Cipla Ltd

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 31^st March, 2024.

The financial results and the results of operations, including major developments and statement of affairs of the Company have been discussed in detail in the Management Discussion and Analysis Report.

The above informations have been prepared on the basis of the standalone and consolidated financial statements.

During the year, the Company issued and allotted 2,16,469 equity shares of Rs. 2/- each to its employees under the Employee Stock Option Scheme 2013-A and the Cipla Employee StockAppreciation Rights Scheme2021 (collectively referred to as 'Schemes'). As a result, the issued, subscribed and paid-up share capital of the Company increased from RS. 1,61,43,01,186/- (divided into 80,71,50,593 equity shares of Rs. 2 each) as on 31^st March, 2023 to RS. 1,61,47,34,124/- (divided into 80,73,67,062 equity shares of Rs. 2/- each) as on 31^st March, 2024. The equity shares issued under the Schemes rank pari- passu with the existing equity shares of the Company.

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

The Board recommends a final dividend of RS. 13/- per equity share (650% of face value) for the financial year ended 31^st March, 2024. 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, as applicable. Upon approval, the dividend will be paid to those members whose names will appear in the Register of Members as at the close of business hours on Friday, 2^nd August, 2024. The total dividend pay-out will be approximately RS. 1,049.58 crores, resulting in a payout of 25.74% of the standalone profit after tax of the Company.

The Dividend Distribution Policy of the Company is available on the website of the Company at https://www.cipla.com/ sites/default/files/2023-05/Dividend-Distribution-Policy.pdf.

In compliance with the Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis Report has been presented in a separate Section on page no. 124.

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. 102. The Annual Report on CSR initiatives including summary of the Impact Assessment Report, committee composition, salient features of the policy, etc. as required under Section 135 of the Companies Act, 2013 ('Act') is annexed as Annexure I to this report on page no. 150. 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. 204

In compliance with 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 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 and Relationship Capital and Natural Capital.

In compliance with Regulation 34(2)(f) of the Listing Regulations read with SEBI circular dated 12^th July, 2023, the BRSR incorporating the BRSR core has been presented in a separate section on page no. 166.

In accordance with this requirement, the Company has engaged M/s DNV Business Assurance India Private Limited as an independent assurance partner to issue the assurance report on the non-financial information in the Integrated Annual Report for financial year ended 2023-24.

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, has been presented in a separate section on page no. 188.

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

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, 2024, 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 as on 31^st March, 2024 and of the profit of the Company for the year ended on that date;

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.

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.

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

• Employee Stock Option Scheme 2013-A ('ESOS 2013 - A'); and

• 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.

The Schemes are compliant with the provisions of 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 available on the website of the Company 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.

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 is 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 as required under Section 186 of the Act have been provided in note no. 43 to the standalone financial statements.

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 financial year ended 202324 has been uploaded on the website of the Company at https://www.cipla.com/investors/annual-reports.

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 have been provided in the Report on Corporate Governance, on page no. 206.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace, which is available on the website at https:// www.cipla.com/sites/default/files/1558508425 POSH-%20 Cipla.pdf.

All employees, consultants, trainees, volunteers, third parties and/ or visitors at all business units or functions of the Company, its subsidiaries and/or its affiliated or group companies across all locations and geographies are covered by the said policy. Across the organisation, adequate workshops and awareness programmers against sexual harassment are conducted.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee and is fully compliant of the Committee composition requirements. The complaints pertaining to sexual harassment were periodically reviewed by the Audit Committee.

Details of complaints received/disposed during financial year ended 2023-24 have been provided in the Report on Corporate Governance on page no. 212.

A detailed note on procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the Report on Corporate Governance on page no. 208.

During the year, the Generics Business Undertaking of the Company was transferred to Cipla Pharma and Life Sciences Limited ('CPLS'), wholly owned subsidiary, on a slump sale basis as a going concern through a Business Transfer Agreement. Since the transaction was between the holding Company and its wholly owned subsidiary and the entire economic value of the wholly owned subsidiary following the transfer of the undertaking continued to remain with the holding Company, the arm's length principle was not relevant.

Except the above referred transaction as further detailed in Form AOC-2 annexed as Annexure V to this report, all other contracts, arrangements and transactions entered by the Company with its related parties 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 Listing Regulations and the Company's Policy on Related Party Transactions ('RPT Policy'). Details of the related party transactions as per IND AS24 have been provided under note no. 40 of the standalone financial statements on page no. 288 and under note no. 48 of the consolidated financial statements on page no. 405 The RPT policy of the Company is available on the website of the Company at https://www. cipla.com/sites/default/files/2023-02/Policy-on-Related- Party-Transaction Revised-%20Final.pdf.

