Mar 31, 2026

Cipla Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company"), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS") specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

DPCO matters: (Refer note 9 and 40A to the Standalone Financial Statements)

The Company had received several demand notices/ communications from the National Pharmaceutical Pricing Authority ("NPPA") commencing from the year 1998 seeking recovery of alleged overcharging regarding scheduled drugs under the Drugs (Prices Control) Orders ("DPCO"). The Company has reviewed all the notices/ communications received which are attributable to the Company and are under litigation at various forum as follows: a) DPCO demands for certain products wherein after removing duplications, the amount covered by the notices / communications aggregates to H 2,011 Crores with the principal of H 863 Crores and interest of H 1,148 Crores and the Company has deposited H 175.08 crores based on Hon''ble Supreme Court ("SC") judgement in 2003 and H 27.07 crores in the current year under protest without prejudice to the Company''s position of no amount being due towards the alleged overcharge (principal) or consequential interest.

Our audit of DPCO matters included, but was not limited to, the following procedures:

a) Obtained an understanding of the management''s process for updating the status of the matters and assessed the appropriateness of the Company''s accounting policies related to provisions and contingent liabilities in accordance with Ind AS 37;

b) Evaluated the design and tested the operating effectiveness of key controls around above process;

c) Inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;

d) Obtained direct confirmation from the external legal counsel handling DPCO matters with respect to the legal determination of the liability arising from such matters including demand notices which are jointly addressed to the promoter group manufacturing companies and the Company, conclusion of the matters in accordance with the requirements of Ind AS 37 and

Key audit matter	How our audit addressed the key audit matter
b) DPCO demands on products other than above, wherein		disclosures to be made in the financial statements. Evaluated
based on its legal assessment, the Company carries a		the response received from the external legal counsel to ensure
provision of H 94.77 crores as at 31 March 2026.		that the conclusions reached are supported by sufficient legal
c) DPCO demands amounting to H 9.96 crores issued jointly		rationale;
to 2 promoter group manufacturing companies and the	e)	Assessed the appropriateness of methods used, and the reliability
Company, wherein based on its legal assessment, the		of underlying data for the calculations made for quantifying
Company is not the manufacturer and, accordingly, is		the amounts involved. Tested the arithmetical accuracy of such
not liable for such demands.		calculations; and
The amounts involved are material and the application of	f)	Evaluated the appropriateness and adequacy of disclosures
accounting principles as given under Ind AS 37, Provisions,		given in the standalone financial statements, including disclosure
Contingent Liabilities and Contingent Assets (''Ind AS 370, in		of the significant litigations of the Company, in accordance with
order to determine the amounts to be recognised as liability		applicable accounting standards.
or to be disclosed as a contingent liability or not, is inherently	Based on the audit procedures performed, the judgements made by
subjective and needs careful evaluation and significant	the management were reasonable and disclosures made in respect
judgement to be applied by the management in predicting	of these matters were appropriate in the context of the standalone
the outcome of the matter. Accordingly, DPCO matters have	financial statements taken as a whole.
been considered to be a key audit matter for the current period audit.
Recoverability of investments in subsidiaries: (Refer note	Our audit included, but was not limited to, the following procedures:
5 to the Standalone Financial Statements) The Company has investments of H 10,682.46 crores in subsidiaries being carried at cost/ deemed cost in accordance with Ind AS 27, Separate Financial Statements. At each period end, the management reviews whether any impairment indicators exist in the carrying value of investments, in accordance with the requirements of Ind AS 36, "Impairment of Assets" (''Ind AS 36''). The Company assesses the recoverable amounts of each investment when impairment indicators exist. Management''s assessment of whether there are impairment indications and estimate of the recoverable amounts of the identified investments determined through discounted cash flow valuation method requires significant judgment in carrying out the impairment assessment. The key assumptions	a) b) c) d)	Obtained an understanding of the management''s process for identification of impairment indicators and evaluated the design and tested the operating effectiveness of key controls over such identification and impairment assessment of identified investments; Obtained the impairment assessment workings prepared by the management and its experts; Involved auditor''s experts to assess the appropriateness of the valuation methodologies and the reasonableness of the assumptions used by the management''s expert to determine the recoverable amounts; Reconciled the cash flows to the business plans approved by the respective Board of Directors of the identified investee companies;
used in management''s assessment of the recoverable	e)	Evaluated and challenged management''s assumptions such as
amounts include, but are not limited to, projections of		implied growth rates during explicit period, terminal growth rate,
future cash flows, growth rates, discount rates, estimated		targeting savings and discount rate for their appropriateness
future operating and capital expenditure. Changes to these		based on our understanding of the business of the respective
assumptions could lead to material changes in estimated		investee companies, past results and external factors such as
recoverable amounts, resulting in either impairment or		industry trends and forecasts;
reversals of impairment taken in prior years.	f)	Obtained and evaluated sensitivity analysis performed by the management on key assumptions of implied growth rates during explicit period, terminal growth rates and discount rates;
	g)	Tested the mathematical accuracy of the management computations;
	h)	Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and

Key audit matter	How our audit addressed the key audit matter
Considering the materiality and the inherent subjectivity	i) Evaluated the appropriateness and adequacy of disclosures
which involves significant management judgment in	given in the standalone financial statements, including
predicting future cash flow projections, recoverability of	disclosure of significant assumptions, judgements and sensitivity
investments in subsidiaries has been considered to be a key	analysis performed, in accordance with applicable accounting
audit matter for the current period audit.	standards. Based on the audit procedures performed, we determined that the management''s assertion on the recoverability of investments in subsidiaries is appropriate in the context of the standalone financial statements taken as a whole.
Revenue from operations: (refer note 1.3.9 and 27 to the	Our audit included, but was not limited to, the following procedures:
Standalone financial statements)	a) Obtained an understanding of the management''s process for
The Company recognizes revenue from sales of	revenue recognition, judgments in estimation and accounting
pharmaceutical products, when control of the product is	treatment of discount schemes, returns, rebates and other price
transferred. The Company records product sales net of	adjustments;
estimated discounts, right to returns, rebates and other	b) Evaluated the design and tested the operating effectiveness of
price adjustments. The actual point in time when revenue	the key controls, including general IT controls, key IT application
is recognized varies depending on the specific terms and	controls exercised by the management, over recognition of
conditions of the sales contracts entered with customers.	revenue and measurement of various discount, right to returns,
Further, the Company has a large number of customers	rebates and other price adjustments;
operating in various geographies and sales contracts with	c) Performed substantive testing by selecting samples of revenue
customers have different terms relating to the recognition	transactions pertaining to sale of products during the year
of revenue leading to material deductions from gross sales	and verified the underlying supporting documents including
which includes discounts, right to return, rebates and other	contracts, agreements, sales invoices and dispatch/ shipping
price adjustments in accordance with principles of Ind AS 115, "Revenue from Contracts with Customers" (''Ind AS 115'').	documents; d) Performed substantive testing by selecting samples of revenue
We identified the recognition of revenue from operations as	transactions pertaining to sale of products during specific
a key audit matter because:	periods before and after year end to ensure that the correct
a) Accrual towards discounts, right to returns, rebates and	amount of revenue is recorded in the correct period;
other price adjustments is complex and requires significant	e) Obtained management workings for amounts recognised
judgments and estimates in relation to contractual	towards discount schemes, right to returns and rebates and
agreements/ commercial terms across various geographies.	other price adjustments during the year and as at year end.
Any change in these estimates can have a significant	On a sample basis, tested the underlying calculations for
financial impact.	amounts recorded as accruals and provisions towards the
b) The Company considers revenue as key benchmark for	aforementioned obligations, as per the terms of related
evaluating performances and hence, there is risk of revenue	schemes, contracts and regulations and traced the underlying
being overstated due to pressure to achieve targets, earning	data to source documents;
expectations or incentive schemes linked to performance for	f) Evaluated historical accuracy of the Company''s estimates of
a reporting period.	year-end accruals pertaining to aforesaid arrangements made in the previous years to identify any management bias; g) Tested the manual sales-related adjustments made to revenue comprising of variable consideration under Ind AS 115 to ensure the appropriateness of revenue recognition during the year; and h) Evaluated the appropriateness and adequacy of disclosures given in the standalone financial statements in accordance with applicable accounting standards. Based on audit procedures performed, we determined that the revenue recognition and measurement is appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Standalone Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7 The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9 The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and

whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, has disclosed the impact of pending litigations on its financial position as at 31 March 2026;

ii. The Company as detailed in note 53 to the standalone financials statements, has made provisions as at 31 March 2026, as required under applicable laws or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2026;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than as disclosed in note 46(j) and note 46(k) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46(f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding,

whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2026 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in note 49B(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2026 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2025, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility at the application level and at the database level with an access management tool and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention at application level since commencement of audit trail requirement from 1 April 2023 and at the database level from 7 June 2024 onwards.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Adi P. Sethna

Partner

Membership No.: 108840 UDIN: 26108840FCNWJY3844

Place: Mumbai Date: 13 May 2026

Mar 31, 2025

To the Members of Cipla Limited

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company"), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS") specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income/ (loss)), its cash flows and the changes in equity for the year ended on that date.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter	How our audit addressed the key audit matter
DPCO matters: (Refer note 9, 16 and 38B to the Standalone	Our audit of DPCO matters included, but was not limited to, the
Financial Statements)	following procedures:
The Company had received several demand notices/	a) Obtained an understanding of the management''s process
communications from the National Pharmaceutical Pricing	for updating the status of the matters and assessed the
Authority ("NPPA") commencing from the year 1998 seeking	appropriateness of the Company''s accounting policies related to
recovery of alleged overcharging regarding scheduled drugs under the Drugs (Prices Control) Orders-1995 ("DPCO").	provisions and contingent liabilities in accordance with Ind AS 37; b) Evaluated the design and tested the operating effectiveness of
Based on Hon''ble Supreme Court ("SC") judgement, during the financial year ended 31 March 2003, the Company deposited H 175.08 Crores with NPPA under protest, representing 50% of the alleged overcharged amounts in respect of demand notices raised till 2003, and got the stay on the Hon''ble Bombay High Court order for recovery of overcharged amount. Post 2003, the Company continued to receive demands ("Subsequent demands") alleging overcharging which included several duplicate notices/ communications.	key controls around above process; c) Inspected correspondence with the Holding Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;

