Zydus Wellness Ltd

Dear Members,

Your Directors are pleased to present Company's first-ever Integrated Annual Report ("Thirty First Annual Report"), along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on March 31, 2025. This Integrated Report reflects a holistic and transparent approach to corporate reporting, combining financial and non-financial disclosures to offer a comprehensive view of the Company's performance, governance, strategy, and market outlook. Anchored in the principles of integrated thinking, it outlines how the Company creates, delivers, and preserves value across various environmental, social and governance aspects. Through this milestone, the Company strengthens its commitment to sustainable value creation and long-term stakeholder engagement. The narrative section of the Integrated Report is aligned to the Integrated Reporting framework outlined by the International Integrated Reporting Council.

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, 2025, are summarized below: Rs. in Million

During the year under review, the consolidated revenue from operations grew by 16.4% to Rs. 27,089 million (Rupees Twenty Seven Thousand Eighty Nine Million only) from Rs. 23,278 million (Rupees Twenty Three Thousand Two Hundred Seventy Eight Million only) in 2023-2024. The profit before tax increased by 37.9% y-o-y to Rs. 3,588 million (Rupees Three Thousand Five Hundred Eighty Eight Million only). Net profit after tax (before OCI) increased by 30.0% y-o-y to Rs. 3,469 million (Rupees Three Thousand Four Hundred Sixty Nine Million only). The Net Profit margin, as a % (Percentage) to total operating income during the current year is 12.8%. A detailed analysis of performance for the Financial Year has been included in the Management Discussion and Analysis Report, forming part of the Integrated Annual Report.

During the year under review, the standalone revenue from operations was Rs. 2,926 million (Rupees Two Thousand Nine Hundred Twenty Six Million only). The Company has achieved standalone Profit Before Tax of Rs. 407 million (Rupees Four Hundred Seven Million only) and Profit After Tax of Rs. 306 million (Rupees Three Hundred Six Million only).

During the Financial Year ended on March 31, 2025, your Directors have recommended a final dividend of Rs. 6/- (Rupees Six only) (60.0%) 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, 2025, amounting to Rs. 381.80 million (Rupees Three Hundred Eighty One Million Eight Hundred Thousand only). The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The dividend, if declared by the members at the ensuing Annual General Meeting ("AGM"), will be paid to those Members whose names stands registered in the Register of members on Friday, July 11, 2025 i.e. the Record Date. In respect of shares held in dematerialized form, it will be paid to the Members whose names 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, 2025 is 11.0% 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. 4 of the Notice convening Thirty First 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 Integrated Annual Report.

The Dividend Distribution Policy sets out the parameters to be considered by the Board in determining the quantum of the dividend and / or the utilization of the retained profits earned by the Company.

The Board at its meeting held on May 19, 2025, approved, subject to approval of the members of the Company at the ensuing AGM, the sub-division / split of equity shares of the Company, such that 1 (one) equity share having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, will be subdivided into 5 (five) equity shares having face value of Rs. 2/- (Rupees Two only) each, fully paid-up and alteration in the existing Capital Clause of the Memorandum of Association of the Company.

Pursuant to the provisions of Ind AS-110 on Consolidation of Financial Statements, section 129 of the Act read with Schedule III of the Act and Rules framed thereunder and the Listing Regulations, the Audited Consolidated Financial Statements are provided in the Integrated Annual Report, which provides the financial resources, assets, liabilities, income, profits and other details of the Company and its wholly owned subsidiary companies, as a single entity.

The paid-up share capital of the Company as on March 31, 2025 is Rs. 636,321,440 (Rupees Six Hundred Thirty Six Million Three Hundred Twenty One Thousand Four Hundred Forty only) divided into 63,632,144 (Sixty Three Million Six Hundred Thirty Two Thousand One Hundred Forty Four) equity shares of Rs. 10/- each. The equity shares of the Company are listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The equity shares of the Company are actively traded on NSE and BSE and have not been suspended from trading.

The Company has 7 (seven) wholly owned subsidiary companies viz. Zydus Wellness Products Limited ("ZWPL"), Liva Nutritions Limited, Liva Investment Limited ("LIL") (under voluntary liquidation), Naturell (India) Private Limited ("NIPL"), Zydus Wellness International DMCC, UAE, Zydus Wellness (BD) Pvt. Limited, Bangladesh and Naturell Inc., USA.

