
Ramesh Swaminathan 1# 5 5 1 0 0 0

*Ms. Vinita Gupta also holds position in foreign companies including Lupin group companies details for which has been provided on company’s website.
(Read more).

She holds two full time positions. However, since both full-time positions is in holding-subsidiary companies, no concern is being raised in this regard.

#Mr. Ramesh Swaminathan also holds position in foreign companies details for which has been provided on company’s website. (Read more)

Note: Committee memberships include Committee chairmanships (includes only Audit Committee and Stakeholders Relationship Committee), Total
Directorships include Directorships in Public as well Private Companies | **2 full-time positions, in case of subsidiary and related business

# If Director is Non-Executive Director across all listed entities. | * If Director is Executive Director in any listed entity

DIRECTORS’ PERFORMANCE

BM during 2 FYs (Prior to

Attendance Record Last 3 AGMs BM Last year RM CSRC
FY2024)
SES Benchmark At least 75% At least 50% - -
Vinita Gupta 3/3 100% (7/7) 100% (18/18) 100% (2/2) 100% (1/1)
Ramesh Swaminathan 3/3 100% (7/7) 95% (17/18) 100% (2/2) NA

* The Company has stated in its notice that both the director has attended all the board meetings during FY 2024-25 till the date of
Notice. However, the Number of meetings held is not disclosed by the company. As per data available on stock exchange there were 3
meetings held till quarter ending December 2024.

REMUNERATION PACKAGE OF Vinita Gupta

Component Proposed Remuneration Comments

Proposed Salary: 2,010,912 P.a. (USD), (Rs.17.54 Crore.)
INR ₹ 4.06 Crores P.a. (PPP)*
Basic Pay Increase in remuneration: NA
Annual increment: Such future increments as approved
by the Board and/or NRC from time to time

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

Perquisites/ All perquisites/allowances clearly defined: Yes

Cap placed on perquisites/allowances: No
Allowances Total perquisites/allowances: Not Disclosed
Performance criteria disclosed: No
Variable Pay Not exceeding 100% of the Base Salary Cap placed on variable pay: Yes
Performance evaluation based on ESG factors: No
Notice Period Not Disclosed
Severance Pay Not Disclosed
Minimum remuneration by way of base salary, retirals, Within limits prescribed: Yes
annual performance incentives and perquisites and other
Minimum
benefits as specified herein above or as further last
Remuneration Includes variable pay: Yes
revised by the Board and/or NRC from time to time, in
compliance with provisions of Schedule V of the Act.

REMUNERATION PACKAGE OF Ramesh Swaminathan

Component Proposed Remuneration Comments

Proposed Salary: ₹ 4.24 Crores. P.a. Increase in remuneration: ₹ 4.53 Crores
Annual increment: Annual Increments as per the Company’s policy in (2020) To ₹ 6.42 (As proposed
Basic Pay
in line with the Company’s Annual increment cycle, as may be including allowances) there is 41 %
approved by the Board and/or NRC from time to time Increase in Remuneration.
All perquisites/allowances clearly defined:
Perquisites/ Cap placed on perquisites/allowances:
Total perquisites/allowances: ₹ 2.18 Crores. P.a. (Allowances &
Allowances No
Other benefits)
1. Not exceeding 75% of the fixed salary Performance criteria disclosed: No
2. Mr. Ramesh Swaminathan will be entitled to stock options of the
Cap placed on variable pay: Yes
Variable Pay Company for an aggregate fair value not exceeding 50% of the fixed
Performance evaluation based on ESG
salary (Salary, Allowances and Retirals) per annum, as may be
factors: No
determined by NRC from time to time.
Notice Period Not Disclosed
Severance Pay Not Disclosed
Above remuneration as the minimum remuneration by way of Within limits prescribed: Yes
salary, allowances, retirals, perquisites, annual performance
Minimum
incentive/bonus and other benefits as specified herein above or as
Remuneration Includes variable pay: Yes
further last revised by the Board and/or NRC from time to time, in
compliance with provisions of Schedule V of the Act.
SES VIEW ON PROPOSED REMUNERATION OF EXECUTIVE DIRECTORS

* Purchasing power parities (PPPs) are the exchange rates that aim to make the value of different currencies equal by removing the
differences in prices between countries. In Present scenario, Post considering the PPP rate, the proposed remuneration stands at
approx. ₹ 4.24 Crores per annum; adjusted from USA to India.

Discretion to revise the terms:

The Company states, “further liberty to the Board (which shall include Nomination and Remuneration Committee constituted by the
Board) to alter, vary, the said terms and conditions including remuneration from time to time, subject to the same not exceeding the
limits specified under Section 197 read with Schedule V of the Act/Listing Regulations.”

