Dear Members,

The Board is pleased to present its report on comprehensive review of performance of the Company along with the audited standalone and consolidated financial statements for the financial year ended 31st March, 2026.

(H in crore)

The financial results and the results of operations, including major developments and statement of affairs of the Company which are prepared on the basis of the standalone and consolidated financial statements have been discussed in detail in the Management Discussion and Analysis and the Financial Capital.

During the year, the Company issued and allotted 1,65,511 equity shares of Rs. 2/- 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 Rs. 1,61,52,34,240/- (divided into 80,76,17,120 equity shares of Rs. 2/- each) as on 31st March, 2025 to Rs. 1,61,55,65,262 /- (divided into 80,77,82,631 equity shares of Rs. 2 each) as on 31st March, 2026. 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 changes in the equity share capital during the year.

The Board recommends a final dividend of Rs. 13/- per equity share for the members for FY 2025-26. The divided as recommend by the Board is in line with the Dividend Distribution Policy of the Company as applicable. 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, the dividend will be paid to those members whose names will appear in the Register of Members / Beneficial Owners as on 5th June, 2026 i.e. Record Date.

The total dividend pay-out will be approximately Rs. 1,050.12 crores, resulting in a payout of 29.87% of the Standalone profits 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 at https://www.cipla.com/sites/default/files/2023-05/ Dividend-Distribution-Policy.pdf.

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 Section has been presented in a separate section on page no. 132.

A detailed report on the CSR initiatives of the Company has been provided in the Social Capital section of the Integrated Annual Report on page no. 102.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 ("the Act") and the Rules made thereunder, the Annual Report on the CSR initiatives of the Company, including, requisite details is annexed as Annexure I to this report on page no. 151. The details pertaining to the terms of reference of the Committee have been provided in the Corporate Governance report on page no. 214.

In compliance with Securities and Exchange Board of India ("SEBI") circular dated 6th February, 2017, the Company has voluntarily published the Integrated Annual Report, which includes both financial and non-financial information and is based on the International Integrated Reporting <IR> Framework.

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 2025-26.

In compliance with Regulation 34(2)(f) of SEBI Listing Regulations, read with SEBI Master Circular HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated 30th January, 2026, the Business Responsibility & Sustainability Report ("BRSR"), for FY 2025-26 has been presented in a separate section on page no. 167

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Corporate Governance Report for FY 2025- 26, has been presented in a separate section on page no. 197.

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.

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, 2026, 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 of 31st March, 2026 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 this 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")

• 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 Schemes 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"). The details of the Schemes have been provided in note no. 43 of the standalone financial statements. The disclosure as required under the SEBI SBEB Regulations is available on the 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 Auditors is obtained, confirming that the Schemes have been implemented in accordance with the SEBI SBEB Regulations and Shareholders resolution and 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.

The 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.

Further, the 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 under Section 186 of the Act have been provided in note no. 45 of 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 FY 2025-26 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. The weblink of the Whistle Blower Policy, details on the functioning of the Policy and status of complaints has been provided in the Corporate Governance Report, on page no. 216 and 217.

The Company is committed to fostering a safe, respectful and inclusive work environment for all employees and stakeholders. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment ("POSH") at the Workplace, which outlines the principles, procedures and mechanisms for prevention, prohibition and redressal of sexual harassment. This policy is accessible on the Company's website at https://www.cipla. com/sites/default/files/2026-03/Policy-on-prevention-of-Sexual- Harassment-at-the-Workplace.pdf.

The policy is applicable to all employees as well as individuals associated with the Company, including consultants, trainees, volunteers, third-party personnel and visitors across all business units, functions, subsidiaries, affiliates and group companies. The Company regularly conducts awareness programmes, workshops and sensitisation sessions across the organisation to promote a culture of dignity, mutual respect and zero tolerance towards any form of sexual harassment.

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 ("ICC") at its workplaces in accordance with the statutory requirements regarding composition and governance. The ICC is responsible for addressing complaints related to sexual harassment in a fair and timely manner. The status of such complaints is periodically reviewed by the Audit Committee to ensure appropriate oversight and effective redressal mechanisms.

Details of complaints received/disposed during FY 2025-26 have been provided in the Corporate Governance report on page no. 221.

During the year, the Board approved a Scheme of Amalgamation of Inzpera Healthsciences Limited, a wholly owned subsidiary of the Company ("Inzpera"), with the Company. The appointed date of the amalgamation is 1st April, 2026. The Scheme is subject to the approvals required under the Companies Act, 2013, including approval of the Hon'ble National Company Law Tribunal, Mumbai Bench. The proposed amalgamation is not expected to have any material impact on the financials of the Company. The amalgamation would result in a simplified group structure, eliminate redundant administrative overheads, improve operational efficiencies, and generate business synergies.