Key audit matter	How our audit addressed the key audit matter
The Company has reviewed all the notices/ communications	d) Obtained direct confirmation from the external legal counsel
received which are attributable to the Company and are under	handling DPCO matters with respect to the legal determination
litigation. After removing duplications, the amount covered by	of the liability arising from such matters, conclusion of the matters
the notices/communications aggregates to H 2,011 Crores with the	in accordance with the requirements of Ind AS 37 and disclosures
principal of H 863 Crores and interest of H 1,148 Crores, wherein	to be made in the financial statements. Evaluated the response
based on facts and legal advice, the Company has carried a total	received from the external legal counsel to ensure that the
provision of H 86.12 crores (including interest) as at 31 March 2025.	conclusions reached are supported by sufficient legal rationale;
The amounts involved are material and the application of	e) Assessed the appropriateness of methods used, and the reliability of
accounting principles as given under Ind AS 37, Provisions,	underlying data for the calculations made for quantifying the amounts
Contingent Liabilities and Contingent Assets (''Ind AS 370, in	involved. Tested the arithmetical accuracy of such calculations; and
order to determine the amounts to be recognised as liability	f) Evaluated the appropriateness and adequacy of disclosures
or to be disclosed as a contingent liability or not, is inherently	given in the standalone financial statements, including disclosure
subjective and needs careful evaluation and significant	of the significant litigations of the Company, in accordance with
judgement to be applied by the management.	applicable accounting standards.
Considering the materiality and the inherent subjectivity which	Based on the audit procedures performed, the judgements made by
involves significant management judgment in predicting the	the management were reasonable and disclosures made in respect
outcome of the matter, DPCO matters have been considered	of these matters were appropriate in the context of the Standalone
to be a key audit matter for the current period audit.	financial statements taken as a whole.
Recoverability of investments in subsidiaries: (Refer note 5	Our audit included, but was not limited to, the following procedures:
and note 35(b) to the Standalone Financial Statements)	a) Obtained an understanding of the management''s process for
The Company has investments of H 10,331.57 crores in	identification of impairment indicators and evaluated the design
subsidiaries being carried at cost/ deemed cost in accordance	and tested the operating effectiveness of key controls over such
with Ind AS 27, Separate Financial Statements. At each period	identification and impairment assessment of identified investments;
end, the management reviews whether any impairment	b) Obtained the impairment assessment workings prepared by the
indicators exist in the carrying value of investments, in accordance with the requirements of Ind AS 36, "Impairment	management and its experts;
of Assets" (''Ind AS 360. The Company assesses the recoverable	c) Involved auditor''s experts to assess the appropriateness of
amounts of each investment when impairment indicators exist.	the valuation methodologies and the reasonableness of the assumptions used by the management''s expert to determine the
Based on its assessment, the Company have recorded reversal of impairment loss of H 294.66 crores in the current year.	recoverable amounts; d) Reconciled the cash flows to the business plans approved by the
Management''s assessment of whether there are impairment indicators and estimate of the recoverable amounts of	respective Board of Directors of the identified investee companies;
the identified investments determined through discounted	e) Evaluated and challenged management''s assumptions such as
cash flow valuation method requires significant judgment in	implied growth rates during explicit period, terminal growth rate,
carrying out the impairment assessment. The key assumptions	targeting savings and discount rate for their appropriateness
used in management''s assessment of the recoverable amounts	based on our understanding of the business of the respective
include, but are not limited to, projections of future cash flows,	investee companies, past results and external factors such as
growth rates, discount rates, estimated future operating and	industry trends and forecasts;
capital expenditure. Changes to these assumptions could	f) Obtained and evaluated sensitivity analysis performed by the
lead to material changes in estimated recoverable amounts,	management on key assumptions of implied growth rates during
resulting in either impairment or reversals of impairment taken in prior years.	explicit period, terminal growth rates and discount rates;

Key audit matter	How our audit addressed the key audit matter
Considering the materiality and the inherent subjectivity	g)	Tested the mathematical accuracy of the management
which involves significant management judgment in predicting		computations;
future cash flow projections, recoverability of investments in	h)	Performed independent sensitivity analysis of aforesaid
subsidiaries has been considered to be a key audit matter for	h)	key assumptions to assess the effect of reasonably possible
the current period audit.	i)	variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and Evaluated the appropriateness and adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards.
	Based on the audit procedures performed, we determined that the management''s assertion on the recoverability of investments in subsidiaries is appropriate in the context of the standalone financial statements taken as a whole.
Revenue from operations: (refer note 1.3.9 and 26 to the	Our audit included, but was not limited to, the following procedures:
Standalone financial statements)	a)	Obtained an understanding of the management''s process for revenue
The Company recognizes revenue from sales of		recognition, judgments in estimation and accounting treatment of
pharmaceutical products, when control of the product is		discount schemes, returns, rebates and other price adjustments;
transferred. The Company records product sales net of	b)	Evaluated the design and tested the operating effectiveness of
estimated discounts, right to returns, rebates and other		the key controls, including general IT controls, key IT application
price adjustments. The actual point in time when revenue		controls exercised by the management, over recognition of
is recognized varies depending on the specific terms and		revenue and measurement of various discount, right to returns,
conditions of the sales contracts entered with customers.		rebates and other price adjustments;
Further, the Company has a large number of customers	c)	Performed substantive testing by selecting samples of revenue
operating in various geographies and sales contracts with		transactions pertaining to sale of products during the year and
customers have different terms relating to the recognition		verified the underlying supporting documents including contracts,
of revenue leading to material deductions from gross sales which includes discounts, right to return, rebates and other		agreements, sales invoices and dispatch/ shipping documents;
price adjustments in accordance with principles of Ind AS 115, "Revenue from Contracts with Customers" (''Ind AS 115'').	d)	Performed substantive testing by selecting samples of revenue transactions pertaining to sale of products during specific periods before and after year end to ensure that the correct amount of revenue is recorded in the correct period;
We identified the recognition of revenue from operations as a key audit matter because:	d)
	e)	Obtained management workings for amounts recognised
a) Accrual towards discounts, right to returns, rebates		towards discount schemes, right to returns and rebates and
and other price adjustments is complex and requires		other price adjustments during the year and as at year end. On
significant judgments and estimates in relation to		a sample basis, tested the underlying calculations for amounts
contractual agreements/ commercial terms across		recorded as accruals and provisions towards the aforementioned
various geographies. Any change in these estimates can		obligations, as per the terms of related schemes, contracts and
have a significant financial impact.		regulations and traced the underlying data to source documents;
b) The Company considers revenue as key benchmark	f)	Evaluated historical accuracy of the Company''s estimates of
for evaluating performances and hence, there is risk of		year-end accruals pertaining to aforesaid arrangements made
revenue being overstated due to pressure to achieve targets, earning expectations or incentive schemes linked		in the previous years to identify any management bias;
to performance for a reporting period.	g)	Tested the manual sales-related adjustments made to revenue comprising of variable consideration under Ind AS 115 to ensure the appropriateness of revenue recognition during the year; and
	h)	Evaluated the appropriateness and adequacy of disclosures given in the standalone financial statements in accordance with applicable accounting standards.
	Based on audit procedures performed, we determined that the revenue recognition and measurement is appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Standalone Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9 The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, including the manner prescribed in Rule 3(1) of Companies (Accounts) Rules 2014, except that the audit trail feature was not enabled at the database level until 7 June 2024 as further stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to maintenance of accounts and other matters connected therewith refer to our comments in paragraph 17(b) above on reporting under Section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us :

i. The Company, as detailed in note 38 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025.;

ii. As detailed in note 52, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025.;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than as disclosed in note 44(j) and note 44(k) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 44(f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in note 47B(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2025 which is subject to the approval of the members at the ensuing Annual General

Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on examination which included test checks, the Company in respect of financial year commencing on 1 April 2024, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility at the application level of the accounting software and the same has been operated throughout the year for all relevant transactions recorded in the software. The audit trail feature (edit log) at the database level for the direct changes was enabled from 7 June 2024 with access management tool. Further, during our audit we did not come across any instance of such audit trail features being tampered with where such feature was enabled. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention at application level since the commencement of audit trail requirement from 1 April 2023 and at the database level from 7 June 2024 onwards.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Adi P. Sethna

Partner

Membership No.: 108840

UDIN: 25108840BMNTWS9296

Place: Mumbai

Date: 13 May 2025

Mar 31, 2024

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024 and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to the key audit matters to be communicated in our report

Key audit matters

How our audit addressed the key audit matters

DPCO matters:

The Company has received various notices of demand from the National Pharmaceutical Pricing Authority (NPPA), Government of India, on account of alleged overcharging in respect of certain drugs under the Drugs (Prices Control) Orders (DPCO) in various years. The total demand against the Company as stated in NPPA public disclosure amounts to Rs. 3707 crores, as disclosed in note 38B to the standalone financial statements, of which there are :

a) Matters pending at Honourable Bombay High Court, wherein the Holding Company has deposited H 175.08 crore being 50% of the total demand of H 350.15 crore as at 1 August 2003 under protest pursuant to direction of Honourable Supreme Court of India; and

b) Other matters wherein based on facts and legal advice, the Company has recorded a charge of H 19.90 crores (including interest) during the year ended 31 March 2024 and carries a total provision of H 80.78 crores (including interest) as at 31 March 2024.

Our audit of DPCO matters included, but was not limited to, the

following procedures:

a) Obtained an understanding of the management''s process for updating the status of the matters, assessment of accounting treatment in accordance with Ind AS 37 and for measurement of amounts involved;

b) Evaluated the design and tested the operating effectiveness of key controls around above process;

c) Inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;

d) Obtained direct confirmation from the external legal counsel handling DPCO matters with respect to the legal determination of the liability arising from such matters, conclusion of the matters in accordance with the requirements of Ind AS 37 and disclosures to be made in the financial statements. Evaluated the response received from the external legal counsel to ensure that the conclusions reached are supported by sufficient legal rationale;

Key audit matters	How our audit addressed the key audit matters
The amounts involved are material and the application of	e) Assessed the appropriateness of methods used and the reliability
accounting principles as given under Ind AS 37, Provisions,	of underlying data for the calculations made for quantifying
Contingent Liabilities and Contingent Assets (''Ind AS 37''),	the amounts involved. Tested the arithmetical accuracy of such
in order to determine the amounts to be recognised as	calculations; and
liability or to be disclosed as a contingent liability or not,	f) Evaluated the adequacy of disclosures given in the standalone
is inherently subjective and needs careful evaluation and	financial statements, including disclosure of the significant litigations
significant judgement to be applied by the management	of the Company, in accordance with applicable accounting
Considering the materiality and the inherent subjectivity	standards.
which involves significant management judgment in	Based on the audit procedures performed, the judgements made by
predicting the outcome of the matter,	the management were reasonable and disclosures made in respect
DPCO matters have been considered to be a key audit	of these matters were appropriate in the context of the standalone
matter for the current period audit	financial statements taken as a whole.
Recoverability of investments in subsidiaries (Refer note 5):	Our audit included, but was not limited to, the following procedures:
The Company has investments of H 9,264.31 crores in	a) Obtained an understanding of the management''s process for
subsidiaries being carried at cost in accordance with	identification of impairment indicators and tested the design and
Ind AS 27, Separate Financial Statements. The Company	operating effectiveness of internal controls over such identification
assesses the recoverable amounts of each investment	and impairment measurement through fair valuation of identified
when impairment indicators exist by comparing the fair	investments;
value (less costs of disposal) and carrying amount of that	b) Involved auditor''s experts to assess the appropriateness of the
investment as on the reporting date.	valuation methodologies used by the management;
Management''s assessment of whether there are	c) Reconciled the cash flows to the business plans approved by the
impairment indications and estimate of the recoverable amounts of the identified investments determined through discounted cash flow valuation method requires significant	respective Board of Directors of the identified investee companies; d) Evaluated and challenged management''s assumptions such as implied growth rates during explicit period, terminal growth rate,
judgment in carrying out the impairment assessment. The key assumptions used in management''s assessment of the recoverable amounts include, but are not limited to,	targeting savings and discount rate for their appropriateness based on our understanding of the business of the respective investee companies, past results and external factors such as
projections of future cash flows, growth rates, discount rates, estimated future operating and capital expenditure.	industry trends and forecasts;
Changes to these assumptions could lead to material	e) Obtained and evaluated sensitivity analysis performed by the
changes in estimated recoverable amounts, resulting in	management on key assumptions of implied growth rates during
either impairment or reversals of impairment taken in prior	explicit period, terminal growth rates and discount rates;
years.	f) Tested the mathematical accuracy of the management
Considering the materiality and the inherent subjectivity	computations with regard to cash flows and sensitivity analysis;
which involves significant management judgment in	g) Performed independent sensitivity analysis of aforesaid key
predicting future cash flow projections, recoverability of	assumptions to assess the effect of reasonably possible variations
investments in subsidiaries has been considered to be a	on the current estimated recoverable amount for each of the
key audit matter for the current period audit	identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and h) Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards. Based on the audit procedures performed, we determined that the management''s assertion on the recoverability of investments in subsidiaries is appropriate in the context of the standalone financial statements taken as a whole.