SES Comment: SES is of the view that such discretionary powers for making alterations to the provisions approved by shareholders,
although within the provisions of law, defeat the purpose behind seeking shareholders’ approval. Hence, such statements should be

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

supported with explanation regarding the nature of alterations that can be made pursuant to such discretionary powers as any material
change shouldn’t be undertaken without shareholders’ approval.

SES VIEW

#1. The Company is seeking shareholders approval for Re-appointment of Ms. Vinita Gupta as the Whole-Time Director designated as
the “Chief Executive Officer” of the Company, for a further period of five years with effect from 28th May, 2025, liable to retire by
rotation including remuneration as stated hereinabove.

No concerns have been identified w.r.t. the profile & time commitments of the director.

#2. The Company is seeking shareholders’ approval for Mr. Ramesh Swaminathan as the Whole-Time Director designated as the
“Executive Director, Global Chief Financial Officer & Head of API Plus SBU” of the Company, for a further period of five years with effect
from 26th March, 2025, liable to retire by rotation including remuneration as stated hereinabove.

No concerns have been identified w.r.t. the profile & time commitments of the director.

Further, shareholders may note that:

The table below depicts, Revenue, Net Profits & ED Remuneration for the past three financial Years:

Particulars (In ₹ Cr.) FY 2023-24 FY 2022-23 FY 2021-22

Revenue 14,666.50 11,258.83 11,771.67
Net Profit 2,326.1 425.2 -188.7
Total ED’s Remuneration 41.31 23.62 29.65
Ms. Vinita Gupta Rs.23.56 after PPP(Rs.5.46) Rs.10.92 After PPP(Rs.2.53) Rs.14.92 after PPP(Rs.3.46)
Mr. Ramesh Swaminathan 8.17 7.74 8.07

Further, the table below depicts the Peer Comparison:

EXECUTIVE REMUNERATION - PEER COMPARISON VS RELEVANT NIFTY INDEX (MEAN)

Ramesh Swaminathan [1]
Amount (in ₹ Crores) Umang Vohra (2023-24) G V Prasad (2023-24) Benchmarks
(2023-24)
Dr. Reddy's
Company Name Lupin Limited Cipla Limited Mid Cap
Laboratories Limited
Promoter Family No No Yes Promoter ED
Director's Remuneration (Rem.) 8.17 16.00 18.63 9.55
Total Board Remuneration (TBR) 24.85 40.38 43.38 25.35
Rem./TBR (%) 32.88% 39.62% 42.95% 37.68%
Net Profit 2,326.09 3,714.19 4,342.00 913.72
Rem. / Net Profits (%) 0.35% 0.43% 0.43% 1.05%
Board Rem. / Net Profits (%) 1.07% 1.09% 1% 2.77%
[1] Benchmarks are computed by SES, using FY 2022-23 average data. Please click here to know more.

In light of the above past remuneration paid to the director appears to be reasonable.

Thus, SES is not raising any concerns.

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

RESOLUTIONS 3 & 4: APPROVAL OF ESOP SCHEME

#3. To approve Lupin Employees Stock Option Scheme 2025 (‘ESOP Scheme 2025’) and granting of stock
S AGAINST
options to the employees of the Company under ESOP Scheme 2025.

#4. To extend the benefits of and to approve granting of stock options to the employees of subsidiaries
S AGAINST
of the Company under Lupin Employees Stock Option Scheme 2025.

SES RATIONALE

#3. Compliant with law. Governance Concern: Theoretical possibility of Potential excessive benefits to single employee.

#4. Compliant with law. Governance Concern: Theoretical possibility of Potential excessive benefits to single employee. Interlinked with
resolution #3.

