Wockhardt Ltd — AGM Information 2025

Jul 16, 2025

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WOCK/SEC/SE/2025-26/019

16[th] July, 2025

BSE Limited National Stock Exchange of India Limited Corporate Relations Department Exchange Plaza P J Towers, Bandra Kurla Complex, Bandra (E), Dalal Street Mumbai 400 051 Mumbai 400 001 Scrip Code: 532300 NSE Symbol: WOCKPHARMA

Dear Sir/Madam,

Sub: Notice of 26[th] Annual General Meeting and the Annual Report of the Company for the Financial Year 2024-25

The 26[th] Annual General Meeting of the Members of Wockhardt Limited will be held on Friday, 8[th] August, 2025 at 3:30 pm (IST) , through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).

Pursuant to Regulation 29, 30 and 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, we submit herewith the Notice convening the 26[th] Annual General Meeting and the Annual Report of the Company for the Financial Year 2024-25.

Kindly acknowledge receipt of the same.

Thanking you,

For Wockhardt Limited

Rashmi Digitally signed by Rashmi Dinesh Dinesh Mamtura Date: 2025.07.16 Mamtura 19:44:58 +05'30' Rashmi Mamtura Company Secretary

Encl: a/a

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Saving Lives

WOCKHARDT LIMITED

Registered Office: D-4 MIDC, Chikalthana, Chhatrapti Sambhajinagar – 431 006 Global Headquarters: Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051 CIN: L24230MH1999PLC120720

Telephone: 91-240-6694444; Fax: 91-240-2489219 Email ID: investorrelations@wockhardt.com; Website: www.wockhardt.com

NOTICE

Notice is hereby given that the Twenty-Sixth Annual General Meeting (“AGM”) of the Members of WOCKHARDT LIMITED will be held on Friday, August 8, 2025 at 3:30 p.m. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Audited Financial Statements:

• To receive, consider and adopt:

• a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon; and

• b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Report of the Auditors thereon.

2. Appointment of Director retiring by rotation:

To appoint a Director in place of Dr. Murtaza Khorakiwala (DIN: 00102650), who retires from office by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Ratification of remuneration payable to the Cost Auditors for the Financial Year 2025-26:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, as amended (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of ₹ 3,35,000 (Rupees Three Lakh Thirty Five Thousands Only) plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. Kirit Mehta & Co., Cost Accountants (Firm Registration No. 000353), appointed by the Board of Directors of the Company as Cost Auditors for conducting Cost Audit of the Company for the Financial Year ending on March 31, 2026, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution) be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to the said resolution.”

4. Appointment of Mr. Virendra G. Bhatt, Practicing Company Secretary as Secretarial Auditor of the Company:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to Section 204 of the Companies Act, 2013 (“Act”), Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Regulation 24A the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”) and such other laws as may be applicable, and pursuant to the recommendation of Audit Committee and the Board of Directors (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), consent

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of the Members be and is hereby accorded for appointment of Mr. Virendra G. Bhatt, Practicing Company Secretary (Membership No. 1157 and COP No. 124, Peer Review Certificate No. 6489/2025 valid till February 28, 2030) as the Secretarial Auditor of the Company to hold office for a term of 5 (five) consecutive years i.e. from the conclusion of 26[th] AGM till the conclusion of 31[st] AGM (to be held during calendar year 2030) on such remuneration as may be mutually agreed with the Secretarial Auditor.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to the said resolution.”

5. Approval of Material Related Party Transactions:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (the “SEBI Listing Regulations”), Section 188 and other applicable provisions of the Companies Act, 2013 to the extent applicable (the “Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and on the basis of the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into/continue to undertake transactions pursuant to Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) with and amongst the subsidiaries of the Company and other entities falling within the definition of “Related Party” as per the Act and the SEBI Listing Regulations (hereinafter referred to as the “Related Parties”), on such key terms and conditions as detailed in the Explanatory Statement to this resolution and as may be mutually agreed between Related Parties and the Company/ its Subsidiary, such that the maximum value of the Related Party Transaction with such Party, in aggregate, does not exceed the value as specified in the Explanatory Statement to this resolution against respective Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) in any Financial Year, provided further that all transaction(s) pursuant to the said Contract(s)/ Arrangement(s) shall be carried out in the ordinary course of business of the Company and shall be at arm’s length basis.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, Contract(s), Scheme(s), Agreement(s) and such other documents as may be required, seeking necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all issues, questions, difficulties or doubts whatsoever that may arise and to take requisite decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by way of this resolution; and

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

6. Revision in remuneration payable to Dr. Huzaifa Khorakiwala (DIN: 02191870), Executive Director:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), and subject to other requisite approvals as may be necessary, consent of the

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Members be and is hereby accorded for revision of remuneration payable to Dr. Huzaifa Khorakiwala (DIN: 02191870), Executive Director, for the period of 3 (three) years i.e. period commencing from March 31, 2026 and ending on March 30, 2029 as detailed below:

• A. Basic Salary:

• ₹ 24,00,000 (Rupees Twenty Four Lakh Only) per month

• B. Perquisites/Allowances:

Other benefits, perquisites and allowances (viz. housing, furnishing and repairs, security services, utility allowances like gas, electricity, water, car and driver, insurance, leave travel concession for self and family, medical reimbursement, club membership, telephone etc.).

The amount of such perquisites and allowances shall be as per Company’s Policy and Rules. However, the total amount of such basic salary, perquisites and allowances shall not exceed in aggregate the amount of ₹ 4 Crore per annum.

• C. Contribution to Provident Fund and Superannuation Fund to the extent, these either singly or put together are not taxable under the Income Tax Act, 1961, Gratuity payable at rate not exceeding half a month’s salary for each completed year of service and encashment of leave at the end of the tenure.

• The items in part (C) shall not be included in the computation of limits for the remuneration or perquisites or allowances aforesaid.

RESOLVED FURTHER THAT subject to the provisions of the Act and the rules, circulars, orders and notifications issued thereunder read with Schedule V of the Act and/or guidelines for Managerial Remuneration issued by Government of India or other Appropriate Authority in this regard and as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to such other approvals, sanctions or permissions, if any, as required, and based on recommendation of the Nomination and Remuneration Committee, the Board be and is hereby authorised to further increase or vary the remuneration and components thereof to be paid from time to time to Dr. Huzaifa Khorakiwala, Executive Director, without further approval of the Members of the Company, provided such revised remuneration shall not exceed ₹ 6 Crore per annum.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profit, Dr. Huzaifa Khorakiwala, Executive Director, may be paid the above remuneration as the minimum remuneration pursuant to Sections 197 and 198 read with Schedule V of the Companies Act, 2013 or any other applicable provisions, if any.

RESOLVED FURTHER THAT the Board be and is hereby authorised to settle any questions, difficulties or doubts that may arise in this regard and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers to any Committee of Directors or any Director or Officer of the Company for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT save and except as aforesaid, all the other terms and conditions of the Special Resolution approved and passed by the Members in their Twenty Fourth Annual General Meeting held on August 14, 2023, with respect to the appointment of Dr. Huzaifa Khorakiwala, as the Executive Director of the Company, shall continue to remain in full force and effect.”

7. Revision in remuneration payable to Dr. Murtaza Khorakiwala (DIN: 00102650), Managing Director:

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), and subject to other requisite approvals as may be necessary, consent of the

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Members be and is hereby accorded for revision of remuneration payable to Dr. Murtaza Khorakiwala (DIN: 00102650), Managing Director for a period of 3 (three) years i.e. period commencing from March 31, 2026 and ending on March 30, 2029 as detailed below:

• A. Basic Salary:

• ₹ 24,00,000/- (Rupees Twenty Four Lakh Only) per month

• B. Perquisites/Allowances:

Other benefits, perquisites and allowances (viz. housing, furnishing & repairs, security services, utility allowances like gas, electricity, water, car & driver, insurance, leave travel concession for self and family, medical reimbursement, club membership, telephone etc.).

The amount of such perquisites and allowances shall be as per Company’s Policy and Rules. However, the total amount of such basic salary and perquisites & allowances shall not exceed in aggregate the amount of ₹ 4 Crore per annum.

• C. Contribution to Provident Fund and Superannuation Fund to the extent, these either singly or put together are not taxable under the Income Tax Act, 1961, and Gratuity payable at rate not exceeding half a month’s salary for each completed year of service and encashment of leave at the end of the tenure.

• The items in part (C) shall not be included in the computation of limits for the remuneration or perquisites or allowances aforesaid.

RESOLVED FURTHER THAT subject to the provisions of the Act and the rules, circulars, orders and notifications issued thereunder read with Schedule V of the Act and/or guidelines for Managerial Remuneration issued by Government of India or other Appropriate Authority in this regard and as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to such other approvals, sanctions or permissions, if any, as required, and based on recommendation of the Nomination and Remuneration Committee, the Board be and is hereby authorised to further increase or vary the remuneration and components thereof to be paid from time to time to Dr. Murtaza Khorakiwala, Managing Director, without further approval of the Members of the Company, provided such revised remuneration shall not exceed ₹ 6 Crore per annum.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profit, Dr. Murtaza Khorakiwala, Managing Director, may be paid the above remuneration as the minimum remuneration pursuant to Sections 197 and 198 read with Schedule V of the Companies Act, 2013 or any other applicable provisions, if any.

RESOLVED FURTHER THAT the Board be and is hereby authorised to settle any questions, difficulties or doubts that may arise in this regard and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers to any Committee of Directors or any Director or Officer of the Company for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT save and except as aforesaid, all the other terms and conditions of the Special Resolution approved and passed by the Members in their Twenty Fourth Annual General Meeting held on August 14, 2023, with respect to the appointment of Dr. Murtaza Khorakiwala, as the Managing Director of the Company, shall continue to remain in full force and effect.”

8. Re-appointment of Mr. Akhilesh Krishna Gupta as an Independent Director of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Regulations 17(1)(a), 17(1A) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Akhilesh Krishna Gupta (DIN: 00359325), aged 72 years who was appointed as an Independent Director and who holds office of Independent Director upto August 28, 2025 and being eligible and has given declaration that he meets with the criteria of independence, and in

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respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years from August 29, 2025 to August 28, 2030.

RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI Listing Regulations, approval of the Members of the Company be and is hereby granted for continuation of Directorship of Mr. Akhilesh Krishna Gupta (DIN: 00359325) as an Independent Director of the Company, notwithstanding that he will attain the age of 75 years on July 20, 2027.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution) be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to the said resolution.”

9. Approval for raising of additional capital by way of one or more public or private offerings including through a Qualified Institutions Placement (“QIP”) to eligible investors through an issuance of Equity Shares or other eligible securities for an amount not exceeding ₹ 2,000 Crore:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations made thereunder (including any amendments, statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (the “Act”), the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) (including any amendment, modification, variation or re-enactment thereof) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any amendment, modification, variation or re-enactment thereof) (the “SEBI Listing Regulations”), the provisions of the Foreign Exchange Management Act, 1999, (including any amendments, statutory modification(s) and/or re-enactment(s) thereof) (“FEMA”) and the Foreign Exchange Management (Non Debt Instruments) Regulations, 2017 (including any amendments, statutory modification(s) and/or re-enactment(s) thereof), the Issue of Foreign Currency Convertible Bonds and Ordinary Shares through (Depository Receipt Mechanism) Scheme, 1993, as amended (“FCCB Scheme”) and the Depository Receipts Scheme, 2014 (“2014 Scheme”), and in accordance with the provisions of the Memorandum and Articles of Association of the Company and all other applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable, as amended from time to time, issued by the Government of India (“GOI”), Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges”), and/or any other regulatory/statutory authorities, in India or abroad from time to time, to the extent applicable and subject to the approvals, permits, consents or sanctions of any regulatory/statutory authorities and guidelines and clarifications issued thereon from time to time and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents or sanctions, or which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include a duly constituted Committee of the Board of Directors of the Company), the consent of the Members be and is hereby accorded to the Board to offer, issue and allot (including with provisions for reservations on firm and/or competitive basis, for such part of issue and for such categories of persons as may be permitted) such number of equity shares of the Company of face value of ` 5 each (“Equity Shares”), equity shares through depository receipts including Global Depository Receipts (“GDRs”), American Depository Receipts (“ADRs”), Foreign Currency Convertible Bonds (“FCCBs”) and/or Fully Convertible Debentures (“FCDs”), Partly Convertible Debentures (“PCDs”), Optionally Convertible Debentures (“OCDs”) and/or Non-Convertible Debentures (“NCDs”) and/or other securities convertible into Equity Shares with or without Warrants and/or Convertible Preference Shares or any security convertible into Equity Shares, (hereinafter referred to as “Securities”), or any combination thereof, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of Indian and/or International offering(s) in one or more foreign markets, for cash, at such price or prices, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the Merchant Banker(s) and/or other Advisor(s) or otherwise, for an aggregate amount not exceeding ₹ 2,000 Crore (Rupees Two Thousand Crore Only) by way of one or more public and/or private offerings including Qualified Institutions Placement (“QIP”) in accordance with the provisions of Chapter VI of the ICDR Regulations, to such investors that may be permitted to invest in such issuance of Securities,

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including eligible Qualified Institutions Buyers (“QIBs”) (as defined in the ICDR Regulations), foreign/resident investors (whether Institutions, Incorporated Bodies, Mutual Funds, Individuals or otherwise), Venture Capital Funds (foreign or Indian), Alternative Investment Funds, Foreign Institutional Investors, Foreign Portfolio Investors, Indian and/or Multilateral Financial Institutions, Insurance Companies, Non-Resident Indians, Pension Funds and/or any other categories of investors, whether or not such investors are members of the Company, to all or any of them, jointly or severally through an offer/ placement document and/or other letter or circular (“Offering Circular”) as may be deemed necessary or appropriate, at the sole discretion of the Board, in such manner and such terms and conditions, including the terms of the issuance, security, fixing of record date, and at such price, whether at a premium or discount to market price as may be permitted under applicable law and/or as may be permitted by the relevant regulatory/statutory authority, in such manner and on such terms as may be deemed appropriate by the Board at its absolute discretion (the “Issue”) and without requiring any further approval or consent from the Members.

RESOLVED FURTHER THAT pursuant to the above mentioned resolution:

• a) the Securities proposed to be issued, offered and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company, the Companies Act and other applicable laws;

• b) the Equity Shares that may be issued by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects; and

• c) the Equity Shares to be issued on conversion of Securities convertible into Equity Shares shall be appropriately adjusted for Corporate Actions such as Bonus Issue, Rights Issue, Stock Split, Consolidation of Stock, Merger, Demerger, Transfer of Undertaking, Sale of Division or any such capital or corporate re-organisation or restructuring, if so required under the law.

RESOLVED FURTHER THAT in the event the proposed issuance of securities is undertaken by way of a QIP in terms of Chapter VI of the ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of the ICDR Regulations), the allotment of Eligible Securities (or any combination of Eligible Securities as may be decided by the Board) shall be completed within a period of 365 days from the date of passing of this resolution or such other time period as may be allowed under the ICDR Regulations time to time.

RESOLVED FURTHER THAT in the event that Equity Shares are issued through a QIP in terms of Chapter VI of the ICDR Regulations, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares as Eligible Securities and in case Eligible Securities are eligible convertible securities, then either the date of the meeting in which the Board decides to open the proposed issue or the date on which holder of Eligible Securities become eligible to apply for Equity Shares, as may be determined by the Board or duly authorized Committee or such other date as may be determined pursuant to ICDR Regulations.

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, or GDRs, the relevant date for the purpose of pricing the Securities shall be determined in accordance with the FCCB Scheme and the GDR Scheme, as the case may be (including any amendments thereto or re-enactment thereof, for the time being in force) or as may be permitted under applicable law.

RESOLVED FURTHER THAT any issue of Eligible Securities made by way of a QIP under Chapter VI of ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations (“QIP Floor Price”) and the Board may, at its absolute discretion, also offer a discount of not more than 5% (five percent) or such other percentage as may be permitted under applicable law to the QIP Floor Price;

RESOLVED FURTHER THAT price determined for issuance of Eligible Securities through a QIP under Chapter VI of the ICDR Regulations shall be subject to appropriate adjustments as per the provisions of Regulation 176(4) of the ICDR Regulations, as may be applicable.

RESOLVED FURTHER THAT if any issue of Eligible Securities is made by way of a QIP under Chapter VI of ICDR Regulations, no single allottee shall be allotted more than 50% of the total issue size and the minimum number of allottee shall be in accordance with the ICDR Regulations and that QIBs belonging to the same group (as specified in the Regulation 180(2) of the ICDR Regulations) or who are under same control shall be deemed to be a single allottee;

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RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities or Equity Shares on conversion of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities or Equity Shares as the case may be, on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the ADRs and/or GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per applicable law including but not limited to the terms and conditions in relation to payment of interest, additional interest, premium on redemption, pre-payment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is hereby authorised at its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed in accordance with applicable laws.

RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint/engage Lead Manager(s), Underwriters, Depositories, Custodians, Registrars, Bankers, Lawyers, Advisors, Debenture Trustees and all such agencies as are or may be required to be appointed, involved or concerned and to remunerate them by way of Commission, Brokerage, Fees or the like and also to reimburse them out of pocket expenses incurred by them and also to enter into and execute all such Arrangements, Agreements, Memoranda, Documents, etc. with such agencies.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized, on behalf of the Company, to take all actions and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the Issue, including the finalization and approval of the draft as well as final offer document(s), determining the form and manner of the Issue, identification and class of the investors to whom the Securities are to be offered, utilization of the issue proceeds, authorising any Director(s) or Officer(s) of the Company to sign offer documents, execute necessary documents, agreements, forms, deeds, appointment of intermediaries, open and close the period of subscription of the Issue, determine the issue price, premium amount on issue/conversion of the Securities, if any, rate of interest and all other terms and conditions of the Securities, utilization of the Issue proceeds, signing of declarations, file any necessary forms with regulatory authorities and allot the Securities and to amend, vary or modify any of the above as the Board may consider necessary, desirable or expedient and to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and resolve and settle all questions or difficulties that may arise in regard to such Issue without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) of the Company, including the Capital Raising Committee/Finance & Management Committee (formerly Credit Facilities Committee), in such manner as they may deem fit in their absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and settle any questions or difficulties that may arise in this regard to the Issue.”

By Order of the Board of Directors For Wockhardt Limited

Rashmi Mamtura Company Secretary

Place: Mumbai Date: May 29, 2025

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IMPORTANT NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Act in respect of Item No. 3 to 9 is annexed hereto and forms part of this Notice. Further, (i) the statement pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as the “SEBI Listing Regulations”) and Secretarial Standard on General Meetings (hereinafter referred to as the “Secretarial Standard - 2”), providing details of Director proposed to be appointed/re-appointed at the AGM is provided in “ Annexure A ” to the Notice and (ii) Statement pursuant to the provisions of Section II of Part II of Schedule V of the Act (Including the Secretarial Standard – 2 and the SEBI Listing Regulations, as applicable), in respect of Item No. 6 and 7 of the Notice is enclosed as “ Annexure B ”.

2. The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 21/2021 dated December 14, 2021, 02/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and latest being 09/2024 dated September 19, 2024 in relation to clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), (collectively referred to as “MCA Circulars”) permitted the holding of the AGM through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC/ OAVM on August 8, 2025 at 3:30 p.m. (IST). The AGM shall be deemed to be held at the Registered Office of the Company at D-4 MIDC, Chikalthana, Chhatrapati Sambhajinagar – 431 006. Participation of Members through VC/ OAVM will be reckoned for the purpose of quorum for the AGM as per the Act.

3. In compliance with the provisions of Sections 101, 108 and 136 of the Act read with relevant Rules made thereunder and the aforesaid MCA Circulars and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/ CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 date October 3, 2024 issued by Securities and Exchange Board of India (“SEBI”) (collectively referred to as “SEBI Circulars”) notice of the AGM along with the Annual Report for Financial Year 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) collectively “Depositories”. The Members may note that the Notice and Annual Report for Financial Year 2024-25 will also be available on the Company’s website www.wockhardt.com, websites of the Stock Exchanges i.e. the BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com.

