Divi's Laboratories Ltd. — AGM Information 2023

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Date: August 28, 2023

To To The Secretary The Secretary National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (East) Dalal Street MUMBAI – 400 051 MUMBAI – 400 001

Stock Code: DIVISLAB

Stock Code: 532488

Dear Sir/ Madam,

Sub: Proceedings of 33[rd] Annual General Meeting (AGM), Voting Results and Report of Scrutinizer

This is to inform that the 33[rd] Annual General Meeting (AGM) of the Company was held on August 28, 2023 at 10.00 a.m. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) and the business mentioned in the Notice convening the AGM dated May 20, 2023 was duly transacted.

In this regard, we hereby submit the following:

1. Summary of proceedings of the 33[rd] Annual General Meeting along with copy of the Chairman’s speech and Managing Director’s speech delivered at the AGM as Annexure – I ;

2. Voting Results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as Annexure – II ;

3. The Report of Scrutinizer on remote e-voting and voting at AGM (by electronic means) as Annexure – III .

Please note that all the resolutions set out in the Notice of 33[rd] AGM were passed with requisite majority.

This is for your information and records.

Yours faithfully,

For Divi’s Laboratories Limited

SATISH Digitally signed by SATISH CHOUDHURY CHOUDHURY MEKA MEKA Date: 2023.08.28 16:44:20 +05'30' M. Satish Choudhury Company Secretary & Compliance Officer

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ANNEXURE – I Summary of proceedings of the 33[rd] Annual General Meeting of Divi’s Laboratories Limited held on August 28, 2023, at 10.00 a.m. (IST) through Video Conferencing /Other Audio-Visual Means

Directors present through Video Conferencing (VC) / Other Audio-Visual Means (OAVM):

In attendance of the following persons present through VC / OAVM, participated from Hyderabad, India:

Members Present:

The meeting was attended by 120 members through VC or OAVM.

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Dr. Ramesh B.V. Nimmagadda, Chairman of the Company, chaired the meeting and conducted the proceedings of the meeting. The requisite quorum being present, the Chairman called the meeting to order.

Mr. M. Satish Choudhury, Company Secretary informed the members about general instructions regarding participation and voting at this meeting. He informed that the Annual General Meeting (AGM) was held through VC or OAVM in accordance with the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. Accordingly, the Company has provided the facility for the members for joining the meeting through VC or OAVM. It was informed that the Company has also provided webcast facility to view the live proceedings of the AGM.

The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements in which Directors are interested, were made available electronically for inspection by the members during the AGM.

Members were informed that the Company had provided the facility to cast the votes electronically, on all resolutions set forth in the Notice of AGM; and Members who have not cast their votes electronically and were participating in the meeting can cast their votes during the meeting through the e-voting system (Insta Poll) provided by Kfin Technologies Limited (Kfin).

The Chairman outlined the pharma industry outlook and the Managing Director briefed the meeting on the Company’s operations during the year 2022-23 and during the first quarter of the year 2023-24 and outlook; beside updating about dividend and CSR initiatives by the Company. A copy of the Chairman’s speech and Managing Director’s speech are enclosed herewith.

The Company Secretary provided summary of the Statutory Auditor’s Report and Secretarial Auditor’s Report and informed that there were no qualifications, observations or adverse comments on financial statements and matters, which have any material bearing on the functioning of the Company.

The Annual Report for the year ended March 31, 2023, along with Notice of this meeting, Board's Report, Auditor’s Reports, and the Audited Financial Statements of the Company as circulated to the members, were taken as read.

The remote e-Voting period commenced at 9 a.m. (IST) on Thursday, August 24, 2023, and the facility was available to the shareholders till 5 p.m. (IST) on Sunday, August 27, 2023. It was also informed that there would be no voting by show of hands at the meeting.

It was also informed that the Board of Directors has appointed Mr. V. Bhaskara Rao, Practicing Company Secretary, as the Scrutinizer for scrutiny of the votes cast through the remote e-voting platform and e-voting during the AGM.

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The following items of business as set out in the Notice convening the 33[rd] Annual General Meeting were commended for Members’ consideration and approval:

The Chairman formally announced e-voting during the Meeting for all those shareholders who have not cast their votes earlier, through Insta Poll provided by Kfin, in respect of all the resolutions as set out in the Notice convening this AGM.

The Chairman opened the Question and Answers session. The Members registered as speakers asked their queries and expressed their views. The Managing Director summarised his response to the queries of the Members.

