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;