The Members who have not yet registered their e-mail addresses are requested to update their email address on investorrelations@wockhardt.com, with the details such as Name, DPID, Client ID, folio number, PAN copy, mobile number and e-mail id to be able to receive the Notice of the AGM and Annual Report along with voting instructions, login ID and password for remote e-Voting and cast their votes.

1. As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 which came into effect from December 13, 2024, the requirement to send proxy forms is not applicable to general meetings held only through electronic mode. As this AGM would be conducted through VC/ OAVM, the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

2. Institutional/Corporate Members are entitled to appoint authorised representatives to attend, participate at the AGM through VC/ OAVM and cast their votes through e-voting. Institutional/ Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act to the Scrutinizer on his email id at bhattvirendra1945@yahoo.co.in with a copy marked to investorrelations@wockhardt.com. Institutional/ Corporate Members can also upload their Board Resolution/Power of Attorney/Authority Letter, etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-voting” tab in their login.

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1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members. All documents referred to in the Notice and Explanatory Statement will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of the AGM. Members seeking to inspect such documents can send an email to investorrelations@ wockhardt.com.

2. Members, are requested to quote their DP ID and Client ID or Folio No. for all correspondence with the Company/ Registrar and Share Transfer Agent (“RTA”).

3. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company through email to investorrelations@wockhardt.com on or before Monday, August 4, 2025. The same will be replied by the Company suitably.

4. MEMBERS WHO WOULD LIKE TO EXPRESS THEIR VIEWS OR ASK QUESTIONS DURING THE AGM MAY SEND AN EMAIL FROM THEIR REGISTERED EMAIL ADDRESS MENTIONING THEIR NAME, DP ID AND CLIENT ID/FOLIO NUMBER, PAN, MOBILE NUMBER AT INVESTORRELATIONS@WOCKHARDT.COM BETWEEN SATURDAY, AUGUST 2, 2025 (09:00 AM IST) TO MONDAY, AUGUST 4, 2025 (05:00 PM IST) . THOSE MEMBERS WHO HAVE REGISTERED THEMSELVES AS A SPEAKER WILL ONLY BE ALLOWED TO EXPRESS THEIR VIEWS/ASK QUESTIONS DURING THE AGM. THE COMPANY RESERVES THE RIGHT TO RESTRICT THE NUMBER OF SPEAKERS DEPENDING ON THE AVAILABILITY OF TIME FOR THE AGM.

5. In accordance with Section 124(6) of the Act read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), if a Member does not claim the dividend amount for a consecutive period of seven years or more, then the shares held by him/her shall be transferred to the DEMAT Account of IEPF Authority. The unclaimed or unpaid dividend which have already been transferred or the shares which were transferred can be claimed back by the Members from IEPF Authority by following the procedure given on its website i.e. http://iepf.gov.in/IEPF/refund.html. Both unclaimed dividend amount and the shares transferred can be claimed from the IEPF Authority by making an online application in the prescribed form IEPF-5 available on http://iepf. gov.in/IEPF/refund.html. The Company Secretary acts as the Nodal Officer for IEPF matters.

6. In order to enable the Company to remit dividend, as and when declared, electronically through National Electronic Clearing Services (“NECS”), National Electronic Fund Transfer (“NEFT”), etc., Members are requested to provide/update details of their bank accounts indicating the name of the bank, branch, account number, nine-digit MICR code and IFSC code (as appearing on the cheque) along with photocopy of the cheque/cancelled cheque. The said information should be submitted to the Company/RTA if the shares are held in physical form and to the concerned Depository Participants (“DP”), if the shares are held in electronic form.

7. NRI Members are requested to:

8. a) change their residential status on return to India permanently.

9. b) furnish particulars of bank account(s) maintained in India with complete name, branch, account type, IFSC code, MICR code, account number and address of the bank with PIN Code no., if not furnished earlier.

10. Members holding shares:

11. a) in electronic (Demat) form, are advised to inform the particulars of their Bank Account, change of address and E-mail ID to their respective DP only. The Company or its RTA i.e. MUFG Intime India Private Limited cannot act on any request received directly from the Members holding shares in demat mode for changes in any bank mandates or other particulars etc., and such instructions are required to be given directly by the Members to their DP;

12. b) in physical form, are advised to inform the particulars of their bank account, change of address and E-mail ID to the RTA in the prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021.

13. As an on-going measure to enhance the ease of doing business for investors in the securities market, the SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, mandated the following:

14. a) Furnishing of PAN, KYC details including Contact details, Bank details, Specimen Signature and Nomination by holders of physical securities;

15. b) Compulsory linking of PAN and AADHAAR by all the holders of physical securities.

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In case any of the aforesaid information/documents are not provided earlier, the holders of physical shares of the Company are required to furnish the same to the Company or RTA i.e. MUFG Intime India Private Limited at the earliest. Members holding shares in dematerialized form are requested to submit the details to their respective DP.

1. To protect the environment and enable all communication with the Company promptly, Members who have not registered their E-mail ID so far are requested to register the same with DP/RTA for receiving all the communications including Annual Reports, Notices etc. electronically.

2. Issue of Securities in Demat form only: Pursuant to SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018 and pursuant to Regulation 40 of the SEBI Listing Regulations, it has been mandated by SEBI that, request(s) for effecting transfer of securities, shall not be processed by the listed entity unless the securities are held in dematerialized form with a Depository. In view of the above and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. It may be noted that any service request can be processed only after the folio is KYC Compliant.

Further, as an on-going measure to enhance the ease of dealing in securities market by the investors, the SEBI has, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/65 dated May 18, 2022 read with with SEBI Master Circular No. SEBI/ HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, as applicable mandated that the listed companies shall issue the securities in dematerialized form only while processing the following service request:

Sr. No.	Nature/Details of Request	Required Form
1.	Issue of duplicate securities certifcate	Form ISR-4 (along with relevant documents)
2.	Claim from Unclaimed Suspense Account
3.	Renewal/ Exchange of securities certifcate
4.	Endorsement
5.	Sub-division/ Splittingof securities certifcate
6.	Consolidation of securities certifcates/ folios
7.	Transposition	Form ISR-5 (along with relevant documents)
8.	Transmission

Member shall submit the above-mentioned services request vide duly filled-in Form ISR-4 or Form ISR-5 as applicable along with requisite documents. For service requests stated at point no. 3 to 5 above, the Members are required to submit the original security certificate along with relevant form.

1. Members holding shares under different Folio nos. in the same names are requested to apply for consolidation of Folios.

2. It is observed that some Members have still not surrendered their old Share Certificate(s) of Equity Shares of face value ₹10 each for exchange with the new Share Certificate(s) of Equity Shares of face value ₹ 5 each. Such Members are requested to immediately surrender their old Share Certificate(s) of ₹ 10 each to the Company or RTA for doing the needful.

3. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a Common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SEBI SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

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20. Voting through electronic means

In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below:

Mr. Virendra Bhatt, Practicing Company Secretary (ACS No. 1157, CP No. 124/ Peer review Certificate no. 6489/2025) failing whom Ms. Indrabala Javeri, Practicing Company Secretary (ACS No. 2209, CP No. 7245/ Peer review certificate no. 2922/2023) has been appointed as Scrutinizers to scrutinize the remote e-voting process during the AGM in a fair and transparent manner.

The e-voting period begins on TUESDAY, AUGUST 5, 2025 (09:00 AM IST) and ends on THURSDAY AUGUST 7, 2025 (05:00 PM IST) . The e-voting module shall be disabled by NSDL for voting thereafter.

The Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, August 1, 2025 may cast their vote through e-voting or voting at the AGM.

Any person holding shares in physical form and non-individual Members, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. Friday, August 1, 2025 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Company/RTA.

• A person who is not a Member as on the cut-off date stated above should treat this Notice for information purposes only.

• The Members can join the AGM in the VC/ OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors etc. who are allowed to attend the AGM, without restriction on account of a first come first served basis.

• The results on resolutions shall be declared on or after the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of requisite number of votes in favour of the resolutions.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on TUESDAY, AUGUST 5, 2025 (09:00 AM IST) and ends on THURSDAY, AUGUST 7, 2025 (05:00 PM IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Friday, August 1, 2025, may cast their vote electronically. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, August 1, 2025.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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Type of Shareholders	Login Method
	4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under “Shareholder/Member” section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of Shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

through Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022-4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under “Shareholder/Member” section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the “initial password” which was communicated to you. Once you retrieve your “initial password”, you need to enter the “initial password” and the system will force you to change your password.

4. c) How to retrieve your “initial password”?

   • (i) If your email ID is registered in your demat account or with the company, your “initial password” is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your “User ID” and your “initial password”.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhattvirendra1945@yahoo.co.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under “e-Voting” tab in their login.

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1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (“FAQs”) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investorrelations@wockhardt.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investorrelations@wockhardt.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method

for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively Members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by listed companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/ OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/ OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/ OAVM” placed under “ Join meeting ” menu against company’s name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/ OAVM will be available in Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members are required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

Ratification of remuneration payable to Cost Auditors for the Financial Year 2025-26

Pursuant to the recommendation of Audit Committee, the Board, in its meeting held on May 29, 2025 considered and approved the appointment of M/s. Kirit Mehta & Co. (Firm Registration No. 000353), Cost Accountants, as Cost Auditors of the Company, for conducting the cost audit of the Company for the Financial Year ending March 31, 2026 at a remuneration of ₹ 3,35,000 plus applicable taxes and reimbursement of out-of-pocket expenses.

Pursuant to the provisions of Section 148 of the Act and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is subject to ratification by the Members of the Company.

In view of this, the Board of Directors recommends the resolution as set out in Item No. 3 of the Notice for approval/ratification by the Members of the Company by way of an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Item No. 4

Appointment of Mr. Virendra G. Bhatt, Practicing Company Secretary as Secretarial Auditor of the Company

Pursuant to Regulation 24A of the SEBI Listing Regulations as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, on the basis of the recommendations of Board of Directors, the shareholders of every listed company shall approve the appointment of a Peer Reviewed Practicing Company Secretary as Secretarial Auditor for not more than a term of 5 (five) consecutive years and in case of a Secretarial Audit Firm – not more than two consecutive terms of 5 (five) years.

In view of the above and considering the excellent services provided by Mr. Virendra G. Bhatt, Practicing Company Secretary (Membership No. 1157 and COP No. 124, Peer Review Certificate No. 6489/2025 valid till February 28, 2030) during his previous engagement with the Company and based on the recommendation of Audit Committee, the Board of Directors in its meeting held on May 29, 2025 approved the appointment of Mr. Virendra G. Bhatt as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the conclusion of 26[th] Annual General Meeting till the conclusion of 31[st] Annual General Meeting (to be held during calendar year 2030) on such remuneration as may be mutually agreed with the Secretarial Auditor.

Mr. Virendra G. Bhatt, has confirmed that he is eligible to be appointed as the Secretarial Auditors of the Company and he satisfies the criteria as per Regulation 24A of the Listing Regulation.

The disclosures required pursuant to the SEBI Listing Regulations, are as follows:

• a) Proposed fees payable to Statutory Auditors – ₹ 4,20,000 per annum. Any future changes therein will be as agreed upon with the Secretarial Auditors.

• b) Terms of appointment – 5 years

• c) Any material change in the fee payable to such new auditor from that paid to the outgoing auditor – Not Applicable

• d) Basis of recommendation for appointment of Statutory Auditors – The criteria of selection of Mr. Virendra G. Bhatt was based on various parameters viz. market perception; regulatory compliance; experience of firm etc.

• e) Credentials of Statutory Auditors proposed to be appointed – Mr. Virendra G. Bhatt is a seasoned Practising Company Secretary with over 38 years of experience in the profession, holding Certificate of Practice No. 124. Prior to commencing his independent practice, he served as Secretary-cum-Financial Manager at Flexicons Limited for over 18 years.

Over the course of his distinguished career, Mr. Bhatt has advised and conducted Secretarial Audits for companies across a wide spectrum – including Top 200, 500, and 1,000 listed companies, as well as other listed and unlisted entities in sectors such as Manufacturing, Textiles, Pharmaceuticals, Retail, NBFCs, Banking, Hospitality, Mining, Stock Broking, and more.

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WOCKHARDT LIMITED

He has been Peer Reviewed by the Institute of Company Secretaries of India and is widely recognized as one of the most experienced and respected Practising Company Secretaries in the country.

Accordingly, the Board of Directors recommends the resolution as set out in Item No. 4 of the Notice for approval by the Members of the Company by way of an Ordinary Resolution.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

Item No. 5

Approval of Material Related Party Transactions:

Regulation 23 of the SEBI Listing Regulations provides that shareholders’ approval should be obtained for related party transactions which individually or taken together with previous transactions during a financial year, exceed the lower of ₹ 1,000 Crore or 10% of the annual consolidated turnover of the listed company as per the last audited financial statements of the listed company.

The Company and its Subsidiaries, during the course of their business, render various services, sell goods/assets, and take or advance loans to and from each other and other related parties, thereby making all such transactions fall within the ambit of Related Party Transactions. Further, to facilitate seamless contracting and rendering/availing of product and services among the Company and its Subsidiaries, the Company proposes to facilitate entering into/continuation of formal Agreements among the Company and its Subsidiaries on one hand and the relevant related parties on the other hand, and seeks the approval of the Members to approve the same as detailed below. All the contracts/arrangements and the transactions with “related parties” are in the ordinary Course of business, at arms-length and are reviewed and approved by the Audit Committee and the Board.

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Approval from Shareholders by passing Ordinary Resolution Material RPT for the FY 2025-26		The purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the RPT	The purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the RPT	NA	NA	NA	NA	NA	NA	NA
	In case the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listedentity or its subsidiary	Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security		NA	NA	NA	NA	NA	NA	NA
		In case any fnancial indebtedness is incurred	tenure	NA	NA	NA	NA	NA	NA	NA
			cost of funds	NA	NA	NA	NA	NA	NA	NA
			nature of indebtedness	NA	NA	NA	NA	NA	NA	NA
			Source of funds	NA	NA	NA	NA	NA	NA	NA
	The percentage to the Company's Annual Consolidated Revenue			Percentage of actual transaction to the Company”s Annual Consolidated Revenue			is not determinable since this is an enabling	resolution. The actual transaction undertaken pursuant to the approval is likely to be signifcantly less.
	Value of the proposed transaction			Maximum value of transaction pursuant to any transaction/ contract/ arrangement between any two parties shall not exceed USD 500 million in any fnancial year.
	Tenure of the proposed transaction			Termination by mutual consent, subject to periodic ratifcation by the shareholders				of Wockhardt Limited at such interval as may be mandated under the law.
	Type, material terms and particulars of the proposed transaction			Sale/ Purchase of Goods/assets/ services at a price which will be determined based on Cost plus an appropriate margin which shall be in compliance with international transfer pricing norms and on arms-length basis.				Sale/ Purchase of Goods/assets/ services at a price which will be determined based on Cost plus an appropriate margin which shall be in compliance with international transfer pricing norms and on arms-length basis.
	Relationship with the Company or its subsidiary, including nature of its concern or interest (fnancial or otherwise)			Subsidiary of Wockhardt Limited	Wholly owned Subsidiary of WBA			Wholly owned Subsidiary of WBA
	Name of the other Related Party (other Contracting Related Party)			Wockhardt Bio AG, Switzerland (WBA)	Wockhardt UK Ltd	Pinewood Laboratories Limited	CP Pharmaceuticals Ltd.	CP Pharmaceuticals Ltd.	Pinewood Laboratories Limited	Wockhardt UK Ltd
	Relationship with the Company or its subsidiary, including nature of its concern or interest (fnancial or otherwise)			-				Subsidiary of Wockhardt Limited
	Name of the related party (Your Company)			Wockhardt Limited				Wockhardt Bio AG, Switzerland (WBA)
	Sr. No.			1				2	3	4

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Justification for the Related Party Transactions:

The listed Related Party Transactions by and between the subsidiaries/ wholly owned subsidiaries are structured in a way which optimises the business performance of the Company at a consolidated level. Since the subsidiaries were incorporated and operates essentially to attain the consolidated goals of the Company, all the transactions between the subsidiaries, including the material ones sited above, are essential and integral to the existence and meaningfulness of each such entities.

In this regard, it is also pertinent to note that the transactions between Wockhardt Bio AG (a subsidiary of the Company) and its wholly owned subsidiaries and those between two wholly owned subsidiaries of Wockhardt Bio AG does not have any commercial impact on the Company at a consolidated level and are therefore deemed to be in the best interest of the Company for facilitating smooth flow of business.

Except Dr. Habil Khorakiwala, Dr. Huzaifa Khorakiwala, Dr. Murtaza Khorakiwala and Ms. Zahabiya Khorakiwala and their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, whether financially or otherwise, in the said resolutions.

None of the Members who are related party would be voting for Item No. 5.

The Audit Committee and the Board of Directors recommends the resolution as set out in Item No. 5 of the Notice for approval by the Members of the Company.

Item No. 6 & 7

Revision of remuneration payable to Dr. Huzaifa Khorakiwala (DIN: 02191870), Executive Director and Dr. Murtaza Khorakiwala (DIN: 00102650), Managing Director:

Dr. Huzaifa Khorakiwala and Dr. Murtaza Khorakiwala were appointed as the Executive Director and Managing Director of the Company respectively for a term of five years, to hold office from March 31, 2024 to March 30, 2029, by the Members in their Twenty-Fourth Annual General Meeting held on August 14, 2023. However, in view of inadequacy of profits, their remuneration was approved for the initial period of 2 (Two) years of their tenure i.e. till March 30, 2026.

Now, the Company seeks approval of the Members for the revision in the remuneration payable for their services as the Executive Director and Managing Director of the Company for a remaining period of three years i.e. from March 31, 2026 to March 30, 2029.

The Board of Directors and the Nomination and Remuneration Committee at their respective meetings held on May 29, 2025, considered the same and after deliberation, proposed a revision in the remuneration payable to Dr. Huzaifa Khorakiwala, Executive Director and Dr. Murtaza Khorakiwala, Managing Director of the Company for a period of three years i.e. from March 31, 2026 to March 30, 2029. The revised remuneration will be ` 4 Crore per annum with an authority to the Board of Directors to further revise such remuneration provided that such revised remuneration shall not exceed ₹ 6 Crore per annum.

Pursuant to the provisions of Sections 196, 197, 198 and any other applicable provisions, if any of the Act and the Rules framed thereunder read with Schedule V to the Act, the appointment and remuneration of Whole-time Director(s) requires approval of the Members in General Meeting.

Dr. Huzaifa Khorakiwala and Dr. Murtaza Khorakiwala continue to satisfy all the conditions set out in Part - I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act. They are also not disqualified from being appointed as Director in terms of section 164 of the Act.

Except Dr. Habil Khorakiwala, Dr. Huzaifa Khorakiwala, Dr. Murtaza Khorakiwala and Ms. Zahabiya Khorakiwala and their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, whether financially or otherwise, in the said resolutions.

The statement pursuant to Section II of Part II of Schedule V of the Act including Secretarial Standard – 2 and Regulation 36(3) of the SEBI Listing Regulations, as applicable, is enclosed as “ Annexure B ” to this Notice.

The Board of Directors recommends the resolutions as set out in Item No. 6 and 7 of the Notice for approval by the Members of the Company.

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Item No. 8

Re-appointment of Mr. Akhilesh Krishna Gupta as an Independent Director of the Company

Mr. Akhilesh Krishna Gupta (DIN: 00359325), aged 72 years, was appointed as an Independent Director on the Board of the Company pursuant to provisions of Section 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and provisions of SEBI Listing Regulations and holds office as an Independent Director of the Company up to August 28, 2025.

Taking into consideration his knowledge, background, experience and immense contribution made by Mr. Gupta during his first term, the Board of Directors and the Nomination and Remuneration Committee at their respective meetings held on May 29, 2025, recommended re-appointment of Mr. Akhilesh Krishna Gupta as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company.

Mr. Akhilesh Krishna Gupta, is not disqualified from being re-appointed as Director in terms of Section 164 of the Act and has given his consent to act as a Director, and declaration that he meets criteria for independent in terms of Section 149 & other applicable provisions of the Act and the SEBI Listing Regulations, as amended from time to time.

