Zydus Wellness Ltd

Dear Members,

Your Directors are pleased to present Thirtieth Annual Report on the business and operations of the Company, along with the Standalone & Consolidated Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024.

Financial Highlights:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under section 133 of The Companies Act, 2013 ("the Act"), read with Rule 7 of The Companies (Accounts) Rules, 2014 ("the Accounts Rules").

The standalone and consolidated financial performance of the Company, for the Financial Year ended on March 31, 2024 are summarized below:

Results of operations:

During the year under review, the consolidated revenue from operations grew by 3.2% to Rs 23,278 millions (Rupees Twenty Three Thousand Two Hundred Seventy Eight millions only) from Rs 22,548 millions (Rupees Twenty Two Thousand Five Hundred Forty Eight millions only) in 2022-2023. The profit before tax decreased by 10.6% y-o-y to Rs 2,601 millions (Rupees Two Thousand Six Hundred One millions only). Net profit after tax (before OCI) decreased by 14.0% y-o-y to Rs 2,669 millions (Rupees Two Thousand Six Hundred Sixty Nine millions only). The Net Profit margin, as a % (Percentage) to total operating income during the current year is 11.5%. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis Report, forming part of the Annual Report.

During the year under review, the standalone revenue from operations and other income was Rs 2,628 millions (Rupees Two Thousand Six Hundred Twenty Eight millions only). The Company has incurred standalone Profit Before Tax of

Rs 448 millions (Rupees Four Hundred Forty Eight millions only) and Profit after Tax of Rs 337 millions (Rupees Three Hundred Thirty Seven millions only). The EPS on standalone financials for the year ended on March 31, 2024 was Rs 5.30 (Rupees Five and Thirty paisa only).

Dividend:

During the year under review, your Directors have recommended a final dividend of Rs 5/- (Rupees Five only) (50.0%) per equity share on 6,36,32,144 Equity Shares of

Rs 10/- (Rupees Ten only) each fully paid-up for the Financial Year ended on March 31, 2024, amounting to Rs 318 millions (Rupees Three Hundred Eighteen millions only). The dividend, if declared by the members at the ensuing Annual General Meeting ("AGM"), will be paid to those Members whose name stands registered in the Register of Members on Friday, July 19, 2024 i.e. the Record Date. In respect of shares held in dematerialized form, it will be paid to the Members whose name are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as beneficial owners. The Dividend Payout Ratio for the Financial Year ended on March 31, 2024 is 11.9% of consolidated profit after tax. The Income Tax Act, 1961, ("the IT Act") as amended by The Finance Act, 2020, mandates that dividend paid or distributed by a company after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source at prescribed rates, at the time of making the payment of dividend. More details on deduction of tax at source are provided in Note No. 6 of the Notice convening Thirtieth AGM.

Pursuant to regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") the Company has formulated Dividend Distribution Policy, which is approved by the Board of Directors ("the Board") and is uploaded on the website of the Company and the weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

Renewable Energy Project:

In line with the philosophy to enhance the share of renewable power source in its operations and to comply with regulatory requirement for being a ‘captive user' under The Electricity Act, 2003, Zydus Wellness Products Limited ("ZWPL"), the wholly owned subsidiary company has entered into Share Purchase, Subscription and Shareholders' Agreement to acquire stake in AMP Energy Green Thirteen Private Limited

("AMP"), for generating 2MW Solar Power Project for Aligarh plant. ZWPL has invested Rs 7.20 millions (Rupees Seven millions Two Hundred Thousand only) in the equity shares and Compulsorily Convertible Debentures ("CCDs") equivalent to 0.7% of the equity share capital and CCDs of AMP, on a fully diluted basis, as at March 31, 2024 and the details of investment are provided in the Note No. 4 - Investments of the Audited Financial Statements of ZWPL.

