Your Directors are pleased to present Thirty Second Annual Report (Integrated), along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on March 31, 2026 ("year under review”). 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”).

Pursuant to the provisions of section 134(3) read with rule 8 of the Accounts Rules, the standalone and consolidated financial performance of the Company, for the Financial Year ended on March 31,2026, are summarized below:

Results of operations:

During the year under review, the consolidated revenue from operations and other income grew by 45.7% to ' 39,674 million (Rupees Thirty Nine Thousand Six Hundred Seventy Four Million only) from ' 27,225 million (Rupees Twenty Seven Thousand Two Hundred Twenty Five Million only) in the financial year 2024-2025. The profit before tax decreased by 35.8% y-o-y to ' 2,305 million (Rupees Two Thousand Three Hundred Five Million only). Net profit after tax (before OCI) decreased by 43.2% y-o-y to ' 1,972 million (Rupees One Thousand Nine Hundred Seventy Two Million only). The Net Profit margin, as a % (Percentage) to total operating income during the current year is 5.0%. A detailed analysis of performance for the year under review has been included in the Management Discussion and Analysis Report on page no. 106, forming part of the Integrated Annual Report. The EPS on consolidated financials for the year under review was ' 6.20 (Six Rupees Twenty Paisa only).

During the year under review, the standalone revenue from operations and other income was ' 5,940 million (Rupees Five Thousand Nine Hundred Forty Million only). The Company has achieved standalone Profit Before Tax of ' 488 million (Rupees Four Hundred Eighty Eight Million only) and Profit after Tax of ' 376 million (Rupees Three Hundred Seventy Six Million only). The EPS on standalone financials for the year under review was ' 1.18 (One Rupee Eighteen Paisa only).

Dividend:

During the year under review, your Directors have recommended a final dividend of ' 1.20 (One Rupee Twenty Paisa only) (60.0%) per equity share on 31,81,60,720 Equity Shares of ' 2/- (Rupees Two only) each fully paid-up for the Financial Year ended on March 31, 2026, 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 name stands registered in the Register of members on Friday, July 17, 2026 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 ("the Depositories”), as beneficial owners.

The Dividend Payout Ratio for the Financial Year ended on March 31, 2026 is 19.4% of consolidated profit after tax. The Income Tax Act, 2025, ("the IT Act”), mandates that dividend 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 Thirty Second 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 on page no. 174, 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:

During the year under review, the Board approved the subdivision / split of equity shares, such that 1 (one) equity share having face value of ' 10/- (Rupees Ten only) each, fully paid-up, was sub-divided into 5 (five) equity shares having face value of ' 2/- (Rupees Two only) each, fully paid-up. Furthermore, the members, vide resolution passed at the Thirty First AGM held on July 30, 2025, approved the aforementioned sub-division / split of equity shares and the consequential alteration in the Capital Clause of the Memorandum of Association of the Company.

After the requisite approvals of the Stock Exchanges i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and Depositories, new ISIN: INE768C01028 was allotted to the Company. The effect of change in face value of the share was reflected in the share price at the Stock Exchanges where the Company is listed i.e. BSE and NSE effective from September 18, 2025 i.e. record date for the purpose of subdivision / split of equity shares 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.

Listing of Shares:

The equity shares of the Company are listed on NSE and BSE. The equity shares of the Company are actively traded on NSE and BSE and have not been suspended from trading.

Subsidiary Companies:

As on March 31,2026, the Company has 3 (three) Indian wholly owned subsidiary companies [including 1 (one) indirect step down wholly owned subsidiary] and 7 (seven) foreign wholly owned subsidiary companies [including 4 (four) indirect step down wholly owned subsidiaries] as mentioned below:

* With effect from August 29, 2025.

@ Incorporated on August 5, 2025.