Mr. Akhilesh Krishna Gupta will attain the age of seventy five years on July 20, 2027. In terms of Regulation 17A of the SEBI Listing Regulations, consent of the members is required by way of Special Resolution for continuation of a Non-Executive Director upon attaining the age of seventy five years. Accordingly, the Board, on the recommendation of the Nomination and Remuneration Committee, has also recommended the Members to approve continuation of term of Mr. Gupta as an Independent Director of the Company upon his attainment of the age of seventy five years.

In view of this, the Board of Directors recommends resolution as set out in Item No. 8 for approval of the Members of the Company by way of a Special Resolution.

Except Mr. Akhilesh Krishna Gupta and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in Item No. 8 of the Notice.

Item No. 9

Approval for raising of additional capital by way of one or more public or private offerings including through a Qualified Institutions Placement (“QIP”) to eligible investors through an issuance of Equity Shares or other eligible securities for an amount not exceeding ₹ 2,000 Crore

In order to enable the Company to access the capital market at the appropriate time, the Board of Directors, at their meeting held on May 29, 2025 has recommended to the Members, to obtain the member’s approval through Special Resolution for the proposal to create, offer, issue and allot Equity Shares, equity shares through depository receipts including GDRs, ADRs, FCCBs and/ or FCDs, PCDs, OCDs and/ NCDs and/ or such other securities as stated in the resolution (the “Securities”) at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest, etc. as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made at the time of such offer, issue and allotment, considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with Lead Managers or Advisors, either in Foreign Currency or equivalent Indian Rupees inclusive of such premium as may be determined by the Board, in any Convertible Foreign Currency, as the Board at its absolute discretion may deem fit and appropriate in accordance with applicable law. The Company seeks enabling approval to issue Securities for a value not exceeding ₹ 2,000 Crore (Rupees Two Thousand Crore Only) or its equivalent in any Foreign Currency.

The Special Resolution seeks to give the Board, the powers to issue Securities in one or more tranches, by way of one or more public and/or private offerings, and/or including Qualified Institutions Placement (“QIP”) or any combination thereof at such time or times, at such price or prices and to eligible person(s) including Qualified Institutional Buyers (“QIBs”) as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) in accordance with Chapter VI of the ICDR Regulations, or otherwise, Foreign/Resident Investors (whether Institutions, Incorporated Bodies, Mutual Funds, Individuals or otherwise), Venture Capital Funds (Foreign or Indian), Alternate Investment Funds, Foreign Institutional Investors, Foreign Portfolio Investors, Qualified Institutional Buyers, Indian and/or

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Multilateral Financial Institutions, Mutual Funds, Insurance Companies, Non-Resident Indians, Stabilizing Agents, Pension Funds and/or any other categories of investors, whether they be holders of Equity Shares of the Company or not as the Board at its absolute discretion may deem fit. The detailed terms and conditions for the offer will be determined by the Board in consultation with the Advisors, Lead Managers, and such other authority or authorities as may be required to be consulted by the Company considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

The proceeds of the issue made pursuant to this resolution can be utilized for Business purposes including capex, expenditure towards Research and Development in India and/or overseas, repayment/prepayment of long term and short term debt and general corporate purposes.

The pricing of the securities to be issued to Qualified Institutional Buyers pursuant to Chapter VI of the ICDR Regulations shall be freely determined subject to such price not being less than the floor price calculated in accordance with Chapter VI of the ICDR Regulations. Further, ICDR Regulations now permit issuer Companies to offer a maximum discount of 5% (five percent) to the floor price determined in accordance with the ICDR Regulations. The Board may, at its absolute discretion, decide the pricing (either at a discount or premium to the floor price) for the shares to be offered, issued and allotted in the QIP. The relevant date for the purpose of pricing the Securities shall be the meeting in which the Board (including Capital Raising Committee/Finance & Management Committee decides to open the proposed issue of Equity Shares as Eligible Securities. In the event that Eligible Securities are convertible securities then the relevant date shall be either the date of the meeting in which the Board (including Capital Raising Committee/Finance & Management Committee decides to open the issue or the date on which the holders of such Eligible Securities becomes entitled to apply for the Equity Shares, as may be determined by the Board.

The issue/ allotment/ conversion would be subject to the applicable regulatory approvals, if any. The issuance and allotment of Equity Shares including Equity Shares to be allotted on conversion of Securities to Foreign/ Non-Resident Investors would be subject to the applicable Foreign Investment Cap.

Section 62(1)(c) of the Companies Act, 2013 provides, inter alia, that where it is proposed to increase the subscribed share capital of the Company by the issue of further shares, such further shares shall be offered to the persons who at the date of the offer are holders of Equity Shares of the Company, in proportion to the capital paid up on those shares as of that date unless Shareholders decide otherwise by way of passing Special Resolution. The Special Resolution will be enabling resolution authorizing the Board to decide as and when it thinks it is appropriate to raise the funds. Equity Shares, proposed to be issued, shall in all respects rank pari-passu with the existing Equity Shares of the Company.

The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Securities to the investors who may or may not be the existing shareholders of the Company. The Company with this resolution seeks the approval of the Shareholders to undertake fund raising activity, through one or multiple modes including through an issue of QIP, GDRs, ADRs, FCCBs and/ or FCDs, PCDs, OCDs and/ or NCDs etc. The Company will make requisite disclosures to the stock exchanges under the provisions of the SEBI Listing Regulations.

Accordingly, consent of the members is sought for passing the Special Resolution as set out in the Item No. 9 of the Notice.

The Board of Directors recommends the resolution as set out in Item No. 9 of the Notice for approval by the Members of the Company by way of a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

By Order of the Board of Directors For Wockhardt Limited

Rashmi Mamtura Company Secretary

Place : Mumbai Date : May 29, 2025

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Annexure A to the Notice dated May 29, 2025

Particulars of the Director, who is proposed for appointment/ re-appointment at the ensuing Annual General Meeting, pursuant to Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard – 2 on General Meetings are given hereunder:

Name of the Director	Mr. Akhilesh Krishna Gupta
DIN	00359325
Age	72years
Category of Directorship	Non-ExecutiveIndependent Director
Qualifcations	Mr. Akhilesh Gupta holds a MBA degree from the Graduate School of Business, Stanford University and a B.Tech. degree in Chemical Engineering from the Indian Institute of Technology, Delhi whichconferred on himthe DistinguishedAlumni Awardin 2004.
Brief Resume	Mr. Akhilesh Gupta has been a Director on the Board of Wockhardt since August 2020. An Advanced Leadership Senior Fellow and Impact leader in residence at Harvard University, he also holds an MBA degree from the Graduate School of Business, Stanford University, and a B.Tech. degree in Chemical Engineering from the Indian Institute of Technology, Delhi. Mr. Gupta served as the Chairman of Blackstone India till December 2014. Prior to Blackstone, he served as CEO - Corporate Development for Reliance Industries Limited from 1992 till 2005. Mr Gupta started his professional career as a management trainee at Hindustan Unilever Limited. Mr. Gupta currently serves on the Dean’s Leadership Council at Harvard Divinity School and on the Advisory Board of Human Flourishing Initiative at Harvard University. He has served on the Advisory Council of the Graduate School of Business at Stanford University (from 2014 to 2021) and on the Boards of several Blackstone portfolio companies, Larsen & Toubro, and Reliance Group companies. Mr. Gupta has also authored two books, “Bridges across Humanity” Published in May 2023 and“ToFlourish is tolove,Learn, and play”to be publishedin 2025.
Expertise/ Skills/ Attributes	Senior fellowof Harvard University.
Terms and Conditions of Appointment/ re-appointment	As per resolution at Item No. 8 of the Notice convening AGM on August 8, 2025 read with Explanatory Statement thereto
Remuneration last drawn (including sitting fees, ifany)	Sitting Fees - ₹ 11 Lakh.
Remuneration proposed to be paid	Sittingfees as applicable
Date of frst appointment on the Board	August29,2020
Shareholding inthe Company	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	None
Number of meetings of the Board attended during the year	During Financial Year 2024-25 4 (four) meetings were held and he attended 4 (four) meetings
List of Companies (other than Wockhardt Limited) in which the director holds directorship	None
List of Membership/ Chairmanship of Committees of other Boards	Nil

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Annexure B to the Notice dated May 29, 2025

Statement pursuant to the provisions of Section II of Part II of Schedule V of The Companies Act, 2013 [Including Secretarial Standard – 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015, as applicable], in respect of Item No. 6 & 7 of the Notice.

I. GENERAL INFORMATION:

(1) Nature of Industry:

Wockhardt is a Antibiotics research based Global Pharmaceutical and Biotech Company employing over 2,900 people from 27 nationalities with presence in USA, UK, Ireland, Switzerland, Mexico, Russia and many other Countries. It has research facilities in India & UK and a manufacturing facility in Ireland. Wockhardt has a significant presence in Europe and India, with ~78% of its global revenues coming from International Businesses. It has a comprehensive Drug Discovery team and clinical organisation. Wockhardt is the only Company in the world where USFDA has given Qualified Infectious Diseases Programme (QIDP) Status (Qualified Infectious Diseases Programme) for 6 of its Anti-bacterial discovery programmes – 3 of them are Gram Negative and 3 are Gram Positive effective against untreatable “Superbugs”. Wockhardt’s entire Anti-infective portfolio particularly addresses the specific bacterial organism where resistances are high and breakthrough antibiotics are needed.

• (2) Date or expected date of commencement of commercial production:

The Company started its commercial production in the year 1999.

• (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable.

• (4) Financial performance based on given indicators:

|Particulars|Financial Year Ended (**in Crore)**|**Financial Year Ended (**in Crore)|Financial Year Ended (**in Crore)**|**Financial Year Ended (**in Crore)|Financial Year Ended (**in Crore)**|**Financial Year Ended (**in Crore)|
|---|---|---|---|---|---|---|
||March 31, 2025||March 31, 2024||March 31, 2023||
||Standalone |Consolidated|Standalone |Consolidated|Standalone |Consolidated|
|Total Income|1,457|3,047|1,195|2,881|1,139|2,773|
|Proft before
Depreciation, Interest
and Tax|355|455|84|122|137|223|
|Proft/(loss)after Tax|(12)|(57)|(422)|(472)|(466)|(621)|

(5) Foreign Investments or Collaborations, if any:

The Company does not have any foreign investment or collaborations except the direct investments in three overseas subsidiaries as under:

Sr. No.	Name of the Company	` in Crore
1.	Wockhardt Bio AG	210
2.	Wockhardt Europe Limited	8
3.	Wockhardt UK Holdings Limited	75

The Company has a total 25 overseas subsidiaries.

II. INFORMATION ABOUT THE APPOINTEE:

(A) Dr. Huzaifa Khorakiwala, Executive Director

• (1) Background details:

Dr. Huzaifa Khorakiwala, aged 54 years, is a Bachelor of Commerce graduate from Mumbai University. He holds a Master’s Degree in Business Management from Yale University School of Management, USA. He joined the Company in July, 1996 and has over the years run various Wockhardt businesses and served in Corporate Administration. He is the Executive Director of the Company since April, 2009.

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Dr. Huzaifa Khorakiwala devotes a significant part of his time to the Company’s Corporate Social Responsibility activities. He serves as CEO of Wockhardt Foundation.

As on the date of Notice, Dr. Huzaifa Khorakiwala’s directorships in other companies, number of board meetings attended and his memberships in other committees are provided in the Corporate Governance Report.

He is son of Dr. Habil Khorakiwala, Chairman of the Company and brother of Dr. Murtaza Khorakiwala, Managing Director & Ms. Zahabiya Khorakiwala, Non-Executive Director of the Company.

As on the date of this Notice, he holds 2,80,800 equity shares in the Company.

(2) Past Remuneration

The total remuneration of Dr. Huzaifa Khorakiwala, in the capacity of Executive Director for the year ended March 31, 2025 was ` 2.8 Crore comprising of salary and perquisites. The said remuneration was approved for a period commencing from March 31, 2024 till March 30, 2026 by Members in the AGM held on August 14, 2023.

(3) Recognition or awards

Dr. Huzaifa is a recipient of 13 honorary doctorates.

(4) Job Profile and his suitability

Dr. Huzaifa Khorakiwala as an Executive Director is responsible for overall management of the Company and day-to-day operations of the Company. Apart from overall management, he is responsible mainly for Corporate Administration and Corporate Social Responsibility of Wockhardt Foundation. He plays an active role in business strategy and business development.

Considering his qualifications, vast experience and knowledge of the business in which Company operates, the remuneration proposed commensurate with his job profile and is justified.

(5) Remuneration proposed

A remuneration of ` 4,00,00,000/- (Rupees Four Crore Only) per annum with an authority to the Board of Directors to revise such remuneration during their tenure provided that such revised remuneration shall not exceed ₹ 6 Crore per annum.

• (6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

The remuneration payable have been benchmarked with the remuneration being drawn by peers in similar capacity in Pharmaceuticals Companies of comparable size in the Pharmaceuticals industry and has been considered by the Nomination and Remuneration Committee of the Company at the meeting held on May 29, 2025. The profile of Dr. Huzaifa Khorakiwala, his responsibilities, complex business operations, industry benchmark and size of the Company justify the payment of said remuneration.

• (7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any

Dr. Huzaifa Khorakiwala has no other pecuniary relationship with the Company except to the extent of his remuneration and shareholding in the Company. He is son of Dr. Habil Khorakiwala, Executive Chairman and brother of Dr. Murtaza Khorakiwala, Managing Director of the Company and Ms. Zahabiya Khorakiwala, Non-Executive Director of the Company.

(B) Dr. Murtaza Khorakiwala, Executive Director

(1) Background details:

Dr. Murtaza Khorakiwala, aged 52 years, represents a unique blend of scientific knowledge and business acumen. A Graduate in Medicine from GS Medical College, Mumbai, India, and Master in Business Administration (MBA) from the University of Illinois, USA, he has been Managing Director of Wockhardt Limited since April, 2009.

He was president of Bombay Management Association and ICC.

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WOCKHARDT LIMITED

As on the date of Notice, the details of his directorship in other companies board, the board meeting attended by him and the committee memberships is mentioned in the Corporate Governance Report.

He is son of Dr. Habil Khorakiwala, Executive Chairman and brother of Dr. Huzaifa Khorakiwala, Executive Director & Ms. Zahabiya Khorakiwala, Non-Executive Director of the Company.

As on the date of Notice, he holds 2,94,060 equity shares in the Company.

(2) Past Remuneration

The total remuneration of Dr. Murtaza Khorakiwala, in the capacity of Managing Director for the year ended March 31, 2025 was ` 2.8 Crore comprising of salary and perquisites. The said remuneration was approved for a period commencing from March 31, 2024 till March 30, 2026 by Members in the AGM held on August 14, 2023.

(3) Recognition or awards

Dr. Murtaza has been bestowed with the “Global Impact Award” by University of Illinois, USA.

(4) Job Profile and his suitability

Dr. Murtaza Khorakiwala as Managing Director is responsible for overall management of the Company and day-to-day operations of the Company. Dr. Murtaza Khorakiwala joined Wockhardt in 2000 and has worked in various capacities in the Company. He was inducted on the Board in March, 2009. He has worked in Company’s subsidiary in the UK and has been fully involved in the operations of the Company. Considering his qualifications, vast experience and deep knowledge of the business in which Company operates, the remuneration proposed commensurate with his job profile and is justified.

(5) Remuneration proposed

A remuneration of ` 4,00,00,000/- (Rupees Four Crore Only) per annum for the period from 31[st] March, 2026 with an authority to the Board of Directors to revise such remuneration during their tenure provided that such revised remuneration shall not exceed ₹ 6 Crore per annum.

• (6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

The remuneration payable have been benchmarked with the remuneration being drawn by peers in similar capacity in Pharmaceuticals Companies of comparable size in the Pharmaceuticals industry and has been considered by the Nomination and Remuneration Committee of the Company at the meeting held on May 29, 2025. The profile of Dr. Murtaza Khorakiwala, his responsibilities, complex business operations, industry benchmark and size of the Company justify the payment of said remuneration.

• (7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any

Dr. Murtaza Khorakiwala has no other pecuniary relationship with the Company except to the extent of his remuneration and shareholding in the Company. He is son of Dr. Habil Khorakiwala, Executive Chairman and brother of Dr. Huzaifa Khorakiwala, Executive Director of the Company and Ms. Zahabiya Khorakiwala, Non-Executive Director of the Company.

III. OTHER INFORMATION:

• (1) Reasons of loss or inadequate profits

The Company has reported positive EBITDA of ₹ 455 Crore vs ₹ 122 Crore during previous year. At Profit after tax level, the Company reported net loss for the year mainly on account of asset impairment costs and loss on sale of property which was one time in nature. The loss was however lower than its previous year. Financing costs and R&D initiatives continue to impact the profitability of the Company.

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Saving Lives

The improved profitability in the businesses was attributed to the robust double digit operational growth in revenue across the key markets in India, Rest of the world, UK and Ireland and further bolstered by initiatives to improve hygiene through better product mix and cost containment. In the absence/ inadequacy of profit, the payment of managerial remuneration is in compliance with Section II or Part II of Schedule V to the Act, as amended.

(2) Steps taken or proposed to be taken for improvement

• (i) Wockhardt is focussed on two major therapies which have high growth potential in the overall Pharma market.

First is the Biosimilar program. Wockhardt focusses its Biosimilar program in the Anti-Diabetic space. The overall Antidiabetic market size in Emerging markets is in excess of USD 16 billion of which India contributes USD 2.2 billion and is expected to grow in double digits.

Second one is the Drug Discovery of Novel Antibiotics within the AMR space in which Wockhardt has been actively pursuing for past 25 years. Wockhardt has 6 QIDP grants from the USFDA for each of its clinical-stage pipeline products. Two of its Novel NCEs - Emrok & Emrok (O) are already launched in India with great success, having treated more than 1,00,000 patients . Also Emrok filing for nine different countries of emerging markets is underway and the approvals are expected in FY26. During the year, Wockhardt proudly announced the launch of India’s First Indigenous Respiratory Antibiotic MIQNAF® on May 27 2025 - A Historic Step in the fight against Antimicrobial Resistance and a transformative moment in India’s Antibiotic Research landscape. Approved for Community-Acquired Bacterial Pneumonia (CABP) caused by resistant Respiratory Pathogens, the drug addresses a leading global cause of death, which claims over 2 million lives annually. Wockhardt plans to expand MIQNAF’s reach to Saudi Arabia, Latin America, Southeast Asia, and Africa in the near and midterm future. For its blockbuster molecule Zaynich® (WCK 5222), following the completion of the Global, pivotal, registration-enabling, Phase III study in hospitalized complicated urinary tract infection (cUTI) patients, the molecule has demonstrated the highest-ever efficacy achieving a clinical cure rate of 96.8%. In this study, Zaynich® demonstrated superiority over gold standard meropenem, achieving a composite clinical and microbiology cure rate of 89.0% vs 68.4% respectively. These results were based on primary endpoints defined by both the US FDA and EMA. It has been filed for approval in India in March 2025 and planned for future filing in US. Both of these drugs will significantly propel the Revenue and the profitability to a different level altogether. For another NCE WCK 6777, the US FDA has granted Fast Track designation for the treatment of complicated urinary tract infections (cUTI), including pyelonephritis, and complicated intra-abdominal infections (cIAI). The results from Phase I study conducted by the NIH, US have demonstrated a promising safety profile which paves the way for advancement of WCK 6777 into Phase II trial. All these developments within the NCE pipeline makes the future of the Company bright and promising.

Global markets will continue to offer opportunities because of transition in the form of lifestyle shift & related diseases in these Countries. Because of the existing presence of operations in these, economies your Company is well poised to capitalise and tap these growth opportunities. Your company is striving in all the aspects to establish its brand and ramp up its presence and operations in larger GCC countries, Latam Countries and Asia.

Wockhardt also plans to foray into Vaccines (other than COVID also) through drug substance and product integrated manufacturing in the near future. This will set the momentum for new revenue segment.

• (ii) During the year under review, the Company has continued to build on its Intellectual Property base with 3,273 cumulative patents filed and 848 cumulative patents granted as on March 31, 2025.