Consolidated Financial Statements:

Pursuant to the provisions of Ind AS-110 on Consolidation of Financial Statements and as provided under the provisions of the Act read with Schedule III of the Act and Rules made thereunder and the Listing Regulations, the Audited Consolidated Financial Statements are provided in the Annual Report, which provides the financial resources, assets, liabilities, income, profits and other details of the Company and its wholly subsidiary companies, as a single entity.

Subsidiary companies:

The Company has 5 (five) wholly owned subsidiary companies viz. ZWPL, Liva Nutritions Limited, Liva Investment Limited, Zydus Wellness International DMCC, Dubai and Zydus Wellness (BD) Pvt. Limited, Bangladesh. During the year, no companies have become or ceased to be its subsidiaries, joint ventures or associate companies.

There has been no material change in the nature of business of the Company as well as subsidiary companies. More details are provided in the Audited Financial Statements. During the year under review, the Board has reviewed the performance / affairs of the subsidiary companies.

Pursuant to the provisions of regulation 16(1)(c) of the Listing Regulations, the Company has formed a policy relating to material subsidiaries, which is approved by the Board and the weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of section 136 of the Act, the Audited Financial Statements of the subsidiary companies are uploaded on the website of the Company at www.zyduswellness.com. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. Pursuant to the provisions of sections 129, 134 and 136 of the Act and Rules made thereunder and regulation 33 of the Listing Regulations, the Consolidated Financial Statements presented by the Company includes Financial Results of its subsidiary companies.

Pursuant to the provisions of section 129(3) of the Act and Rules made thereunder, a statement containing the salient features of the Financial Statements of its subsidiaries in the prescribed format in Form AOC-1 is attached to the Audited Financial Statements.

Transfer of Shares and Dividend to Investor Education and Protection Fund ("IEPF"):

Pursuant to the provisions of sections 124 and 125 of the Act and Rules made thereunder from April 1, 2023 to May 14, 2024, the Company has transferred equity shares and dividend to IEPF Authority as mentioned below: i. 11,872 (Eleven Thousand Eight Hundred Seventy Two) equity shares of Rs 10/- (Rupees Ten only) each of 259 (Two Hundred Fifty Nine) members whose dividend has remained unclaimed / unpaid for a consecutive period of 7 (seven) years to the demat account of IEPF after giving notice to the members and publishing advertisement in newspapers to claim their shares and ii. Rs 2.03 millions (Rupees Two millions Thirty Thousand only) held by 6,349 (Six Thousand Three Hundred Forty Nine) members, being the unclaimed dividend for the Financial Years ended on March 31, 2016 and March 31, 2017 to IEPF after giving three notices to the members to claim their unpaid / unclaimed dividend.

As at March 31, 2024, 90,852 (Ninety Thousand Eight Hundred Fifty two) equity shares are lying with IEPF.

Fixed Deposit:

Pursuant to the provisions of sections 73 and 74 of the Act read with Rules made thereunder, the Company has neither accepted nor renewed any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the end of the Financial Year.

Insurance:

The Company's properties, plants, equipments and stocks / inventory are adequately insured against all major risks. The Parent Company has taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them, which also includes the Directors of the Company.

Management Discussion and Analysis ("MDA"):

Pursuant to the provisions of regulation 34(2)(e) of the Listing Regulations, MDA, for the year under review, is provided in a separate section, which forms part of the Annual Report.

Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company during the Financial Year ended on March 31, 2024 with related parties were in the ordinary course of business and on an arm's length basis and had no conflict with the interest of the Company. All related party transactions are placed before the Audit Committee on a quarterly basis for review and approval.

Pursuant to the provisions of section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions [i.e. transactions exceeding Rs 10,000/- millions (Rupees Ten Thousand millions only) or 10% (ten percent) of the annual consolidated turnover as per the latest Audited Financial Statements] with related parties entered into by the Company in the prescribed format in Form No. AOC-2 is annexed to this report as Annexure-"A". Disclosures on related party transactions are set out in Note No. 37 of the Standalone Audited Financial Statements.