Key audit matters	How our audit addressed the key audit matters
Revenue from operations: (refer note 1.3.9 and 26 to the	Our audit included, but was not limited to, the following procedures:
Standalone financial statements)	a)	Obtained an understanding of the management''s process
The Company recognizes revenue from the sales of		for revenue recognition (from sale to customers, out-licensing
pharmaceutical products to resellers or distributors,		arrangements and service fee), judgments in estimation and
service fee and out-licensing arrangements. The Company		accounting treatment of discount, the right to returns, rebates,
records product sales net of estimated discounts, the right		other price adjustments and regulatory compliance requirements;
to returns, rebates and other price adjustments. The actual	b)	Evaluated the design and tested the operating effectiveness of
point in time when revenue is recognised varies depending		the Company''s internal controls, including general IT controls,
on the specific terms and conditions of the sales contracts		key IT application controls exercised by the management, over
entered with customers.		recognition of revenue and measurement of various discount, the
Further, the Company has a large number of customers		right to returns, rebates and other price adjustments;
operating in various geographies and sales contracts with	c)	Evaluated the terms of the licensing arrangements to determine
customers have different terms relating to the recognition		satisfaction of performance obligations under the contracts
of revenue leading to material deductions from gross sales		for appropriate revenue recognition and tested allocation of
which includes discounts, the right to return, rebates and		consideration between performance obligations to verify deferral
other price adjustments.		of revenue in respect of unsatisfied performance obligations;
We identified recognition of revenue from operations as a	d)	Performed substantive testing by selecting samples of revenue
key audit matter because:		transactions pertaining to sale of products during the year and
a) Accrual towards discounts, the right to returns, rebates		during specific periods before and after the year-end. For the
and other price adjustments is complex and requires		samples selected, verified the underlying supporting documents
significant judgments and estimates in relation to		including contracts, agreements, sales invoices and dispatch/
contractual agreements/ commercial terms across		shipping documents to ensure that the correct amount of revenue
various geographies. Any change in these estimates		is recorded in the correct period;
can have a significant financial impact	e)	Obtained management workings for amounts recognised towards
b) The nature of out-licensing contracts are often		discount schemes, the right to returns and rebates and other price
inherently complex and unusual, requiring significant		adjustments during the year and as at year end. On a sample
management judgment to be applied in respect of		basis, tested the underlying calculations for amounts recorded as
revenue recognition.		accruals and provisions towards the aforementioned obligations,
c) The Company considers revenue as key benchmark		as per the terms of related schemes, contracts and regulations and
for evaluating performances and hence, there is risk of		traced the underlying data to source documents;
revenue being overstated due to pressure to achieve	f)	Evaluated historical accuracy of the Company''s estimates of year-
targets, earning expectations or incentive schemes		end accruals pertaining to aforesaid arrangements made in the
linked to performance for a reporting period.	g)	previous years to identify any management bias; Tested unusual non-standard journal entries based on certain criteria''s which impacts revenue recognized during the year;
	h)	Tested all the manual sales-related adjustments made to revenue comprising of variable consideration under Ind AS 115 to ensure the appropriateness of revenue recognition during the year; and
	i)	Evaluated the adequacy of disclosures given in the standalone financial statements in accordance with applicable accounting standards.
	Based on audit procedures performed, we determined that the revenue recognition and measurement is appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7 The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures and whether the financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17 Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, including the manner prescribed in Rule 3(1) of Companies (Accounts) Rules, 2014, except that the audit trail feature was not enabled at the database level as further stated in paragraph 17(h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the maintenance of accounts and other matters connected therewith refer to our comments in paragraph 17(b) above on reporting under Section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under rule 11(g) of the of the Companies (Audit and Auditors) Rules, 2014 (as amended).

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 38 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. As detailed in note 52, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv a. The management has represented that, to the best of its knowledge and belief, other than as disclosed in note 44(j) and note 44(k) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or

provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 44(f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2024 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in note 47 B(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March

2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on examination which included test checks, the Company in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility at the application level of the accounting software and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of such audit trail features being tampered with. The Audit trail feature (edit log) at the database level for the direct changes was not enabled, however, the Company had adequate controls in the accounting software such as strict user rights and access of administrator log in through the application layer.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Gautam Wadhera

Partner

Membership No.: 508835

UDIN: 24508835BKFFCO6403

Place: Mumbai

Date: 10 May 2024

Mar 31, 2023

To the Members of Cipla Limited

Report on the Audit of the Standalone Financial StatementsOpinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company''), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'')

specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters 4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters	How our audit addressed the key audit matters
DPCO matters:	Our	audit of DPCO matters included, but was not limited to, the
The Company is regulated by National Pharmaceutical Pricing	following procedures:
Authority, Government of India (NPPA). There are a number of legal and regulatory cases, of which the most significant Drugs (Prices Control) Orders (DPCO) as disclosed in Note 38B (ii) to the standalone financial statements, relating to overcharging of certain drugs under DPCO.	a)	Obtained an understanding of the management''s process for updating the status of the matters, assessment of accounting treatment in accordance with Ind AS 37, and for measurement of amounts involved;
According to NPPA''s public disclosure, the total demand against the Company aggregates to H 3,703.40 crores as at 31^st March, 2023, of which:	b)	Evaluated the design and tested the operating effectiveness of key controls around above process;
a) H 3,456.39 crores relates to matters pending at Honourable Bombay High Court, wherein the Holding Company has deposited H 175.08 crores being 50% of the total demand of H 350.15 crores as at 1^st August, 2003 under protest pursuant to direction of Honourable Supreme Court of India; and	c)	Inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;
b) H 247.01 crores relates to other matters, wherein based on facts and legal advice, the Company has recorded a charge of H 6.89 crores (including interest) during the year ended 31^st March, 2023 and carries a total provision of H 125.38 crores (including interest) as at 31^st March, 2023. The amounts involved are material and the application of accounting principles as given under Ind AS 37, Provisions, Contingent Liabilities and	d)	Obtained direct confirmation from the external legal counsel handling DPCO matters with respect to the legal determination of the liability arising from such matters, conclusion of the matters in accordance with the requirements of Ind AS 37 and disclosures to be made in the financial statements. Evaluated the response received from the external legal counsel to ensure that the conclusions reached are supported by sufficient legal rationale;
Contingent Assets (''Ind AS 37''), in order to determine the amounts to be recognised as liability or to be disclosed as a contingent liability or not, is inherently subjective and needs careful evaluation and significant judgement to be applied by the management.	e)	Assessed the appropriateness of methods used, and the reliability of underlying data for the calculations made for quantifying the amounts involved. Tested the arithmetical accuracy of such calculations; and

Key audit matters	How our audit addressed the key audit matters
Considering the materiality and the inherent subjectivity which involves	f) Evaluated the Company''s disclosures for adequate disclosure
significant management judgment in predicting the outcome of the	regarding the significant litigations of the Company.
matter, DPCO matters have been considered to be a key audit matter for	Based on the audit procedures performed, the judgements made by
the current period audit.	the management were reasonable and disclosures made in respect of these matters were appropriate in the context of the standalone financial statements taken as a whole.
Recoverability of investments in subsidiaries:	Our audit included, but was not limited to, the following procedures:
The Company has investments of H 9,029.34 crores in subsidiaries	a) Obtained an understanding of the management''s process for
being carried at cost in accordance with Ind AS 27, Separate Financial	identification of impairment indicators and tested the design
Statements. The Company assesses the recoverable amounts of each	and operating effectiveness of internal controls over such
investment when impairment indicators exist by comparing the fair	identification and impairment measurement through fair
value (less costs of disposal) and carrying amount of that investment as	valuation of identified investments;
on the reporting date.	b) Involved auditor''s experts to assess the appropriateness of the
The Company has recorded an impairment loss on investment in SABA	valuation methodologies used by the management;
Investment Limited of H 185.90 crores during the year ended 31^st March,	c) Reconciled the cash flows to the business plans approved by
2023. Refer note 5 to the standalone financial statements.	the respective Board of Directors of the identified investee
Management''s assessment of whether there are impairment indications	companies;
and estimate of the recoverable amounts of the identified investments	d) Evaluated and challenged management''s assumptions such as
determined through discounted cash flow valuation method requires	implied growth rates during explicit period, terminal growth rate,
significant judgment in carrying out the impairment assessment. The	targeting savings and discount rate for their appropriateness
key assumptions used in management''s assessment of the recoverable	based on our understanding of the business of the respective
amounts include, but are not limited to, projections of future cash	investee companies, past results and external factors such as
flows, growth rates, discount rates, estimated future operating and	industry trends and forecasts, including the possible impact of
capital expenditure. Changes to these assumptions could lead to material changes in estimated recoverable amounts, resulting in either impairment or reversals of impairment taken in prior years.	COVID -19 pandemic on such assumptions; e) Obtained and evaluated sensitivity analysis performed by the management on key assumptions of implied growth rates during
Considering the materiality and the inherent subjectivity which involves significant management judgment in predicting future cash flow projections, recoverability of investments in subsidiaries has been considered to be a key audit matter for the current period audit.	explicit period, terminal growth rates and discount rates; f) Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis; g) Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and h) Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards. Based on the audit procedures performed, we determined that the management''s assertion on the recoverability of investments in subsidiaries is appropriate in the context of the standalone financial statements taken as a whole.
Revenue from operations: (refer note 1.13 and 26 to the Standalone	Our audit included, but was not limited to, the following procedures:
financial statements)	a) Obtained an understanding of the management''s process for
The Company recognises revenue from the sales of pharmaceutical	revenue recognition (from sale to customers, out-licensing
products to resellers or distributors, out-licensing arrangements and	arrangements and service fee), judgments in estimation and
service fee. The Company recognises revenue from product sales when	accounting treatment of discount schemes, returns, rebates and
control of the product transfers, generally upon shipment or delivery	regulatory compliance requirements;

Key audit matters	How our audit addressed the key audit matters
to a customer. The Company records product sales net of estimated incentives/discounts, returns, rebates and other related charges. The actual point in time when revenue is recognised varies depending on the specific terms and conditions of the sales contracts entered with customers.	b)	Evaluated the design and tested the operating effectiveness of the Company''s internal controls, including general IT controls, key IT application controls exercised by the management, over recognition of revenue and measurement of various discount schemes, returns and rebates;
Further, the Company has a large number of customers operating in various geographies and sales contracts with customers have a variety of different terms relating to the recognition of revenue, the entitlement to sales rebates, the right to return and price adjustments. Sales arrangements in certain jurisdictions lead to material deductions to	c)	Evaluated the terms of the licensing arrangements to determine satisfaction of performance obligations under the contracts for appropriate revenue recognition and tested allocation of consideration between performance obligations to verify deferral of revenue in respect of unsatisfied performance obligations;
gross sales in arriving at revenue. The Company also has development and commercialisation arrangements relating to research and development of new products. This includes in-licensing and out-licensing arrangements and other types of complex agreements. We identified recognition of revenue	d)	Performed substantive testing by selecting samples of revenue transactions pertaining to sale of products during the year, and verified the underlying supporting documents including contracts, agreements, sales invoices and dispatch/shipping documents;
from operations as a key audit matter because: a) Accrual towards rebates, discounts, returns and allowances is complex and requires significant judgments and estimates in relation to contractual agreements/ commercial terms across	e)	Performed cut-off testing procedures by testing samples of revenue transactions recorded during the year in specific periods before and after year end to conclude there has not been overstatement/ understatement of revenue recorded for the year;
various geographies. Any change in these estimates can have a significant financial impact. b) The nature of development and commercialisation arrangements are often inherently complex and unusual, requiring significant management judgment to be applied in respect of revenue recognition. c) The Company considers revenue as key benchmark for evaluating	f)	Obtained management workings for amounts recognised towards discount schemes, returns and rebates during the year and as at year end. On a sample basis, tested the underlying calculations for amounts recorded as accruals and provisions towards the aforementioned obligations, as per the terms of related schemes, contracts and regulations, and traced the underlying data to source documents;
performances and hence, there is risk of revenue being overstated due to pressure to achieve targets, earning expectations or incentive schemes linked to performance for a reporting period.	g) Evaluated historical accuracy of the Company''s estimates of year-end accruals pertaining to aforesaid arrangements made in the previous years to identify any management bias; h) Tested all the manual sales-related adjustments made to revenue comprising of variable consideration under Ind AS 115 to ensure the appropriateness of revenue recognition during the year; and i) Evaluated the adequacy of disclosures in the standalone financial statements. Based on audit procedures performed, we determined that the revenue recognition and measurement is appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Financial Statements and Auditor''s Report thereon

5. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

10. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

6. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

8. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

9. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

13. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

14. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

15. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31^st March, 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 38 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^stMarch, 2023.;

ii. As detailed in note 52, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March, 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March, 2023;

iv. a. The management has represented that, to the best

of its knowledge and belief, other than as disclosed in note 44 (j) and note 44 (k) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 44 (f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified

in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31^st March, 2023 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in note 47 (B) (b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31^st March, 2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1^st April, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

UDIN: 23504662BGWGDY8126

Place: New Delhi

Date: 12^th May, 2023

Mar 31, 2022

Basis of opinion

Report on the Audit of the StandaloneFinancial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company''), which comprise the Balance Sheet as at 31^st March, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2022, its profit (including other comprehensive income), and its cash flows and the changes in equity for the year ended on that date.