• (iii) Further, the Company continued its long term strategic initiatives in value creation through Debt reduction, cost containments, fostering culture of cost-consciousness, budgetary controls to improve efficiencies and working capital optimization which gave positive impact.

• (iv) During the year, the company also focussed on adding strength to its product base through new launches in Wockhardt UK (6) and Ireland (6).

27

WOCKHARDT LIMITED

(3) Expected increase in productivity and profits in measurable terms

The Company is poised for a robust long term growth. During the year under review, some major developments took place in the Company:

• The total revenue during the year was ₹ 3033 Crore as compared to ₹ 2,879 Crore in the previous year with an annual growth of 5% .

• The Revenue from operations during the year was ₹ 3012 Crore as compared to ₹ 2,798 Crore in the previous year with an annual growth of 8%.

• The India Business stood at ₹ 671 Crore in FY 25 registering growth of 11%.

• ROW Business of the Company stood at ₹ 710 Crore in FY 25 (PY ₹ 632 Crore) registering growth of 12%.

• UK Business grew at 12% over FY 24 and stood at ₹ 1169 Crore in FY 25 (PY ₹ 1,041 Crore).

• UK Business contributed about 39% of Global Revenue.

• US Business stood at ₹ 88 Crore in FY 25 contributing 3% of Global Revenue.

• EU Business stood at ₹ 373 Crore in FY 25 contributing 12% of Global Revenue.

IV. DISCLOSURES

The disclosures on remuneration package of each managerial person and details of all elements of remuneration package, details of fixed components, service contracts, notice period, severance fees and stock option details, if any whether the same has been issued at discount as well as the period over which accrued and over which exercisable are given in the Corporate Governance Report and Board’s Report attached to the Annual Report 2024-25 for the information of the Members.

By Order of the Board of Directors For Wockhardt Limited

Rashmi Mamtura Company Secretary

Place: Mumbai Date: May 29, 2025

28

WOCKHARDT ANTIBIOTICS WILL SAVE MILLIONS OF LIVES WORLDWIDE

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Saving Lives
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ANNUAL REPORT 2024-2025

Saving Lives

SAVING LIVES GLOBALLY

The gains made from the discovery of antibiotics which once revolutionized the medicine, are now under serious threat. Antimicrobial resistance (AMR) has emerged as a critical global health crisis, attributable to over 7.7 million deaths annually accounting for nearly 13.6% of global mortality. At Wockhardt, our mission to save lives aligns directly with tackling this urgent challenge. Armed with innovative portfolio of six novel antibiotics, we are at the forefront of the global response to AMR, as these novel antibiotics are targeted towards multi-drug resistant (MDR) bacterial pathogens. These innovative therapies from Wockhardt fill critical gaps in the current treatment options, offering new promise for patients with infections that no longer respond to existing antibiotics. Having developed in-depth therapeutic area expertise and end-to-end capabilities spanning from discovery to development and commercialization, Wockhardt remains committed to make a positive impact on global mortality and morbidity due to AMR. Our focus is clear: to ensure access to life-saving antibiotics for patients around the world and to help safeguard the future of global health.

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CONTENTS

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2	Chairman's Statement
	Sustained Focus on Antibiotic Discovery
4	Culminates into Exciting Products
5	Pioneering R&D that Delivers Global Impact
6	Accelerating Growth, Together
8	Transforming Lives, Together
10	Shaping Health, Together
12	Board of Directors
16	Board’s Report
30	Management Discussion and Analysis
	Independent Auditor's Report on
49	Consolidated Financial Statements
58	Consolidated Balance Sheet
59	Consolidated Statement of Proft and Loss

60	Consolidated Statement of Changes in Equity
62	Consolidated Cash Flow Statement
64	Notes to Consolidated Financial Statements
	Independent Auditor's Report on
121	Standalone Financial Statements
136	Standalone Balance Sheet
137	Standalone Statement of Proft and Loss
138	Standalone Statement of Changes in Equity
140	Standalone Cash Flow Statement
142	Notes to Standalone Financial Statements
185	Annexures to Board's Report
	Business Responsibility & Sustainability
202	Report (BRSR)
238	Report on Corporate Governance

ANNUAL REPORT 2024-2025

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FY 2024-2025 PERFORMANCE HIGHLIGHTS

Total Income � 3,074 crore

International Business 78%

Operating Profit (EBITDA)

� 418 crore

Net Debt to Equity Ratio

0.27

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2
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CHAIRMAN’S STATEMENT

The future depends on what you do today. – Mahatma Gandhi

My Dear Shareowners

There are moments in the life of an institution when decisions must be made not for today, but for decades to come. Moments that demand courage over comfort, conviction over convention.

such a moment. Faced with a rapidly shifting global healthcare landscape, we chose to transform, not incrementally, but fundamentally. We chose to evolve from a generics-led pharmaceutical business into a science-first, innovation-led enterprise with a single-minded focus on solving one of the most urgent threats facing humanity: antimicrobial resistance (AMR). At its core, our purpose is simple - to save lives, globally and sustainably. This transformation has matured into a resolute, multi-dimensional strategy. It is visible in our scientific investments, operational discipline, global partnerships and capital stewardship. It reflects our belief that healthcare is not about doing what is easy. It is about doing what is essential.

At a time when the global pipeline of new antibiotics is narrowing further, Wockhardt stands among the few still investing in bold solutions for drug-resistant infections. These assets are not just scientific programs. They are life-saving interventions aimed at preserving the success of modern medicine.

Our novel antibiotic platform, with six innovative assets, has moved from promise to proof. ZAYNICH® (WCK 5222) , our first-in-class β-lactam enhancer, Zidebactam combined with cefepime, has successfully completed a global Phase III study for complicated urinary tract infections and acute pyelonephritis. Conducted across 64 sites, the trial enrolled 530 patients and demonstrated a 96.8% clinical cure rate, the highest among recently developed antibiotics. Notably, ZAYNICH® outperformed Meropenem, the gold standard, with a combined cure rate of 89.0% versus 68.4%. These results fulfilled both US FDA and EMA endpoints, paving the way for global registration. We filed the new drug application in India on March 31, 2025, and expect to submit the same in the USA by August 2025. ZAYNICH® has already been used on compassionate grounds in 51 patients, including three in the US, with cure rates exceeding 95% and a consistent safety profile over extended durations of 8 to 9 weeks. Rarely does a new drug show such promise to transform the management of serious infections in intensive care settings even before its formal approval. ZAYNICH® has done just that.

Equally transformative is the launch of , India’s first indigenous macrolide-class respiratory antibiotic in over 30 years. Approved and launched in May 2025, MIQNAF® offers a 3-day, ultra-short-course oral therapy for antibiotic-resistant community-acquired bacterial pneumonia (CABP), a condition causing over 2 million deaths globally each year. India bears 23 percent of this burden. With rising resistance

ANNUAL REPORT 2024-2025

to azithromycin and lack of coverage of atypical CABP pathogens for co-amoxiclav, a new solution for contemporary patients with multi-morbidities was long awaited. MIQNAF® targets both typical and atypical respiratory pathogens. It delivers high efficacy, a strong safety profile and patient-friendly advantages such as once-daily usage, minimal drug interactions and no dietary restrictions, making it ideal for community care.

Developed over 14 years, with trials conducted in the US, Europe and India, MIQNAF® received the BIRAC Innovator Award 2024 . It stands as a symbol of India’s scientific leadership in the fight against AMR. A dedicated team is actively working with chest physicians and consulting specialists across India. Filings are also in progress in Saudi Arabia, Southeast Asia, Africa and Latin America.

Strengthening our pipeline is ERTAPENEM-ZIDEBACTAM (WCK 6777) , the only once-daily outpatient parenteral antibiotic therapy (OPAT) molecule currently in global development. Designed to reduce hospitalisation, enable early discharge and support treatment in home or peripheral care settings, this therapy marks a paradigm shift in how resistant infections are managed. Phase I studies conducted by the US National Institutes of Health (NIH) have confirmed a strong safety profile.

Together, these New Chemical Entities (NCEs) address a broad range of WHO-priority pathogens and represent one of the most comprehensive and clinically advanced antibiotic portfolios globally. All six programs have been granted Qualified Infectious Disease Product (QIDP) status by the US FDA, enabling fast-track regulatory pathways and extended market exclusivity.

Alongside this, we continue to scale our biosimilars business, especially in Insulin and Glargine, supported by capacity expansion and entry into new markets. In India, our biotech vertical is poised for accelerated growth as we modernise infrastructure and expand access to affordable diabetes care. These achievements are the result of a clear, forwardlooking strategy.

With operations in more than 45 countries, R&D and manufacturing across India, the UK and Ireland, and a diverse multinational team, Wockhardt is not just developing medicines. We are helping build the global healthcare survival infrastructure.

Looking ahead, our focus is clear:

• Expand biosimilar access in underserved geographies

• Embed AI and digital tools into every step of drug development

• Continue shaping science where it’s needed most

mission forward with commitment and vision.

I know that our greatest tests, and our greatest contributions, still lie ahead. We are intervening not just in disease, but in the architecture of global healthcare survival. We do not follow markets. We shape them. In doing so, we preserve not just the power of medicine, but the sanctity of life.

We do it because saving lives worldwide is the most meaningful outcome we can deliver. This is not a quarterly ambition. It is a generational one. And in every lab, in every ward, in every patient saved, a quiet declaration is being made;

That science has answers. And that in the face of every resistance,

Life Wins.

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Dr. Habil Khorakiwala Founder Chairman Wockhardt Group

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SUSTAINED FOCUS ON ANTIBIOTIC DISCOVERY CULMINATES INTO EXCITING PRODUCTS

The world has been reeling under the threat of Antimicrobial Resistance (AMR) for years. Global studies published in The Lancet estimate annual AMR-related mortality will rise from 5 million in 2019 to about 8 million by 2050, with the South East Asian region likely to bear the maximum brunt. Even developed nations now face a scarcity of effective antibiotics for life-threatening infections. The global economy faces a potential $100 trillion catastrophe due to AMR unless urgent action is taken mainly because discovering novel antibiotics to tackle ever-evolving multidrug-resistant pathogens remains immensely challenging.

Anticipating this scenario, we began our antibiotic discovery program, which is now yielding promising new drugs with the potential to reduce AMR-related mortality and morbidity. This reflects our enduring commitment to our purpose of Life Wins. In recent years, especially in FY 2024-25, our long-term discovery efforts have produced unique, patient-centric antibiotics with significant therapeutic value.

Our first novel products EMROK & EMROK O / NUWOK & NUWOK O (oral and IV forms of levonadifloxacin and ala-levonadifloxacin) have set new safety and efficacy benchmarks for difficult Gram-positive infections, including those caused by MRSA.

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WCK
Zidebactam 5222
Cefepime
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Our flagship antibiotic ZAYNICH® (Zidebactam/Cefepime, WCK 5222) is the first antibiotic based on a novel β-lactam enhancer mechanism:

Global Phase III cUTI study: ~20% higher composite cure than Meropenem.

Carbapenem-resistant study: Over 90% clinical cure in Phase II for patients with resistant Gram-negative infections.

Compassionate Use: Saved more than 50 critical patients in India and USA, including immunocompromised cases and those who had failed prior antibiotics such as Colistin/Polymyxin-B/Cefiderocol.

CLSI (USA): Assigned an investigational susceptibility breakpoint of 64 mg/L to ZAYNICH® for major Gram-negative pathogens (Enterobacterales, Pseudomonas aeruginosa, Acinetobacter baumannii).

Breakthrough Medicine designation in Saudi Arabia.

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ANNUAL REPORT 2024-2025

FOVISCU® (WCK 4282) WCK Gram-negative infections. Its therapeutic scope is broader than Tazobactam 4282 piperacillin-tazobactam and cefoperazone-sulbactam, giving clinicians a superior treatment option for Gram-negative ESBL infections to reduce excessive Cefepime meropenem use. Globally patented and pharmacodynamically optimised, it combines Cefepime and Tazobactam to tackle rising ESBL cases.

Status: Completed Phase 2 cUTI trial; now in Phase 3 vs. meropenem. Expected completion H2 FY2026, becoming Wockhardt’s 5th novel antibiotic to reach this stage.

from the macrolide family, targets Azithromycinresistant community respiratory pathogens. Globally, 2.4 million annual deaths are due to lower respiratory infections India alone accounts for 23% of this burden. Nafithromycin’s novel structure overcomes key resistance mechanisms and achieves high, sustained lung concentrations with a convenient three-day course, making it the first short-course treatment for community-acquired bacterial pneumonia. MIQNAF® is safe, well tolerated, and requires no dietary restrictions.

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WCK
4873
Nafithromycin
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Status: Approved by DCGI and launched in India in May 2025. Widely welcomed by chest specialists for treating resistant infections without hospitalisation. Breakthrough Medicine status in Saudi Arabia; approval expected H2 FY2026.

ODRATE® (WCK 6777) is a once-daily combination of Ertapenem + Zidebactam for resistant Gram-negative infections through outpatient parenteral antimicrobial therapy (OPAT). It addresses a global need to ease hospital burdens and lower costs by managing infections in ambulatory settings. Active against meropenem-resistant pathogens in community and hospital UTIs and IAIs, it is the only once-daily OPAT antibiotic under development worldwide.

Status: Phase I completed by the US NIH; Phase 2 to begin H2 FY2026.

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WCK
Ertapenem 6777
Zidebactam
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PIONEERING R&D THAT DELIVERS GLOBAL IMPACT

Wockhardt continues to solidify its position as a key player in the global pharmaceutical landscape, underpinned by its strong Research & Development (R&D) capabilities. With state-of-the-art R&D centres in India and the UK, the company’s Discovery Program is dedicated to the development of novel antibiotics addressing the growing challenge of antimicrobial resistance. Wockhardt is the only Indian pharmaceutical company to have conducted Phase 3 clinical trials for five New Chemical Entities (NCEs)—a significant milestone in global drug development. Of these, three have already been launched, and Zaynich is expected to receive regulatory approval in FY

antibiotics 2026.

This success is rooted in decades of focused research in infectious diseases, deep therapeutic expertise, and a global collaborative approach. Strategic partnerships with leading research institutions and key opinion leaders worldwide have played a critical role in advancing Wockhardt’s antibiotic pipeline. By developing 6 next-generation antibiotics, Wockhardt is helping to shift the global narrative by breaking the hegemony of Global North as source of innovative antibiotics. In FY 2024-25, R&D expenditure was

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Accelerating Growth, Together

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ANNUAL REPORT 2024-2025

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Dr. Murtaza Khorakiwala

Managing Director, Wockhardt Limited

journey of transformation a year that reflects our strategic clarity, financial resilience, and the strength of our execution.

We entered the year with a clear focus: to strengthen our core and accelerate our growth. I’m pleased to share that we delivered strongly on both fronts. Our EBITDA grew by 67% year-on-year, reaching ` 418 crore, driven by disciplined cost management, strategic portfolio choices, and a culture of operational excellence.

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Fastest growing amongst the
Top 5 Insulin companies in India
Our
India Value Maintaining market leadership
in plain methycobal market
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• Amongst Top 3 Indian Generic

• Our companies in UK

• European Edge 6[th] largest generic supplier in Retail and in Hospital channel respectively, in Ireland

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418 Cr. ~~67% YoY~~

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251 Cr.
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This performance is underpinned by three critical levers:

Operational Excellence – We implemented targeted restructuring measures, transitioned manufacturing internal setups, improved energy efficiency, reduced wastage, and streamlined processes.

– Through sharper pricing discipline, product mix optimisation, and rigorous overhead controls, we were able to significantly enhance profitability.

Capital Strengthening – The successful ` 1,000 crore fundraise through QIP allowed us to strengthen our balance sheet, reduce debt, and fuel investments into high-growth businesses.

Innovation continues to be our cornerstone with our biotechnology and novel antibiotics programmes together form the twin pillars of our strategy.

Our biotech business, anchored in the insulin and insulin analogues segment, has emerged as a powerful growth engine. With a global insulin market of approximately $40 billion, our comprehensive biosimilars portfolio spanning recombinant human insulin and modern analogues positions us well to capture expanding demand. Our integrated capabilities, from R&D to manufacturing and global distribution, allow us to serve patients across India, Latin America, the Middle East, and Southeast Asia with agility and cost-effectiveness.

Our India business remains a solid contributor, with market leadership in methycobalamin and focused growth in branded generics. In global generics, we continue to build on our strong presence in the UK and Ireland, where we rank among the Top 3 Indian generic companies and are one of the Top 6 suppliers in hospital and retail segments.

Our transformation has not been limited to products and portfolios. It’s visible in the way we work with speed, efficiency, and a renewed sense of ownership. Digitisation and AI are enabling smarter operations, while strategic cost management and focused capital allocation are driving sustainable value creation.

Albert Einstein once said, “Life is like riding a bicycle. To keep your balance, you must keep moving.” At Wockhardt, we move with purpose to make Life Win for millions of patients worldwide.

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Global Revenue from Operations
in FY 2024-25
51% [EU &] 24% [RoW] 22% [India] 3% [Others]
UK
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2023-24 EBITDA 2024-25

Saving Lives

Transforming Lives, Together

178 Vans (39.18 Lakh Patients Checked with Free Medicines)

507 E-Learning Sets Till Date 436 Schools Till Date

4704 Pronto Toilets Till Date (675 Lakh Times People Benefited)

451 Pronto Bio-Toilets Till Date

9 Toy Libraries (Mumbai & Bangalore)

10,479 Meals Distributed

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7 Centres in 2024-25 (410 Students Trained, Assessed & Certified: 315 Students Placed)

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Dialysis Centers
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5 Centres

(29,919 Dialysis Sessions)

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ANNUAL REPORT 2024-2025

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Dr. Huzaifa Khorakiwala

Trustee & CEO, Wockhardt Foundation Executive Director, Wockhardt Limited

At Wockhardt Foundation, our purpose is to stand by those who need us most. This year, we stayed true to that promise. Our Mobile 1000 vans bring free basic healthcare to people who live far from hospitals or doctors. Today, 178 vans travel across 20 states, reaching over 2 million people who otherwise go without care. Through our Gur+ Dialysis Centres, we help patients with kidney failure get free treatment so they can live fuller lives. Good health also means clean surroundings and with our Pronto Toilets and Pronto Bio-Toilets, we’ve built more than 5,000 toilets in villages where safe sanitation is still a daily struggle. Education and skills change lives too. Our E-Learning Programme and the Wockhardt Skills Development Institute help young people learn, find work, and support their families.

Wockhardt Foundation operates on the guiding principles of the 3 B’s – Big, Best, and Bold. Big ensures programmes are implemented at scale. Best ensures a commitment to high quality. Bold ensures intervention where the need is greatest. Our motto is “Where Every Smile Counts” - and that’s what keeps us moving forward.

Our work in healthcare CSR was recognized with the Asia Healthcare Excellence Award. Yet, the most profound reward is seeing more people live with dignity, health, and hope, a commitment we'll continue to uphold, one village, one family, one smile at a time.

Wockhardt Foundation Programme Execution Policy

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PERFECT THE
MODEL
COMMUNITY
WOCKHARDT
PARTNERSHIP/
PILOT
INVOLVEMENT
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Shaping Health, Together

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ANNUAL REPORT 2024-2025

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Ms. Zahabiya Khorakiwala

Managing Director, Wockhardt Hospitals[# ] Non-Executive Director, Wockhardt Limited

speciality hospitals, two each in Mumbai and Nagpur, and one in Rajkot, united by a single mission: to save lives through world-class, process-driven care that meets global standards.

Our hospitals deliver a comprehensive spectrum of super-specialities from Internal Medicine, Paediatrics, and General Surgery to Gastroenterology, Oncology, Orthopaedics, Neurology, Cardiology, and more. Sophisticated, life-saving procedures such as kidney, liver, and bone marrow transplants are routinely performed, helping patients reclaim healthy lives.

against cancer by launching URJA, an advanced cancer care radiology machine at Wockhardt Hospitals, Rajkot. URJA empowers clinicians with cutting-edge tools, including stereotactic radiosurgery (SRS), stereotactic body radiotherapy (SBRT), deep inspiratory breath hold (DIBH) for breast cancer, and real-time image-guided radiation therapy (IGRT), expanding access to high-precision treatment for patients across Gujarat and western India.