Pursuant to the provisions of regulation 23(1) of the Listing Regulations, the Board has approved Policy on materiality of related party transactions and dealing with related party transactions and the weblink of the Policy is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of regulation 23(9) of the Listing Regulations, during the Financial Year ended on March 31, 2024, the Company has filed the half yearly disclosures of related party transactions with the stock exchanges.

Particulars of Loans, Guarantees and Investments:

Pursuant to the provisions of section 134(3)(g) of the Act, details of loans, guarantees and investments covered under section 186 of the Act are given in the notes to the Standalone Audited Financial Statements.

Directors and Key Managerial Personnel:

As at March 31, 2024, your Company's Board comprised of 8 (eight) Directors; which includes 1 (one) Executive Director and 7 (seven) Non-Executive Directors, comprising of 4 (four) Independent Directors ("IDs") [which also includes 1 (one) Woman Director] and 1 (one) Nominee Director. Other statutory details are provided in the Corporate Governance Report, which forms a part of the Annual Report.

i. Appointment of Director:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board appointed Mr. Akhil A. Monappa (DIN: 09784366) as an Additional (Non-Executive and Independent) Director of the Company for the first term of 5 (five) consecutive years w.e.f. May 17, 2023. Further, the members at the 29th (Twenty Ninth) AGM held on August 3, 2023 passed special resolution for approval of the said appointment.

ii. Appointment and Re-appointment of IDs:

Based on the recommendation of NRC and the Board, the members at the 29th (Twenty Ninth) AGM held on August 3, 2023 passed special resolutions for re-appointment of Ms. Dharmishtaben N. Raval (DIN: 02792246) and Mr. Srivishnu R. Nandyala (DIN: 00025063) as IDs of the Company for the second term of 5 (five) consecutive years effective from March 11, 2024.

iii. Completion of term of ID:

Mr. Savyasachi S. Sengupta (DIN: 05158870) ceased to be an ID of the Company and member of various committees of the Board w.e.f. close of business hours on November 1, 2023, on completion of his first term of 5 (five) consecutive years i.e. from November 2, 2018 upto November 1, 2023.

The Board placed on record its sincere appreciation for the contribution made by him during his tenure as the ID.

iv. Retirement by rotation and Re-appointment of Mr. Tarun Arora as a Chief Executive Officer & Whole Time Director ("CEO & WTD") for a period of 5 (five) years:

Pursuant to the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Tarun Arora (DIN: 07185311) will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Further, Mr. Tarun Arora was re-appointed as a CEO & WTD of the Company for a period of 5 (five) years from May 7, 2020 and his tenure of re-appointment will expire on May 6, 2025.

The Board based on the recommendation of NRC at its meeting held on May 14, 2024 and subject to approval of members at the ensuing AGM, has re-appointed Mr. Tarun Arora as a CEO & WTD, for a further period of 5 (five) years, with effect from May 7, 2025 upto May 6, 2030. The Board recommends his re-appointment.

v. Approval for regularization of Mr. Ashish P. Bhargava as a Nominee Director:

Mr. Ashish P. Bhargava was appointed as a Nominee Director of the Company w.e.f. January 30, 2019.

Pursuant to the provisions of regulation 17(1D) of the Listing Regulations and based on recommendation of NRC, the Board at its meeting held on May 14, 2024, subject to approval of members at the ensuing AGM, has recommended the regularization of Mr. Ashish P. Bhargava as a Nominee Director of the Company.

vi. Declaration of Independence:

Pursuant to the provisions of section 134(3)(d) of the Act, the Company has received declaration of independence as stipulated under sections 149(6) and 149(7) of the Act and regulations 16(1)(b) and 25 of the Listing Regulations from IDs confirming that they are not disqualified for continuing as an ID. There has been no change in the circumstances affecting their status as IDs of the Company.