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('' IC AI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Drugs (Prices Control) Orders (DPCO) matters

The Company is regulated by National Pharmaceutical Pricing Authority, Government of India (NPPA). There are a number of legal and regulatory cases, of which the most significant Drugs (Prices Control) Orders (DPCO) as disclosed in Note 37(B)(ii) to the standalone financial statements, relating to overcharging of certain drugs under DPCO.

According to NPPA''s public disclosure, the total demand against the Company aggregates to H 3,703.40 crores as at 31^stMarch, 2022, of which:

a) H 3,456.39 crores relates to matters pending at Honourable Bombay High Court, wherein the Holding Company has deposited H 175.08 crores being 50% of the total demand of H 350.15 crores as at 1^st August, 2003 under protest pursuant to direction of Honourable Supreme Court of India; and

b) H 247.01 crores relates to other matters, wherein based on facts and legal advice, the Company has recorded a charge of H 7.34 crores (including interest) during the year ended 31^st March, 2022 and carries a total provision of H 118.49 crores (including interest) as at 31^st March, 2022.

Our audit of DPCO matters included, but was not limited to, the

following procedures:

a) Obtained an understanding of the management''s process for updating the status of the matters, assessment of accounting treatment in accordance with Ind AS 37, and for measurement of amounts involved;

b) Evaluated the design and tested the operating effectiveness of key controls around above process;

c) Inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;

d) Obtained direct confirmation from the external legal counsel handling DPCO matters with respect to the legal determination of the liability arising from such matters, conclusion of the matters in accordance with the requirements of Ind AS 37 and disclosures to be made in the financial statements. Evaluated the response received from the external legal counsel to ensure that the conclusions reached are supported by sufficient legal rationale;

Key audit matter	How our audit addressed the key audit matter
The amounts involved are material and the application of	e) Assessed the appropriateness of methods used, and the
accounting principles as given under Ind AS 37, Provisions,	reliability of underlying data for the calculations made for
Contingent Liabilities and Contingent Assets (''Ind AS 37''), in	quantifying the amounts involved. Tested the arithmetical
order to determine the amounts to be recognised as liability	accuracy of such calculations; and
or to be disclosed as a contingent liability or not, is inherently	f) Evaluated the Company''s disclosures for adequate disclosure
subjective and needs careful evaluation and significant judgement to be applied by the management.	regarding the significant litigations of the Company. Based on the audit procedures performed, the judgements
Considering the materiality and the inherent subjectivity which	made by the management were reasonable and disclosures
involves significant management judgment in predicting the	made in respect of these matters were appropriate in the
outcome of the matter, DPCO matters have been considered to be a key audit matter for the current period audit.	context of the standalone financial statements taken as a whole.
Revenue from operations: (refer note 1.13 and 25 to the	Our audit included, but was not limited to, the following
Standalone financial statements) The Company recognises revenue from the sales of pharmaceutical products to resellers or distributors, out-licensing arrangements	procedures: a) Obtained an understanding of the management''s process for revenue recognition (from sale to customers, out-
and service fee. The Company recognises revenue from product sales when control of the product transfers, generally upon shipment or delivery to a customer. The Company	licensing arrangements and service fee), judgments in estimation and accounting treatment of discount schemes, returns, rebates and regulatory compliance requirements;
records product sales net of estimated incentives/discounts,	b) Evaluated the design and tested the operating
returns, rebates and other related charges. The actual point	effectiveness of the Company''s internal controls, including
in time when revenue is recognised varies depending on the	general IT controls, key IT application controls exercised
specific terms and conditions of the sales contracts entered	by the management, over recognition of revenue and
with customers.	measurement of various discount schemes, returns and rebates;
Further, the Company has a large number of customers
operating in various geographies and sales contracts with	c) Evaluated the terms of the licensing arrangements to
customers have a variety of different terms relating to the	determine satisfaction of performance obligations under
recognition of revenue, the entitlement to sales rebates, the	the contracts for appropriate revenue recognition and
right to return and price adjustments. Sales arrangements in	tested allocation of consideration between performance
certain jurisdictions lead to material deductions to gross sales	obligations to verify deferral of revenue in respect of
in arriving at revenue.	unsatisfied performance obligations;
The Company also has development and commercialisation	d) Performed substantive testing by selecting samples of
arrangements relating to research and development of	revenue transactions pertaining to sale of products
new products. This includes in-licensing and out-licensing	during the year, and verified the underlying supporting
arrangements and other types of complex agreements. We identified recognition of revenue from operations as a key	documents including contracts, agreements, sales invoices and dispatch/shipping documents;
audit matter because: a) Accrual towards rebates, discounts, returns and allowances	e) Performed cut-off testing procedures by testing samples of revenue transactions recorded during the year in specific periods before and after year end to conclude
is complex and requires significant judgments and estimates in relation to contractual agreements/ commercial terms across various geographies. Any change in these estimates	there has not been overstatement/ understatement of revenue recorded for the year;
can have a significant financial impact.	f) Obtained management workings for amounts recognised towards discount schemes, returns and rebates during the
b) The nature of development and commercialisation	year and as at year end. On a sample basis, tested the
arrangements are often inherently complex and unusual,	underlying calculations for amounts recorded as accruals
requiring significant management judgment to be applied	and provisions towards the aforementioned obligations,
in respect of revenue recognition.	as per the terms of related schemes, contracts and regulations, and traced the underlying data to source documents; g) Evaluated historical accuracy of the Company''s estimates of year-end accruals pertaining to aforesaid arrangements made in the previous years to identify any management bias;

Key audit matter	How our audit addressed the key audit matter
c) The Company considers revenue as key benchmark	h) Tested all the manual sales-related adjustments made
for evaluating performances and hence, there is risk of	to revenue comprising of variable consideration under
revenue being overstated due to pressure to achieve	Ind AS 115 to ensure the appropriateness of revenue
targets, earning expectations or incentive schemes linked	recognition during the year; and
to performance for a reporting period.	i) Evaluated the adequacy of disclosures in the standalone financial statements. Based on audit procedures performed, we determined that the revenue recognition and measurement is appropriate in the context of the standalone financial statements taken as a whole.
Recoverability of investments in subsidiaries:	Our audit included, but was not limited to, the following
The Company has investments of H 8,877.47 crores in subsidiaries being carried at cost in accordance with Ind AS 27, Separate Financial Statements. The Company assesses the recoverable amounts of each investment when impairment indicators exist by comparing the fair value (less costs of disposal) and carrying amount of that investment as on the reporting date. Management''s assessment of whether there are impairment indications and estimate of the recoverable amounts of the identified investments determined through discounted cash	procedures: a) Obtained an understanding of the management''s process for identification of impairment indicators and tested the design and operating effectiveness of internal controls over such identification and impairment measurement through fair valuation of identified investments; b) Involved auditor''s experts to assess the appropriateness of the valuation methodologies used by the management;
flow valuation method requires significant judgment in carrying	c) Reconciled the cash flows to the business plans approved
out the impairment assessment. The key assumptions used	by the respective Board of Directors of the identified
in management''s assessment of the recoverable amounts	investee companies;
include, but are not limited to, projections of future cash flows,	d) Evaluated and challenged management''s assumptions
growth rates, discount rates, estimated future operating and	such as implied growth rates during explicit period,
capital expenditure. Changes to these assumptions could	terminal growth rate, targeting savings and discount rate
lead to material changes in estimated recoverable amounts,	for their appropriateness based on our understanding of
resulting in either impairment or reversals of impairment taken	the business of the respective investee companies, past
in prior years.	results and external factors such as industry trends and
Considering the materiality and the inherent subjectivity	forecasts, including the possible impact of COVID-19
which involves significant management judgment in predicting	pandemic on such assumptions;
future cash flow projections, recoverability of investments in	e) Obtained and evaluated sensitivity analysis performed by
subsidiaries has been considered to be a key audit matter for	the management on key assumptions of implied growth
the current period audit.	rates during explicit period, terminal growth rates and discount rates; f) Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis; g) Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and h) Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards. Based on the audit procedures performed, we determined that the management''s assertion on the recoverability of investments in subsidiaries is appropriate in the context of the standalone financial statements taken as a whole.

Key audit matter	How our audit addressed the key audit matter
Provision for Obsolescence of Inventory (refer note 1.3.2(v),	Our audit of provision for obsolescence of inventory included,
1.11 and 9 to the standalone financial statements)	but was not limited to, the following procedures:
The Company held inventories aggregating H 3,199.05 crores	a) Obtained an understanding of management''s process to
as at 31^st March, 2022 comprising of raw materials, work-in-	identify slow-moving, obsolete and other non-saleable
progress, stock-in-trade, finished goods, packaging materials	inventory, and process of consequent measurement of
and stores, spares and consumables, on which the Company	required provision for obsolescence.
has recorded an obsolescence provision amounting to H 494.86	b) Evaluated the appropriateness of related accounting
crores during the current year.	policies adopted by the Company in accordance with the
At each reporting period end, the management assesses	requirements of Ind AS 2 (''Ind AS 2'');
whether there is any objective evidence indicating that the net	c) Evaluated the design, implementation and tested the
realisable value of any item of inventory is below its carrying	operating effectiveness of key controls that the Company
value. If so, such inventories are written down to their net realisable value in accordance with the requirements of Ind AS 2, Inventories (''Ind AS 2'').	has in relation to aforesaid process; d) Evaluated the nature, source and reliability of all the
	information used by the management for arriving at the
The factors that the Company considers in determining the	estimates for determination of provision for obsolescence
provision for slow moving, obsolete and other non-saleable inventory include estimated remaining shelf life, product	of inventory; e) For the provisions made in respect of expired or near-
discontinuances, price changes, ageing of inventory and introduction of competitive new products, to the extent each of these factors impact the Company''s business and markets. The	expiry inventory balances, tested such identification from the batch-wise expiry information and reperformed computations to validate the accuracy and completeness
Company considers all these factors and adjusts the inventory provision to reflect its actual experience on a periodic basis.	of such provision estimates; f) For the provisions made in respect of other non-saleable
Considering the inherent nature of the industry, particularly limited useful life of inventories, the aforesaid determination is complex on account of estimation of consumption patterns,	inventory, discussed with the senior management the triggers taken into account for such identification and evaluated the same in view of our understanding of the
prescription patterns, alternate product availability, alternate	business and industry conditions. Assessed the projected
uses, changing regulations, which involves significant	sale estimates made by the management in respect
management judgement and high estimation uncertainty.	of balance inventory of aforesaid specific products
This complexity was particularly further increased during the current year due to introduction of certain products in	that is expected to be sold in the near future, for its appropriateness basis past trends and market conditions.
Company''s portfolio leading to an increased charge to the Statement of Profit and Loss in the current year as compared	Further, reperformed computations to validate the accuracy and completeness of such provision estimates;
to earlier years in this respect. Considering the above, provision for obsolescence of inventory	and g) Evaluated appropriateness of disclosures made in the
has been considered as key audit matter for the current period audit.	financial statements. Based on the audit procedures performed, the management''s assessment provision for obsolescence of inventory balances was determined to be appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2022 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31^st March, 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 37 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^st March, 2022.

ii. As detailed in note 50, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March, 2022;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March, 2022;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than as disclosed in note 43 (j) and 43 (k) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity(ies), including foreign entities (''the intermediaries''),

with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 43 (f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31^st March, 2022 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in note 46 (B) (b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31^st March, 2022 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

UDIN: 22504662AISJDR8526

Place: Mumbai

Date: 10^th May, 2022

Mar 31, 2021

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (''the Company''), which comprise the Balance Sheet as at 31^st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31^st March, 2021, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Drugs (Prices Control) Orders (DPCO) matters:

The Company is regulated by National Pharmaceutical Pricing Authority, Government of India (NPPA). There are number of legal and regulatory cases, of which the most significant is under Drugs (Prices Control) Orders (DPCO) as disclosed in Note 39 to the standalone financial statements, relating to overcharging of certain drugs under DPCO.