Our reach goes beyond borders. Wockhardt Hospitals continues to welcome patients from Europe, the US, the Middle East, Africa, and South Asia, individuals who trust us for advanced transplants, cardiac interventions, orthopaedic surgeries, and complex cancer treatments. To strengthen this global impact, we are actively pursuing cross-border collaborations that make our expertise accessible to even more lives worldwide.

As we grow, so does our commitment to innovation. We are advancing our digital transformation through AI-enabled systems and automation, ensuring that our care remains efficient, secure, and truly patient-centric. The rollout of an integrated Hospital Information Management System (HIMS) will enhance every patient’s experience, from virtual assistance to seamless diagnostic access. Precision technologies like Mako SmartRobotics™ for joint replacements further elevate our standard of care.

At Wockhardt Hospitals, saving lives also means empowering communities. Through initiatives like “I Am Fearless”, we raised awareness of women’s health and cancer prevention. From pelvic floor therapy drives and sleep disorder screenings to stroke prevention programs, our centres reached thousands. Corporate well-being summits, patient safety initiatives, health talks, and educational content delivered by our clinicians continue to shape a culture of awareness and preventive care, ensuring our mission of saving millions of lives globally is felt by every patient, family, and community we serve.

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Cardiac
Procedures
211,212
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Angiographies, Angioplasties, Bypass, Open Heart & Cardiac Valve Surgeries for adults & paediatric patients

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Orthopaedic
Procedures
42,144
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Knee & Hip Replacements, Poly-trauma Surgeries, Complex Fracture Surgeries

Wockhardt Hospitals, an unlisted company, is part of the Wockhardt Group | * Cumulative numbers since inception

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BOARD OF DIRECTORS

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Dr. HABIL KHORAKIWALA

Founder Chairman

Dr. Habil Khorakiwala founded Wockhardt in 1967. Today, the Wockhardt Group is India’s leading research-based global healthcare enterprise with relevance in the fields of Pharmaceuticals, Biotechnology, Regenerative Treatment, and Super Specialty Hospitals. An alumnus of Purdue University and Harvard Business School, he was the first non-American to be conferred with an Honorary Doctorate in 125 years by Purdue University (Pharmacy School) in 2010.

Dr. Khorakiwala has held many senior positions as an industry representative and has been lauded and awarded by various institutions and organisations. As a former President of FICCI (Federation of Indian Chambers of Commerce and Industry), he has met and shared India’s business and economic dynamics with many Presidents, Prime Ministers and Heads-of-State. He has also served as the President of IPA (Indian Pharmaceutical Alliance); as the Chairman of the Board of Governors at the Centre for Organisation Development in Hyderabad, a non-profit, scientific and industrial research organisation and a recognised doctoral research centre; and as the Chancellor of Jamia Hamdard University, New Delhi, which has emerged as an outstanding institution of higher learning with distinct and focused academic programmes.

In 2017, Dr. Khorakiwala authored ‘Odyssey of Courage’, a book chronicling his entrepreneurial journey, and in 2018, he established the Wockhardt School of Courage, a unique mentorship programme for young and budding entrepreneurs, which is based on tenets, principles, and insights drawn from the book.

Mr. VINESH KUMAR JAIRATH

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Independent Director

Mr. Vinesh Kumar Jairath has been a Director on the Board of Wockhardt since November 2016. He joined the Indian Administrative Service in 1982 and served in various important positions in the Government of Maharashtra and the Government of India till March 2008, when he took voluntary retirement. He has served as the Managing Director of SICOM and subsequently as Principal Secretary of Industries in the Government of Maharashtra until 2008.

He has over 25 years of experience in public administration, rural development, poverty alleviation, infrastructure planning and development, infrastructure financing, finance industry, urban development, and environmental management, while occupying important positions in the Government.

Mr. Jairath is at present a Director on the Board of Kirloskar Industries Limited, Kirloskar Oil Engines Limited.

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Mr. AKHILESH GUPTA

Independent Director

Mr. Akhilesh Gupta has been a Director on the Board of Wockhardt since August 2020. An Advanced Leadership Senior Fellow and Impact Leader in residence at Harvard University, and a B.Tech. in Chemical Engineering from the Indian Institute of Technology, Delhi.

Mr. Gupta served as the Chairman of Blackstone India till December 2014. Prior to Blackstone, he served as CEO - Corporate Development for Reliance Industries Limited from 1992 to 2005. Mr. Gupta started his professional career as a management trainee at Hindustan Unilever.

Mr. Gupta currently serves on The Dean’s Leadership Council at Harvard Divinity School, on the Advisory Board of Human Flourishing Program at Harvard University, and on the Advisory Board of Harvard Chan Initiative on Health and Homelessness. He has served on the Advisory Council of the Graduate School of Business at Stanford University (from 2014 to 2021) and on the Boards of several Blackstone portfolio companies, Larsen & Toubro, and Reliance Group companies.

Mr. Gupta has also authored two books, “Bridges Across Humanity” published in May 2023 and “To Flourish is to Love, Learn, and Play” to be published in 2025.

Ms. AMELIA FERNANDES

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Independent Director

Ms. Fernandes is an independent journalist. She was the Editor of India’s leading women’s magazine, Femina; Editor, features with a daily publication, including Saturday Times; Editor, Special Projects at The Times of India and Editor of the Sunday edition of the DNA newspaper. She conceptualised and brought out Jade, a successful magazine for South India. She has also taught journalism at St. Andrew’s College and at St. Paul’s Institute of Communications. She is passionate about magazine journalism and has brought out as many as five publications on various subjects at one time.

She is currently Director of “Literature Live!” Mumbai's only literary festival and considered one of the best in India. “Literature Live!” conducts literary events and workshops all through the year.

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Amb. AHMAD JAVED

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Independent Director

Maharashtra Cadre, and a seasoned diplomat. With a robust educational foundation from St. Stephen’s College, Delhi University, he has dedicated nearly four decades to law enforcement and public service. During his stint, Amb. Ahmad served, inter alia, as Commissioner of Police, Solapur City, as Joint Commissioner of Police (Law & Order) in Mumbai, as Commissioner of Police, Navi Mumbai, Director General of Police (HG) and as Commissioner of Police, Mumbai. His notable diplomatic tenure was while serving as the Ambassador of India to Saudi Arabia from 2016 to 2019. Amb. Ahmad’s extensive experience encompasses law and order maintenance, crisis handling, and management, administration and human resources, international relations, strategy and policy formulation, and conflict resolution.

Amb. Ahmad has been honoured with the Police Medal for Meritorious Service, President’s Police Medal for Distinguished Service, and the Director General’s Insignia. Currently, he contributes his expertise as an advisor and Independent Director to various organisations.

Dr. HUZAIFA KHORAKIWALA

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Executive Director

Dr. Huzaifa Khorakiwala holds a Master’s degree in Business Management from Yale University School of Management, USA. He joined the Company in July 1996 and has, over the years, led various Wockhardt businesses. He has been the Executive Director of the Company since April 2009. He also serves as Trustee and CEO of Wockhardt Foundation, whose flagship programme, Mobile 1000, runs over 170 Mobile Medical Units delivering free primary healthcare to rural and remote India. He is the Founder of The World Peacekeepers Movement, an online movement of over 1.5 million peacekeepers. Dr. Huzaifa is a recipient of 15 honorary doctorates, 2 D.Litts., and many other prestigious awards and titles including a Knighthood, which was bestowed on him by the Ecumenical, Medical, Humanitarian Order of Knights of St. John of Jerusalem (Knights of Charity).

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Dr. MURTAZA KHORAKIWALA

Managing Director

business acumen. A graduate in Medicine from GS Medical College, Mumbai, and an MBA from the University of Illinois, USA, he has been Managing Director of Wockhardt Limited since April 2009.

Recognising his outstanding contributions, Dr. Murtaza has been bestowed with the “Global Impact Award” by the University of Illinois.

Thinking out of the box, challenging assumptions, and driving innovation are some of the key principles that shape his strategic approach. His young and dynamic leadership has become the ideal springboard for various corporate initiatives, creating a new Wockhardt.

He was the past Chairman of the Marketing Committee of the Bombay Management Association and was elected President of the BMA in 2018. He also served as President of ICC (International Chamber of Commerce) India, in 2020–21, and was part of the Management Committee of IMC in FY 2022–23.

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Ms. ZAHABIYA KHORAKIWALA

Non-Executive Director

Ms. Zahabiya Khorakiwala is the Managing Director of Wockhardt Hospitals and is responsible for strategic decisions, identifying new business opportunities, and creating viable and sustainable business models to drive growth in the overall operations of the hospital chain. She is also a Director on the Board of RPG Life Sciences Limited.

Ms. Khorakiwala was schooled at the prestigious Aiglon College in Switzerland; did her graduation from New York University; and received an MBA degree from the Indian School of Business, Hyderabad.

Championed by robust Research and Development, Ms. Khorakiwala has instituted a cutting-edge regenerative medicine business, the newest multi-disciplinary venture of the Wockhardt Group. Ms. Khorakiwala has also set up Wockhardt Global School, a state-of-the-art K-12 school with International Baccalaureate Continuum and CBSE programmes in Aurangabad.

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BOARD’S ~~R~~ EPORT

Dear Members,

The Board of Directors are delighted to present the Twenty-Sixth Annual Report on the business and operations of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to as the ‘year under review’ or the ‘Financial Year 2024-25’).

FINANCIAL RESULTS AND HIGHLIGHTS

A summary of your Company’s financial results for the Financial Year 2024-25 is as under:

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( ` in Crore)
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Consolidated
Total Income 3,074 2,881
Profit before Depreciation and Amortisation, Finance Cost and Tax 455 122
Loss before Exceptional Items and Tax (16) (406)
Loss before Tax (16) (420)
Tax expense (41) (52)
Loss after Tax for the year before other Comprehensive Income (57) (472)
Other Comprehensive Income/ (Loss) 71 6
Total Comprehensive Income/ (Loss) 14 (466)
Standalone
Total Income 1,457 1,195
Profit before Depreciation and Amortisation, Finance Cost and Tax 355 84
Loss before Exceptional Items and Tax (12) (408)
Loss before Tax (12) (422)
– –
Tax expense
Loss after Tax for the year before other Comprehensive Income (12) (422)
Other Comprehensive Income/ (Loss) (1) (1)
Total Comprehensive Income / (Loss) (13) (423)
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The Consolidated Total Income of your Company for the Financial Year ended March 31, 2025 stood at ₹ 3,074 Crore as compared to ₹ 2,881 Crore in the previous year. Profit before Depreciation and Amortisation, Finance Cost and Tax for the Financial Year ended March 31, 2025 is ₹ 455 Crore vis-à-vis ₹ 122 Crore during the previous year. The Total Comprehensive Income/ (Loss) for the Financial Year stood at ₹ 14 Crore vis-à-vis Total Comprehensive Income/ (Loss) of ₹ (466) Crore in the previous year.

On a standalone basis, your Company registered Total Income of ₹ 1,457 Crore as compared to ₹ 1,195 Crore in the previous year. Total Comprehensive Income/ (Loss) for the year stood at ₹ (13) Crore vis-à-vis ₹ (423) Crore in the previous year.

STATE OF COMPANY’S AFFAIRS

Robust Business Performance: The Company’s International operations comprising of United Kingdom (‘UK’) and rest of the world operations grew at 12% while the India operations grew at 11%. The EU business mostly remained flat. This growth is driven by healthy volumes across business channels and favourable market opportunities across multiple geographies.

The Financial Year 2024-25 has seen some significant developments for your Company, including the following:

• 1) Globally renowned US body Clinical and Laboratory Standards Institute (CLSI) awarded high susceptibility breakpoints to Zaynich® (Zidebactam/ Cefepime, WCK 5222): In June, 2024 plenary session of Clinical and Laboratory Standards Institute (CLSI), Zaynich® (Zidebactam/ Cefepime, WCK 5222) has been granted a susceptibility breakpoint of 64 mg/L for around 10 Gram negative pathogens showing high resistance rates. Susceptibility breakpoints guides the doctors about selection

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of most efficacious antibiotic for treating various infections caused by different pathogens. A high breakpoint of 64 mg/L suggests Zaynich’s (Zidebactam/ Cefepime, WCK 5222) strong potential to cover all the clinically important, extreme drug resistant Gram negative pathogens in seriously ill patients.

• 2) Your Company’s Investigational Drug, Zaynich® (Zidebactam/Cefepime, WCK 5222) cured complex case of meningitis caused by pan-drug resistant super-bug under compassionate use.

• 3) Zaynich® (Zidebactam/Cefepime, WCK 5222) achieved over 97% efficacy in clinic study for serious infections caused by Meropenem-Resistant Gram-Negative Pathogens. The study design was unique as it encompassed a range of severe infections, including Hospital-Acquired Bacterial Pneumonia (HABP), Ventilator-Associated Bacterial Pneumonia (VABP), Bloodstream Infection (BSI), complicated Intra-Abdominal Infections (cIAI), and complicated Urinary Tract Infections (cUTI).

• 4) Zaynich® (Zidebactam/Cefepime, WCK 5222) achieved highest-ever efficacy meeting superiority in a global, pivotal, registration enabling Phase III study in complicated urinary tract infection (cUTI) achieving 96.8% clinical cure rate.

• 5) Zaynich® (Zidebactam/Cefepime, WCK 5222) was used successfully to treat a cancer patient in US with Chronic Bilateral Thigh Infection caused by an Extreme-Drug Resistant Pseudomonas.

• 6) Novel antibiotic Miqnaf® (Nafithromycin) received favourable recommendation from Subject Expert Committee of Central Drugs Standard Control Organization (CDSCO) for the treatment for Community-Acquired Bacterial Pneumonia (CABP).

• 7) Your Company was awarded the prestigious Innovator Award from Government of India. Biotechnology Industry Research Assistance Council (BIRAC), a Government of India enterprise, conferred the “BIRAC Innovator Award 2024” to Wockhardt’s Chairman, Dr. Habil Khorakiwala. The award is in recognition of the highest level of innovation and research that led to successful development of Miqnaf® (Nafithromycin), which is the first ever multi-drug resistant pathogen active respiratory antibiotic for the treatment of CABP.

• 8) Indian Drug Regulator approved Wockhardt’s New Generation Oral Antibiotic Miqnaf® (Nafithromycin) for the treatment of CABP.

• 9) Your Company announced the filing of its fast-acting insulin analog, Aspart injection ASPARAPID[TM] with the Drugs Controller General of India (DCGI). Your Company’s Aspart insulin injection ASPARAPID[TM] is an indigenously developed product, underscoring the Company’s end-to-end capabilities in research & development, clinical studies, scale up and manufacturing of biosimilars products. By leveraging integrated infrastructure and expertise, your Company has completed all stages of ASPARAPID[TM] development from research to production through in-house development. Your Company is also developing additional insulin analogs and Glucagon Like Peptide-1 (GLP-1) agonists as part of its comprehensive strategy to provide advanced diabetes care solutions. The introduction of these products will further strengthen your Company’s diabetes portfolio.

• 10) WCK 6777 with unique out-patient treatment advantage was granted Fast Track designation by US FDA and successfully completed Phase I study conducted by National Institutes of Health, US.

• 11) Dr. Habil Khorakiwala was bestowed Lifetime Achievement Award by Integrated Health and Wellbeing Council in Dubai.

• 12) During the Financial Year 2024-25, your Company successfully completed fund raising by Qualified Institutions Placement (‘QIP’) route for an amount of ₹ 1,000 Crore. The funds raised will be utilized largely to meet its Capex plans and R&D program, infuse growth capital within the operations, deleveraging the balance sheet.

Amidst the challenging market dynamics, your Company was focused on deployment of funds in critical areas through R&D clinical trials and setting its investments priorities to ensure maximum return. Secondly it focused on de-leveraging the balance sheet, thirdly, it dedicated focus on the expense side with cost containment measures. Significant efforts to identify new revenue streams and enhance profitability and cash flow also translated into new partnerships into international geographies. All these steps were towards aligning the operations with the Company’s long term goals and its vision statement.

Updates on Research & Development: Advancing Access to Novel Antibiotics from “Discovery to Delivery”

During the Financial Year 2024-25, your Company continued to make significant strides in advancing access to innovative antibiotics, both in India and across global markets. Building on the strength of our Discovery Program, we have successfully transitioned multiple novel antibiotics from the laboratory to clinical use, demonstrating our end-to-end capabilities in research, development, and regulatory execution.

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Since launch ~~,~~ over 100,000 patients have been treated with Emrok and Emrok O, underscoring their growing role in combating ~~serious infections caused b~~ y difficult-to-treat Gram positive infections. In a further testament to its innovation-led approach, your Company received regulatory approval for Miqnaf, another novel antibiotic designed to address critical unmet medical needs in the management of Community-Acquired Bacterial Pneumonia (CABP).

Our pipeline continues to advance meaningfully. Zaynich® recently completed a global Phase 3 clinical trial, while Foviscu has successfully completed its Phase 2 study, progressing to Phase 3 stage. These developments bring two more promising antibiotics closer to patients and represent our commitment to shaping the future of anti-infective therapy.

Each candidate in our pipeline is strategically designed to address unmet needs across all four key clinical settings- Intensive Care Units (ICUs), general hospital wards, Outpatient Parenteral Antimicrobial Therapy (OPAT), and community infections. Importantly, our compounds are being developed to effectively treat infections caused by Multi-Drug-Resistant (MDR) and Extensively Drug-Resistant (XDR) pathogens.

The differentiation of our antibiotics is rooted in their novel mechanisms of action and their potential to offer meaningful advantages over existing therapies in development globally. These advances position the Company as a key contributor to addressing the growing threat of antimicrobial resistance on a global scale.

Current status of Qualified Infectious Disease Product (QIDP) category NCEs: Spurring Clinical development of NCEs in different territories:

WCK 5222 (Zaynich®) has successfully completed a global, pivotal, registration-enabling Phase III study in hospitalized complicated urinary tract infection (cUTI) and demonstrated superiority compared with meropenem. This study will become the basis of filing new drug application globally including in US and EU. This study enrolled 530 cUTI patients from US, Europe, LATAM, China and India spanning across 64 sites. Zaynich® has recently shown >97% clinical efficacy in yet another trial involving patients with confirmed meropenem-resistant infections spanning across Hospital-Acquired Bacterial Pneumonia (HABP), Ventilator-Associated Bacterial Pneumonia (VABP), Bloodstream Infections (BSI) complicated intra-abdominal infections (cIAI), and cUTI. During past >2 years, under compassionate use, Zaynich® has been administered to 50 patients from India and US who were battling life-threatening infections not responsive to any of the available antibiotics.

WCK 4282 (Foviscu): We have initiated a combined Phase 2/3 clinical trial for WCK 4282, enrolling 324 patients with complicated Urinary Tract Infections (cUTI). The Phase 2 portion of the study has been successfully completed with no incidence of serious adverse events that would impede further development. This study is designed to demonstrate efficacy comparable to carbapenems, positioning WCK 4282 as a potent, novel alternative to the current first-line therapy, piperacillin/tazobactam. Its successful development could play a critical role in reducing the reliance on carbapenems- an overuse trend that has been closely associated with rising global carbapenem resistance. WCK 4282 has the potential to support regulatory filings in emerging markets and the rest of the world (ROW), aligning with our mission to expand access to advanced, life-saving antibiotics.

WCK 4873 (Miqnaf®): Miqnaf® has successfully gained marketing approval from Central Drugs Standard Control Organization (CDSCO) as a new treatment for the Community-Acquired Bacterial Pneumonia (CABP). Miqnaf® is an ultra-short course, once-a-day, 3-day treatment for CABP including those caused by Multi-Drug Resistant (MDR) pathogens including those resistant to amoxicillin/clavulanate and azithromycin. In light of high azithromycin resistance in India, the introduction of Miqnaf® offers a valuable treatment option in managing CABP patients with multiple comorbidities. Currently a sizable proportion of such patients require hospitalization which enhances the risk of hospital-acquired infections and imposes higher cost. Miqnaf® is designed to obviate the need of such hospitalization.