All contracts, arrangements and transactions entered by the Company with related parties during FY2025-26 were in the ordinary course of business and on an arm's length basis. The Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the Act, 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. The details of the related party transactions as per IND AS 24 have been provided in note no. 42 of the standalone financial statements on page no. 297 and in note no. 47 of the consolidated financial statements on page no. 411.

During the year, the RPT policy of the Company was amended to align with the amendments in SEBI Listing Regulations. A detailed note on procedure adopted by the Company in dealing with transactions with related parties and weblink of the RPT policy has been provided in the Corporate Governance report on page no. 218.

The Company has established an adequate and effective system of Internal Financial Controls ("IFC") to ensure orderly and efficient conduct of business operations. These controls ensure adequacy with reference to the Financial Statements, compliance with policies, safeguarding of assets, prevention and detection of frauds & errors and maintenance of accurate accounting records. The IFC framework is aligned with applicable statutory requirements and based on a globally recognised risk- based framework.

Further, the Statutory Auditors and the Internal Auditors have confirmed that there were no material weaknesses in the Company's internal financial controls during the year. The adequacy and effectiveness of the internal controls framework have also been discussed in detail in the Management Discussion and Analysis section of this Annual Report.

The Investment and Risk Management Committee ("IRMC") of the Board oversees the Company's Enterprise Risk Management ("ERM") framework and process. Updates on the ERM framework, including key risk exposures and mitigation measures, are presented to and deliberated upon by the IRMC during its meetings and are periodically placed before the Board for review, at least once in a year.

The Audit Committee provides additional oversight with respect to financial risks, internal controls, and related governance mechanisms. The major risks identified across various business units and functional areas are systematically monitored and addressed through appropriate mitigation plans, which are implemented and reviewed on an ongoing basis.

In accordance with the provisions of Section 134 of the Act, a separate section on Enterprise Risk Management has been included in this Annual Report on page no. 48. There is no element of risk which in opinion of the Board threatens the existence of the Company.

A detailed disclosure on the performance evaluation criteria and the process of Board evaluation as well as the outcome has been provided in the Corporate Governance Report on page no. 201.

The changes during the year were as follows:

1. Jay Precision Pharmaceuticals Private Limited, subsidiary of the Company acquired 26% stake in AMPIN Energy C&I Eighteen Private Limited on 28th May, 2025, making it an associate of the Company.

2. Incorporation of CiplaRna GmbH in Germany as wholly owned subsidiary of Cipla (EU) Limited, UK, wholly owned subsidiary of the Company w.e.f. 28th May, 2025.

3. Acquired 20% voting rights in iCaltech Innovations Private Limited on 26th August, 2025.

4. Acquired 100% stake in Inzpera Healthsciences Limited ("Inzpera") making it a wholly owned subsidiary of the Company w.e.f 4th December, 2025.

5. Incorporation of Cipla Middle East Company in Saudi Arabia as wholly owned subsidiary of Cipla (EU) Limited, UK, wholly owned subsidiary of the Company w.e.f. 1st March, 2026.

6. The Company and Kemwell Biopharma Private Limited incorporated a new joint venture company named Aspergen Limited in India, with effect from 5th May, 2026 with a shareholding structure of 60% by the Company and 40% by Kemwell Biopharma Private Limited.

Details of these subsidiaries and associates are set out on page no. 331. 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. 421. The statement provides details of the performance, the financial position of each of the subsidiaries and associates and their contribution to the overall performance of the company during the period under report. 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 are available on the website of the Company in the investor section and can be accessed at https://www.cipla.com/investors/ annual-reports.

The Company has in place a Nomination and Remuneration and Board Diversity ("NRC Policy") which provides the process for 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.

• Criteria and terms & 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.

• Framework for remuneration of the Directors, Key Managerial Personnel & Senior Management Personnel and align with the Company's business strategies, values, key priorities and goals.

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

• Approach for board diversity.

During the year, the Policy of the Company was amended to update the age criteria for the appointment of Independent Director. The Policy is available on the Company's website at https://www.cipla. com/sites/default/files/2026-02/Nomination-Remuneration-and- Board-Diversity-Policy 1.pdf.

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

• Mr Umang Vohra (DIN: 02296740) was appointed as Director of the Company liable to retire by rotation at the 89th AGM.

• Mr Umang Vohra (DIN: 02296740) had expressed his intention to not seek re-appointment as Managing Director and Global Chief Executive Officer ("MD&GCEO") of the Company upon completion of his second term as the MD&GCEO on 31st March, 2026. He also resigned as a Director of the Company w.e.f. 1st April, 2026.

• Mr Achin Gupta (DIN: 09491674), Global Chief Operating Officer was appointed as a Director and the MD&GCEO of the Company for a term of 5 (five) years with effect from 1st April, 2026 till 31st March, 2031, liable to retire by rotation.