All the Directors of the Company, who are required to get registered, have registered themselves with The Indian Institute of Corporate Affairs. Further, as per the declarations received, none of the Directors of the Company are required to give online proficiency test, except 1 (one) ID who has cleared the proficiency test, as per the first proviso to rule 6(4) of The Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

vii. Details of Directors seeking re-appointment / regularization:

Pursuant to the provisions of regulation 36(3) of the Listing Regulations and standard 1.2.5 of Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India ("ICSI"), details of Directors seeking re-appointment / regularization at the ensuing AGM is annexed to the notice convening Thirtieth AGM.

viii. Key Managerial Personnel ("KMP"):

The following persons are the KMP as on March 31, 2024:

1. Mr. Tarun Arora, CEO & WTD,

2. Mr. Umesh V. Parikh, Chief Financial Officer, and

3. Mr. Nandish P. Joshi, Company Secretary and Compliance Officer.

ix. Board Evaluation:

Pursuant to the provisions of the Act and the Rules made thereunder and as provided under Schedule IV of the Act and the Listing Regulations, the NRC and the Board have carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. Pursuant to the provisions of section 134(3)(p) read with rule 8(4) of the Accounts rules, the manner in which the evaluation was carried out is provided in the Corporate Governance Report, which forms a part of the Annual Report.

In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria fixed by the Board / NRC.

The functioning of the Board, the Committees and performance of individual Directors was found satisfactory.

x. Nomination and Remuneration Policy:

The Board has on the recommendation of the NRC, framed a Policy on selection and appointment of Director(s), Senior Management and their remuneration. The Nomination and Remuneration Policy and weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

xi. Pecuniary relationship:

During the year under review, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Insider Trading Regulations:

The Company has adopted the Code for Prevention of Insider Trading as per the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"). Other details on Insider Trading Regulations are provided in the Corporate Governance Report, which forms a part of the Annual Report.

Directors' Responsibility Statement:

Pursuant to the provisions of sections 134(3)(c) and 134(5) of the Act and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

i. that in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

ii. that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date,

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

iv. that the Financial Statements have been prepared on a going concern basis,

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively, and

vi. that the systems to ensure compliance with the provisions of all applicable laws were in place and adequate and operating effectively.

Board meetings:

Pursuant to the provisions of section 173(1) of the Act, regulation 17(2) of the Listing Regulations and standard 2.1 of Secretarial Standard-1 on Meetings of the Board of Directors issued by the ICSI, 4 (four) Board meetings were held during the Financial Year ended on March 31, 2024 and the time gap between any 2 (two) Board meetings was not more than 120 (one hundred twenty) days. The Board approved 3 (three) resolutions by circulation, on June 30, 2023, October 24, 2023 and

March 30, 2024. Other information with regard to the Board meetings is given in the Corporate Governance Report, which forms a part of the Annual Report.

Audit Committee:

Pursuant to the provisions of section 177(8) of the Act and regulation 18(2) of the Listing Regulations, the information about composition of Audit Committee and other details are given in the Corporate Governance Report, which forms a part of the Annual Report.

Composition of other Committees:

Composition of other Committees constituted by the Board and details of the Committees are given in the Corporate Governance Report, which forms a part of the Annual Report.

Recommendations of Committees:

The Board has accepted the recommendations of all the Committees constituted by the Board.

Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Regulations along with a certificate from Hitesh Buch & Associates, Practicing Company Secretaries, confirming the compliance, forms a part of the Annual Report.

Auditors: i. Statutory Auditors and Audit Report:

Mukesh M. Shah & Co, Chartered Accountants (Firm Registration No. 106625W) were appointed as Statutory Auditors from the conclusion of Twenty Sixth AGM of the Company till the conclusion of Thirty First AGM of the Company. They have furnished a declaration confirming their independence as well as their arm's length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Audit Report for the Financial Year ended on March 31, 2024 and the observations and comments, appearing in the audit report are self-explanatory and do not call for any further explanation / clarification by the Board in their Report as provided under section 134(3)(f) of the Act.