To align the Company's strategic vision and expand its footprint in the consumer wellness industry, it forayed into the rapidly growing healthy snacking segment, pursuant to which Share Purchase Agreement ("SPA") was entered with the Promoters and other shareholders of NIPL. The Company acquired 100% equity share capital of NIPL on December 2, 2024 at a consideration of Rs. 3,900 million (Rupees Three Thousand Nine Hundred Million only). Naturell Inc., USA, a wholly owned subsidiary of NIPL also became a step-down subsidiary of the Company on account of the aforesaid transaction.

NIPL is engaged in the business of manufacturing, research and development and marketing of Nutrition bars, Protein cookies, Protein chips and health food products under the brand names "Ritebite Max Protein" (Protein fueled healthy snacks) and "Ritebite" (fiber-enriched snacks). It further strengthened the Company's market presence and commitment to address the evolving needs and preferences of health-conscious consumers.

During the year under review, no companies have become or ceased to be its subsidiaries, joint ventures or associate companies, except the acquisition of NIPL. Over a period of time, LIL had not carried out any transactions and it did not foresee any future business prospects, therefore the members of LIL, on January 6, 2025 passed a special resolution for voluntary liquidation of LIL, to realize the value of the asset and distribute the proceeds amongst the stakeholders. As on March 31, 2025, the application of voluntary liquidation of LIL is under process with Hon'ble National Company Law Tribunal, Ahmedabad Bench.

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 Integrated Annual Report. ZWPL is a material subsidiary of the Company, the details of which are provided in the Corporate Governance Report, which forms a part of the Integrated Annual Report. Pursuant to the provisions of regulation 24(1) of the Listing Regulations, Ms. Dharmishtaben N. Raval, Independent Director ("ID"), is nominated on the Board of ZWPL.

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, Rules framed 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 134 of the Act and rule 8(1) of the Accounts Rules, the details of the performance of subsidiary companies are covered in the Audited Financial Statements, which forms part of the Integrated Annual Report.

Pursuant to the provisions of section 129(3) of the Act and Rules framed 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.

Pursuant to the provisions of sections 124 and 125 of the Act and Rules framed thereunder, during the Financial Year ended on March 31, 2025, the Company has transferred equity shares and dividend to IEPF Authority as mentioned below:

i. 8,732 (Eight Thousand Seven Hundred Thirty Two) equity shares of Rs. 10/- (Rupees Ten only) each of 171 (One Hundred Seventy One) 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. 1.06 million (Rupees One Million Sixty Thousand only) held by 3,272 (Three Thousand Two Hundred Seventy Two) members, being the unclaimed dividend for the Financial Year ended on March 31, 2017 to IEPF after giving three notices to the members to claim their unpaid / unclaimed dividend.

As at March 31, 2025, 99,193 (Ninety Nine Thousand One Hundred Ninety Three) equity shares are lying with IEPF.

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

The Company's properties, plants, equipments and stocks / inventory are adequately insured against all major risks. Pursuant to the provisions of regulation 25(10) of the Listing Regulations, Zydus Lifesciences Limited, the Holding company has taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them, which also includes the Directors and Officers' of the Company.

Pursuant to the provisions of regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, MDA, for the Financial Year ended on March 31, 2025, is provided in a separate section, which forms part of the Integrated Annual Report.

All contracts / arrangements / transactions entered into by the Company during the Financial Year ended on March 31, 2025 with related parties were in the ordinary course of business, on an arm's length basis, in accordance with the Policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") and had no conflict with the interest of the Company.

Pursuant to the provisions of section 134(3)(h) of the Act and Rules framed thereunder, disclosure of particulars of material transactions [i.e. transactions exceeding Rs. 10,000/- million (Rupees Ten Thousand Million only) or 10.0% 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 herewith as Annexure-"A". Disclosures on related party transactions as per Ind-AS 24 are set out in Note No. 38 of the Audited Standalone Financial Statements.

As a part of the Company's annual planning process, before the beginning of the Financial Year, omnibus approval of Audit Committee and the Board is obtained for transactions which are planned / repetitive in nature with the related parties and also for unforeseen transactions, within the limits laid down in the Act and Listing Regulations.

Further, approval is sought during the Financial Year for any new transaction / modification to the previously approved limits / terms of contracts with the related parties. This is followed by a quarterly review and approval of the related party transactions by the Audit Committee.