WCK 771 & WCK 2349: Since their launch, both Emrok (WCK 771) & Emrok O (WCK 2349) have been gaining wider clinical acceptability by virtue of their safety and multi-indication effectiveness with more than 100,000 patients already treated with these novel drugs. To further expand the treatment scope of Emrok & Emrok O, four new clinical studies have been successfully completed in the challenging indications of bloodstream infections, bone and joint infections, community-acquired bacterial pneumonia and infections in immunosuppressed patients.

WCK 6777: The NIH-supported Phase 1 study of WCK 6777 has been successfully completed. With this milestone attained, WCK 6777 could now progress to Phase 2 and Phase 3 studies. Globally, WCK 6777 is the only novel antibiotic being developed as out-patient parenteral antimicrobial therapy (‘OPAT’) as once-a-day regimen for the treatment of Gram-Negative Bacterial Infections. In recently concluded European conference (‘ECCMID’) held in Vienna, Austria, the key investigators involved in Phase 1 study presented two posters one each on pharmacokinetics and safety which were well-received by the global scientific community.

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New NCE/ Patents:

Your Company has strong focus in developing intellectual property and filed 10 patents during the Financial Year 2024-25. During the Financial Year 2024-25 8 patents were granted. As on March 31, 2025, combined pool of Company’s patent has reached 3,273 filings and 848 grants.

Biotechnology Research of the Company:

Biotechnology is one of the major focus areas of your Company’s Research. Biotechnology products have been identified, as the future in the treatment of diseases and your Company has been an early entrant in this field. Our highly accomplished multidisciplinary team is capable to develop biological drugs from concept to product to address unmet clinical needs. The team has proven expertise in developing products using yeast, E. coli and mammalian cell culture expression platforms. The efforts of your Company in Biotechnology space have been well recognized.

Biotechnology R&D team of your Company has succeeded in developing and commercializing Recombinant Hepatitis-B Vaccine (Biovac-B), Recombinant Human Erythropoietin (Wepox®), Recombinant Human Insulin (Wosulin®), Recombinant Insulin Glargine (Glaritus®), which have all been well received in the market. Out of these, Recombinant Interferon Alfa 2b and PEGylated G-CSF have already been approved for manufacturing and marketing in India in the year 2005 and 2015, respectively.

Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. The overall focus is on development and commercialization of antidiabetic biosimilar products, which includes Insulin analogues, Glucagon Like Peptide-1 (GLP-1) agonists and novel combination drug products. Insulin Aspart Regular and Biphasic drug products are in advance stages of development. Insulin Aspart® dossier has already been filed in India for securing marketing authorization. As a cost saving initiative, the team has also initiated development of recombinant enzymes for captive use in Insulin and Insulin analogues manufacturing process. Your Company has developed drug delivery device for insulin and launched its first generation Disposable Pen (Dispopen) and Reusable Pen (Mypen) in 2010. Subsequently, your Company launched its second generation Disposable Pen (Dispopen 2) and Reusable Pen (Mypen 2) in the year 2019 and 2023, respectively. Your Company’s unique drug delivery devices are protected by two patents.

Your Company is working on next generation Disposable and Reusable Pens considering latest technology and trends in the market.

Your Company has applied for 108 biotech product patents globally and holds 47 patents in biosimilar and bio-better development phase, out of which 23 patents are for the Company’s insulin pen globally. In the Financial Year 2024-25, your Company has obtained patent in Brazil for its insulin glargine drug product Glaritus® and also obtained Australian patent for its new combination drug product.

Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. The overall focus is development and commercialization of antidiabetic biosimilar products.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Rules issued thereunder, applicable Accounting Standards and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

A copy of the Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statements of the Company including Consolidated Financial Statements and Financial Statements of its Subsidiaries are also available on the website of the Company. Any Member interested in obtaining a copy of the separate Financial Statements of the Subsidiary(ies) can make specific request in writing to the Company Secretary and the same will be furnished on request.

Your Company discloses Consolidated and Standalone Financial Results on a Quarterly basis which are subjected to Limited Review and publishes Consolidated and Standalone Audited Financial Statements on an Annual basis. There were no revisions made to the Financial Statements during the Financial Year 2024-25.

DIVIDEND AND RESERVES

The Board of Directors of your Company have not recommended any dividend for the Financial Year ended March 31, 2025 and no amount has been transferred to the General Reserve of the Company.

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DIVIDEND ~~D~~ ISTRIBUTION POLICY

Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its Shareholders and the amount of profits retained for its business requirements, present and future. The Policy intends to broadly specify various external and internal factors that shall be considered while declaring dividend, the circumstances under which the Shareholders of the Company may or may not expect dividend, the financial parameters that shall be considered while declaring dividend and the parameters that shall be adopted with regard to various classes of shares. The Policy is available on the website of the Company, at https://www.wockhardt.com/wp-content/uploads/2020/05/dividenddistribution-policy.pdf.

CAPITAL AND DEBT STRUCTURE

During the Financial Year 2024-25, the Company has allotted 34,860 Equity Shares of ₹ 5 each against exercise of stock options granted under Wockhardt Employees‘ Stock Option Scheme – 2011 (the ‘ESOP Scheme’).

Further, during the Financial Year 2024-25, pursuant to Qualified Institutions Placement (‘QIP’/ the ‘Issue’) of Equity Shares your Company has issued and allotted 9,049,773 Equity Shares of the face value of ₹ 5 each at a price of ₹ 1,105 per Equity Share, (including share premium of ₹ 1,100 per Equity Share), which reflects a discount of ₹ 57.25 per Equity Share (equivalent to 4.93%) on the floor price of ₹ 1,162.25 aggregating to approximately, ₹ 1,000 Crore. The Issue opened on November 6, 2024 and was closed on November 11, 2024. The Equity Shares issued pursuant to QIP were listed and admitted for trading from November 14, 2024. Consequent to the above allotment of Equity Shares pursuant to exercise of ESOP and the QIP, the issued, subscribed and paid-up Equity Share Capital of the Company stands increased from ₹ 767,004,680 (divided into 153,400,936 Equity Shares of face value of ₹ 5 each) as on March 31, 2024 to ₹ 812,427,845 (divided into 162,485,569 Equity Shares of the face value of ₹ 5 each), as on March 31, 2025. The Equity Shares issued under the ESOP Scheme and pursuant to the QIP ranked pari-passu with the existing Equity Shares of the Company.

Other than the above, there were no other issue/ allotment of Equity Shares, securities convertible into Equity Shares or Debentures during the year under review. Your Company does not have any scheme to fund its employees to purchase the Shares of the Company. Further, no Shares have been issued to employees of the Company except under the Scheme mentioned above. The Company has not issued any Shares having differential rights.

During the previous year, the Company had fully redeemed its outstanding unlisted Debentures as per terms of its issue.

As on March 31, 2025 none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

During the year under review, there were no instance where the Company failed to implement any corporate action within the specified time limit.

CREDIT RATINGS

The details of credit ratings obtained by the Company are given in the Report on Corporate Governance forming part of this Annual Report.

EMPLOYEE STOCK OPTION SCHEME

Pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (‘SEBI SBEB Regulations’) and other applicable laws, if any, the required disclosures as on March 31, 2025 are annexed as Annexure I to this Report.

The certificate from the Secretarial Auditor on the implementation of the Scheme in accordance with the SEBI SBEB Regulations, has been uploaded on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2025/05/ESOScertificate-Signed-16-04-2025.pdf.

During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the SEBI SBEB Regulations.

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DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Amb. Ahmad Javed (DIN: 08668304) was appointed as an Additional Director (Independent) of the Company with effect from May 28, 2024 and in the Annual General Meeting (‘AGM’) held on June 28, 2024, he was appointed as an Independent Director of the Company to hold office for a term of 5 (five) years upto May 27, 2029.

Dr. Habil Khorakiwala was re-appointed for a term of 5 (five) years with effect from March 1, 2025 as Chairman and Executive Director at the AGM held on June 28, 2024.

Further, on September 29, 2024, Mrs. Tasneem Mehta (DIN: 05009664), completed her second term of 5 (five) consecutive years as Independent Director of the Company and thereby ceased to be Independent Director of the Company in compliance of Section 149(10) and Section 149(11) of the Act.

The Board places on record its appreciation for the valuable contributions made by Mrs. Tasneem Mehta during her tenure as the Independent Directors of the Company.

In terms of the provision of Section 152 of the Act, Dr. Murtaza Khorakiwala (DIN: 00102650), Managing Director retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the approval of the Members of the Company at the forthcoming AGM.

All the Independent Directors have furnished ‘Declaration of Independence’ stating that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Independent Directors have also affirmed that they have complied with the Company’s Code of Business Conduct & Ethics and Code for Independent Directors prescribed in Schedule IV to the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold high standard of integrity.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also submitted declaration that they have registered themselves on the online data bank of the Indian Institute of Corporate Affairs (‘IICA’) and if not exempt, have undertaken online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

None of the Directors are disqualified under Section 164 of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Deepak Madnani, Chief Financial Officer and Ms. Rashmi Mamtura, Company Secretary & Compliance Officer are the Key Managerial Personnel (‘KMP’) of your Company.

MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board of Directors were held. The details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.

The maximum interval between any two Board meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Act, the Directors state that:

• (a) in the preparation of Annual Accounts for the Financial Year ended March 31, 2025 the applicable Accounting Standards have been followed and that no material departures have been made from the same;

• (b) such Accounting Policies as mentioned in the notes to the Financial Statements for the Financial Year ended March 31, 2025 have been selected and applied consistently and judgments and estimates have been made that are reasonable

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and pru ~~d~~ ent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and ~~of the loss of the Com~~ pany for the Financial Year ended March 31, 2025;

• (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• (d) the Annual Accounts for the Financial Year ended March 31, 2025 have been prepared on a going concern basis;

• (e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

• (f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems are adequate and operating effectively.

PERFORMANCE EVALUATION

The Board, on the recommendation of the Nomination and Remuneration Committee have laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Act the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the Annual Performance Evaluation of the entire Board, Committees and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

The performance evaluation of the Non-Independent Directors including the Chairman of the Company and performance of the Board as a whole was discussed at the separate meeting of the Independent Directors held on March 19, 2025.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees:

a)	Audit Committee	f)	ESOS Compensation Committee
b)	Nomination and Remuneration Committee	g)	Finance and Management Committee
c)	Stakeholders Relationship Committee	h)	Capital Raising Committee
d)	Corporate Social Responsibility Committee	i)	Share Allotment Committee
e)	Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings etc. are provided in the Report on Corporate Governance forming part of this Annual Report.

There have been no instances where the Board did not accept the recommendations of its Committees.

AUDITORS AND REPORTS OF THE AUDITORS

A. STATUTORY AUDITOR

MSKC & Associates LLP, Chartered Accountants (Formerly, known as MSKC & Associates) (Firm’s Registration No. 001595S), were appointed as the Statutory Auditors of the Company at the Twenty-fifth AGM of the Company held on June 28, 2024 for a term of 5 (five) years i.e. till the conclusion of Thirtieth Annual General Meeting (to be held for the Financial Year 2028-29) on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.

The reports of the Statutory Auditors on the Standalone and Consolidated Financial Statements forms part of this Annual Report. The Auditors’ Report does not contain any qualification, reservation and adverse remark. There were no instances of fraud reported by the Auditors during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the Rules framed thereunder.

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B. COST AUDITORS

During the year under review, your Company has maintained Cost Records pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company has appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors to conduct the audit of Cost Records of the Company for the Financial Year 2025-26. The Company has received consent from M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act the remuneration payable to M/s. Kirit Mehta & Co. for conducting the audit of the Cost Records of the Company for the Financial Year ending on March 31, 2026 needs to be ratified by the Members of the Company and accordingly a resolution for the said ratification shall be placed for approval of Members of the Company at the ensuing AGM.

The Cost Auditors’ Report for the Financial Year ended March 31, 2024 did not contain any qualification, reservation or adverse remark, and the same was duly filed with the Ministry of Corporate Affairs within the due date during the year under review. Further, there were no instances of fraud reported by the Cost Auditors during the year under review, which required the Cost Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules framed thereunder.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board on the recommendation of the Audit Committee, has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary (Membership No. 1157 and COP No. 124, Peer Review Certificate No. 6489/2025 valid till 28[th] February 2030) as Secretarial Auditors to conduct Secretarial Audit of the Company for the term of 5 years i.e. from the conclusion of the 26[th] Annual General Meeting till the conclusion of 31[st] Annual General Meeting (to be held in calendar year 2030). Accordingly, a resolution for the said appointment shall be placed for approval of Members of the Company at the ensuing AGM. The Secretarial Audit Report issued in Form MR-3 by Mr. Bhatt is self-explanatory and is annexed as Annexure II to this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained the Annual Secretarial Compliance Report for the year under review from a Mr. Virendra G. Bhatt, Practicing Company Secretary and submitted the same to the Stock Exchanges where the shares of the Company are listed.

Further, the Secretarial Auditors’ Report for the Financial Year ended March 31, 2025 did not contain any qualification, reservation or adverse remark and there were no instances of fraud reported by the Secretarial Auditors during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, in terms of Section 118(10) of the Act, your Company has complied with all the mandated Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’).

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website and can be accessed using the link https://www.wockhardt.com/investors/annual-return/.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR Policy as recommended by the CSR Committee and adopted by the Board is uploaded on the website of the Company and can be accessed using the web-link https://www.wockhardt.com/wp-content/uploads/2020/05/csr-policy.pdf.

The Average Net Profit of the Company for the immediately preceding 3 (three) Financial Years calculated as per Section 198 of the Act was negative. Hence, no amount was required to be spent on CSR activities during the Financial Year 2024-25. The details on CSR activities as required under the Act and the relevant rules as amended from time to time, is annexed as Annexure III to this Report.

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POLICY ON ~~A~~ PPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management.

The appointment of a Director is made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC’). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances, and follows applicable requirements as prescribed under the Act. Approval of Members for payment of remuneration to such Executive Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees and commission, if any, in accordance with the provisions of the Act and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General meetings in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.

A brief of the Remuneration Policy on the appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on the Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the web link thereto is https://www.wockhardt.com/wp-content/uploads/2020/05/wlremuneration-policy.pdf. NRC has also formulated criteria for determining qualifications, positive attributes and independence of a Director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (‘SOPs’), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

Your Company continues with its past practice of a co-sourced model for Internal Audit. The Company’s internal audit team is assisted by M/s. Ernst and Young, who carry out Internal Audit reviews in accordance with the approved Internal Audit Plan. The Internal Audit team reviews the status of implementation of Internal Audit recommendations. Summary of critical observations, if any and recommendations under implementation are reported to the Audit Committee.

During the year under review, the Internal Audit team has reviewed the M/s. Ernst and Young’s self-assessment tool on the adequacy of Internal Financial Control (‘IFC’) process of the Company in accordance with the requirement of the Act. There were no material adverse observations noted in this review.

RISK MANAGEMENT

The Board had constituted a Risk Management Committee comprising of Dr. Habil Khorakiwala as Chairman, Mr. Akhilesh Gupta, Independent Director and Dr. Murtaza Khorakiwala, Managing Director as its members. During the year under review the Committee met twice and the details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Enterprise Risk Management (‘ERM’) framework encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives. Your Company identifies and tries to mitigate risks that matter on an ongoing basis. Risk Management Policy approved by the Board is in place. Risk management is embedded in strategic business decision-making of the Company.

The current key risk relates to regulatory risk on overseas operations and business. This is arising out of periodic regulatory audits at the Company’s manufacturing locations, which are being adequately addressed through strengthening of the current processes and controls by the Company’s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks, which in the opinion of the Board, threaten the existence of your Company. Other details about Risk Management have also been elaborated in the Report on Corporate Governance forming part of this Annual Report.

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QUALITY AT WOCKHARDT LIMITED

Your Company is deeply committed to quality, ensuring it is the top priority across all levels and functions. This commitment is reflected through continuous training to develop skilled personnel, comprehensive metrics to track improvements, and a strong emphasis on execution excellence. Quality is embedded in all processes from design to delivery, with a focus on continual improvement driven by feedback mechanisms. Your Company maintains a customer-centric approach, aiming to meet both internal and external customer requirements with precision, while proactive quality management and robust corrective actions address any non-conformances. The Company adapts dynamically to emerging global regulations, integrating innovative technologies to enhance operational efficiency and maintain compliance with GMP standards. Senior leadership ensures strategic alignment and provides sufficient resources to foster a quality-focused culture. Your Company has strengthened its Quality Systems by emphasizing data integrity, adopting automation, enhancing quality risk management, harmonizing procedures across sites, and maintaining transparent communications with regulatory authorities. This comprehensive Quality Policy is continually reviewed to meet the evolving standards of excellence in the pharmaceutical industry.

The details of the Quality Management System and Key Quality Principles are provided in Annexure IV to this Report.

INSURANCE

All properties and insurable interests of your Company including buildings, plant & machinery and stocks have been adequately insured.

GREEN INITIATIVE

Your Company regularly undertakes green initiatives to preserve the environment, which includes energy saving, water conservation and usage of electronic mode in internal processes & control, statutory and other requirements. Members, who have not already done so, are requested to register their e-mail IDs with the Company/ Registrar and Transfer Agent (‘Registrar’)/ Depositories Participants (‘DPs’), as the case may be, for receiving all communication from the Company electronically.