According to NPPA''s public disclosure, the total demand against the Company aggregates to H 3,676.07 crore as at 31^st March, 2021, of which:

a) H 3,456.39 crore relates to matters pending at Honourable Bombay High Court, wherein the Company has deposited H 175.08 crore being 50% of the total demand of H 350.15 crore as at 1^st August, 2003 under protest pursuant to direction of Honourable Supreme Court of India; and

Our audit of DPCO matters included, but was not

limited to, the following procedures:

a) Obtained an understanding of the management''s process for updating the status of the matters, assessment of accounting treatment in accordance with Ind AS 37, and for measurement of amounts involved;

b) Evaluated the design and tested the operating effectiveness of key controls around above process;

c) Inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. Tested the objectivity and competence of such management experts involved;

Key audit matter	How our audit addressed the key audit matter
b) H 219.68 crore relates to other matters, wherein	d)	Obtained direct confirmation from the external
based on facts and legal advice, the Company		legal counsel handling DPCO matters with respect
has recorded a charge of H 6.89 crore (including		to the legal determination of the liability arising
interest) during the year ended 31^st March, 2021		from such litigation, conclusion of the matters
and carries a total provision of H 111.15 crore		in accordance with the requirements of Ind AS
(including interest) as at 31^st March, 2021.		37 and disclosures to be made in the financial
The amounts involved are material and the application of accounting principles as given under Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets (''Ind AS 37''), in order to determine the amounts		statements. Evaluated the response received from the external legal counsel to ensure that the conclusions reached are supported by sufficient legal rationale;
to be recognised as liability or to be disclosed as a	e)	Assessed the appropriateness of methods used,
contingent liability or not, is inherently subjective and		and the reliability of underlying data for the
needs careful evaluation and significant judgement to		calculations made for quantifying the amounts
be applied by the management.		involved. Tested the arithmetical accuracy of
Considering the materiality and the inherent		such calculations; and
subjectivity which involves significant management judgement in predicting the outcome of the matter, DPCO matters have been considered to be a key audit matter for the current period audit.	f)	Evaluated the Company''s disclosures for adequate disclosure regarding the significant litigations of the Company.
	Based on the audit procedures performed, the judgements made by the management were reasonable and disclosures made in respect of these matters were appropriate in the context of the standalone financial statements taken as a whole.

Revenue from operations: (refer note 1 and 27 to the Standalone financial statements)

The Company recognises revenue from the sales of pharmaceutical products to resellers or distributors, out licensing arrangements and service fee. The Company recognises revenue from product sales when control of the product transfers, generally upon shipment or delivery to a customer. The Company records product sales net of estimated incentives/ discounts, returns, rebates and other related charges. The actual point in time when revenue is recognised varies depending on the specific terms and conditions of the sales contracts entered with customers.

Further, the Company has a large number of customers operating in various geographies and sales contracts with customers have a variety of different terms relating to the recognition of revenue, the entitlement to sales rebates, the right to return and price adjustments. Sales arrangements in certain jurisdictions lead to material deductions to gross sales in arriving at revenue.

Our audit included, but was not limited to, the following

procedures:

a) Obtained an understanding of the management''s process for revenue recognition (from sale to customers, out-licensing arrangements and service fee), judgements in estimation and accounting treatment of discount schemes, returns, rebates and regulatory compliance requirements;

b) Evaluated the design and tested the operating effectiveness of the Company''s internal controls, including general IT controls, key IT application controls exercised by the management, over recognition of revenue and measurement of various discount schemes, returns and rebates;

c) Evaluated the terms of the licensing arrangements to determine satisfaction of performance obligations under the contracts for appropriate revenue recognition and tested allocation of consideration between performance obligations to verify deferral of revenue in respect of unsatisfied performance obligations;

Key audit matter	How our audit addressed the key audit matter
The Company also has development and	d)	Performed substantive testing by selecting
commercialisation arrangements relating to research		samples of revenue transactions pertaining to
and development of new products. This includes in-		sale of products during the year, and verified
licensing and out-licensing arrangements and other		the underlying supporting documents including
types of complex agreements.		contracts, agreements, sales invoices and dispatch/shipping documents;
We identified the recognition of revenue from
operations as a key audit matter because:	e)	Performed cut-off testing procedures by testing samples of revenue transactions recorded during
a) Accrual towards rebates, discounts, returns and		the year in specific periods before and after year
allowances is complex and requires significant		end to conclude there has not been overstatement/
judgements and estimates in relation to contractual		understatement of revenue recorded for the year;
agreements/ commercial terms across various
geographies. Any change in these estimates can	f)	Obtained management workings for amounts
have a significant financial impact.		recognised towards discount schemes, returns and rebates during the year and as at year end. On a
b) The nature of development and commercialisation		sample basis, tested the underlying calculations
arrangements are often inherently complex		for amounts recorded as accruals and provisions
and unusual, requiring significant management		towards the aforementioned obligations, as
judgement to be applied in respect of revenue		per the terms of related schemes, contracts and
recognition.		regulations, and traced the underlying data to
c) The Company considers revenue as key benchmark		source documents;
for evaluating performances and hence, there is	g)	Evaluated historical accuracy of the Company''s
risk of revenue being overstated due to pressure to	g)	estimates of year-end accruals pertaining to
achieve targets, earning expectations or incentive		aforesaid arrangements made in the previous
schemes linked to performance for a reporting		years to identify any management bias;
period.
	h)	Tested all the manual sales-related adjustments
d) Considering the widespread impact of the	h)	made to revenue comprising of variable
outbreak due to COVID-19, point of transfer of		consideration under Ind AS 115 to ensure the
goods control (transit days) and probability of		appropriateness of revenue recognition during
collection from customers was required to be re-		the year; and
assessed in certain geographies.
	i)	Evaluated the adequacy of disclosures in the standalone financial statements.
	Based on audit procedures performed, we determined
	that the revenue recognition and measurement is
	appropriate in the context of the standalone financial
	statements taken as a whole.

Recoverability of investments in subsidiaries:

The Company has investments of H 7,671.38 crore in subsidiaries being carried at cost in accordance with Ind AS 27, Separate Financial Statements. The Company assesses the recoverable amounts of each investment when impairment indicators exist by comparing the fair value (less costs of disposal) and carrying amount of that investment as on the reporting date.

Our audit included, but was not limited to, the following procedures:

a) Obtained an understanding of the management''s process for identification of impairment indicators and tested the design and operating effectiveness of internal controls over such identification and impairment measurement through fair valuation of identified investments;

Key audit matter	How our audit addressed the key audit matter
The Company has recorded an impairment loss on	b)	Involved auditor''s experts to assess the
investment in Cipla Biotec Limited (formerly known as		appropriateness of the valuation methodologies
Cipla Biotec Private Limited) of H 10.88 crore during		used by the management;
the year ended 31^st March, 2021. Refer note 5 to the standalone financial statements.	c)	Reconciled the cash flows to the business plans
Management''s assessment of whether there		approved by the respective Board of Directors of the identified investee companies;
are impairment indications and estimate of the recoverable amounts of the identified investments	d)	Evaluated and challenged management''s
determined through discounted cash flow valuation		assumptions such as implied growth rates during
method requires significant management judgement		explicit period, terminal growth rate, targeting
in carrying out the impairment assessment. The key		savings and discount rate for their appropriateness
assumptions used in management''s assessment of		based on our understanding of the business of
the recoverable amounts include, but are not limited		the respective investee companies, past results
to, projections of future cash flows, growth rates,		and external factors such as industry trends
discount rates, estimated future operating and capital		and forecasts, including the possible impact of
expenditure. Changes to these assumptions could		COVID-19 pandemic on such assumptions;
lead to material changes in estimated recoverable	e)	Obtained and evaluated sensitivity analysis
amounts, resulting in either impairment or reversals of impairment taken in prior years.	e)	performed by the management on key assumptions
		of implied growth rates during explicit period,
Considering the materiality of amounts involved, and		terminal growth rates and discount rates;
the inherent subjectivity involved in estimating future	f)	Tested the mathematical accuracy of the
cash flows which required significant management	f)	management computations with regard to cash
judgement, assessment of impairment losses to be		flows and sensitivity analysis;
recognised, if any, on the carrying value of aforesaid investments has been considered to be a key audit	g)	Performed independent sensitivity analysis of
matter for the current period audit.		aforesaid key assumptions to assess the effect
	h)	of reasonably possible variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amount; and Evaluated the adequacy of disclosures given in
	the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards. Based on the audit procedures performed, we
	determined that the management''s assertion on
	the	recoverability of investments in subsidiaries is
	appropriate in the context of the standalone financial
	statements taken as a whole.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

o Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control;

o Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)0) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

o Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

o Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. Based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure I, as required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2021 from being appointed as a director in terms of Section 164(2) of the Act;

f) We have also audited the internal financial controls with reference to financial statements of the Company as on 31^st March, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 14^th May, 2021 as per Annexure II expressed unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^st March, 2021;

ii. As detailed in note 51 to the standalone financial statements, the Company did not have any long-term contracts including

b i

derivative contracts for which there were any material foreseeable losses as at 31^st March, 2021;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March, 2021; and

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8^th November, 2016 to 30^th December, 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

UDIN: 21504662AAAADJ4428

Place: New Delhi

Date: 14^th May, 2021

Mar 31, 2019

Report on the standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements of Cipla Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31^st March, 2019, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the financial year ended 31^st March, 2019 (âthe current periodâ). These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
DPCO matters: The Company operates in an industry which	Our audit of DPCO matters included, but was not limited to, the following procedures:
is regulated by authorities such as National	a) Obtained an understanding of the managementâs
Pharmaceutical Pricing Authority, Government of	process for updating the status of the legal case,
India (NPPA), The Food and Drug Administration,	assessment of accounting treatment in accordance
United States of America (USFDA) and other	with Ind AS 37, and for measurement of amounts
regulators in respective countries, which increases inherent compliance and litigation risks. There are	involved.
number of legal and regulatory cases, of which the	b) Evaluated the design and tested the operating
most significant is a litigation under Drugs (Prices	effectiveness of key controls around above
Control) Orders Act (DPCO) as disclosed in Note 39B to the standalone financial statements, relating to overcharging of certain drugs under the DPCO.	process.

