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Corporate Information Director Report
Cipla Ltd Industry : Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code:500087NSE Symbol:CIPLAP/E(TTM):23.22
ISIN Demat:INE059A01026Div & Yield %:1.08EPS(TTM):63.96
Book Value (Rs ):397.3905511Market Cap (Rs Cr.):119987.4Face Value(Rs):2
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Dear Members,

The Board is pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the year ended 31st March, 2025.

Financial Summary and State of Affairs

Particulars Year ended 31st March, 2025 Year ended 31st March, 2024
Standalone Standalone Consolidated Consolidated
Gross total revenue 19,044.85 16,574.34 25,774.09 27,547.62
Profit before tax and exceptional item from continuing operations 6,174.16 4,946.97 5,896.72 6,820.81
Profit before tax from discontinuing/restructuring operations - 485.17 - -
Profit after tax attributable to shareholders from continuing operations 5,157.65 3,714.19 4,121.55 5,272.52
Profit after tax and attributable to shareholders from discontinuing/restructuring operations - 363.06 - -
Other comprehensive income not to be reclassified to statement of P&L from continuing operations (12.58) (81.85) (60.93) (56.17)
Other comprehensive income to be reclassified to statement of P&L from continuing operations 2.60 2.09 (59.65) 274.83
Other comprehensive income not to be reclassified to statement of P&L from discontinuing/restructuring Operations (0.60)
Surplus brought forward 22,950.83 19,634.22 18,057.03 21,438.78
Profit available for appropriation 28,095.52 23,637.00 22,124.95 26,694.11
Appropriations:
Dividend (1,049.83) (686.17) (686.17) (1,049.83)
Surplus carried forward 27,045.69 22,950.83 21,438.78 25,644.28

Share Capital

During the year, the Company issued and allotted 2,50,058 equity shares of /- each to its employees under the Employee Stock Option Scheme 2013-A and Cipla Employee Stock Appreciation Rights Scheme 2021. As a result, the issued, subscribed and paid-up share capital of the Company increased from ,61,47,34,124/- (divided into 80,73,67,062 equity shares of each) as on 31st March, 2024 to ,61,52,34,240 /- (divided into 80,76,17,120 equity shares of each) as on 31st March, 2025. The equity shares issued under the Employee Stock Option Scheme 2013-A and Cipla Employee Stock Appreciation Rights Scheme 2021 rank pari- passu with the existing equity shares of the Company.

Apart from the above, there were no other change in the equity share capital during the year.

Dividend

The Board recommends a final dividend of 3 /- per equity share and a special dividend of /- per equity share on the occasion of completing 90 years of the Company, taking the total dividend to 6/- per equity share for the financial year ended 31st March, 2025. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting ('AGM') and deduction of income tax at source. Upon approval at the AGM, will be paid to those members whose names will appear in the Register of Members/ Beneficial Owners as at the close of business hours on Friday, 27th June, 2025 i.e. Record Date. The total dividend pay-out will be approximately ,292.19 crores, resulting in a payout of 25.05% of the standalone profit after tax of the Company.

The Dividend Distribution Policy of the Company is available on the website of the Company in the investor section and

can be accessed by using the link https://www.cipla.com/ sites/default/files/2025-05/Dividend-Distribution-Policy.pdf.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis has been presented in a separate section on page no. 134.

Corporate Social Responsibility ("CSR")

A detailed report on the Company's CSR initiatives has been provided in the Social Capital section of the Integrated Annual Report on page no. 106. The Annual Report on CSR initiatives including summary of the Impact Assessment Report, committee composition, salient features of the CSR policy including change therein, etc. as required under Section 135 of the Companies Act, 2013 ("Act") is annexed as Annexure I to this report on page no. 152. Details of terms of reference of the Committee and meetings held during the year have been provided in the Report on Corporate Governance on page no. 210.

Integrated Annual Report

In compliance with the SEBI circular dated 6th February, 2017, the Company has voluntarily published the Integrated Annual Report, which includes both financial and nonfinancial information and is based on the International Integrated Reporting <IR> Framework. This report covers aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social capital, relationship capital and natural capital.

M/s DNV Business Assurance India Private Limited was appointed as an independent assurance partner to issue the assurance report on the non-financial information in the Integrated Annual Report for FY 2024-25.

Business Responsibility & Sustainability Report ('BRSR')

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI circular dated 10th May, 2021, the Company has presented the BRSR, for FY 2024-25 in a separate section on page no. 170.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for FY 2024-25, has been presented in a separate section on page no. 191.

A certificate from M/s BNP & Associates, Company Secretaries, confirming compliance with corporate governance requirements under the SEBI Listing Regulations, is annexed as Annexure II to this report.