• Mr P R Ramesh (DIN: 01915274) was re-appointed as an Independent Director of the Company for a second term of five (5) consecutive years, commencing from 1st July, 2026 up to 30th June, 2031 (both days inclusive) and also to continue as an Independent Director of the Company upon his attaining the age of 75 years.

• Mr Robert Stewart (DIN: 03515778) had expressed his intention to not seek re-appointment as an Independent Director upon completion of his first term on 13th May, 2026 and accordingly ceased to be an Independent Director of the Company.

The Board placed on record its sincere appreciation to the outgoing directors viz, Mr Umang Vohra and Mr Robert Stewart for their 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 Adil Zainulbhai, is liable to retire by rotation at the ensuing 90th AGM and being eligible, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee and based on the performance evaluation, the Board of Directors recommends his re- appointment as a Director, liable to retire by rotation. The detailed proposal for re-appointment forms part of Notice of 90th AGM.

Further details including date of appointment/retirement/ resignation of directorship & committee membership etc. have been mentioned in the Corporate Governance Report on page no. 228.

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 Corporate Governance Report on page no. 199.

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

During the year, no other directors received any remuneration or sitting fees from any subsidiary of the Company, except Mr Umang Vohra and Mr Robert Stewart.

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) and 25 of the SEBI Listing Regulations, and are independent of the management; and (ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. 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.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs.

The details including the meetings of the independent directors, Lead independent director, familiarisation programme etc. have been provided in the Corporate Governance Report on page no. 203.

As on the date of this report, the Board has the 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

vi) Operations and Administrative Committee

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

Committee composition and meetings of the Board & the Board Committees have been provided in the Corporate Governance report on page no. 206 and 229 respectively.

M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No 001076N/ N500013) would be completing their second term as Statutory Auditors upon conclusion of the 90th AGM and will cease to be the Statutory Auditors of the Company. The Board placed on record its sincere appreciation for their valued association with the Company over the years.

Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, have recommended to the shareholders for the appointment of M/s B S R & Co. LLP ("M/s B S R & Co.") (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 90th AGM until the conclusion of the 95th AGM, along with their remuneration for FY 2026-27. The detailed proposal for their appointment and remuneration along with their brief profile forms part of the Notice of 90th AGM.

M/s B S R & Co. have confirmed that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

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. 233 and 323 respectively.

M/s BNP & Associates, Company Secretaries (Firm Registration No P2014MH037400) & Peer reviewed firm (No. 7353/2025) were appointed as the Secretarial Auditors of the Company from the 89th AGM until the conclusion of the 94th AGM.

M/s BNP & Associates, Company Secretaries, has issued the Secretarial Audit Report for FY 2025-26 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.

The Cost Audit Report for FY 2024-25 was filed with the Central Government within the statutory timelines. The report confirmed that the Company had maintained proper cost records in accordance with the provisions of Section 148(1) of the Act and did not contain any qualification, reservation, adverse remark, or observation.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 13th May, 2026 have 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 FY 2026-27 at a remuneration of Rs. 12,50,000 (Rupees Twelve Lacs Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, subject to approval of members of the Company.

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 2026-27 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing 90th AGM. The proposal forms a part of the Notice of 90th AGM.

M/s Joshi Apte & Associates - Cost Accountants confirmed their eligibility and independence and had accepted the appointment upon approval. Brief profile of the cost auditors is available on the website of the Company in the investor section and can be accessed at https://www.cipla.com/sites/default/files/ SiqnedOutcomeofBoardMeetinq13thMav2026Siqned 2.pdf.

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 needs to be mentioned in the Board's report.

During the year:

• No amount was proposed to be transferred to the Reserves;

• There was no change 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, 2026;

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

• The Company has complied with the provisions of the Maternity Benefits Act, 1961;

• 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;

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on 31st March, 2026; and

• Other confirmations/disclosures as required under Section 43(a)(ii), 48, 54, 55, 61, 67, 72, 131 of the Act, Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules, 2014, Rule 4 of Companies (Share Capital and Debentures) Rules, 2014, Regulation 32(4), Regulation 32(7A) and Schedule V Part C point 9 (h) of the SEBI Listing Regulations were not applicable to the Company.

We hereby express our profound gratitude to the governments of all the countries in which the Company operates. We also wish to place on record our sincere appreciation to the Ministry of Chemicals and Fertilisers, Government of India, as well as to the Central and State Governments, National Pharmaceutical Pricing Authority, regulatory bodies / authorities, financial institutions, business partners, shareholders, healthcare professionals and all other stakeholders for the assistance, cooperation and encouragement extended to the Company. We also wish to acknowledge our appreciation for the dedication and relentless efforts of our employees.