According to NPPAâs public disclosure, the total	c) Inspected correspondence with the Companyâs
demand against the Company aggregates to	external legal counsel in order to corroborate our
RS.2,655.09 crore as at 31^st March, 2019, of which:	understanding of these matters, accompanied by
	discussions with both internal and external legal
a) RS.2,457.47 crore relates to matters pending at	counsels. Tested the objectivity and competence
Honourable Bombay High Court, wherein the	of such management experts involved.
Company has deposited RS.175.08 crore being
50% of the total demand of RS.350.15 crore as at 1^st	d) Obtained direct confirmation from the external
August, 2003 under protest pursuant to direction	legal counsel handling DPCO matters with respect
of Honourable Supreme Court of India; and	to the legal determination of the liability arising
	from such litigation, and assessment of resulting
b) RS.197.62 crore relates to other matters, wherein	provision recognised and disclosures to be made
based on facts and legal advice, the Company	in the financial statements in accordance with
has recorded a charge of RS.8.08 crore (including	requirements of Ind AS 37. Evaluated the response
interest) during the year ended 31^st March, 2019	received from the legal counsel to ensure that the
and carries a total provision of RS.98.49 crore	conclusions reached are supported by sufficient
(including interest) as at 31^st March, 2019.	legal rationale.
The amounts involved are material and the	e) Assessed the appropriateness of methods used,
application of accounting principles as given under	and the reliability of underlying data for the
Ind AS 37, Provisions, Contingent Liabilities and	underlying calculations made for quantifying
Contingent Assets, in order to determine the amount	the amounts involved. Tested the arithmetical
to be recognised as a liability or to be disclosed as a	accuracy of such calculations.
contingent liability, is inherently subjective, and needs
careful evaluation and judgement to be applied by	f) Evaluated the Companyâs disclosures for accuracy
the management. Key judgements are also made	and adequacy regarding the significant litigations
by the management in estimating the amount of	of the Company.
liabilities, provisions and/or contingent liabilities
related to aforementioned litigation.	Based on the audit procedures performed, the
	judgements made by management were reasonable
Considering the materiality and the inherent	and disclosures made in respect of these matters
subjectivity which involves significant management	were appropriate in the context of the standalone
judgement in predicting the outcome of the matter	financial statements taken as a whole.
and estimating the potential impact on cash flows in
case of unfavourable outcome, DPCO matters have
been considered to be a key audit matter for the
current period audit.
Recoverability of investments in subsidiaries:	Our audit included, but was not limited to, the
	following procedures:
The Company has investments in subsidiaries of
RS.3,803.61 crore being carried at cost in accordance	a) Obtained an understanding of the managementâs
with Ind AS 27, Separate Financial Statements. The	process for identification of impairment indicators,
Company assesses the recoverable amount of each	and tested the design and operating effectiveness
investment when impairment indicators exist by	of internal controls over such identification and
comparing the fair value and carrying amount of the	impairment measurement through fair valuation of
investment as on the reporting date. Refer note 5 to	each of the identified investments.
the standalone financial statements.

Managementâs assessment whether there are	b) Involved auditorâs experts to assess the
impairment indicators and determination of the	appropriateness of the valuation methodologies
recoverable amounts of the identified investments including the most appropriate valuation method	used by the management.
to use discounted cash flow requires estimation and	c) Reconciled the cash flows to the business plans
judgement around the underlying business plans	approved by the respective Board of Directors of
and assumptions used in valuation methods. The key	the identified investee companies.
assumptions used in managementâs assessment of	d) Evaluated and challenged managementâs
the recoverable amounts include, but are not limited	assumptions such as implied growth rates during
to, projections of future cash flows, growth rates,	explicit period, terminal growth rate, targeted
discount rates. Changes to these assumptions could	savings and discount rate for their appropriateness
lead to material changes in estimated recoverable	based on our understanding of the business of
amounts, resulting in either impairment or reversals	the respective investee companies, past results
of impairment taken in prior years.	and external factors such as industry trends and
Considering the materiality of amounts involved, and	forecasts.
the inherent subjectivity involved in estimating future	e) Obtained and evaluated sensitivity analysis
cash flows which required significant management	performed by the management on key assumptions
judgement, assessment of impairment losses to be	of implied growth rates during explicit period,
recognised, if any, on the carrying value of identified investments has been considered to be a key audit	terminal growth rate and discount rate.
matter for the current period audit.	f) Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis. g) Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for each of the identified investments to evaluate sufficiency of headroom between recoverable value and carrying amounts. h) Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with applicable accounting standards. Based on the audit procedures performed, we determined that the carrying values of investments in subsidiaries are appropriate in the context of the standalone financial statements taken as a whole.

Information other than the Financial Statements and Auditorâs Report thereon

6. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditorâs report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

7. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

o Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

o Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

o Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

o Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act;

f) We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31^st March, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 22^nd May, 2019 as per Annexure II expressed unmodified opinion;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^st March, 2019;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March, 2019;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March, 2019;

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8^th November, 2016 to 30^th December, 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The Company has a regular program of physical verification of its property, plant and equipment under which property, plant and equipment are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain property, plant and equipment were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head âproperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification, discrepancies noticed on such verification have been properly dealt with in the books of account.

(iii) The Company has granted interest free unsecured loans to one company covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) In our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest.

(b) The schedule of repayment of principal has been stipulated and the receipts of the principal amount are regular;

(c) There is no overdue amount in respect of loans granted to such company.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, goods and service tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) There are no dues in respect of sales-tax, service tax and duty of customs, that have not been deposited with the appropriate authorities on account of any dispute. The dues outstanding in respect of income-tax, duty of excise, goods and service tax and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (in Rs. crores)	Amount paid under Protest (in Rs. crores)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income tax	185.51	123.70	2008-09 2009-10 2013-14 and 2015-16	CIT Appeals
Income Tax Act, 1961	Income tax	61.33	61.33	2014-15	ITAT
The Central Excise Act, 1944	Excise duty	3.96	0.17	2015-16 to 2016-17	Additional Commissioner
The Central Excise Act, 1944	Excise duty	1.03	0.03	2011-12 to 2017-18	Assistant Commissioner
The Central Excise Act, 1944	Excise duty	1.58	-	1999-00 to 2003-04	CESTAT (EZB)
The Central Excise Act, 1944	Excise duty	6.90	1.31	2010-11 to 2013-14	CESTAT (EZB)
The Central Excise Act, 1944	Excise duty	23.32	1.44	2007-08 to 2013-14	CESTAT (SZB)
The Central Excise Act, 1944	Excise duty	42.21	1.83	2014-15 to 2015-16	CESTAT (SZB)
The Central Excise Act, 1944	Excise duty	18.28	0.40	2000-01 to 2005-06	CESTAT (WZB)
The Central Excise Act, 1944	Excise duty	56.50	2.48	2007-08 to 2015-16	CESTAT (WZB)
The Central Excise Act, 1944	Excise duty	8.43	0.49	2007-08 to 2014-15	Commissioner (Appeals)
The Central Excise Act, 1944	Excise duty	0.94	0.04	2009-10 to 2011-12	Deputy Commissioner
The Central Excise Act, 1944	Excise duty	0.17	0.01	2001-02 to 2006-07	Honâble Bombay High Court
The Central Excise Act, 1944	Excise duty	0.12	-	2015-16	Joint Commissioner
The Central Excise Act, 1944	Excise duty	0.04	-	2000-01 to 2006-07	Honâble Supreme Court
The Central Goods and Service Tax Act, 2017	Central Goods and Service tax (GST)	0.09		2016-17	Superintendent of GST, Mumbai
Bihar Vat Act, 2005	VAT	1.15		2014-15 to 2016-17	Patna Appellate Authority
Goa Vat Act, 2005	VAT	0.12	-	2006-07	Directorate, Goa
Gujarat Vat Act, 2005	VAT	0.38	0.13	2013-14	JCCT -Ahmedabad
Karnataka Vat Act, 2003	VAT	1.00	0.27	2012-13	Karnataka Appellate Authority
Maharashtra Vat Act, 2002	VAT	0.45	0.07	2002-03 to 2013-14	Deputy Commissioner
Rajasthan Vat Act, 2003	VAT	4.35	0.42	2002-03 to 2012-13	Rajasthan Tax Board - Ajmer

Tamil Nadu Vat Act, 2006	VAT	0.26	-	2011-12	Joint Commissioner
Uttar Pradesh Vat Act, 2008	VAT	0.09	0.04	2011-12	Uttar Pradesh Appellate Authority
West Bengal Vat Act, 2003	VAT	2.82	0.26	2001-02 to 2015-16	Tribunal/ Commissioner

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) According to the information and explanation given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the standalone financial statements as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Accordingly, provision of clause 3(xiv) of the Order are not applicable.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure II Independent Auditorâs Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

1. In conjunction with our audit of the standalone financial statements of Cipla Limited (âthe Companyâ) as at and for the year ended 31^st March, 2019, we have audited the internal financial controls over financial reporting (âIFCoFRâ) of the Company as at that date.

Managementâs Responsibility for Internal Financial Controls

2. The Companyâs Board of Directors is responsible for establishing and maintaining internal financial controls based on internal control financial reporting criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of Internal Financial Control over Financial Reporting (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companyâs business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on the Companyâs IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A companyâs IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31^st MarcRs.2019, based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on audit of Internal Financial Control over Financial Reporting issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: 22^nd May, 2019

Mar 31, 2018

Report on the standalone financial statements

1. We have audited the accompanying standalone financial statements of Cipla Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs responsibility for the standalone financial statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on other legal and regulatory requirements

9. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 22 May 2018 as per Annexure II expressed an unmodified opinion.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 40 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I to the Independent Auditorâs Report of even date to the members of Cipla Limited, on the standalone financial statements for the year ended 31 March 2018

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on such verification. Discrepancies noticed on physical verification have been properly dealt with in the books of account.

(iii) The Company has granted interest free unsecured loans to one company covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) In our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the companyâs interest.

(b) The schedule of repayment of principal has been stipulated and the receipts of the principal amount are regular;

(c) There is no overdue amount in respect of loans granted.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans given, investments made, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, goods and service tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) There are no dues in respect of sales-tax, service tax and duty of customs, that have not been deposited with the appropriate authorities on account of any dispute.

The dues outstanding in respect of income-tax, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in crore)	Amount paid under Protest (Rs. in crore)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income tax	265.13	183.08	2008-09 to 2014-15	CIT Appeals
The Central Excise Act, 1944	Excise duty	65	2	2008-09 to 2015-16	CESTAT Bangalore
The Central Excise Act, 1944	Excise duty	3	-	2007-08 to 2014-15	Commissioner Appeals
The Central Excise Act, 1944	Excise duty	40	2	2007-08 to 2015-16	CESTAT Mumbai
The Central Excise Act, 1944	Excise duty	7	1	2011-12 to 2013-14	CESTAT Kolkata
The Central Excise Act, 1944	Excise duty	1	-	2015-16 to 2016-17	Additional Commissioner
The Central Excise Act, 1944	Excise duty	8	-	2015-16 to 2017-18	Principal Commissioner
Bihar Vat Act, 2005	VAT	1	-	2013-14	Tribunal
Bihar Vat Act, 2005	VAT	1	-	2014-15 to 2016-17	Appeal Court
Gujarat Vat Act, 2005	VAT	14	-	2013-14	JCCT- Ahmedabad
Maharashtra Value Added Tax, 2002	VAT	1	-	2002-03 to 2012-13	DY. Commissioner of Sales tax-LTU
Rajasthan Vat Act, 2003	VAT	1	-	2002-03 to 2012-13	Rajasthan Tax Board - Ajmer
Rajasthan Vat Act, 2003	VAT	3	-	2008-09 to 2012-13	Rajasthan Tax Board - Ajmer

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institutions or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) According to the information and explanation given us, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Accordingly, provision of clause 3(xiv) of the order are not applicable.