SES ANALYSIS

ESOP DISCLOSURES

Disclosure requirement Disclosure

A maximum of 10,000,000 (Ten Million) Stock Options (‘ESOP Pool’) may be offered and granted under
the ESOP Scheme 2025 to the Eligible Employees of the Company and its subsidiary companies, which on
Total options in ESOS
exercise would entitle not more than 10,000,000 (Ten Million) fully paid-up Equity Shares of the Company
of ₹2 /- (Rupees Two only) each, constituting 2.19% of the paid-up share capital as on December 31, 2024.
The NRC will determine the Eligible Employees of the Company and its subsidiary companies who can be
granted Stock Options under the ESOP Scheme 2025 after examining and evaluating overall group
corporate/individual performance, inter alia, taking into consideration the length of service, grade,
performance, merit, key position, future potential contribution, terms of the employment contract,
conduct of the employee and such other factors as may be deemed appropriate by it.
Employee eligibility The following persons shall not be eligible to participate in ESOP Scheme 2025:
if a Promoter or a person belonging to the Promoter group; or
if a Director, who either by himself or through his Relative or through anybody corporate, directly or
indirectly, holds more than 10% of the outstanding Equity Shares of the Company or
if an Independent Director of the Company or its subsidiary companies (unless permissible under the
Act/SBEB Regulations).
Subject to the achievement of the performance conditions and continued employment of the Option
Grantee in the Company or in its subsidiary companies, the vesting of Stock Options shall take place in the
following manner:
Tranche % of vesting Completion of time period
st
1. 33.33% 1 anniversary from the date of grant
Vesting period
2. 33.33% 2nd anniversary from the date of grant
3. 33.34% 3rd anniversary from the date of grant
The minimum vesting period shall not be less than one year from the grant date & the maximum
vesting period of Stock Options shall be five years from the date of grant. The Stock Options shall lapse if
not exercised within the Exercise Period.
Vested Stock Options can be exercised in one or more tranches within the exercise period prescribed by
Exercise period
the NRC which shall not exceed eight years from the date of grant.
The exercise price of Stock Options shall be the face value of the Equity Shares of the Company, which is
Exercise price
₹2/- (Rupees Two only) each at present.
The appraisal process for determining the eligibility of employees for grant of Stock Options under the
Appraisal process
ESOP Scheme 2025 shall be decided by the NRC after examining and evaluating overall group

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

corporate/individual performance, inter alia, taking into consideration the length of service, grade,
performance, merit, key position, future potential contribution, conduct of the employee, terms of the
employment contract and such other factors as may be deemed appropriate by it. Stock Options may also
be granted to Eligible Employees at the time of their joining.
The maximum number of Stock Options that may be granted per Eligible Employee under ESOP Scheme
Max options/employee 2025, in any financial year and in aggregate, shall not exceed 0.25% of the issued capital of the Company
at the time of grant of Stock Options.
In compliance with Regulation 15 of the SBEB Regulations, the Company shall comply with the applicable
Conformity with
disclosure requirements, accounting policies and accounting standards as issued by the
accounting policies
competent/relevant authorities from time to time.
The Company shall value the Stock Options granted under the ESOP Scheme 2025 at their ‘fair value’ or
Valuation methodology
such other method in accordance with the SBEB Regulations.
Equity Shares issued under the ESOP Scheme 2025 shall not be subject to any transfer restrictions or lock-
Transferability of options
in restrictions.
2.14% due to the proposed Lupin Employees Stock Option Scheme 2025 and 0.28% dilution due to existing
Dilution
stock options as given on #page no. 216. Total dilution of 2.41%
Route of issue ESOP Scheme 2025 will be implemented and administered directly by the Company through the NRC

SCHEME ADMINISTRATION

Criteria Comments
Compensation committee independence 100%
Accelerated vesting Not Disclosed
Yes, it is to be noted that the Company has provided discretion to the Board,
to alter / modify the terms of the Scheme, however, only up to the extent as
Discretion to board to modify scheme permitted under the law / regulations. While, no major concern is being
raised in this regard at present, however, going forward SES would expect
from the Companies to provide adequate details of such alterations.

SES VIEW

#3. The Company is seeking shareholders approval to (i) to adopt and implement the ‘Lupin Employees Stock Option Scheme 2025’
(‘ESOP Scheme 2025’), the salient features of which are set out in the explanatory statement annexed hereto and (ii) to create, offer,
grant, issue and allot Employee Stock Options (‘Stock Options’) under ESOP Scheme 2025, to or for the benefit of such person(s) who
are permanent employees of the Company, whether working in India or outside India.

#4. The Company is seeking shareholders’ approval to (i) to extend the benefits of ‘Lupin Employees Stock Option Scheme 2025’ (‘ESOP
Scheme 2025’) and (ii) to create, offer, grant, issue and allot Employee Stock Options (‘Stock Options’), to or for the benefit of such
person(s) who are permanent employees of present and future subsidiary companies of the Company, whether working in India or
outside India.

Potential Maximum benefit to single employee

The Company has stated that “The maximum number of Stock Options that may be granted per Eligible Employee under ESOP Scheme
2025, in any financial year and in aggregate, shall not exceed 0.25% of the issued capital of the Company at the time of grant of Stock
Options.”

As on 26th February, 2025 0.25 % paid-up share capital is 11,40,586 (11.45% of total Esop Scheme) equity shares and market price per
equity share is ₹ 1,902.45. Assuming the same Maximum potential benefit to single employee can reach upto ~ ₹ 216.76 Crores.

Further, considering the vesting period is of 3 years as given above Maximum potential benefit to single employee can derive upto ~ ₹
72.25 each year.