The Board at its meeting held on June 24, 2025, accorded inprinciple approval for expeditious consolidation of the business of Naturell (India) Private Limited ("NIPL”), a wholly owned subsidiary (until September 20, 2025) with the Company on a going concern basis pursuant to the provisions of section 59 and other applicable provisions of The Insolvency and Bankruptcy Code, 2016 ("IBC, 2016”) read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 ("VLP Regulations”) made thereunder and the provisions of the Act.

The Board and the members at the extra ordinary general meeting of NIPL held on June 24, 2025 and July 1, 2025 respectively, accorded their approval for voluntary liquidation on a going concern basis. Pursuant to the voluntary liquidation process, the Liquidator of NIPL, has distributed the entire business undertaking of NIPL on a going concern basis to the Company on and with effect from September 20, 2025.

The consolidation has led to simplification of corporate structure, synergetic savings and efficiencies due to larger scale of operations of the Company. As on March 31, 2026, the application for dissolution is under process with Hon'ble National Company Law Tribunal, Ahmedabad Bench. Naturell Inc., USA became direct wholly owned subsidiary with effect from September 20, 2025, due to aforesaid distribution of the business undertaking of NIPL.

During the year under review, Alidac UK Limited ("Alidac”) was incorporated in United Kingdom as a wholly owned subsidiary of the Company with effect from August 5, 2025.

During the year under review, Alidac UK Limited, a wholly owned subsidiary acquired Comfort Click Limited ("CCL”) in United Kingdom, at an equity value of GBP 242 million (GBP Two Hundred Forty Two Million only) including agreed profit ticker. This acquisition marked the Company's first overseas acquisition and its entry into the Vitamins, Minerals and Supplements ("VMS”) category and aligns with the strategic vision of expanding the Company's international footprint while deepening the capabilities in consumer-centric health, presence in digital health and personalised wellness.

CCL is one of the fastest growing digital consumer healthcare platforms in the VMS category. CCL has been recognized as one of the top 1000 fastest growing companies in Europe by the Financial Times for 3 (three) consecutive years. CCL has operations across United Kingdom and Europe (EU) and is expanding its operations in the United States of America. CCL has a strong and diversified portfolio across adult, kids and pet categories. Comfort Click's business portfolio comprises three brands: (i) WeightWorld which includes plant-based supplements, vitamins and minerals, collagen, omegas, probiotics, and micronutrients, and sports nutrition for adults, (ii) Maxmedix a specialty VMS gummy brand which caters to all pediatric nutritional requirements and (iii) Animigo a natural pet VMS brand which offers a range of pet care products. Comfort Click Limited, Ireland, Comfort Click LLC, USA and Comfort Click Softech Private Limited, India, wholly owned subsidiaries of CCL became step-down subsidiaries of the Company on account of the aforesaid transaction.

During the year under review, no companies have become the subsidiaries, joint ventures or associate companies, except incorporation of Alidac and acquisition of CCL and its subsidiaries. Liva Investment Limited ("LIL”), a wholly owned subsidiary was dissolved with effect from August 20, 2025 and NIPL ceased to be a wholly owned subsidiary with effect from September 20, 2025. Except, LIL and NIPL, no companies ceased to be 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. Though company continued to operate in FMCG segment it has forayed into international territory through acquisition of CCL that operates its business into VMS category. The 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 weblink of the same is provided in a separate section in Corporate Governance Report on page no. 175, which forms part of the Integrated Annual Report. ZWPL and CCL are material subsidiaries 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 and Mr. Akhil A. Monappa, Independent Directors are nominated on the Board of ZWPL and CCL, material subsidiary companies, respectively. 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 include 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 on page no. 340.

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 year under review, the Company has transferred equity shares and dividend to IEPF Authority as mentioned below:

i. 43,910 (Forty Three Thousand Nine Hundred Ten) equity shares of ' 2/- (Rupees Two only) each of 176 (One Hundred Seventy Six) 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. ' 0.76 million (Rupees Seven Hundred Sixty One Thousand Nine Hundred Twenty Eight only) held by 2,187 (Two Thousand One Hundred Eighty Seven) members, being the unclaimed dividend for the Financial Year ended on March 31, 2018 to IEPF after giving three notices to the members to claim their unpaid / unclaimed dividend.