The Chairman authorized the Company Secretary to declare the results of the voting and place the results on the website of the Company and on website of Kfin at the earliest, besides submitting the same to the Stock Exchanges i.e., NSE and BSE. He informed that the resolutions, as set forth in the Notice, shall be deemed to be passed today subject to receipt of requisite number of votes.

The Chairman announced that all the business set out in the Notice of the AGM had been concluded and a time period of 15 minutes would be available for voting at the meeting on the Kfin’s Insta-poll after which the meeting will stand closed. He thanked the Members for attending the meeting.

The Annual General Meeting was concluded at 11.16 a.m. (IST) on August 28, 2023.

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The Scrutinizers’ Report was received on August 28, 2023, and accordingly, all the resolutions set out in the Notice of the 33[rd] Annual General Meeting of the Company dated May 20, 2023, were declared as passed with requisite majority.

For Divi’s Laboratories Limited

SATISH Digitally signed by SATISH CHOUDHURY CHOUDHURY MEKA MEKA Date: 2023.08.28 16:45:05 +05'30' M. Satish Choudhury Company Secretary & Compliance Officer

(Enclosures: Chairman’s Speech and Managing Director’s Speech)

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DIVI'S LABORATORIES LIMITED

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CIN: L24110TG1990PLC011854

Registered Office: Divi Towers, 1-72/23(P)/DIVIS/303, Cyber Hills, Gachibowli, Hyderabad - 500 032, INDIA Tel: +91-40-6696 6300, Fax: +91-40-6696 6460 E-mail: [email protected], Website: www.divislabs.com

33rd Annual General Mee�ng held on 28th August, 2023

CHAIRMAN'S SPEECH

Dear Shareholders and esteemed members of the Board,

Good morning to each one of you and a very warm welcome to the 33rd Annual General Mee�ng of Divi's Laboratories Limited. We trust that you and your loved ones are in good health.

The Annual Report for the year ended on March 31st, 2023, along with the no�ce of the mee�ng, the Board's Report, and the audited financial statements of the company have been duly circulated to you. With your permission, I consider them as read. As we virtually gather today, we deeply appreciate your generous support, and on behalf of the Board of Directors, I thank you for your valuable �me and par�cipa�on amidst your demanding schedules.

Over the past two years, the global pharmaceu�cal landscape has undergone enormous changes, a�er naviga�ng the challenges posed by the pandemic. This shi� is driven by rapid technological advancements, the need for more affordable medicines, and economic pressures compounded by uncertain global geopoli�cal condi�ons.

According to the January 2023 IMF report, the global medicine market is projected to reach USD1.9tn by 2027, with an es�mated CAGR of 3-6%. The rising prevalence of chronic diseases is projected to fuel growth in the small molecule drug discovery sector, par�cularly within areas like oncology and neurology. According to IQVIA, the impending loss of exclusivity (LOE) is also expected to impact the industry significantly. While advanced economies might experience a moderate decelera�on due to exis�ng higher per capita usage, developing markets like Asia-Pacific, La�n America, India, and Africa-Middle East are poised for substan�al growth in medicine consump�on.

The Indian pharmaceu�cal industry is on a reassuring path, sustained by technological progress, and an expanded global presence driven by increased produc�on volumes. Looking ahead, the India Brand Equity Founda�on (IBEF) envisions significant growth, es�ma�ng a CAGR of 15% that could drive the domes�c market to USD 130 bn by 2030.

The Indian ac�ve ingredients industry has undergone a remarkable transforma�on, transcending from being a producer of simple molecules to a currently preferred hub for high-value and complex APIs. According to a recent EY-FICCI report, Government ini�a�ves are expected to be valuable in driving growth. Addi�onally, several capital expenditure ini�a�ves are planned across the industry, with an emphasis on enhancing backward integra�on to APIs/KSMs and expanding produc�on capaci�es. Furthermore, the Indian pharma industry is resolutely commi�ed to mee�ng sustainability objec�ves, inves�ng in both development capabili�es and infrastructure to boost rapid drug discovery, solidifying its role as a reliable global drug supplier.

Your company successfully executed its capex ini�a�ves and, in fact, has been able to implement fast-track projects efficiently and venture into expanding the contrast media API por�olio. In the face of market vola�lity, your company maintained efficient and sustainable opera�ons, reinforcing the domes�c supplier network and mi�ga�ng sourcing risk. I commend Divi's Management for their con�nued dedica�on in steering the company's success.