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 Lupin Limited | Website
Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

While, SES understands that it may not be the intention of the board or NRC to grant such significant portion to a single individual,
however, a theoretical possibility cannot be ruled out. SES is of the opinion that the company should place an absolute cap on the
maximum options to an Individual employee.

SES is of the view that, stock option schemes without absolute cap on the maximum limit of options to be granted to a single employee,
leave room for excessive allotment and disproportionate economic benefit to a single person in an ESOP Scheme.

Further, Shareholders may note that:

SES does not identify an issue in extending the scheme to the employees of its subsidiaries as there exists control of the Company and
the contribution of the subsidiaries are consolidated in the Company’s performance.

However, as SES has identified issues in the approval of Original Scheme in Resolution #3, as there is a theoretical possibility on
extension of potential excessive benefits to an individual employee.

Therefore, in view of the above issue, SES is raising concern on resolution #3. & #4.

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Meeting Type: Postal Ballot Voting Deadline: 20th March, 2025

Disclaimer
Sources Company Information
Only publicly available data has been used while making the report. Our data sources include Notice of
Shareholders’ Meeting, BSE, NSE, SEBI, Capitaline, MCA, Moneycontrol, Businessweek, Reuters, Annual
Reports, Sustainability Reports, IPO Documents and Company Website.
Analyst Certification
The Analyst(s) involved in development of this Report certify that no part of the Research Analyst’s SEBI Reg. No. INH000000016
compensation was, is, or will be directly or indirectly related to the specific recommendations or views CIN No. -
expressed by the Research Analyst(s) in this Report. The concerned Research Analyst(s) and Director(s) U74120MH2012NPL232154
do not have any pecuniary relationship with the Reported Company, except that they may be holding This Report or any portion
miniscule shares in the Company which does not impact their independence in respect of this Report. hereof may not be reprinted,
SES may be a shareholder in the Company holding equity shares as disclosed on its website. The sold, reproduced or
objective of SES’ investment is solely to obtain Shareholders’ communications from the Company as a redistributed without the
shareholder. written consent of Stakeholders
Empowerment Services
CAUTIONARY STATEMENT
The recommendations made by SES are based on publicly available information and conform to SES's Contact Information
stated Proxy-Advisory Guidelines. SES opinion is based on SES’s interpretation of law and governance
benchmarks, which may differ from opinion/ benchmarks of other analysts or practitioners. Further, SES
Stakeholders Empowerment
analysis is recommendatory in nature and reflects how SES would have voted if it was a shareholder. Services
Therefore, SES expects that the clients will evaluate the effect of their vote on their investments 109, Shyam Baba House,
independently and diligently and will vote accordingly. Subscribers may also carry out an impact analysis Upper Govind Nagar,
of their votes and keep the same as an addendum for their records. In our opinion, Institutional investors Malad East,
are positioned significantly differently from other shareholders due to their ability to engage with the Mumbai – 400097
board and the management to bring out desired result. As a firm, it is our endeavour to improve the Tel +91 22 4022 0322
level of corporate governance while not causing any disruption in company's proceedings and therefore
we respect the independence of investors to choose alternate methods to achieve similar results. research@[Link]
Disclaimer info@[Link]
[Link].
While SES has made every effort, and has exercised due skill, care and diligence in compiling this report
based on publicly available information, it neither guarantees its accuracy, completeness or usefulness,
nor assumes any liability whatsoever for any consequence from its use. This report does not have any
approval, express or implied, from any authority, nor is it required to have such approval. The users are Warning
strongly advised to exercise due diligence while using this report.
Investment in securities
This report in no manner constitutes an offer, solicitation or advice to buy or sell securities, nor solicits
market are subject to market
votes or proxies on behalf of any party. SES, which is a not-for-profit initiative or its staff, has no financial
interest in the companies covered in this report except for what is disclosed on its website. The report risks. Read all the related
is released in India and SES has ensured that it is in accordance with Indian laws. Person resident outside documents carefully before
India shall ensure that laws in their country are not violated while using this report; SES shall not be investing.
responsible for any such violation.
All disputes shall be subject to jurisdiction of High Court of Bombay, Mumbai.
Concern terminology
NC – Compliance Concern: The Company has not met statutory compliance requirements
FC – Fairness Concern: The Company has proposed steps which may lead to undue advantage to a particular
class of shareholders and can have adverse impact on non-controlling shareholders including minority
shareholders
GC – Governance Concern: SES questions the governance practices of the Company. The Company may have
complied with the statutory requirements in letter. However, SES finds governance issues as per its standards.
TC - Disclosures & Transparency Concern: The Company has not made adequate disclosures necessary for
shareholders to make an informed decision. The Company has intentionally or unintentionally kept the
shareholders in dark.

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