POLICIES

For better conduct of operations and in compliance with regulatory requirements, your Company has framed and adopted certain policies. In addition to the Company’s Code of Business Conduct and Ethics, key policies/codes that have been adopted by the Company are as follows:

Name of the Policy/ Code	Brief Description	Web Link
Policy for determining Materiality of Events	This Policy aims to determine Materiality of events/ information.	https://www.wockhardt.com/wp-content/ uploads/2024/02/policy-determining- materiality-of-events.pdf
Archival Policy	The Policy deals with archival of the Company’s documents which have been disclosed on the website of the Company.	https://www.wockhardt.com/wp-content/ uploads/2020/05/archival-policy.pdf
Policy for determining Material Subsidiaries	The Policy determines the material subsidiaries of the Company and to provide the governance framework for them.	https://www.wockhardt.com/wp-content/ uploads/2022/08/pms-31122.pdf
Policy on Materiality of and Dealing with Related Party Transactions	The Policy determines materiality of and regulates all transactions between the Company and its’ related parties.	https://www.wockhardt.com/wp-content/ uploads/2022/08/prt-31122.pdf
Vigil Mechanism / Whistle Blower Policy	The Company has adopted the Vigil Mechanism for Directors and Employees of the Company to report concerns or grievances about unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct or Ethics Policy.	https://www.wockhardt.com/wp-content/ uploads/2024/09/whistle-blower- policy-2024.pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code determines the principles for fair disclosure of Unpublished Price Sensitive Information.	https://www.wockhardt.com/wp-content/ uploads/2020/05/code-of-fair-disclosur-of- upsi-2-4-19.pdf
Corporate Social Responsibility Policy	The Policy outlines the Company’s strategy to bring about a positive impact on the society through programs relatingto education, healthcare, environment etc.	https://www.wockhardt.com/wp-content/ uploads/2020/05/csr-policy.pdf
Remuneration Policy	This Policy formulates the criteria for determining qualifcation, competencies, positive attributes and independence for the appointment of Directors and also the criteria for determining the remuneration of the Directors, KeyManagerial Personnel and other Employees.	https://www.wockhardt.com/wp-content/ uploads/2020/05/wl-remuneration-policy.pdf

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Name of the Policy/ Code	Brief Description	Web Link
~~Dividend Distribution Policy~~	The Policy determines the parameters/ basis for declaration of dividend.	https://www.wockhardt.com/wp-content/ uploads/2020/05/dividend-distribution- policy.pdf
Policy on Preservation of Documents	The Policy deals with periodicity of retention of the Company records and documents.	https://www.wockhardt.com/wp-content/ uploads/2023/07/policy-for-preservation-of- documents.pdf
Risk Management Policy	The Policy is intended to institutionalize the risk management framework of the Company which includes identifcation, review and reportingof material risks.	https://www.wockhardt.com/wp-content/ uploads/2025/04/risk-management-policy. pdf
Forex Risk Management Policy	The Policy defnes, identifes, measures, manages, mitigates and reviews potential risks pertaining to fuctuations in Foreign Exchange.	https://www.wockhardt.com/wp-content/ uploads/2023/07/forex-risk-management- policy.pdf
Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons	The Policy provides the framework in dealing with securities of the Company by Designated Persons and their Immediate relatives.	https://www.wockhardt.com/wp-content/ uploads/2023/04/code-of-conduct-for- regulating-monitoring-and-reporting-of- trading-by-designated-persons.pdf
Anti-bribery and Anti-corruption Policy	The Policy provides for the prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integritywith highestpossible ethical standards.	https://www.wockhardt.com/wp-content/ uploads/2024/09/anti-bribery-and-anti- corruption-policy.pdf
Human Right Policy	The Policy aims at social & economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focuses to uphold International Human Rights Standards.	https://www.wockhardt.com/wp-content/ uploads/2024/09/human-rights-policy.pdf
Stakeholder Grievance Policy	The Policy aims to create a sustainable environment by laying out a mechanism through which relevant Stakeholders, who may be afected by or can infuence organization’s decisions may communicate and convey theirgrievances and suggestions to the Company.	https://www.wockhardt.com/wp-content/ uploads/2023/04/stakeholders-relationship- policy.pdf
Acceptable usage Policy for IT System	The Policy outlines the acceptable use of computing equipment and information security awareness.	https://www.wockhardt.com/wp-content/ uploads/2023/07/acceptable-usage-policy- for-it-systems.pdf
Business and Responsibility Sustainability Policy	The Policy outlines the Company´s view on and overall ambitions in the sustainability segment, which serves as a board framework for the wholegrowth.	https://www.wockhardt.com/wp-content/ uploads/2024/09/wockhardt-business- responsibility-and-sustainability-policy.pdf
Environment, Health, Safety and Sustainability Policy	The Policy aims at ensuring a safe and healthy work environment, taking active steps to ensure goal of zero accidents and Environmental incidences through continual improvement of the applicable systems.	https://www.wockhardt.com/wp-content/ uploads/2023/04/environment-health-safety- sustainability-policy.pdf
Anti – Trust and Fair Competition Policy	The Policy provides for Wockhardt’s commitment to Antitrust and Competition Laws to conduct business in a Fair, Ethical and Transparent manner demonstrating zero tolerance towards “Unfair Methods of Competition” and “Unfair or Deceptive acts or Practices”.	https://www.wockhardt.com/wp-content/ uploads/2024/09/anti-trust-and-fair- competition-policy.pdf
Diversity Inclusion and Equal Opportunity Policy	The Policy sets out the principles and requirements by which your Company will enhance the diversity, equity and inclusion throughout the organization.	https://www.wockhardt.com/wp-content/ uploads/2023/04/diversity-inclusion-and- equal-opportunity-policy.pdf
Communication Policy	The Policy outlines prompt communication of any information to the public, including those that could have a signifcant efect on the price of its securities, such as shares, debentures and bonds, if any.	https://www.wockhardt.com/wp-content/ uploads/2023/04/communications-policy.pdf
Familiarisation Program for Independent Directors	The Policy ensures that the Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Companyetc. through variousprograms.	https://www.wockhardt.com/wp-content/ uploads/2023/04/familiarisation-programme. pdf
Terms of appointment of Independent Directors	The terms comprises of Role, Duties and Responsibilities, accompanying liabilities, etc. for the Independent Directors (“ID”).	https://www.wockhardt.com/wp- content/uploads/2020/05/draft-letter-of- appointment-of-independent-diector- including-terms-of-reference.pdf
Cyber Security Policy	This Policy outlines implementation of robust security measures and establishes guidelines for the responsible use andprotection of digital assets	https://www.wockhardt.com/wp-content/ uploads/2023/07/wockhardt-cybersecurity- policy.pdf

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Name of the Policy/ Code	Brief Description	Web Link
Code of Business Conduct and Ethics	This Code is intended to focus the Board, each director and each of the Senior Management on areas of ethical risk, provide guidance to help them recognise and deal with ethical issues, provide mechanism to report unethical conduct, and help foster a culture of honesty and accountability.	https://www.wockhardt.com/wp-content/ uploads/2023/07/code-of-business-conduct- and-ethics.pdf
Board Diversity Policy	This Policy is intended to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of various Members.	https://www.wockhardt.com/wp-content/ uploads/2025/02/board-diversity-policy.pdf

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE ACT

The particulars of loans, investments and guarantees covered under the provisions of Section 186 of the Act are provided under Note no. 6 in the Notes to Financial Statements forming part this Annual Report.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2024-25, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approvals were obtained from the Audit Committee for related party transactions that were repetitive in nature, entered in the ordinary course of business and on an arm’s length basis. The disclosure related to Material Related Party Transactions during the year pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided in Annexure V .

VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report. During the year under review, the Company did not receive any complaint under Vigil Mechanism.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Report as Annexure VI .

In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms a part of this Annual Report. Pursuant to the provisions of Section 136(1) of the Act the Board’s Report is being sent to the Members of the Company excluding the said statement. Any Member interested in inspection or obtaining a copy of the statement may write to the Company Secretary and the same will be furnished on request.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VII to this Report.

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SUBSIDIARI ~~E~~ S, JOINT VENTURES AND ASSOCIATE COMPANY

As on March 31, 2025 the Company had 27 Subsidiaries. The Company does not have Associates or Joint Venture companies within the meaning of Section 2(6) of the Act.

During the year under review, Wockhardt France (Holdings) S.A.S was wound up and ceased to be the Subsidiary of the Company. After completion of Financial Year 2024-25, Wockhardt Antibiotics (Ireland) Limited was incorporated as a wholly owned subsidiary of Wockhardt Bio AG, a subsidiary of the Company.

In accordance with Section 129(3) of the Act a statement containing salient features of financial statements of the Subsidiaries of the Company is provided in Form AOC-1 annexed as Annexure VIII to this Report.

DEPOSITS

During the year under review, your Company has not accepted any Deposits under Chapter V of the Act and as such, no amount on account of principal or interest on Deposits from the Public was outstanding as on March 31, 2025.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company strongly believes in providing a safe and harassment-free workplace for every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its associates that is free from sexual harassment. Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has constituted Internal Committees across all the locations which are responsible for redressal of complaints related to sexual harassment at respective locations. The Company arranged various interactive awareness workshops in this regard for the associates at all the manufacturing sites & Corporate Office during the year under review.

During the Financial Year 2024-25, the Company did not receive any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE END OF THE FINANCIAL YEAR

There are no material changes and commitments between the end of the Financial Year of the Company and as on the date of this Report which can affect the financial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (‘MDA’) for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section which forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (‘BRSR’) of the Company for the Financial Year ended March 31, 2025, is provided in a separate section and forms part of this Annual Report and is also available on the website of the Company at https://www.wockhardt.com/investors/financials/annual-report/.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance forms a part of this Annual Report.

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ANNUAL REPORT 2024-2025

STATUTORY INFORMATION AND OTHER DISCLOSURES

• a. There were no deviation or variation in connection with the utilization of issue proceeds from the objects as stated in the Placement Document dated March 26, 2024 & November 11, 2024 for Qualified Institutions Placements.

• b. During the year under review, there was no change in the nature of business of the Company;

• c. There was no revision of Financial Statements and the Board’s Report of the Company during the year under review;

• d. No application has been made under the Insolvency and Bankruptcy Code hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable;

• e. The requirement to disclose the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and acknowledge the dedication & contribution made by the employees of the Company at all levels. Your Directors also wish to place on record their appreciation to all the Stakeholders of the Company viz. Customers, Members of Medical Profession, Investors, Banks, Regulators for their unrelenting support during the year under review.

For and on behalf of the Board of Directors

Dr. Habil Khorakiwala Chairman DIN: 00045608

Place : Mumbai Date : May 29, 2025

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MANAGE ~~M~~ ENT DISCUSSION & ANALYSIS

GLOBAL ECONOMIC OUTLOOK

Global GDP growth is projected to be 3.3% in 2025 and 2026, which is below the long term historical average of 3.7 percent. Among advanced economies, growth forecast revisions go in different directions. In the United States, underlying demand remains robust, reflecting strong wealth effects, a less restrictive monetary policy stance, and Supportive financial conditions. In the euro area, growth is expected to pick up but at a more gradual pace with geopolitical tensions continuing to weigh on sentiment. Weaker-than-expected momentum especially in manufacturing, and heightened political and policy uncertainty will prevail. In other advanced economies, two offsetting forces keep growth forecasts relatively stable. On one hand, recovering real incomes are expected to support the cyclical recovery in consumption. On the other hand, trade headwinds including the sharp uptick in trade policy uncertainty are expected to keep investment subdued. In emerging market and developing economies, growth performance in 2025 and 2026 is expected to broadly match that in 2024.

On the surface, the global economy remains remarkably resilient with growth holding steady as inflation returns to target. An intensification of protectionist policies, for instance, in the form of a new wave of tariffs, could exacerbate trade tensions, lower investment, reduce market efficiency, distort trade flows, and again disrupt supply chains. Unrest within nations like Russia-Ukraine, Middle East, has triggered global energy and food crisis and considerable surge in inflation followed by a globally synchronized monetary policy tightening. Tensions are likely to increase between the superpowers due to alliance security commitments. The conflict will also have broader ramifications for future cooperation on critical issues like arms control; cybersecurity; nuclear non-proliferation; global economic stability; energy security; counterterrorism and destabilize the global energy and resource markets. Growth could suffer in both the near and medium term, but at varying degrees as economies are on the brink of “Perfect storm” of crisis. It has set in motion a three dimensional crisis on Food, Energy and Finance that is producing alarming cascading effects to an ecosystem which is already battered by Inflation & Shortages, Energy and commodity price increase, Debt distress, Blackouts and Climate change.

As countries are battered with grave challenges, on the other hand they have become self-reliant and explored new avenues and opportunities in various areas to sustain the growth. Climate change awareness gained traction globally with key powers injecting fresh urgency on need to undertake positive initiatives. Renewables energy had significant flow of investments which marked the commitment of nations to shift to a more sustainable model for the long run.

LINGERING CONCERNS

The overall risks around the outlook are becoming better balanced, but substantial uncertainty remains. High geopolitical tensions remain a significant near-term adverse risk, particularly if the evolving conflicts across countries were to intensify and disrupt energy and financial markets, pushing up inflation and reducing growth. Further reductions in inflation may also be slower than expected if cost pressures and margins remain elevated, particularly in services. This could result in slowerthan-expected reductions in policy interest rates, exposing financial vulnerabilities and potentially generating a sharper slowdown in labor markets. Another key downside risk is that the future impact of higher real interest rates proves stronger than anticipated. Debt-service burdens are already high and could rise further as low-yielding debt is rolled over, or as fixedterm borrowing rates are renegotiated. Some sectors, particularly commercial real estate, remain hard pressed, and corporate bankruptcies and defaults are now above pre-pandemic levels in several countries, posing risks to financial stability.

GLOBAL USE OF MEDICINES AND PROJECTED TRENDS

Significant usage shifts and spending growth acceleration across geographies became apparent in 2024 and have contributed to an increase in the outlook for medicine spending through 2028 of two percentage points to 5-8% CAGR, bringing global spending on medicines at list prices to $2.4Tn.

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Source: IQVIA Market Prognosis, May 2025; IQVIA Institute, May 2025.

Global spending and growth, const $USBn, 2019-2029, excluding COVID-19 vaccines and therapeutics

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Source: IQVIA Market Prognosis, May 2025; IQVIA Institute, May 2025.

Global medicine spending is expected to slow to 5–8% through 2029, reaching $2.4Tn excluding COVID-19 vaccines and therapeutics. The ongoing impacts of the pandemic continued to effect medicine spending and usage patterns through 2023 and are expected to return to pre-pandemic trends over the next five years. North America medicine spending is expected to grow at an elevated rate of 6–9% through 2029, driven by continued growth of new brands and older brands and offset by losses of exclusivity. Western Europe has had four straight years of 8% spending growth through 2024 and is expected to slow to 4.5–7.5% through 2029 as a combination of expiry events and payer pressure partly offset by the wider use of novel medicines. Eastern Europe has the highest growth outlook with a range from 7 to 10%, although slowing through the forecast period. Latin America spending growth was especially high in the first two years of the pandemic, including patients’ use of established and generic medicines as symptom management for COVID-19. Growth will average 6–9% through 2029 led by Brazil, Mexico, Argentina, and Colombia. Japan’s spending growth is expected to average -0.5 to 2.5% with relatively flat trends despite strong uptake of branded medicines resulting from a shift to annual price cuts in place of the historic biennial price cut policy. China’s spending swung wildly during the pandemic partly influenced by zero tolerance pandemic policies. Medicine spending in China has risen from $103Bn in 2015 to $166Bn in 2024, but is expected to return to more moderate 1–4% growth through 2029.

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Medicine us ~~e~~ for specific therapy areas has been growing since 2018, with notably high growth in immunology, endocrinology, ~~and oncology. These areas~~ of rising usage have been driven more by wider adoption of older therapies compared to newer medicines. Immunology treatments have seen a steady 12% rise in utilization but the rates of per capita usage have varied considerably even within wealthier developed countries. Overall, nearly half of immunology biologic volume is facing biosimilar competition in developed markets, which has led to an incremental 5% in usage as more patients use treatments as costs decline. GLP-1 agonist medicines have been approved for both diabetes and obesity indications and have seen rapid uptake since 2021, coinciding with U.S. obesity approvals. Another area of notable medicine use shifts has been the use of antibacterials, which was significantly disrupted by the COVID-19 pandemic but returned to historic levels in 2022 and 2023.

SPENDING AND GROWTH BY REGIONS AND KEY COUNTRIES

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Spending in USD Bn
2024 2020-2024 2029 2025-2029
Regions CAGR CAGR
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	Spending in USD Bn	Spending in USD Bn	Spending in USD Bn	Spending in USD Bn
Regions	2024	2020-2024 CAGR	2029	2025-2029 CAGR
Global	1750	7.7%	2355-2385	5-8%
Developed	1422	8.2%	1945-1975	5.5-8.5%
10 Developed	1195	8.2%	1635-1665	5-8%
Other Developed	227	7.8%	295-325	5.5-8.5%
Pharmerging	312	6.0%	375-405	3.5-6.5%
Lower Income Countries	16	1.0%	18-22	2-5%

The global medicine market using list price levels is expected to grow at 5-8% CAGR through 2029, reaching about $2.4Tn in total market size.

Spending and volume growth following diverging trends by region with larger established markets growing more rapidly, driven by new and existing branded products, while Pharmerging markets will grow more slowly and be driven more by volume than the mix of more expensive therapies.

The U.S. market, on a net price basis, is forecast to grow 3-6% CAGR over the next five years, down from 6.8% CAGR for the past five years.

Spending in Europe is expected to increase by $85Bn through 2029, driven by new brands and offset by generics and biosimilars.

Japan medicine spending growth is projected at -0.5 to 2.5% through 2029 as robust brand growth is offset by a shift annual price cuts and ongoing shifts to generics.

Spending growth in China is expected to slow, with positives driven by greater uptake and use of new original medicines and offset by pressures on off-patent and generic pricing.

KEY THERAPY AREAS – BASEBUILDING FOR FUTURE GROWTH

The key growth area for medicines in the next five years is biotech, which will represent 34% of global spending and will include many of the areas of greatest activity for novel medicines. Global biotech spending is set to exceed $820Bn by 2029, with growth slowing to 7–10% due to the impact of biosimilars.

Specialty medicines will represent 46% of global spending in 2029 and 54% of total spending in leading developed markets, continuing the shift from more traditional medicines underway for over a decade.

The top three leading global therapy areas — oncology, Diabetes and immunology — are forecast to grow 11–14%, 6-9% and 4–7% CAGR, respectively, through 2029, reflecting diverging trends with one still driven by novel medicines and the other facing biosimilar competition.

Oncology is projected to contribute to an increase in spending by USD 189bn to a total of more than $440Bn in 2029. Immunology therapy is forecast to reach $234 Bn globally by 2029, driven by steadily increasing numbers of treated patients and new products. Diabetes spending is expected to reach $259 Bn globally. It is notable that in 2023 and 2024, diabetes invoice and net spending has increased, largely driven by adoption of novel GIP/GLP-1 medicines with both diabetes and obesity approved uses. New therapies contribute to growth of neurology markets, including greater use of novel migraine therapies, potential treatments for rare diseases, and the potential for therapies for Alzheimer’s and Parkinson’s. The outlook for next generation biotherapeutics includes significantly uncertain clinical and commercial prospects for cell, gene, and RNA therapies.

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ANNUAL REPORT 2024-2025

COMPANY PERFORMANCE

With the tightening of monetary condition across the globe, soaring inflation, Geo-political tensions, tariff Wars across economies, managing liquidity and smooth business operations has been the key priority during the year and your company has effectively managed its liquidity position and continued with its sustainable business model without compromising on the overall long term vision of the organization.

Your Company started the year with focus on aligning operations with the long term goals and its vision statement. Primary objectives were to drive robust revenue growth, cost containment, de-leveraging the balance sheet to achieve operational efficiency, ensuring reasonable flow of working capital into the Business, gradually shifting to higher chronic presence in overall portfolio mix, concluding global trials of NCE ZAYNICH (WCK 5222) and obtaining regulatory approvals to launch MIQNAF (WCK 4873) in India. During the year your company was focused on deployment of funds and setting its investments priorities to ensure maximum return. Significant efforts to identify new revenue streams and enhance profitability and cash flow also translated into new partnerships into international geographies. Amidst turbulent time your company stood steady and delivered its key priorities thus paving the way for long term sustainability. The below image represents the business ecosystem in which your company operates which can also be interpreted as the near to long term growth drivers for the company.

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Key developments that took place in your company during the year have been summarized below:

• 1) Globally renowned US body Clinical and Laboratory Standards Institute (CLSI) awards high susceptibility breakpoints to Zaynich (Zidebactam/Cefepime- WCK 5222) : In the June 24, 2024 plenary session of Clinical and Laboratory Standards Institute (CLSI), Zaynich (Zidebactam/Cefepime- WCK 5222) has been granted a susceptibility breakpoint of 64 mg/L for around 10 Gram negative pathogens showing high resistance rates. Susceptibility breakpoints guides the doctors about selection of most efficacious antibiotic for treating various infections caused by different pathogens. A high breakpoint of 64 mg/L suggests Zaynich’s (Zidebactam/Cefepime- WCK 5222) strong potential to cover all the clinically important, extreme drug resistant Gram negative pathogens in seriously ill patients.

• 2) Wockhardt’s Investigational Drug, Zaynich™ (Zidebactam/Cefepime) cured complex case of meningitis caused by pandrug resistant super-bug under compassionate use.

• 3) Zaynich® (Zidebactam/Cefepime, WCK 5222) achieved over 97% Efficacy in Clinical Study for serious infections caused by Meropenem-Resistant Gram-Negative Pathogens. The study design was unique as it encompassed a range of severe infections, including hospital-acquired bacterial pneumonia (HABP), ventilator-associated bacterial pneumonia (VABP), bloodstream infections (BSI), complicated intra-abdominal infections (cIAI), and complicated urinary tract infections (cUTI).

• 4) Zaynich® (Zidebactam/Cefepime, WCK 5222) achieved highest-ever efficacy meeting superiority in a global, pivotal, registration enabling Phase III study in complicated urinary tract infection (cUTI) achieving 96.8% clinical cure rate.

• 5) Zaynich (Zidebactam/Cefepime (WCK 5222) was used successfully to treat a Cancer Patient in US with Chronic Bilateral Thigh Infection Caused by an Extreme-Drug Resistant Pseudomonas.