(xv) In our opinion, the company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: 22 May 2018

Mar 31, 2017

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Cipla Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31^st March, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The comparative financial information for the year ended 31^st March, 2016 and the transition date opening balance sheet as at 1^st April, 2015 prepared in accordance with Ind AS included in these standalone financial statements, are based on the previously issued statutory financial statements for the year ended 31^st March, 2016 and 31^st March,

2015 respectively prepared in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) which were audited by the predecessor auditor whose reports dated 24^th May, 2016 and 29^th May, 2015 respectively expressed unmodified opinion on those standalone financial statements, and have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31^st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 25^thMay, 2017 as per Annexure II expressed unmodified opinion;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 43 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. The Company, as detailed in note 54 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the Company.

AnnexureI

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted interest free unsecured loan to one company, and interest bearing unsecured loan to one company, which are covered in register maintained under section 189 of the Companies Act, 2013. With respect to these loans:

(a) In our opinion the terms and conditions of grant of such loans are not prejudicial to the companyâs interest.

(b) The schedule and repayment of principal for interest free loan and non-interest free loan are stipulated. The borrowers have been regular in the payment of principal and interest as stipulated.

(c) There are no overdue loans in respect of loans granted.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to loans given, investments made and guarantees and securities given.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they become payable.

(b) There are no dues in respect of duty of customs, and Cess that have not been deposited with the appropriate authorities on account of any dispute.

The particulars of dues outstanding in respect of income tax, sales tax, service tax, value added tax (âVATâ) and duty of excise that have not been deposited on account of any dispute as at 31^st March, 2017 and forum where these disputes are pending, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in crore)	Amount paid under Protest (Rs. in crore)	Period to which the amount relates	Forum where dispute is pending

The Central Excise Act, 1944	Excise Duty	64 67		2008-09 -2015-16	CESTAT (Karnataka)
		6 70		2011-12 -2013-14	CESTAT (Kolkata)
		40 61		2006-07 -2015-16	CESTAT (Mumbai)
		2 36		2005-06 -2015-16	Commissioner Appeals Pune
		2.54	0.13	2008-09 -2014-15	Commissioner Appeals Bangalore
		0.02	0.01	2001-02 -2006-07	High Court -Mumbai
Maharashtra Vat Act, 2002	VAT	0 04	-	2002-03	Jt. Commissioner of Sales - Nagpur
		0.41	-	2006-07 -2007-08	Dy. Commissioner of Sales Tax - LTU
Goa VAT Act, 2005	VAT	0.49	-	2005-06	Directorate of Commercial Taxes, Govt. of Goa
Tamil Nadu Vat Act, 2006	VAT	0.26	-	2011-12	Office of Joint Commissioner -Chennai
Gujarat Vat Act, 2005	VAT	040	-	2012-13	Assessing Officer
Uttar Pradesh Vat Act, 2008	VAT	0 14	-	2007-08	Appeal Court
West Bengal Vat Act, 2003	VAT	0 71	0 02	2001-02	Tribunal
Income Tax Act, 1961	Income Tax	64.81	64 81	2011-14	CIT Appeals
		32.04	32 04	1995-96 to 2010-11	High Court
		3.44	3 44	1994-95 to 2009-10	Various

(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) I n our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Accordingly, provisions of clause 3(xiv) of the Order are not applicable.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

per Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: 25^th May, 2017

Mar 31, 2016

1. We have audited the accompanying standalone financial statements of Cipla Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in sub-section (5) of section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10) of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016, and its profits and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure 1, a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

10. Further to our comments in Annexure 1, as required by sub-section (3) of section 143 of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of sub-section (2) of section 164 of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure 2'';

g. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Notes 37, 38 and 39 to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure 1 to the Independent Auditors'' Report

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and in our opinion, we report that:

1. a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets, other than situation of furniture and fixtures and office equipments where the situation recorded is the location of the Company''s different establishments.

b. The Company has a policy of physically verifying its fixed assets in a phased manner to cover all the assets of the Company in a block of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the Management and discrepancies noticed during the physical verification, which were not material, have been appropriately dealt with in the books of account.

c. The title deeds of the immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the Management at reasonable intervals during the year. The verification was done on the basis of the perpetual inventory system operated by the Company. The discrepancies noticed on physical verification of inventory, as compared with the book records, were not material and have been properly dealt with in the books of account. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

3. The Company has granted interest free unsecured loan to one company, and interest bearing unsecured loans to two companies, which are covered in the Register maintained under section 189 of the Companies Act, 2013. With respect to these loans:

a. The terms and conditions on which the loans had been granted were not, prima facie, prejudicial to the Company''s interest.

b. The schedule of repayment of principal, in case of interest free loan and schedule of repayment of principal and interest, in case of interest bearing loans are stipulated. The borrowers have been regular in the payment of the principal and interest as stipulated.

c. There are no overdue loans in respect of loans granted.

4. The Company has complied with provisions of sections 185 and 186 of the Act, with respect to loans given, investments made, or any guarantees or securities given.

5. The Company has not accepted any deposits from public. Accordingly, this clause is not applicable.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

7. a. The Company has been regular in deposit in gun disputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other material statutory dues applicable to it with the appropriate authorities. There were no undisputed arrears that were outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

b. There were no dues in respect of Wealth Tax, Income Tax, Service Tax, Customs Duty, and Cess that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty, Sales Tax and Service Tax that have not been deposited on account of dispute as at 31st March 2016 and the forum where these disputes are pending are as follows:

Name of the statute Nature of dues Financial years to which the matter pertains

The Central Excise Act, Excise Duty 2000-01 to 2014-15 1944

Finance Act, 1994 Service Tax 2003-04 to 2012-13

State Sales Tax Acts Sales Tax 2001-02 to 2013-14

Name of the Statute Forum where the Amount dispute is pending Rs. in crore

The Central Excise Act,1944 CESTAT/High Court/ 136.66 Commissioner

Finance Act, 1994 Commissioner 25.09

State Sales Tax Acts State Sales Tax 2.34 Tribunal/joint Commissioner

8. The Company has not defaulted in repayment of dues to any financial institutions or banks.

9. The Company did not raise any money by way of initial public offer (including debt instruments) or further public offer and term loans during the year. Accordingly, this clause is not applicable.

10. No material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals as mandated by the provisions of section 197 read with Schedule V of the Act.

12. The Company is not a Nidhi Company. Accordingly, this clause is not applicable.

13. All transactions with related parties are in compliance with section 177 and section 188 of the Companies Act, 2013 where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, this clause is not applicable.

15. The Company has not entered into any non-cash transactions with directors or persons connected with them.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For V. Sankar Aiyar & Co. For R.G.N. Price & Co.

Chartered Accountants Chartered Accountants

Firm Reg No. 109208W Firm Reg No. 002785S

V. Mohan R. Rangarajan

Partner Partner

Membership No. 17748 Membership No. 41883

Mumbai, 24th May 2016 Mumbai, 24th May 2016

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Cipla Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in sub-section (5) of section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10) of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profits and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

10. As required by sub-section (3) of section 143 of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Act;

f. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Notes 36, 37 & 38 to the financial statements;

ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to under the heading of "Report on Other Legal and Regulatory Requirements" of our Independent Auditors Report to the Members of Cipla Limited on the Standalone Financial Statements for the year ended 31st March 2015)

1. a. The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets, other than situation of furniture and fixtures and office equipments where the situation recorded is the location of the Company's different establishments.

b. The Company has a policy of physically verifying its fixed assets in a phased manner to cover all the assets of the Company in a block of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the Management and discrepancies noticed during the physical verification, which were not material, have been appropriately dealt with in the books of account.

2. a. The inventory has been physically verified by the Management at reasonable intervals during the year. The verification was done on the basis of the perpetual inventory system operated by the Company. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

b. In our opinion and on the basis of the information and explanations given to us, the procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory, as compared with the book records, were not material and have been properly dealt with in the books of account.

3. According to the information and explanations provided to us, the Company has granted unsecured loans aggregating to Rs277.60 crore to two parties covered by the Register maintained under section 189 of the Act and amount outstanding from these parties at the end of the year totalled to RS259.15 crore which are repayable within 3 to 6 years. Out of these, interest free unsecured loans totalling to RS224.15 crore were given to a wholly owned subsidiary prior to 1st April 2014. Receipt of principal and interest wherever applicable is regular as stipulated.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets are for the Company's specialized requirements and similarly, certain goods sold are for the specialized requirements of the buyers and suitable alternate sources are not available to obtain comparable quotations there is generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory & fixed assets and for the sale of goods & services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness during the course of audit.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

7. a. According to the information and explanations provided to us and the records of the Company examined by us, in our opinion, the Company was regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other material statutory dues applicable to it with the appropriate authorities. There were no undisputed arrears that were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the records of the Company examined by us, as on 31st March 2015, there were no dues in respect of Wealth Tax, Income Tax, Service Tax, Customs Duty, Cess that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty, Sales Tax and Service Tax that have not been deposited on account of dispute as at 31st March 2015 and the forum where these disputes are pending are as follows:

Name of the statute Nature of dues Financial years to which the matter pertains

The Central Excise Act, Excise Duty 2000-01 to 2012-13 1944

Finance Act, 1994 Service Tax 2003-04 to 2012-13

State Sales Tax Acts Sales Tax 2001-02 to 2013-14

Name of the statute Forum where the Amount dispute is pending RS in crore

The Central Excise Act, CESTAT/High Court 76.67 1944

Finance Act, 1994 Commissioner 25.09

State Sales Tax Acts State Sales Tax Tribunal/ 5.66 Joint Commissioner

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder have been transferred to such fund within time.

8. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

9. According to the information and explanations given to us and based on our audit procedures, the Company has not defaulted in repayment of dues to any financial institution or bank.

10. According to the information and explanations given to us and the representations made by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The Company has not availed any term loan during the year.

12. During the course of our examination of the books of account and records of the Company and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported by the Company during the year.

For V. Sankar Aiyar & Co. For R.G.N. Price & Co. Chartered Accountants Chartered Accountants Firm Reg No. 109208W Firm Reg No. 002785S

V. Mohan R. Rangarajan Partner Partner Membership No. 17748 Membership No. 41883

Mumbai, 29th May 2015 Mumbai, 29th May 2015

Mar 31, 2014

1. We have audited the accompanying financial statements of Cipla Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in theAnnexurea statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by sub-section (3) of section Til ot the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31st March 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS''REPORT (Referred to in Paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the Members ofCipla Limited)

1. a. The Company has generally maintained proper records showing full particulars including quantitative details

and situation of fixed assets, other than situation of furniture and fixtures and office equipment where the situation recorded is the location of the Company''s different establishments.

b. The Company has a policy of physically verifying its fixed assets in a phased manner to cover all the assets of the Company in a block of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the Management and discrepancies noticed during the physical verification, which were not material, have been appropriately dealt with in the books of account.

c. The fixed assets that have been sold/disposed off during the year do not constitute a substantial part of the total fixed assets of the Company. Hence, the going concern concept has not been affected.

2. a. The inventory has been physically verified by the Management at reasonable intervals during the year. The verification was done on the basis of the perpetual inventory system operated by the Company. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

b. In our opinion and on the basis of the information and explanations given to us, the procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory, as compared with the book records, were not material and have been properly dealt with in the books of account.

3. As informed to us, the Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the Register maintained under section 301 of the Act. Consequently, the requirements of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us during the course of audit, we have not observed any continuing failure to correct major weaknesses in such internal control systems.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the Register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements referred to in 5.a. above and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and Compa nies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Act in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

9. a. According to the information and explanations provided to us and the records of the Company examined by us, in our opinion, the Company was regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed arrears that were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the records of the Company examined by us, as on 31st March 2014, there were no dues in respect of Wealth Tax, Income Tax and Customs Duty that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty, Sales Tax and Service Tax that have not been deposited on account of dispute as at 31st March 2014 and the forum where these disputes are pending are as follows:

Name of the statute Nature of dues Financial years to which the matter pertains

The Central Excise Act, Excise Duty 2000-01 to 1944 2012-13

Finance Act, 1994 Service Tax 2004-05 to 2012-13

State Sales Tax Acts Sales Tax 2001-02 to 2012-13

Name of the statue Forum where the Amount dispute is pending Rs.in crore

The Central Excise Act, 1944 CESTAT/High Court 50.45

Finance Act, 1994 Commissioner 25.09

State Sales Tax Acts State Sales Tax Tribunal/ 5.46 Joint Commissioner

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on our audit procedures, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and the representations made by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not availed of any term loans. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money through public issue of securities during the year.