Pursuant to the provisions of regulation 23(1) of the Listing Regulations, the Board has approved RPT Policy and weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Integrated Annual Report. During the Financial Year ended on March 31, 2025, RPT Policy was amended to give effect of amendments in the Listing Regulations.

Pursuant to the provisions of regulation 23(9) of the Listing Regulations, during the Financial Year ended on March 31, 2025, the Company has filed the half yearly disclosures of related party transactions with the stock exchanges and uploaded the same on the website of the Company.

Pursuant to the provisions of section 134(3)(g) of the Act, details of loans, guarantees and investments covered under section 186(4) of the Act are given in the notes to the Audited Standalone Financial Statements, which forms of the Integrated Annual Report.

As at March 31, 2025, your Company's Board is comprised of 7 (seven) Directors who have considerable experience in their respective fields. The composition of the Board and category of Directors as on March 31, 2025 is as under:

Other statutory details are provided in the Corporate Governance Report, which forms a part of the Integrated Annual Report.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and the Board, the members at the 30^th (Thirtieth) AGM held on August 2, 2024 passed an ordinary resolution for re-appointment of Mr. Tarun Arora (DIN: 07185311) as a CEO & WTD of the Company for a further period of 5 (five) years with effect from May 7, 2025 to May 6, 2030, liable to retire by rotation.

Pursuant to the provisions of regulation 17(1D) of the Listing Regulations and based on the recommendation of NRC and the Board, the members at the 30^th (Thirtieth) AGM held on August 2, 2024 passed an ordinary resolution for regularization of Mr. Ashish P. Bhargava (DIN: 02574919) as a Nominee Director of the Company.

Further, Mr. Ashish P. Bhargava representing Threpsi Care LLP ("Threpsi") has tendered his resignation w.e.f. September 30, 2024 due to reduction in the shareholding of Threpsi below specified threshold limit. Consequent to the resignation of Mr. Ashish P. Bhargava, he also ceased as the member of various Committees of the Board w.e.f. September 30, 2024 and the said Committees were re-constituted, details of which are provided in the Corporate Governance Report, which forms a part of the Integrated Annual Report.

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

Pursuant to the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Ganesh N. Nayak (DIN: 00017481) will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

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(8) of the Listing Regulations from IDs confirming that they are not disqualified for continuing as ID's. There has been no change in the circumstances affecting their status as IDs of the Company.

All IDs have complied with the Code for Independent Directors prescribed under Schedule IV to the Act. As per the declaration received from all IDs, they have registered themselves with The Indian Institute of Corporate Affairs. Further, they have qualified the online proficiency self-assessment test or are exempted from passing the test, as required under section 150 of the Act read with rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Pursuant to the provisions of rule 8(5)(iiia) of the Accounts Rules, in the opinion of the Board, all IDs possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

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"), particulars of Director seeking re-appointment at the ensuing AGM is annexed to the notice convening Thirty First AGM.

Pursuant to the provisions of sections 2(51) and 203 of the Act, the following persons are the KMP as on March 31, 2025 and there were no changes in KMP during the year under review.

1. Mr. Tarun Arora, CEO & WTD,

2. Mr. Umesh V. Parikh, Chief Financial Officer (" CFO"), and

3. Mr. Nandish P. Joshi, Company Secretary ("CS") and Compliance Officer.

Pursuant to the provisions of Schedule IV of the Act, Rules framed thereunder and regulation 17(10) of 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 Integrated 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 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 NRC and the Board evaluated the performance of the

(i) Committees constituted by the Board,

(ii) individual Directors taking into consideration various aspects and

(iii) Chairman of the Board. While evaluating, following parameters were taken into consideration:

1. Committees constituted by the Board:

Contribution of the Committee in development of corporate strategy, proper formation of the Committee, robust and effective Risk Management Systems, updates on the latest regulatory developments and allocation of sufficient time for discussion at Committee meetings.

2. Individual Directors: Attendance at different meetings, preparedness to devote sufficient time for the meetings, relationship with the Chairman, other Board members, KMP and Senior Management, updating knowledge with latest developments in regulatory and market conditions, and expressing views on specialized agenda items.

3. Chairman of the Board: Effective Leadership, relationship and communication with shareholders, proper information to the Board members in agenda papers circulated to the Directors for meetings and utilization of services of CFO and CS to maximize the value.

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

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 weblink of the same is provided in a separate section in Corporate Governance Report, which forms part of the Integrated Annual Report.