Cipla has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's 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 Company's accounts were properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards, laws and regulations. The Statutory and Internal auditors have confirmed that there were no internal control weakness during financial year ended 2023-24.

The Investment and Risk Management Committee ('IRMC') of the Board oversees the Enterprise Risk Management ('ERM') process. An update on ERM activities is presented and deliberated upon in the IRMC meetings on a quarterly basis and periodically by the Board. 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. In terms of the provisions of Section 134 of the Act, a detailed note on Risk Management has been provided on page no. 46.

A detailed disclosure on the performance evaluation criteria and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance on page no. 193.

The Company had 42 subsidiaries and 10 associates as on

31^st March, 2024. Changes during the year were as follows:

• Madison Pharmaceuticals Inc., wholly owned step- down subsidiary of the Company in USA being a dormant entity was dissolved w.e.f. 28^th April 2023;

• GoApptiv Private Limited, associate Company incorporated Pactiv Healthcare Private Limited, a whollyowned subsidiary Company w.e.f. 26^th July, 2023;

• The Company executed a Share Purchase Agreement with Shibham Group Holding Limited, UAE, to divest its 51% stake held in Saba Investment Limited (Saba), UAE viz., Cipla Middle East Pharmaceuticals FZ LLC, UAE and Cipla Medica Pharmaceutical and Chemical Industries Limited, Yemen. As an effect, Saba ceased to be subsidiaries of the Company w.e.f. 29^th September, 2023;

• Cipla (EU) Limited and Meditab Holdings Limited, wholly owned subsidiaries of the Company entered into a Share Purchase Agreement with Africa Capital works SSA 3 on 14^th March, 2023 for sale of entire 51.18% stake held in Cipla Quality Chemical Industries Limited, Uganda. ('CQCIL'). As an effect, on completion of sale CQCIL ceased to be subsidiary of the Company w.e.f. 14^th November, 2023;

• Cipla (EU) Limited, UK and Cipla Holding B.V., wholly owned subsidiaries of the Company jointly incorporated 'Mexicip S.A. de C.V.', a wholly owned subsidiary in Mexico w.e.f. 22^nd January, 2024;

• Cipla Medpro South Africa (Pty) Limited, wholly owned subsidiary of the Company acquired 100% stake in Actor Pharma (Pty) Limited, South Africa w.e.f. 7^th February, 2024;

• Incorporation of MKC Biotherapeutics Inc., USA as a 45.4 : 35.2 : 19.4 joint venture between MNI Ventures, Cipla (EU) Limited and Kemwell Biopharma UK Limited on 27^th February, 2024, to develop and commercialise novel cell therapy products for major unmet medical needs in the United States, Japan and EU regions;

• Cipla Technologies LLC, USA, wholly owned step-down subsidiary of the Company was merged with and into Cipla USA Inc., USA, another wholly owned step-down subsidiary of the Company with effect from 31^st March 2024. , as an effort towards group structure simplification and to streamline the US business operations.

Details of these subsidiaries and associates are set out on page no. 321. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary and associate companies in Form AOC-1 has been presented on page no. 419. 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 will be available on the website of the Company at www.cipla.com.

The Company has in place a Nomination and Remuneration and Board Diversity Policy ('NRC Policy') which 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.

• 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; and

• to lay down approach for Board diversity.

The Policy is available on the website of the Company at https://www.cipla.com/sites/default/files/2021-06/ Nomination-Remuneration-and-Board-Diversity-Policy.pdf.

At the 87^th AGM of the Company held on 10^th August, 2023 the members approved the re-appointment of Mr Umang Vohra as a Director liable to retire by rotation.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr S Radhakrishnan, is liable to retire by rotation at the ensuing 88^th AGM. While eligible for re-appointment, Mr S Radhakrishnan has conveyed

his desire to retire at the ensuing AGM and does not seek reappointment.

The Board decided not to fill the vacancy caused by the retirement of Mr S Radhakrishnan as the present composition of the Board of Directors is adequate and meets the compliance requirement. The said proposal is subject to the approval of the members at the ensuing AGM.

