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.

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, 2025, are
summarized below:

Results of operations:

During the year under review, the consolidated revenue
from operations grew by 16.4% to ' 27,089 million (Rupees
Twenty Seven Thousand Eighty Nine Million only) from
' 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 ' 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
' 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 ' 2,926 million (Rupees Two Thousand
Nine Hundred Twenty Six Million only). The Company
has achieved standalone Profit Before Tax of ' 407 million
(Rupees Four Hundred Seven Million only) and Profit After
Tax of ' 306 million (Rupees Three Hundred Six Million only).

Dividend:

During the Financial Year ended on March 31, 2025, your
Directors have recommended a final dividend of ' 6/- (Rupees
Six only) (60.0%) per equity share on 6,36,32,144 Equity
Shares of ' 10/- (Rupees Ten only) each fully paid-up for
the Financial Year ended on March 31, 2025, amounting to
' 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.

Sub-Division / Split of Equity Shares:

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 ' 10/- (Rupees Ten only) each, fully paid-up, will be sub¬
divided into 5 (five) equity shares having face value of ' 2/-
(Rupees Two only) each, fully paid-up and alteration in the
existing Capital Clause of the Memorandum of Association
of the Company.

Consolidated Financial Statements:

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.

Capital Structure and Listing of Shares:

The paid-up share capital of the Company as on
March 31, 2025 is ' 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 ' 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.

Subsidiary companies:

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 ' 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.zvduswellness.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.

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 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 ' 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. ' 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.

Public Deposits:

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.

Insurance:

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.

Management Discussion and Analysis ("MDA"):

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.

Related Party Transactions:

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
' 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

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

i. Re-appointment of Chief Executive Officer & Whole
Time Director ("CEO & WTD"):

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.

ii. Regularization and resignation of
Mr. Ashish P. Bhargava as a Nominee Director:

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.

iii. Retirement by rotation:

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.

iv. 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(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.

v. Details of Director seeking re-appointment:

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.

vi. Key Managerial Personnel ("KMP"):

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.

vii. Board Evaluation:

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.

I n 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.

viii. 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 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.

ix. Remuneration to Directors, KMP and 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
' 14.17 million (Rupees Fourteen Million One Hundred
Seventy Thousand only) from the Company and
' 91.93 million (Rupees Ninety One Million Nine Hundred
Thirty Thousand only) from ZWPL, aggregating to
' 106.10 million (Rupees One Hundred Six Million One
Hundred Thousand only).

x. Pecuniary relationship:

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.

xi. Non-disqualification:

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.

Insider Trading Regulations:

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.

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, 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.

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, 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.

Committees of the Board:

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.

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, Company
Secretaries, confirming the compliance, forms a part of the
Integrated 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 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.

ii. Cost Auditors and Audit Report:

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
' 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.

iii. Secretarial Auditors and 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,
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".

iv. Annual Secretarial Compliance Report:

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://zvduswellness.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.

Cost Accounts and Records:

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.

Compliance with Secretarial Standards:

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.

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 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.

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

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 ' 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".

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
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.

Internal Financial Control and its 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, 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.

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
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.

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.

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.

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

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.

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, 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.

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 information as
required with respect to remuneration of Directors and
employees 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, the 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, 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,

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 co-operation.

By Order of the Board of Directors
Dr. Sharvil P. Patel

Date : May 19, 2025 Chairman

Place : Ahmedabad DIN: 00131995