21. During the course of our examination of the books of account and records of the Company and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported by the Company during the year.

For V. Sankar Aiyar & Co., For R.G.N. Price & Co.,

Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 002785S

V. Mohan R. Rangarajan

Partner Partner

Membership No. 17748 Membership No. 41883

Mumbai, 29thMay 2014 Mumbai, 29th May 2014

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Cipla Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by sub-section (3) of section 227 of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. on the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

(Referred to in paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the Members of Cipla Limited)

1. a. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets, other than situation of furniture and fixtures and office equipment where the situation recorded is the location of the Company''s different establishments.

b. The Company has a policy of physically verifying its fixed assets periodically, which in our opinion, is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the Management and discrepancies noticed during the physical verification have been appropriately dealt with in the books of account.

c. The fixed assets that have been sold/disposed of during the year do not constitute a substantial part of the total fixed assets of the Company. Hence, the going concern concept has not been affected.

2. a. The inventory has been physically verified by the Management at reasonable intervals during the year. The verification was done on the basis of the perpetual inventory system operated by the Company. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

b. In our opinion and on the basis of the information and explanations given to us, the procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory, as compared with the book records, were not material and have been properly dealt with in the books of account.

3. As informed to us, the Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the Register maintained under section 301 of the Act. Consequently, the requirements of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us during the course of audit, no major weakness has been noticed in these internal control systems.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the Register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements referred to in 5.a. above and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

9. a. According to the information and explanations provided to us and the records of the Company examined by us, in our opinion, the Company was regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed arrears that were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the records of the Company examined by us, as on 31st March 2013, there were no dues in respect of Wealth Tax, Income Tax and Customs Duty that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty, Service Tax and Sales Tax that have not been deposited on account of dispute as at 31st March 2013 and the forum where these disputes are pending are as follows:

Name of the statute Nature of dues Financial years to Forum where the Amount which the matter dispute is pending Rs. in crore pertains

The Central Excise Act, Excise Duty 2000-01 to CESTAT/High Court 24.52 1944 2009-10

Finance Act, 1994 Service Tax 2003-04 to Commissioner 5.33 2004-05

State Sales Tax Acts Sales Tax 2001-02 to State Sales Tax Tribunal/ 3.99 2010-11 Joint Commissioner

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on our audit procedures, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and the representations made by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not availed of any term loans. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money through public issue of securities during the year.

21. During the course of our examination of the books of account and records of the Company and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported by the Company during the year.

For V. Sankar Aiyar & Co., For R.G.N. Price & Co.,

Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 002785S

V. Mohan R. Rangarajan

Partner Partner

Membership No. 17748 Membership No. 41883

Mumbai, 29th May 2013 Mumbai, 29th May 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Cipla Limited (the Company) as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, (hereinafter referred to as "the Order"), as amended, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying, attention is drawn to Note 36 appearing in the attached financial statements regarding non- provisioning for potential financial liability towards damages payable by the Company since such liability cannot be reliably estimated as on date.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956;

e. On the basis of the written representations received from the Directors of the Company as on 31st March 2012 and taken on record by the Board of Directors of the Company, we report that none of the Directors is disqualified as on 31st March 2012, from being appointed as a Director in terms of section 274(1) (g) of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, together with the notes thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

ii. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(Referred to in paragraph 3 of our report of even date to the Members of Cipla Limited (the Company) for the year ended 31st March 2012)

1. a. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets, other than situation of furniture and fixtures and office equipment where the situation recorded is the location of the Company's different establishments.

b. The Company has a policy of physically verifying its fixed assets periodically, which in our opinion, is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the Management and discrepancies noticed during the physical verification have been appropriately dealt with in the books of account.

c. The fixed assets that have been sold/disposed of during the year do not constitute a substantial part of the total fixed assets of the Company. Hence, the going concern concept has not been affected.

2. a. The inventory has been physically verified by the Management at reasonable intervals during the year. The verification was done on the basis of the perpetual inventory system operated by the Company. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

b. In our opinion and on the basis of the information and explanations given to us, the procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory have been properly dealt with in the books of account.

3. As informed to us, the Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act,1956. Consequently, the requirements of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us during the course of audit, no major weakness has been noticed in these internal control systems.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the Register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements referred to in 5.a. above and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

9. a. According to the information and explanations provided to us and the records of the Company examined by us, in our opinion, the Company was regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed arrears that were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the records of the Company examined by us, as on 31st March 2012, there were no dues in respect of Wealth Tax, Service Tax, Customs Duty and Cess that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty, Sales Tax and Income Tax that have not been deposited on account of dispute as at 31st March 2012 and the forum where these disputes are pending are as follows:

Name of the statute Nature of dues Financial years to Forum where the Amount which the matter dispute is pending Rs.in crore pertains

The Central Excise Act, Excise Duty 2002-03 to CESTAT/ Commissioner 24.22 1944 2009-10 (Appeals)

State Sales Tax Acts Sales Tax 2001-02 to State Sales Tax Tribunal 3.64 2008-09

Income Tax Act, 1961 Income Tax 2009-10 Commissioner of Income 17.83 Tax (Appeals)

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on our audit procedures, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and the representations made by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money through public issue of securities during the year.

21. During the course of our examination of the books of account and records of the Company, and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported by the Company during the year.

For V. Sankar Aiyar & Co., For R.G.N. Price & Co.,

Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 002785S

V. Mohan R. Rangarajan

Partner Partner

Membership No. 17748 Membership No. 41883

Mumbai, 7th June 2012 Mumbai, 7th June 2012

Mar 31, 2010

1. We have audited the attached Balance Sheet of Cipla Limited as at 31st March 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto.These financial statements are the responsibility of the Companys management.Our responsibility is to express an opinion on these financial statements based on ouraudit.

2. We have conducted our audit in accordance with the auditing standards generaUy accepted in India.These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (hereinafter referred to as"the Order") issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

c. The Balance Sheet, the Profit and Loss Account and theCash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956;

e. On the basis of the written representations received from the Directors of the Company as on 31st March 2010 and taken on record by the Board of Directors of theCompany, we report that none of the Directors is disqualified as on 31st March 2010, from being appointed as a Director in terms of section 274(1 )(g) of the Companies Act, 1956; and

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, together with the notes thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

ii. In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

1. a. The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets, other than the situation of furniture and fixtures and office equipment where the situation recorded is the location of the Companys different establishments.

b. The Company has a policy of physically verifying its fixed assets periodically, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. During the year, some of the fixed assets have been physically verified by the management and discrepancies noticed during the physical verification and the assets scrapped during theyear has been properly dealt with in the books of account.

c. The fixed assets that have been sold/disposed of during the year do not constitute a substantial part of the total fixed assets of the Company. Hence, the going concern concept has not been affected.

2. a. The inventory has been physically verified by the management at reasonable intervals during theyear.

The verification was done on the basis of the perpetual inventory system operated by the Company. In case of materials lying with third parties, certificates confirming such inventory have been obtained by the Company from most of the third parties.

b. In our opinion and on the basis of the information and explanations given to us, the procedures for physical verification of in ventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory.The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. a. As informed to us, the Company has granted unsecured loan to one company listed in the Register maintained under section 301 of the Companies Act, 1956 having maximum balance of Rs.69.21 crore during the year and closing balance of Rs.69.21 crore as on 31st March 2010.

b. Based on the information and explanations provided to us, the rate of interest and other terms and conditions of the aforesaid unsecured loan is prima facie not prejudicial to the interest of the Company.

c. Based on the information and explanations provided to us, since the said loan is repayable on demand, principal has been regularly repaid as and when demanded. Receipt of interest has also been regular during the year.

d. There is no overdue amount in excess of Rs.1 lakh in respect of loans granted to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

e. During theyear,the Company has not taken any loans from parties covered in the Register maintained under section 301 of the Companies Act, 1956. During the year, the Company has repaid loans taken from three parties covered in the Register maintained under section 301 of the Companies Act, 1956 which has a maximum balance of Rs.72.68 crore.

f. In our opinion, the rate of interest and other terms and conditions on which the loans referred in point 3.e.above have been taken are not, prima facie, prejudicial to the interest of the Company.

g. The loans along with interest have been repaid during the year. Until the time of repayment, payment of interest and principal, if any, has been regular.

4. In our opinion and according to the information and explanations given to us, there is generally adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us during the course of audit, no major weakness has been noticed in these internal control systems.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the Register required to be maintained underthat section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or agreements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has repaid all deposits accepted from public and has not accepted any fresh deposits during the year under section 58A of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the Company has comnied with the provisions of section 58A and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits repaid.

7. In our opinion, the Company has an internal audit system comminsuiv: te with its size and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.We have not, however, made a detailed examination of the accounts and records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations provided to us and the records of the Company examined by us, in our opinion, the Company was regular in depositing undisputed Provident Fund, Investor Education and Protection Fund,EmployeesState Insurance, IncomeTax, Sales Tax, Wealth Tax,Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it. There were no undisputed dues that were outstanding as at 31$t March 2010 for a period of. more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the records of the Company examined by us,ason 31$t March 2010, there were no dues in respect of IncomeTax, Wealth Tax, Service Tax, Customs Duty and Cess that have not been deposited with the appropriate authorities on account of dispute.

The particulars of dues towards Excise Duty and Sales Tax that have not been deposited on account of dispute as at 31st March 2010 and the forum where these disputes are pending are as follows:

Name of the Nature of dues Years to which Forum where the Amount statute the matter dispute is pending Rs. in crore pertains

The Central Excise Duty 2000 to 2010 CESTAT/ 47.80 Excise Act, 1944 Commissioner Tribunal State Sales Tax Sales Tax 2001 to 2010 CESTAT/ 0.86 Commissioner Tribunal

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on our observations during the audit, the Company has not defaulted in repayment of dues to any financialinstitution or bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society.Therefore, the provisions of clause 4(Xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and the representations made by the management, theCompany has not given any guarantee for loans taken by others from banks orfinancial institutions.

16. TheCompany has not obtained any term loans. Accordingly, the provisions of clause 4(xvi) of theOrder are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of theCompany, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

20. TheCompany has not raised any money through a public issue of securities during the year and therefore verification of the end use of money does not arise. However, during the year the Company has allotted 2,56,30,000 equity shares of Rs.2 each under Qualified Institutions Placement (Refer Note 26 of Schedule S on Significant Accounting Policies and Notes to the Accounts).

21. During the course of our examination of the books of accountand records oftheCompany,and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported by the Company during the year.

For V. Sankar Aiyar & Co., For R.G.N. Price & Co.,

Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 002785S

V. Mohan R. Rangarajan

Partner Partner

Membership No. 17748 Membership No. 41883

Mumbai, 15th June 2010 Mumbai, 15th June 2010

Cipla Ltd. இன் முடிவுகள்

Key Audit Matters

Information other than the Standalone Financial Statements and Auditor''s Report thereon

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Report on Other Legal and Regulatory Requirements

Information other than the Financial Statements and Auditor''s Report thereon

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Report on Other Legal and Regulatory Requirements

Opinion

Key Audit Matters

For Walker Chandiok & Co LLP

Ashish Gupta

UDIN: 22504662AISJDR8526

Report on the Audit of the Standalone Financial Statements

Information other than the Financial Statements and Auditor''s Report thereon

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Auditor''s Responsibilities for the Audit of the Financial Statements

Report on Other Legal and Regulatory Requirements

b i