On the recommendation of the NRC, the Board appointed Dr Balram Bhargava as an additional independent director of the Company for a period of five years commencing from 1^st April, 2024 to 31^st March, 2029. The Company has sought approval of the members of the Company for the appointment of Dr Balram Bhargava as an Independent Director of the Company, by means of special resolution through Postal Ballot. The voting process will end on 16^th May 2024. The Notice of Postal Ballot is available on the website of the Company athttps://www.cipla.com/sites/default/ files/2024-04/Notice of Postal Ballot.pdf.

Ms Samina Hamied had stepped down from the position of Executive Vice Chairperson of the Company while continuing as a Non-Executive Director liable to retire by rotation effective close of business hours of 31^st March, 2024. The Board placed on record its appreciation and gratitude for Ms Samina Hamied's leadership, guidance and vision.

Dr Peter Mugyenyi, resigned from the position of Independent Director w.e.f. 13^th May, 2023. The Board placed on record its sincere appreciation for the contribution made by him over the years.

As per Regulation 17(1D) of the Listing Regulations, which came into effect on 15^th July, 2023, the continuation of a director (other than Whole Time Director, Managing Director, Manager, Independent Directors and Director liable to retire by rotation) serving on the board of a listed entity is subject to approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment. In case a director is serving on the board of a listed entity as on 31^st March, 2024, without the approval of the shareholders for the last five years or more, the continuation of such director shall be subject to the approval of members in the first general meeting to be held after 31^st March, 2024.

In compliance with the requirement of the above referred Regulation 17 (1D) of the Listing Regulations and in view of the valuable contribution, experience and expertise of Dr Hamied, the Board recommended his continuation on the Board of the Company as Non-Executive Director, not liable to retire by rotation.

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. All the independent directors have passed or are exempted from passing the proficiency test, as the case may be. The list of key skills, expertise and core competencies of the Board is provided in the Report on Corporate Governance on page no. 190.

Criteria for determining qualification, positive attributes and independence of a director is given in the NRC Policy.

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

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 are provided in the Report on Corporate Governance on page no. 220.

M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No 001076N/ N500013) were 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 to be held in the year 2026.

The Statutory Auditor's Report for the standalone and consolidated financial statements does not contain any qualification, reservation, adverse remarks or disclaimer and has been presented separately on page no. 223 and 312 respectively.

Except Ms Samina Hamied, Mr Umang Vohra, Dr Peter Mugyenyi, Mr Ashok Sinha and Mr Robert Stewart, no other directors received any remuneration or sitting fees from any subsidiary of the Company during financial year ended 2023-24.

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 Listing Regulations and are independent; and (ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. Details on the same have also been provided in the Report on Corporate Governance on page no. 194.

The Directors have further confirmed that they are not debarred from holding the office of director of the Company by the Securities and Exchange Board of India or Ministry of Corporate Affairs or any such other statutory authority.

M/s BNP & Associates, Company Secretaries, (Firm Regn. No. P2014MH037400) were appointed as the Secretarial Auditors for the financial year ended 31^st March, 2024. The Secretarial Audit Report is annexed as Annexure VI to this report.

In compliance with Regulation 24A of the 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 disclaimer.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s BNP & Associates, Company Secretaries, who have confirmed their eligibility for the said re-appointment, to conduct the secretarial audit of the Company for financial year ending 2024-25.

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

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Corporate Social Responsibility Committee;

iv) Stakeholders Relationship Committee;

v) Investment and Risk Management Committee;

Mr D H Zaveri, practising Cost Accountant (Fellow Membership No. 8971), was appointed as the Cost Auditor to conduct the audit of the Company's cost records for the financial year ended 31^st March, 2024. The Cost Auditor will submit his report for financial year ended 2023-24 by the due date.

Based on the recommendation of Audit Committee, the Board has appointed M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240) as the Cost Auditor to conduct the audit of the Company's cost records

for the financial year ended 31^st March, 2025. M/s. Joshi Apte & Associates - Cost Accountants has confirmed eligibility for the said appointment.

The Company maintains the cost records as per the provisions of Section 148(1) of the Act. The Cost Audit Report, for financial year ended 2022-23, was filed with the Central Government within the statutory timelines.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for financial year ending 2024-25 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing AGM. The proposal forms a part of the notice of the AGM.

During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor 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.

During the financial year under review:

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

• There were no changes 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;

• The Company issued and allotted equity shares as per its ESOS 2013-A Scheme and the ESAR Scheme 2021. 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, 2024;

• The Company did 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 amount due and outstanding to be credited to Investor Education and Protection Fund as on 31^st March, 2024.

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