The Company has received the consent and eligibility certificate from the said Statutory Auditors as required under the Act.

ii. Cost Auditors:

Pursuant to the provisions of section 148(3) of the Act read with rule 4 of The Companies (Cost Records and

Audit) Rules, 2014 as amended from time to time, the cost records maintained by the Company in respect of its product ‘Nutralite' are required to be audited. The Audit Committee recommended and the Board at its meeting held on May 14, 2024, approved appointment of Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338) to audit the cost records of the Company for the Financial Year ending on March 31, 2025 at a remuneration of Rs 0.34 millions (Rupees Three Hundred Forty Five Thousand only) plus applicable Goods and Services Tax and out of pocket expenses at actuals, if any.

Pursuant to the provisions of section 148 of the Act and rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be placed before the members at General Meeting for ratification. Accordingly, a resolution seeking ratification by the members of the remuneration payable to Dalwadi & Associates, Cost Accountants, is included at Item No. 8 of the Notice convening Thirtieth AGM.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Act, rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A(1) of the Listing Regulations, the Board has appointed Hitesh Buch & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the Financial Year ended on March 31, 2024. The Secretarial Audit Report is annexed herewith as Annexure-"B".

The Board has reviewed the Secretarial Audit Report and is of the opinion that the observations and comments, appearing in the report are self-explanatory and pursuant to the provisions of section 134(3)(f) of the Act, they do not call for any further explanation / clarification by the Board in their Report.

Further, pursuant to the provisions of regulation 24A(1) of the Listing Regulations, the Secretarial Audit Report of ZWPL, the material unlisted subsidiary company is attached herewith as Annexure-"B1".

iv. Annual Secretarial Compliance Report:

Pursuant to regulation 24A(2) of the Listing Regulations, Hitesh Buch & Associates, Practicing Company Secretaries have issued Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2024. The report was placed before the Board meeting held on May 14, 2024, which is also uploaded on the website of the Company and can be accessed at https://www.zyduswellness.com/investor/disclosurs/q/ Annual%20Secretarial%20Compliance%20Report%20 ZWL%2031032024.pdf.

Cost Accounts and Records:

Pursuant to the provisions of section 148(1) of the Act and Rules made thereunder and as specified by the Central Government, the Company has made and maintained the cost accounts and records.

Compliance with Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by the ICSI.

Business Responsibility and Sustainability Report ("BRSR"):

Pursuant to the provisions of regulation 34(2)(f) of the Listing Regulations, BRSR covering disclosures on Company's performance on ESG (Environmental, Social and Governance) parameters for FY 2023-2024, including BRSR core parameters and Independent reasonable assurance statement issued by Intertek India Private Limited, forms a part of the Annual Report.

Corporate Social Responsibility ("CSR") and Environment, Social and Governance ("ESG"):

Pursuant to the provisions of section 135 of the Act and rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") made thereunder, the Board has constituted a CSR and ESG Committee under the Chairmanship of Dr. Sharvil P. Patel. The other members of the Committee includes Mr. Ganesh N. Nayak and Mr. Kulin S. Lalbhai. A CSR Policy and ESG Policy have been framed and adopted by the Board and weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

As the average net profits of the company calculated as per section 198 of the Act was negative, no contribution towards CSR activities was required to be made for the Financial Year ended on March 31, 2024. Other details on CSR, as required under section 135 of the Act read with the CSR Rules, are given in the Annual Report on CSR Activities annexed herewith as Annexure-"C".

During the Financial Year ended on March 31, 2024 the Company has formulated and adopted: (i) ESG Policy, (ii) Diversity and Inclusion Policy, (iii) Biodiversity Policy, (iv) Environment Policy, (v) Occupational Health and Safety Policy and (vi) Ethical and Responsible Marketing Policy, weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Annual Report.

