Cipla Ltd Management Discussions

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 Companys 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 6^th 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 organisations 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 10^th 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 31^st 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 31^st 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 Companys 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.

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 Companys 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 arms 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 Companys 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.

The policy was amended during the year to align the same with the the statutory requirements. The updated RPT policy of the Company is available on the Companys website at https://www.cipla.com/sites/default/files/pdf-2025-03/ Policy-on-Related-Party-Transaction-clean.pdf.

Internal Financial Controls and their adequacy

The Company has in place an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial controls is aligned with the statutory requirements and is in line with the globally accepted risk-based framework issued by the Committee Of Sponsoring Organisations (COSO) of the Treadway Commission. The internal financial controls with respect to the financial statements are adequate and operating effectively.

Effectiveness of internal financial controls is ensured through management reviews, control self-assessment and independent testing by the Internal Audit Team.

The Audit Committee reviewed the internal financial controls that ensure that the Companys accounts were properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards, laws and statutes. The Statutory and Internal auditors have confirmed that there was no internal control weakness during FY 2024-25. Internal control and its adequacy have been discussed in detail in the Management Discussion and Analysis and in the section of Audit Committee Chair report under Report on Corporate Governance.

Risk Management

The Investment and Risk Management Committee (IRMC) of the Board oversees the Enterprise Risk Management (ERM) process. An update on ERM is presented and deliberated upon in the IRMC meetings on a quarterly basis and periodically at the Board level at least once in a year. The Audit Committee has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on an ongoing basis. Further details have been provided in a separate section on ERM on page no. 54.

Board Evaluation

A detailed disclosure on board evaluation including criteria, performance and outcome have been provided in the Report on Corporate Governance on page no. 196.

Subsidiaries, Associates and Joint Ventures

The Company had 39 subsidiaries and 10 associates as on 31^st 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 4^th July, 2024 was dissolved retrospectively w.e.f. 31^st March, 2024.

• Cipla Dibcare (Pty) Limited, wholly owned step- down subsidiary of the Company in South Africa was dissolved w.e.f. 26^th 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. 25^th 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 Companys business strategies, values, key priorities and goals.

• to provide for rewards directly linked to the effort, performance, dedication and achievement of the Companys 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 Companys 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 88^th AGM of the Company held on 20^th 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 89^th AGM and being eligible, has offered himself for re-appointment. On the recommendation of the NRC, the Board of Directors

recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of members at the ensuing AGM.

Further details including date of appointment/ retirement/ resignation, directorship/ committee membership etc. can be found in the Report on Corporate Governance on page no. 225.

In the opinion of the Board, all directors including the directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Board has been provided in the Report on Corporate Governance on page no. 193.

As on the date of this report, the Company has the following Key Managerial Persons as per Section 2(51) and 203 of the Act:

Name of the KMP	Designation
Mr Umang Vohra	Managing Director and Global Chief Executive Officer
Mr Ashish Adukia	Global Chief Financial Officer
Mr Rajendra Chopra	Company Secretary and Compliance officer

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 85^th AGM held on 25^th August, 2021, to hold the office till the conclusion of the 90^th 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 90^th 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 13^th 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 90^th AGM till the conclusion of 95^th 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 31^st 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.

The Secretarial Audit Report and the Annual Secretarial Compliance Report did not contain any qualification, reservation, adverse remarks or observation.

In compliance with the provisions of the SEBI Listing Regulations, on the recommendation of the Audit Committee, the Board of Directors recommended the appointment of M/s BNP & Associates (BNP) (Firm Registration No. P2014MH037400) as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the conclusion of 89^th AGM till the conclusion of 94^th AGM. The proposal forms part of the 89^th AGM notice.

M/s BNP & Associates had confirmed their eligibility and independence and had also expressed their willingness to accept the appointment upon approval. Brief profile of the Secretarial Auditors is available on the website of the Company at www.cipla.com/sites/default/files/ SignedIntimationforAuditorsappointmentSigned 0.pdf

Cost Auditor and Cost Audit Report

Based on the recommendation of Audit Committee, the Board appointed M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct the audit of the Companys cost records for the financial year ended 31^st March, 2025. The Cost Auditor will submit his report for FY 2024-25 by the due date.

The Cost Audit Report, for FY 2023-24, was filed with the Central Government within the statutory timelines. The Company maintains the cost records in compliance with provisions of Section 148(1) of the Act.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 13^th May, 2025 had approved the appointment of M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct the cost audit for financial year ending 31^st March, 2026.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to the Cost Auditor for auditing the cost records for FY 2025-26 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing AGM. The proposal forms part of the 89^th AGM notice.

Brief profile of the Cost Auditors is available on the website of the Company at www.cipla.com/sites/default/files/ SignedIntimationforAuditorsappointmentSigned 0.pdf

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 Boards 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 31^st March, 2025;

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

• There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations;

• There were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company; and

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on 31^st March, 2025.

Acknowledgements

We wish to place on record our appreciation to the Government of various countries where the Company has its operations. We thank the Ministry of Chemicals and Fertilisers, India; Central Government; State Government and other regulatory bodies / authorities; banks; business partners; members; medical practitioners and other stakeholders for the assistance, cooperation and encouragement extended to the Company. We would also like to place on record our deep sense of appreciation to the employees for their contribution and services.

	On behalf of the Board of Directors
	Y K Hamied
Date: 13th May, 2025	Chairman
Place: Spain	DIN:00029049