Thank you.

I would now request Dr. Murali Divi, our Managing Director to address the shareholders.

Dr. Ramesh Nimmagadda Chairman

DIVI'S LABORATORIES LIMITED

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CIN: L24110TG1990PLC011854

Registered Office: Divi Towers, 1-72/23(P)/DIVIS/303, Cyber Hills, Gachibowli, Hyderabad - 500 032, INDIA Tel: +91-40-6696 6300, Fax: +91-40-6696 6460 E-mail: [email protected], Website: www.divislabs.com

33rd Annual General Mee�ng held on 28th August, 2023

MANAGING DIRECTOR'S SPEECH

Ladies and Gentlemen,

Good morning to each of you and a hearty welcome to the 33rd Annual General Mee�ng of Divi's Laboratories.

I'm pleased to bring to your no�ce that the financial year 2022-23 has been an important year for your company in terms of clearances and ongoing seamless construc�on of the Unit-3 manufacturing plant and marked our ability to adapt and evolve amidst the ever-changing market vola�lity. Our business model, for�fied by our expanded capaci�es, product diversifica�on strategy, process efficiency, and project execu�on, has helped us seize various new opportuni�es, as we ensure shared value crea�on for our stakeholders.

During the first half of FY22-23, the world encountered increased geopoli�cal tensions, which brought various challenges in the form of trade rela�ons, infla�on, and vola�lity in costs. Despite such global environment, the Indian Pharma industry displayed strength and adaptability, re-emerging as a reliable global pharma manufacturer.

With a strategy that embraces responsible growth, we navigated through the uncertain pharmaceu�cal and economic landscape of this year, while swi�ly responding to emerging opportuni�es. Con�nuing our transforma�ve growth to address evolving demands, requirements, and business necessi�es, Divi's is enhancing its steadfast posi�on as a reliable API supplier to global pharmaceu�cal companies, a reputa�on solidified by the commitment and determined efforts of the en�re Divi's family.

Looking ahead, our commitment to responsible growth through sustainability in chemistry and shared value crea�on for our stakeholders by ac�vely pursuing our six growth engines remains steadfast. By leveraging our three decades of exper�se in chemistry, execu�on excellence, and extensive capaci�es, we are focused on strengthening our industry leadership while contribu�ng to the be�erment of society. We strive to create longterm value by adop�ng robust growth strategies and implemen�ng green chemistry principles that emphasize yield efficiency, recovery op�misa�on, and the preserva�on of valuable resources.

We will con�nue our journey of leadership through sustainable chemistry and be the most reliable supplier of high-quality APIs while genera�ng value for all.

OPERATIONS FOR THE YEAR

Your company has been able to conduct its opera�ons with agility, duly handling the challenges of an evolving industry landscape and post-pandemic demographic shi�s, while simultaneously responding quickly to the emerging opportuni�es.

During the year, the Unit-3 greenfield project construc�on advanced seamlessly, and fast-track projects were executed with efficiency and on �me. With a dynamic business model supported by our mul�-purpose manufacturing facili�es, we have been able to cater to customer demands and ensured swi� deliveries.

Some of the highlights of the opera�ons for the year are:

• Our consolidated total income for the year was ₹8112 crores.

• Profit before Tax (PBT) for the year summed up to ₹2369 crores.

• Tax Provision for the current year amounted to ₹546 crores.

• Profit a�er Tax (PAT) for the year was ₹1823 crores.

• Earnings Per Share of ₹2/- each works out to ₹68.69 for the year.

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• Out of the total revenue, North America accounted for 29% and Europe for 41%.

DIVIDEND

Your Board is pleased to recommend a dividend of ₹30 per equity share, i.e., 1,500% for the financial year ended March 31, 2023. The total dividend pay-out for the current year amounts to ₹796 crores.

OPERATIONS FOR THE QUARTER ENDING 30TH JUNE 2023

During the quarter, we con�nued to fulfill all commitments to our customers despite ini�al raw material vola�lity and pricing pressures across various regions. Procurement is ac�vely being monitored to maintain a certain amount of inventory based on product cri�cality. We have experienced so�ening of raw materials prices compared to last financial year.

Shipping costs and �melines have gradually decreased, with both sea and air freight prices stabilising. Trade disrup�ons have also minimised along with container cost reduc�ons. During the first quarter of the year 202324, your company earned a consolidated total income of ₹1859 crores, a Profit before tax of ₹492 crores, and a profit a�er tax of ₹356 crores.