Directors' Responsibility Statement

Pursuant to section 134(3)(c) of the Act, it is confirmed that the directors have:

i. in the preparation of the annual accounts for the year ended 31st March, 2025, followed the applicable accounting standards and there are no material departures from the same;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and the profit of the Company as on 31st March, 2025 ;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure III to this report.

Share-based incentive schemes

The Company has the following share-based incentive schemes in force:

• Employee Stock Option Scheme 2013-A ("ESOS 2013 - A")

• Cipla Employee Stock Appreciation Rights Scheme 2021 ("ESAR Scheme 2021")

The Nomination and Remuneration Committee ("NRC") administers the ESOS 2013 - A and the ESAR Scheme 2021 (collectively referred to as "Schemes"). The Scheme are compliant with Section 62 of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). Details of the Schemes have been provided in note no. 41 of the standalone financial statements. The disclosure containing details of options granted, number of shares allotted upon exercise of options, etc. as required under the SEBI SBEB Regulations is being uploaded on Company's website at https://www.cipla.com/investors/ annual-reports.

In compliance with the requirements of the SEBI SBEB Regulations, a certificate from the secretarial auditor, confirming that the Schemes were implemented in accordance with the SEBI SBEB Regulations and as per the shareholders resolution, is uploaded on the website of the Company at https://www.cipla.com/investors/annual- reports. The certificate will also be available for electronic inspection by the members during the AGM of the Company.

Human Resources

Information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure IV to this report. Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate exhibit forming part of this report and is available on the website of the Company at https:// www.cipla.com/investors/annual-reports.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Act have been provided in note no. 43 to the standalone financial statements.

Annual Return

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return of the Company i.e. form MGT-7 for FY 2024-25 has been uploaded on the website of the Company at https://www.cipla.com/ investors/annual-reports.

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Vigil Mechanism

The Company has a Whistle Blower Policy, which lays down the process to convey genuine concerns and seek resolution towards the same without fear of retaliation. A detailed update on the functioning of the Whistle Blower Policy, status of complaints and weblink of the Policy has been provided in the Report on Corporate Governance, on page no. 214.

Prevention of Sexual Harassment of Women at Workplace

The Company is committed to provide a safe and conducive work environment to all its employees and associates. The Company's policy on Prevention of Sexual Harassment at Workplace, is available on the website at https://www.dpla. com/sites/default/files/1558508425 PQSH-?/o20Cipla.pdf.

All employees, consultants, trainees, volunteers, third parties and/ or visitors at all business units or functions of the Company, its subsidiaries or group companies, are covered by the said policy. The organisation regularly conducts comprehensive workshops and awareness programs to prevent and address sexual harassment.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee and was fully compliant of the Committee composition requirements. The complaints pertaining to sexual harassment were periodically reviewed by the Audit Committee who ensure that the complaints are appopriately and objectively addressed.

Details of complaints received/disposed during FY 2024-25 have been provided in the Report on Corporate Governance on page no. 218.

Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with transactions with related parties has been provided in the Report on Corporate Governance on page no. 214.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 were in the ordinary course of business and on an arm's length basis.

During the year, the Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the SEBI Listing Regulations and the Company's Policy on Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. Details of the related party transactions as per IND AS24 have been provided in note no. 40 of the standalone financial statements on page no. 294 and in note no. 48 of the consolidated financial statements on page no. 405.

Subsidiaries, Associates and Joint Ventures

The Company had 39 subsidiaries and 10 associates as on 31st March, 2025. Changes during the year were as follows:

• Cipla Philippines Inc., wholly owned step-down subsidiary of the Company in Philippines vide order dated 4th July, 2024 was dissolved retrospectively w.e.f. 31st March, 2024.

• Cipla Dibcare (Pty) Limited, wholly owned step- down subsidiary of the Company in South Africa was dissolved w.e.f. 26th June, 2024.

• Cipla (EU) Limited purchased additional 6.9% stake from Xidi (the other JV partner) in Cipla (Jiangsu) Pharmaceuticals Co., Limited, increasing the stake to 100% w.e.f. 25th October, 2024 and became a wholly owned step-down subsidiary of the Company.

Details of these subsidiaries and associates are set out on page no. 325. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary and associate companies in Form AOC-1 has been presented on page no. 415. The statement also provides details of the performance and the financial position of each of the subsidiaries and associates. The consolidated financial statements presented in this annual report include financial results of the subsidiary and associate companies.

Copies of the financial statements of the subsidiary companies is available on the website of the Company in the investor section and can be accessed by using the link www.cipla.com.

Nomination, Remuneration and Board Diversity Policy

The Company has in place a Nomination and Remuneration and Board Diversity Policy ('NRC Policy') which inter-alia provides for process w.r.t. selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided under Section 178(3) of the Act.