Business Risk Management:

Pursuant to the provisions of section 134(3)(n) of the Act and regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee and adopted the Risk Management Policy. The details of the Committee, terms of reference and weblink of the Policy are set out in the Corporate Governance Report, which forms a part of the Annual Report.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Discussions on risks and concerns are covered in the MDA Report, which forms a part of the Annual Report.

Internal Financial Control and their adequacy:

Pursuant to the provisions of section 134(5)(e) of the Act read with rule 8(5) of the Account Rules, the Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC"). For the Financial Year ended on March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls whenever the effect of such gaps would have a material effect on the Company's operations.

The Company has a well-placed, proper and adequate IFC system, which ensures: the orderly and efficient conduct of its business, 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. The Board reviews the effectiveness of controls documented as a part of IFC framework and takes necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment.

Based on this evaluation, no significant events had come to notice during the Financial Year ended on March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the Financial Year ended on March 31, 2024 and is adequate considering the business operations of the Company. The Statutory Auditors of the Company have audited the IFC with reference to Financial Reporting and their Audit Report is annexed as an Annexure to the Independent Auditors' Report under Standalone and Consolidated Financial Statements.

Managing the risks of fraud, corruption and unethical business practices: i. Vigil Mechanism / Whistle Blower Policy:

The Company has built a reputation for doing business with honesty and integrity and it has zero tolerance for any type of unethical behavior or wrongdoing. The Company has in place a stringent vigil mechanism to report unethical behavior in order to promote professionalism, fairness, dignity and ethical behavior in its employees.

Pursuant to the provisions of section 177(9) of the Act, rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established Vigil Mechanism and framed Whistle Blower Policy for Directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or report instances of leakage of unpublished price sensitive information or violation of the Company's Code of Conduct or Ethics Policy and Insider Trading Regulations. Whistle Blower Policy is uploaded on the website of the Company and weblink of the same is provided in a separate section in Corporate Governance Report, which forms a part of the Annual Report.

ii. Zydus Business Conduct Policy and Anti-Bribery and Anti-Corruption ("ABAC") Policy:

The Company has framed "Zydus Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking has to be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

During the year under review, the Company has framed and adopted ABAC Policy. The objective of the ABAC Policy is to prohibit all forms (cash and/or in-kind) of bribery and corruption and it is applicable to all the employees (permanent or contractual), consultants, agents, business partners etc.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. Also, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee.

The Company always endeavors to create and provide conducive work environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees, temporaries, trainees, visitors, employees on contract or at client sites and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year ended on March 31, 2024, the Company has not received any complaint of sexual harassment.

Annual Return:

Pursuant to the provisions of section 92(3) read with section 134(3)(a) of the Act, the Annual Return for the Financial Year ended on March 31, 2024, in the prescribed Form No. MGT-7 is available on the website of the Company at https://www.zyduswellness.com/investors.php#annual-return.

Particulars of Employees:

Pursuant to the provisions of section 197 of the Act read with rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information is provided in Annexure-"D".

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of section 134(3)(m) of the Act read with rule 8(3) of the Accounts Rules, information as required to be disclosed on conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure-"E".

Others Disclosures:

During the Financial Year ended on March 31, 2024:

i. Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act read with rule 8(3) of the Accounts Rules, to the extent the transactions took place on those items,

ii. The Company does not propose to transfer any amount to the general reserves,

iii. The Company has not issued any shares with differential voting rights and sweat equity shares,

iv. There were no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016,

v. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

vi. Apart from what is mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of this report.

vii. There is no change in the nature of business.

viii. No fraud has been reported by the Auditors to the Audit Committee / the Board, pursuant to section 143(12) of the Act.

Acknowledgement:

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks. Your Directors also thank the Trade and Consumers for their patronage to the Company's products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. Your Directors also thank the Company's Vendors, Investors, Business associates, Stock Exchanges, Government of India, State Governments and various departments and Statutory and Government agencies or bodies for their support and cooperation.