As at March 31, 2026, 5,35,270 (Five Lakhs Thirty Five Thousand Two Hundred Seventy) 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 year under review.

Insurance:

The Company's properties, plants, equipment and stocks / inventory are adequately insured against all major risks. Also, the Company has insurance cover for product liability. 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 year under review, is provided in a separate section on page no. 106, which forms part of the Integrated Annual Report.

Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company during the year under review 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 read with rule 8(2) of the Accounts Rules and the Listing Regulations, disclosure of particulars of material transactions [i.e. for the Financial Year ended on March 31, 2026, the transactions exceeding 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. 39 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 on page no. 174, which forms part of the Integrated Annual Report.

Pursuant to the provisions of regulation 23(9) of the Listing Regulations, during the year under review, the related party transactions were disclosed to the stock exchanges in the prescribed format and are uploaded on the website of the Company, on the date of publication of Standalone and Consolidated Financial results, for the half year.

Particulars of Loans, Guarantees and Investments:

Pursuant to the provisions of section 134(3)(g) of the Act and Schedule V of the Listing Regulations, 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.

Directors and Key Managerial Personnel:

As at March 31, 2026, 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, 2026 is as under:

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

i. Appointment of Director:

Based on the recommendation of the NRC, the Board at its meeting held on May 18, 2026, passed a resolution to appoint Mr. Apurva S. Diwanji (DIN: 00032072) as an Independent Director ("ID”) of the Company for the term of 5 (five) years effective from May 18, 2026 up to May 17, 2031, not liable to retire by rotation, subject to approval of the members at the Thirty Second AGM scheduled to be held on August 4, 2026.

In the opinion of the Board, Mr. Apurva S. Diwanji possesses requisite expertise, integrity, experience and proficiency.

ii. 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, Dr. Sharvil P Patel (DIN: 00131995) will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

iii. 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. There has been no change in the circumstances affecting their status as ID of the Company.

All IDs have complied with the Code for Independent Directors prescribed under Schedule IV of 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 ("the Directors Rules”), 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.

iv. Details of Directors seeking appointment / reappointment:

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 Directors seeking appointment / re-appointment at the ensuing AGM is annexed to the notice convening Thirty Second AGM.

v. 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 31,2026 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.

vi. 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 on page no. 156, 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.

vii. Nomination and Remuneration Policy:

Pursuant to the provisions of section 178(3) of the Act and regulation 19(4) read with Part D of Schedule II of the Listing Regulations, 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 on page no. 175, which forms part of the Integrated Annual Report.

viii. 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. The more details on remuneration are provided in the Corporate Governance Report on page no. 161, which forms a part of the Integrated Annual Report.

For the Financial Year ended on March 31, 2026, Mr. Tarun Arora, CEO & WTD, has drawn remuneration of ' 15.32 million (Rupees Fifteen Million Three Hundred Twenty Thousand only) from the Company and ' 78.85 million (Rupees Seventy Eight Million Eight Hundred Fifty Thousand only) from ZWPL, aggregating to ' 94.17 million (Rupees Ninety Four Million One Hundred Seventy Thousand only).

ix. Pecuniary relationship or transactions:

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.

x. 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 Directors Rules 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.

Prohibition of Insider Trading Regulations:

Pursuant to the provisions of regulation 8(1), 9(1) and 3(2A) of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations”), the Company has adopted (i) a 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”) and (ii) Policy for determination of "Legitimate Purpose” for sharing unpublished price sensitive information ("UPSI”) to establish a mechanism for sharing UPSI in the ordinary course of business by an insider of the Company. Other details on Insider Trading Regulations are provided in the Corporate Governance Report on page no. 165, which forms a part of the Integrated 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, 2026 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, 6 (six) Board meetings were held as per the details provided below, during the year under review 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 passed by circulation, on September 3, 2025, October 24, 2025 and March 11, 2026. 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, 2026, 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.