During the Financial Year ended on March 31, 2025, the NRC Policy was amended to suitably modify the definition of Senior Management.

The remuneration paid to the Directors, KMP and Senior Management is in accordance with the NRC Policy of the Company. More details are provided in the Corporate Governance Report which forms a part of the Integrated Annual Report.

For the Financial Year ended on March 31, 2025, Mr. Tarun Arora, CEO & WTD, has drawn remuneration of Rs. 14.17 million (Rupees Fourteen Million One Hundred Seventy Thousand only) from the Company and Rs. 91.93 million (Rupees Ninety One Million Nine Hundred Thirty Thousand only) from ZWPL, aggregating to Rs. 106.10 million (Rupees One Hundred Six Million One Hundred Thousand only).

During the Financial Year ended on March 31, 2025, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

The Company has received disclosure from all the Directors, that they are not disqualified from being appointed / continuing as a Director as specified under sections 164(1) and 164(2) of the Act read with rule 14(1) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

The Company has adopted the Code of Fair Disclosure and Conduct and Code for Prevention of Insider Trading and for internal procedures and conduct for regulating, monitoring and reporting of trading by the Insiders ("Insider Trading Code") 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 Integrated Annual Report.

During the Financial Year ended on March 31, 2025, the Insider Trading Code was amended to suitably modify the changes related to the provisions of Trading Plan in the Insider Trading Regulations.

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, 2025 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.

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, 5 (five) Board meetings were held during the Financial Year ended on March 31, 2025 and the time gap between any 2 (two) Board meetings was not more than 120 (one hundred twenty) days. The Board approved 4 (four) resolutions passed by circulation, on September 30, 2024, November 26, 2024, February 1, 2025 and March 28, 2025. Other information with regard to the Board meetings is given in the Corporate Governance Report, which forms a part of the Integrated Annual Report.

As at March 31, 2025, the Board has formed has 7 (seven) Committees viz.

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Risk Management Committee,

(iv) Corporate Social Responsibility and Environment Social and Governance Committee,

(v) Stakeholder's / Investor's Relationship Committee,

(vi) Share Transfer Committee and

(vii) Finance and Administration Committee.

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

Details on the composition of the Board and its Committees, governance of Committees including their terms of reference, number of Committee meetings held during the Financial Year ended on March 31, 2025 and attendance of the members, are provided in the Corporate Governance Report, which forms a part of the Integrated Annual Report.

The composition and terms of reference of all the Committees of the Board are in line with the provisions of the Act and the Listing Regulations.

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, Company Secretaries, confirming the compliance, forms a part of the Integrated Annual 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 the ensuing Thirty First AGM of the Company. Their term shall expire after the ensuing AGM.

Based on the recommendation of the Audit Committee, the Board at its meeting held on May 19, 2025 recommended re-appointment of Mukesh M. Shah & Co. as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from the conclusion of Thirty First AGM till the conclusion of Thirty Sixth AGM.

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

The Board has duly reviewed the Statutory Audit Report for the Financial Year ended on March 31, 2025 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.

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 Board at their meeting held on May 19, 2025, based on recommendation of the Audit Committee, 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, 2026 at a remuneration of Rs. 0.36 million (Rupees Three Hundred Sixty 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. 9 of the Notice convening Thirty First AGM.

Dalwadi & Associates holds a valid certificate of practice. They have confirmed that they are not disqualified under section 141 read with sections 139 and 148 of the Act and their appointment meets the requirements as prescribed under section 141(3) of the Act. They have also confirmed that they are independent of the management and no orders or proceedings are pending against them relating to professional conduct before the Institute of Cost Accountants of India or any other competent court / authority.

The Cost Audit Report for the Financial Year ended on March 31, 2024, did not contain any qualification, reservation, or adverse remarks and was filed with the Central Government within the prescribed time limit.

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, Company Secretaries, to undertake Secretarial Audit of the Company for the Financial Year ended on March 31, 2025. The Secretarial Audit Report is annexed herewith as Annexure-"B".