CSR INITIATIVES

Over the years, Divi's has consistently upheld responsible opera�ons and ac�vely engaged in communitybuilding ini�a�ves that have posi�vely contributed to the social and economic well-being of the weaker sec�ons of the society. We con�nue to undertake various ini�a�ves aimed at improving lives of the underprivileged, including empowerment of children, women, and differently abled, providing safe drinking water, execu�ng planta�on drives, and developing communi�es by providing access to healthcare, promo�ng animal welfare, and suppor�ng holis�c rural development in villages.

The CSR Expenditure during the year amounted to about ₹54 crores, benefi�ng over 8,60,000 people. I would like to highlight some of the notable CSR programs that were undertaken:

• Our healthcare ini�a�ves covered 55 villages and benefited ~1,74,000 individuals.

• Student scholarships, playground development at SVLNS Govt Degree College Bheemili, and the transforma�ve development of KG to PG Siricilla School and Gurukula Patasala at Choutuppal have collec�vely impacted over 84,000 students across more than 300 schools.

• Installa�on of RO water plants in 91 loca�ons, aiding ~2,31,000 people in nearby villages, and ~1,57,000 individuals in 8 temples every day via Projects Sujalam and Jalaprasadam.

• ~60,000 saplings were planted increasing green cover across 10 villages in FY23.

• Animal welfare ini�a�ves reached 95,000+ beneficiaries in 44 villages.

• Infrastructure upgrada�on of a visually impaired school for girls in Visakhapatnam while ensuring an adequate number of teaching and non-teaching staff for ~300 students in FY23.

• Livelihood genera�on programs benefi�ed ~1,000 women across 33 villages.

• Our Rural Development efforts reached 44 villages, collec�vely benefi�ng ~1,03,000 individuals in Fy23.

CONCLUSION

Ladies and Gentlemen, on behalf of the Board, I extend my deepest gra�tude to all our stakeholders - esteemed customers, vendors, business associates, banks, regulatory agencies, Government Departments, and our shareholders, for their con�nued support and good wishes. Your trust and encouragement have been instrumental to our success over the past three decades. Your confidence in Divi's drives us to con�nue our journey as a resilient business, and a reliable partner for the global pharmaceu�cal industry.

Thank you

Dr. Murali K. Divi

Managing Director

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y signed by l Digita SATISH CHOUDHURY MEKA Date: 2023.08.28 16:45:32 +05'30'
SATISH CHOUDHURY MEKA
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Digitally signed by BHASKARA RAO VEMURI Date: 2023.08.28 16:17:59 +05'30'

BHASKARA RAO VEMURI

BHASKARA Digitally signed by BHASKARA RAO RAO VEMURI Date: 2023.08.28 VEMURI 16:18:16 +05'30'

Digitally signed SWARNA by SWARNA HARI HARI KISHORE KISHORE BABU BABU Date: 2023.08.28 16:18:49 +05'30'

BHASKARA Digitally signed by BHASKARA RAO VEMURI RAO VEMURI Date: 2023.08.28 16:18:32 +05'30'

KATTAMANC Digitally signed by KATTAMANCHI HI NAGARJUNA Date: 2023.08.28 NAGARJUNA 16:21:55 +05'30'

Digitally signed by BHASKARA BHASKARA RAO VEMURI RAO VEMURI Date: 2023.08.28 16:19:09 +05'30'

BHASKARA Digitally signed by BHASKARA RAO RAO VEMURI Date: 2023.08.28 VEMURI 16:19:22 +05'30'

BHASKAR Digitally signed by BHASKARA A RAO RAO VEMURI Date: 2023.08.28 VEMURI 16:19:35 +05'30'

BHASKARA Digitally signed by BHASKARA RAO RAO VEMURI Date: 2023.08.28 VEMURI 16:19:47 +05'30'

Digitally signed by SWARNA HARI SWARNA HARI KISHORE BABU KISHORE BABU Date: 2023.08.28 16:20:16 +05'30'

BHASKARA Digitally signed by BHASKARA RAO RAO VEMURI Date: 2023.08.28 VEMURI 16:19:59 +05'30'

Digitally signed by KATTAMANCH KATTAMANCHI NAGARJUNA I NAGARJUNA Date: 2023.08.28 16:21:26 +05'30'