The 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 year under review 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. ("MMSCO”), Chartered Accountants (Firm Registration No. 106625W) were

R. Nanabhoy & Co. 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, 2025, 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 ("the Managerial Personnel Rules") and regulation 24A(1) of the Listing Regulations, the Board has appointed Hitesh Buch & Associates, Company Secretaries, based on recommendation of the Audit Committee to undertake Secretarial Audit of the Company for a term of 5 (five) consecutive years commenced from April 1, 2025 till March 31, 2030. The said appointment was approved by the members at the Thirty First AGM of the Company held on July 30, 2025. Hitesh Buch & Associates have also confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company in terms of provisions of the Act & Rules made thereunder and Listing Regulations. Hitesh Buch & Associates have provided the Secretarial Audit Report for the year under review, which is annexed herewith as Annexure-"B".

The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board as provided under section 134(3)(f) of the Act. The Secretarial Audit Report does not contain any adverse remarks or qualifications.

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". The Secretarial Audit Report of ZWPL does not contain any adverse remarks or qualifications.

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 year under review. The Annual Secretarial Compliance Report does not contain any adverse remarks or qualifications.

v. Internal Audit:

Pursuant to the provisions of section 138(1) read with rule 13(1)(a) of the Accounts Rules, based on the recommendation of the Audit Committee, the Board at its meeting held on May 19, 2025, appointed Ernst & Young LLP as Internal Auditor of the Company for the year under review. Further, based on recommendation of the Audit Committee, the Board at its meeting held on May 18, 2026, appointed Protiviti India Member Private Limited as Internal Auditor of the Company for the Financial Year ending on March 31,2027.

Moreover, the in-house management audit team carries out the internal audit of the operations of the Company. The local chartered accountant firm regularly conducts the audit of finished goods lying with Consignment and Forwarding Agents of subsidiary of the Company.

Compliance with Secretarial Standards:

During the year under review, pursuant to the provisions of section 118(10) of the Act, 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 year under review, including BRSR core parameters and Independent reasonable assurance statement issued by SGS India Private Limited, which 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 include 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 are provided in a separate section in Corporate Governance Report on page no. 174, which forms a part of the Integrated Annual Report.

During the year under review, the Company contributed an amount of ' 8.72 million (Rupees Eight Million Seven Hundred Twenty Thousand only) towards CSR activity to Zydus Foundation ("ZF”), a section 8 company and an implementing agency. The above amount, though contributed

by the Company for an ongoing project, but remained unspent as at March 31, 2026 and hence, in compliance with the provisions of section 135(6) of the Act, the said unspent amount was transferred to "Unspent CSR Account-2025-26” on April 21, 2026.

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 RMC and adopted the Risk Management Policy. The details of the Committee, terms of reference and weblink of the Policy are set out in 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 take 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 nonbusiness risks.

The discussion on risks and concerns are covered in MDA on page no. 106, 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, 2026, 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 review. 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 year under review 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 year under review 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.

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 on page no. 175, which forms a part of the Integrated Annual Report.

During the year under review, 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 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 year under review, the Company conducted virtual training sessions for employees to build awareness about the Policy and the provisions of the POSH Act.

The details of complaints filed, disposed, pending for more than 90 days and pending at the end of the year are provided in the table below:

Annual Return:

Pursuant to the provisions of section 92(3) read with section 134(3)(a) of the Act, the Annual Return for the year under review 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 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 year under review 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 year under review:

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 the Company under the Insolvency and Bankruptcy Code, 2016,

iv. The Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of the Company or its holding Company, pursuant to the provisions of section 67 of Act and Rules made thereunder,

v. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961,

vi. 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,

vii. 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,

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

ix. 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,

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

xi. There was no revision of the financial statements and the Board's Report during the year under review.

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.

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

Date : May 18, 2026 Chairman

Place : Ahmedabad DIN: 00131995