The Board has duly reviewed the Secretarial Audit Report and response to the observations and comments appearing in the report are mentioned below:

a. Intimation with regard to Analysts & Institutional Investors Meet: The intimation was given one working day in advance as it took some time to freeze the list of participants for the group meeting based on their availability. The Company has disseminated a copy of cautionary emails on websites of NSE and BSE on March 29, 2025 and placed the same for noting before the Board at its meeting held on May 19, 2025 along with corrective measures taken to prevent any such recurrence in the future.

b. Meetings of Risk Management Committee ("RMC"): The meeting of RMC was held only once during the Financial Year ended on March 31, 2025. Since the amendment in regulation 21(3A) of the Listing Regulations came in December, 2024, the management tried to contact the members of RMC and took their time to ensure compliance with amended regulation 21(3A) of the Listing Regulations. Due to their pre-occupation and non-availability of dates until March, 2025 and due to Financial Year end, the earliest and aligned date amongst all the RMC members which the management could block was April 30, 2025, on which the RMC meeting was held.

Further, in terms of the amended regulation 24A of the Listing Regulations, the Board at their meeting held on May 19, 2025, based on recommendation of the Audit Committee, has recommended to the members the appointment of Hitesh Buch & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (five) consecutive Financial Years commencing from April 1, 2025 to March 31, 2030. Necessary details for appointment are provided in the

Notice of AGM, which forms a part of the Integrated Annual Report.

The Company has received from the said Secretarial Auditors the consent, eligibility certificate and confirmation that they hold a valid certificate issued by the ‘Peer Review Board' of the ICSI. Further, they have confirmed that they are not disqualified to be appointed as the Secretarial Auditors.

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".

Pursuant to the provisions of regulation 24A(2) of the Listing Regulations, Hitesh Buch & Associates, Company Secretaries, have issued Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2025. The report was placed before the Board meeting held on May 19, 2025, which is also uploaded on the website of the Company and can be accessed at https://zyduswellness.com/investor/ disclosurs/q/secretarial-compliance-report-2024-25. pdf. Response to the observations / remarks in the Annual Secretarial Compliance Report are same as provided in point no. iii above.

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

During the Financial Year ended on March 31, 2025, 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.

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 the Financial Year 2024-2025, including BRSR core parameters and Independent reasonable assurance statement issued by Intertek India Private Limited, forms a part of the Integrated Annual Report.

Pursuant to the provisions of section 135 read with section 134(3)(o) of the Act and rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") framed 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. The 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 a part of the Integrated Annual Report.

During the Financial Year ended on March 31, 2025, the Company contributed an amount of Rs. 6.41 million (Rupees Six Million Four Hundred Ten Thousand only) towards CSR activity. The CSR and ESG Committee confirmed that the implementation and monitoring of the CSR activity was done in compliance with the CSR objectives and Policy of the Company.

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".

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 Integrated 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, which forms a part of the Integrated Annual Report.

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, 2025, 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:

Orderly and efficient conduct of its business,

Safeguarding of its assets,

Prevention and detection of frauds and errors,

Accuracy and completeness of the accounting records and

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, 2025 that have materially affected or are reasonably likely to materially affect the IFC. The management has also come to a conclusion that the IFC and other financial reporting were effective during the Financial Year ended on March 31, 2025 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.

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 among 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.

During the Financial Year ended on March 31, 2025, the Board meeting held on August 2, 2024 approved the amendments in Whistle Blower Policy to widen the coverage of the Policy to cover all the stakeholders. The 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 Integrated Annual Report. During the Financial Year ended on March 31, 2025, no person was denied access to the Chairperson of the Audit Committee and no complaint was received under the whistle blower mechanism.

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.

The Company has also adopted "Anti-Corruption 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.

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 POSH Act and the Rules framed thereunder. In terms of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, the Company has constituted 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, 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, 2025, the Company conducted virtual training sessions for employees to build awareness about the Policy and the provisions of the POSH Act.

During the Financial Year ended on March 31, 2025, the Company has not received any complaint of sexual harassment.

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, 2025, in the prescribed Form No. MGT-7 is uploaded on the website of the Company at https://www. zyduswellness.com/investors.php#annual-return.

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 information as required with respect to remuneration of Directors and employees is provided in Annexure-"D".

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

During the Financial Year ended on March 31, 2025, the Company has not-

i. issued any shares, warrants, debentures, bonds or any other convertible or non-convertible securities,

ii. issued any shares with differential voting rights,

iii. issued any sweat equity shares and

iv. made any changes in voting rights.

Pursuant to the provisions of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, for the Financial Year ended on March 31, 2025:

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

iv. 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, v. 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,

vi. There is no change in the nature of business,

vii. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future,

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

ix. There was no revision of the financial statements and the Board's Report during the Financial Year ended on March 31, 2025.

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 co-operation.