Following are the salient features of the NRC Policy:

• to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (executive and non-executive including independent directors), Key Managerial Personnel and persons who may be appointed in senior management positions.

• to provide framework for remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel in alignment with the Company's business strategies, values, key priorities and goals.

• to provide for rewards directly linked to the effort, performance, dedication and achievement of the Company's targets by the employees.

• to lay down approach for Board diversity.

The Policy is available is available on the website of the Company in the investor section and can be accessed by using the link https://www.cipla.com/sites/default/ files/2025-02/Nomination-Remuneration-and-Board- Diversity-policy.pdf

Directors and Key Managerial Personnel and Board meetings

During the year under review, the Company's Board underwent the following changes:

Dr Balram Bhargava (DIN: 10479707), Ms Sharmila Paranjpe (DIN: 002328770) and Ms Maya Hari (DIN: 01123969) were appointed as Independent Directors of the Company for a period of five years

Mr Abhijit Joshi (DIN: 07115673) and Mr Kamil Hamied (DIN: 00024292) were appointed as Non-Executive Directors of the Company liable to retire by rotation.

Upon completion of term as independent director, Mr Adil Zainulbhai (DIN: 06646490), in light of significant changes in the board composition and to ensure continuity and benefit of institutionalised learning, he was requested to continue as Non- Executive Director, liable to retire by rotation.

Upon completion of term as independent directors Mr Ashok Sinha (DIN: 00070477) and Ms Punita Lal (DIN: 03412604) retired from the Board of the Company.

Mr M K Hamied (DIN: 00029084) - Vice Chairman, NonExecutive Director and Ms Samina Hamied (DIN: 00027923), Non-Executive Director, resigned from the Board of the Company due to health, and personal/family commitment

At the 88th AGM of the Company held on 20th August, 2024 the members approved (i) to not fill in the casual vacancy caused by the retirement of Mr S Radhakrishnan and (ii) continuation of Dr Y K Hamied as Non-Executive Director of the Company.

The Board placed on record its sincere appreciation to the outgoing directors viz. Mr M K Hamied, Ms Samina Hamied, Mr Ashok Sinha, Ms Punita Lal and Mr S Radhakrishnan for their leadership, guidance, and invaluable contributions made over the years.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Umang Vohra, is liable to retire by rotation at the ensuing 89th AGM and being eligible, has offered himself for re-appointment. On the recommendation of the NRC, the Board of Directors

Except Mr Umang Vohra, Mr Ashok Sinha and Mr Robert Stewart no other directors received any remuneration or sitting fees from any subsidiary of the Company during FY 2024-25.

Declaration by Independent Directors

All Independent Directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent; and (ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. Further details including the meetings of the independent directors, lead independent director, familirisation programme etc. is provided in the Report on Corporate Governance on page no. 197.

The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

Board Committees and number of meetings of the Board and Board Committees

As on the date of this report the Board has the following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Investment and Risk Management Committee

vi) Operations and Administrative Committee

All the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

Details of the meetings of the Board and the Board Committees have been provided in the Report on Corporate Governance on page no. 227.

Statutory Auditor and their reports

M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No 001076N/ N500013) was re-appointed as the Statutory Auditors of the Company at the 85th AGM held on 25th August, 2021, to hold the office till the conclusion of the 90th AGM of the Company to be held in the year 2026. Accordingly, M/s Walker Chandiok & Co LLP would be completing their term as auditors upon conclusion of 90th AGM of the Company.

The Statutory Auditors' Report for the standalone and consolidated financial statements does not contain any qualification, reservation, adverse remarks or observation and has been presented separately on page no. 231 and 317 respectively.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 13th May, 2025 recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants (firm registration no. 101248W/W-1 00022) as the Statutory Auditor of the Company for the period of five consecutive years commencing from the conclusion of 90th AGM till the conclusion of 95th AGM.

Their appointment will be proposed in the 2026 AGM Brief profile of the statutory auditors is available on the website of the Company at www.cipla.com/sites/default/files SignedIntimationforAuditorsappointmentSigned 0.pdf

Secretarial Auditor and their reports

M/s BNP & Associates ('BNP'), Company Secretaries, Secretarial Auditors submitted the Secretarial Auditors Report for the financial ended 31st March, 2025 which is annexed as Annexure V to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines.

During the year under review, the Statutory, Secretarial and

Cost Auditors did not report any instance of fraud committed

in the Company by its officers or employees under Section

143(12) of the Act, the details of which need to be mentioned

in the Board's report.

Other Disclosures

During the financial year under review:

• There was no amount proposed to be transferred to the Reserves;

• There were no change made in the nature of business of the Company;

• The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively;

• There was no instance wherein the Company failed to implement any corporate action within the statutory time limit;

• The Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2025;

• The Company has not issued shares with differential voting rights and sweat equity shares during the year under review;