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• 6) Novel ~~a~~ ntibiotic Miqnaf[TM] (Nafithromycin) received favourable recommendation from Subject Expert Committee ~~of Central Drugs St~~ andard Control Organization (CDSCO) for the Treatment for Community-Acquired Bacterial Pneumonia (CABP)

• 7) Your company was awarded the prestigious Innovator Award from Government of India. Biotechnology Industry Research Assistance Council (BIRAC), a Government of India enterprise, conferred the “BIRAC Innovator Award 2024” to Wockhardt’s Chairman, Dr. Habil Khorakiwala. The award is in recognition of the highest level of innovation and research that led to successful development of Nafithromycin (Miqnaf[TM] ), which is the first ever multi-drug resistant pathogen active respiratory antibiotic for the treatment of Community-Acquired Bacterial Pneumonia.

• 8) Indian Drug Regulator Approved Wockhardt’s New Generation Oral Antibiotic Miqnaf® (Nafithromycin) for the Treatment of Community Acquired Bacterial Pneumonia (CABP)

• 9) Your company announced the filing of its fast-acting insulin analog, Aspart injection (ASPARAPIDTM), with the Drugs Controller General of India (DCGI). Wockhardt’s Aspart insulin injection (ASPARAPIDTM) is an indigenously developed product, underscoring the company’s end-to-end capabilities in research & development, clinical studies, scale up and manufacturing of biosimilars products. By leveraging integrated infrastructure and expertise, Wockhardt has completed all stages of ASPARAPIDTM development - from research to production through in-house development. Wockhardt is also developing additional insulin analogs and GLP-1 agonists as part of its comprehensive strategy to provide advanced diabetes care solutions. The introduction of these products will further strengthen Wockhardt’s diabetes portfolio.

• 10) WCK 6777 with unique out-patient treatment advantage was granted Fast Track designation by US FDA and successfully completes Phase I study conducted by National Institutes of Health, US.

• 11) Dr. Habil Khorakiwala was bestowed Lifetime Achievement Award by Integrated Health and Wellbeing Council in Dubai.

• 12) During the year your organization successfully completed fund raising by QIP route an amount of INR 1000 crores. The funds raised will be utilized largely to meet its Capex plans and R&D program, infuse growth capital within the operations, deleveraging the balance sheet.

BUSINESS PERFORMANCE

The Domestic Business contributed 22% of revenue from operations during the year and grew at 11%. ROW business recorded healthy 12% growth as your company commits itself to new geographic expansion and strengthening of existing portfolio which is in line with near to long term vision of the organization. UK operations reflected healthy 12% growth mainly on account of robust volumes across its Business channels. EU operations remained stagnant and contributed to 12% of revenue from operations.

During the year, the Company’s research & development expenses continued to grow keeping in view its strategic focus in Pharma, Biotechnology & NCE segment and was approx. 11.2% of consolidated total revenue.

Total Revenue

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EBITDA
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3,050
3,000
2,950
2,900 3,033
2,850 2,879
2,800
FY 24 FY 25
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500
400
300
200 418
251
100
-
FY 24 FY 25
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ANNUAL REPORT 2024-2025

REVENUES

Revenue from Operations during the year was 3,012 crore compared to 2,798 crore in the previous year with a annual growth of 8%.

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The revenue split of European Union Business contributed 12% (compared to 13% in FY 2024). UK operations contributed 39% (compared to 37% in FY 2024). India and Rest of the world contributed 46% (vs 44% in FY 2024).

PROFITABILITY

On Y-o-Y basis EBITDA has been significantly higher vs previous year quarters due to robust growth in operations and improved business hygiene, thanks to the cost containment measures, rightful allocation of resources. Improved business mix accompanied with portfolio swings in favour of high margin segment continues to be of key focus for your organisation.

The Company’s strategic focus on R&D initiatives that are futuristic in nature, continue to impact the EBITDA as they are expensed.

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----- Start of picture text -----

160 Quarterly EBITDA
139
140
120
100 100
100
81 79
80 67 70
60
40 32
20
-
Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25
.rc.s
R
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Particulars FY 24 FY 25 Change %
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Particulars	FY 24	FY 25	Change %
Material Consumption	40.4%	37.3%	3.1%
Personnel Cost	20.4%	20.3%	0.0%
R&D	4.6%	3.9%	0.7%
Other Expenditure	25.9%	24.7%	1.2%
Interest	10.6%	8.4%	2.2%
Depreciation	7.7%	7.2%	0.6%
Impairment/Loss on Asset	4.6%	0.0%	4.6%
Exchange loss/(Gain)	-0.1%	0.1%	-0.2%
Other Income	0.0%	-1.4%	1.4%
Exceptional Item Proft/(Loss)	-0.5%	0.0%	-0.5%
Tax	1.8%	1.4%	0.5%
Profts(Before NCI)	-16.4%	-1.9%	14.5%
NCI	-0.3%	-0.3%	0.0%
Profts(After NCI)	-16.1%	-1.5%	14.5%

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Material con ~~s~~ umption for FY 2025 stood at ~ 37% vs 40% for PY.

~~The company’s emphasis o~~ n R&D continued during the year while adopting selective strategy for rationalizing R&D spends which is reflected in spends for FY 2025 at ~ 11.2% including Capital and Revenue expenditure vs 9.8% in PY.

Personnel costs in absolute terms was higher by 5%.

Other expenses for FY 2025 was lower than the previous year at ~25%. Interest cost as % to sales was lower by 2.2% compared to previous year.

Profit for the year showed remarkable improvement from ~ -16% to ~-1.5%

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EBITDA
418
251
13.8%
143
8.7%
5.3%
FY 23 FY 24 FY 25
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The EBITDA and corresponding margins improved significantly. Outcome of cost rationalisation initiatives and revenue growth from high margin segments enabled to strike the appropriate balance while countering the market challenges in revenue growth.

Expanding market and therapeutic presence, Realignment of portfolio mix to high margin segment, exploring new revenue generation streams and cost rationalisation measures remains the key focus in the near to mid-term.

DEBT AND LEVERAGE

The Net Debt to Equity ratio stood at 0.27 as on 31[st] March, 2025.

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1.50
0.96
0.54
0.50 0.35 0.48 0.43
0.27
FY 20 FY 21 FY 22 FY 23 FY 24 FY 25
-0.50
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DEBT POSITION

INR in Crores

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FY 24 FY 25 Change % Change
Secured 981 678 (303.2) (31%)
Unsecured 1,001 979 (21.8) (2%)
Total 1,982 1,657 (325) (16%)
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• Excludes accrued interest

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ANNUAL REPORT 2024-2025

RESEARCH & DEVELOPMENT & NEW LAUNCHES: COMPANY’S STRATEGIC CORE

The research and development pipeline remained robust in 2024. Total R&D expenditure of large pharmaceutical companies continued to increase in 2024, both in absolute terms (reaching $190Bn, up from $163Bn in 2023) and as a percentage of sales, exceeding 25% for the first time. Oncology, immunology, metabolic/endocrinology, obesity and neurology remained the areas of core R&D focus which declined less as compared to other therapeutic class.

Rare disease focus continues with more than 1,800 molecules targeting one of the growing number of rare disorders for which there are often no or very limited therapeutics available. Half of these focus on oncology, and next-generation biotherapeutics account for at least a quarter of the rare-oncology products, with increased activity in CAR T and NK cell therapies, as well as gene editing and nucleic acid vaccines.

A total of 65 novel active substances (NAS) was launched globally in 2024, a decline from 2023 but still higher than pre-pandemic levels. Declines were driven by fewer COVID-19 vaccines and therapeutics, fewer U.S. accelerated approvals, and fewer NAS launched only in China.

A growing share of new launches in 2024 were first-in class, reflecting the increasing availability of novel science for patients. 2024 also saw continued growth in number of specialty medicine launches.

A total of 65 novel active substances have launched globally in 2024, bringing the five-year total to 381, or 358 excluding COVID-19. Based on molecules in the late-stage pipeline and historic success rates, over the next five years an average of 65–75 NAS are expected to launch annually, expanding the number of NAS launched globally by 325–375.

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Source: Company financial statements Feb. 2025; IQVIA Institute, Feb 2025

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Source: IQVIA Institute, Jan 2025.

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Global bio ~~t~~ ech spending to exceed $820Bn by 2029, with growth slowing to 7-10% from biosimilar savings

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Source: IQVIA Institute, May 2025.

Global spending on biotech drugs — those created through recombinant DNA technology — are expected to reach $820 Bn by 2029, about 34% of global medicine spending. Biotech covers a range of therapies, including traditional therapies such as insulin analogues and more complex specialty medicines and cell and gene therapies.

Your company also believes that robust R&D spend is a key strategy to sustain in the long run and its continuous focus in complex research in Pharma, Biosimilars & NCEs for past couple of years have shown encouraging results particularly in the field of Break through Anti-infective space and Biotechnology.

GLOBAL ANTIBIOTIC MARKETS & ANTIMICROBIAL RESISTANCE LEVEL CRISIS

Antimicrobial resistant (AMR) or the ability of infections to resist antibiotics to work against it could negate many of the medical breakthroughs of the last century. Previously curable infectious diseases may become untreatable and spread throughout the world. The report “Antimicrobial resistance: Global report on surveillance” showed that antimicrobial resistance is prevalent everywhere and has the potential to affect anyone, of any age, in any country. Recent global burden estimates indicate that AMR was directly responsible for 1.27 million deaths and associated with 4.95 million deaths globally in 2019 alone[20] . Antimicrobial resistance is putting at risk the ability to treat even common infections both in the community and hospitals and without an urgent and coordinated action the world is heading towards a post-antibiotic era.

Antimicrobial resistance (AMR) is a major threat to human development as it affects our ability to treat a range of infections caused by bacteria, parasites, viruses and fungi. Treatments for a growing list of infections, including urinary tract infections, tuberculosis (TB), sepsis, gonorrhoea and food borne diseases, have become less effective in many parts of the world because of resistance. In the absence of an effective antibiotics modern medical procedures, such as major surgery, organ transplantation, diabetes management and cancer chemotherapy will become a very high risk[1, 2] .

Most AMR deaths were linked to lower respiratory infections, Bloodstream infections and Intra-abdominal infections. These 3 accounted for ~79% of all AMR-attributable deaths[20] .

Drug-resistant diseases already cause at least 700,000 deaths globally a year, including 230,000 deaths from multidrug-resistant tuberculosis, a figure that could increase to 10 million deaths globally per year by 2050 under the most alarming scenario if no action is taken. Around 2.4 million people could die in highincome countries between 2015 and 2050 without a sustained effort to contain antimicrobial resistance[21] .

Antimicrobial resistance (AMR) and COVID-19 are the two pandemics the world is currently challenged with and that pose a significant threat to public health in a global scale. Infections resulting from antimicrobial resistant bacteria are expected to claim 10 million lives globally, per year by 2050 significantly higher than Cancer (8.2 million), Diabetes (1.5 million) (O’Neill, 2014)[14] . COVID-19 and AMR are interacting health emergencies which can have mutual impact due to misuse of existing antimicrobials for the treatment of COVID-19 patients since a specific treatment is absent for the disease (Nieuwlaat et al., 2021)[15] . If the current trend of AMR goes unchecked, it would result in the shortage of available therapeutics in future and may even mark an end to the conventional drug discovery pipeline (Kaul et al., 2019)[16] . By the year 2050, infections caused by antimicrobial resistant bacteria are projected to cause 2 million deaths in India.

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ANNUAL REPORT 2024-2025

Burden of resistance to antibacterial drugs

The WHO declared that AMR is one of the top 10 global health threats and, although often more silent than the COVID-19 pandemic, it can have equally devastating consequences.[17]

The overlooked pandemic of antimicrobial resistance: We have seen around 5 million deaths in the last two years owing to Covid-19 pandemic. Over 98% Covid-19 patients were treated with antibiotics. However 50% mortality in Covid-19 cases were linked to bacterial infections. A recent study estimates 4.95 million deaths associated with bacterial AMR globally in 2019 alone[18] . This draws our attention to the often neglected silent pandemic of antimicrobial resistance in terms of unmet needs for novel antibiotics.

The overall health and economic burden resulting from acquired AMR cannot be fully assessed with the presently available data, however some estimates of the economic effects of AMR have been attempted, and The World Bank projects a 3.8% global GDP reduction and up to 28 million people pushed into extreme poverty by 2050 due to unchecked AMR[22] . In a WHO report on Antimicrobial Resistance: Global Report on Surveillance (2014) , the yearly cost to the US health system alone has been estimated at US $21 to $34 billion[3] dollars, accompanied by more than 8 million additional days in hospital[4] Because AMR has effects far beyond the health sector, it was projected, nearly 10 years ago, to cause a fall in real gross domestic product (GDP) of 0.4% to 1.6%, which translates into many billions of today’s dollars globally[3] .

The CDC in its 2019 report on Antibiotic Resistance Threats in the United States estimates that 2.8 million antibiotic-resistant infections occur each year in US alone[4] .

The evidence obtained shows that AMR has a significant adverse impact on clinical outcomes and leads to higher costs due to consumption of health-care resources.

Infections caused by antimicrobial resistant strains of bacteria are unlikely to respond to standard treatments resulting in prolonged illness and a greater risk to health. For example, MRSA (Methicillin-resistant Staphylococcus aureus) is estimated to cause 64% more deaths than infections caused by a non-resistant strain of the bacteria[5] as per a report published in 2015 ( The Antibiotic Resistance Crisis- by C.Lee Ventola ) Antimicrobial resistant strains of bacteria are also more likely to be passed on to other people because those infected are sick for longer. The O’Neill Review ( The Review on Antimicrobial Resistance, December 2014 ) estimated that the global impact of AMR could be 10 million deaths annually by 2050, and cost up to US $100 trillion in cumulative lost economic output[6] . The nature of this global problem emphasises the challenge that the UK faces when tackling AMR in the food supply chain.

The cost of health care for patients with resistant infections is higher than care for patients with non-resistant infections because of longer duration of illness, additional tests and the need for more expensive medicines. WHO estimates the global healthcare burden could reach US$1 trillion annually by 2050[23] . The rise in resistance not only impedes our ability to treat infections, but has broader societal and economic effects, and endangers the achievement of the Sustainable Development Goals[1,7] . The direct and indirect impact of AMR will mostly fall on low and middle-income countries, which often lack the infrastructure, and human and financial resources to adequately counter drug resistance epidemics[7] . The consequences of AMR are aggravated in volatile situations such as civil unrest, violence, famine and natural disasters, as well as in settings with poor health care services or without access to health care[2, 8] .

Antimicrobial resistance (AMR) is a widely recognised and growing global public health problem. Though there are no exact figures that capture the true global burden of AMR, let alone in low- and middle-income countries (LMICs), latest estimates from the Antimicrobial – Resistance – Benchmark 2018 , show that AMR causes over 700,000 deaths annually worldwide[5] . At the same time, millions of people lack access to much needed antimicrobial medicines for curable infections, which is evident by the 445,000 community-acquired pneumonia deaths that occur in children under five[9] . The issue of AMR and lack of access must be addressed in tandem. Steps to increase access must include measures to prevent resistance, and steps to curb resistance must include measures to enable appropriate access. Addressing both requires a coordinated effort from various stakeholders, not least in government, but also across the healthcare and farming industries, and the development and global health communities

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Source: The Review on Antimicrobial Resistance, Jim O’Neill, 2016

The worst-case scenario in the coming would be, world might be left without any potent antimicrobial agent to treat bacterial infections. The global economic burden would be about US $120 trillion (US $3 trillion per annum), which is approximately equal to the total existing annual budget of the US health care. In general, the world population would be hugely affected as of the year 2050, and birth rates would rapidly decline in this scenario[8, 10] . Organization for Economic Cooperation and Development (OECD) anticipates two fold surge in resistance to last resort antibiotics by 2035 as compared to 2005 levels[20]

GROWING DEMAND

The global antibiotic market was valued at USD 41 Bn in 2020 and is projected to reach approximately USD 64 billion by 2028, with a compounded annual growth rate of 4.5% from 2021 to 2028[11] .

This growth is driven by increased infectious disease prevalence, aging populations, healthcare infrastructure expansion in emerging markets, and rising awareness about antimicrobial resistance (AMR). However, the demand surge, especially in BRICS nations, has been paired with inadequate stewardship and unregulated access to antibiotics, further accelerating resistance[24] .

Between 2002 and 2010, global consumption of antibiotics increased by 36%, and three quarters of this increase was accounted for by Brazil, Russia, India, China and South Africa (BRICS)[5] . Growing demand coupled with poor surveillance and stewardship is likely to further drive the emergence of resistant strains, particularly in high-burden areas.

In addition to death and disability, AMR has significant economic costs.

Significant Decline in Antibacterial Drug Approvals[3,12]

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No. of Approvals
11 11 11
9
6
5
4
3
1985-89 1990-94 1995-99 2000-04 2005-09 2010-14 2015-19 2020-25
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ANNUAL REPORT 2024-2025

There has been a steady decline in the number of the new antibacterial drugs approved and the decline in new antimicrobial agents along with the need to manage an increasingly complex health care environment may require even more robust activity and innovative solutions.

According to the WHO’s 2023 report , the current antibacterial pipeline is insufficient to combat priority pathogens particularly Gram-negative bacteria such as Acinetobacter baumannii and Pseudomonas aeruginosa[25] .

In the near future, the next challenge will be to identify newer agents for the treatment of multidrug-resistant Gram-negative pathogens which are emerging at a rapid rate.

It is essential to take appropriate measures to preserve the efficacy of the existing drugs so that common and life-threatening infections can be cured.

Facts about Antibiotic Resistance[13] (Antibiotic Resistance Threats in the United States, 2013- by Centers for Disease Control and Prevention -USA)

• Antibiotic resistance is one of the most urgent threats to the public’s health.

• Every time a person takes antibiotics, sensitive bacteria are killed, but resistant ones may be left to grow and multiply.

• Overuse of antibiotics is a major cause of increases in drug-resistant bacteria.

• Overuse and misuse of antibiotics threatens the usefulness of these important drugs. Decreasing inappropriate antibiotic use is a key strategy to control antibiotic resistance.

• Antibiotic resistance in children and older adults is of particular concern because these age groups have the highest rates of antibiotic use.

• Antibiotic resistance can cause significant suffering for people who have common infections that once were easily treatable with antibiotics.

• When antibiotics do not work, infections often last longer, cause more severe illness, require more doctor visits or longer hospital stays, and involve more expensive and toxic medications. Some resistant infections can even cause death.

AMR is a global health security threat that requires concerted cross-sectional action by governments and society as a whole.

The overuse of antibiotics clearly drives the evolution of resistance. Epidemiological studies have demonstrated a direct relationship between antibiotic consumption and the emergence and dissemination of resistant bacteria strains. In emerging economies like Middle East, Latin America, Asia – Pacific are important for the future growth drivers and one can expect the rising trend to continue for the next decade amidst unanimous shift in focus to put issues pertaining to AMR and Antibiotic access on the world priority list.

Reference:

1. WHO Antimicrobial resistance (WHO Fact sheet). Geneva: World Health Organization; February 2018 (http://www.who.int/ en/news-room/fact-sheets/detail/antimicrobial-resistance, accessed 25 September 2018).

2. Laxminarayan R, Duse A, Wattal C, Zaidi AK, Wertheim HF, Sumpradit N, et al. Antibiotic resistance-the need for global solutions. Lancet Infect Dis. 2013;13:1057– 98. doi:10.1016/S1473-3099(13)70318-9

3. Antimicrobial resistance: global report on surveillance.2014

4. CDC report “ANTIBIOTIC RESISTANCE THREATS IN THE UNITED STATES 2019” on https://www.cdc.gov/drugresistance/pdf/ threats-report/2019-ar-threats-report-508.pdf

5. The Antibiotic Resistance Crisis PMCID: PMC4378521; PMID: 25859123--

6. The Review on Antimicrobial Resistance, Chaired by Jim O’Neill--

7. Ayukekbong JA, Ntemgwa M, Atabe AN. The threat of antimicrobial resistance in developing countries: causes and control strategies. Antimicrob Resist Infect Control. 2017;6:47. doi:10.1186/ s13756-017-0208-x

8. Gould IM, Bal AM. New antibiotic agents in the pipeline and how they can help overcome microbial resistance. Virulence. 2013;4(2):185–191. [PMC free article] [PubMed] [Google Scholar]

9. Anti-microbial – Resistance – Benchmark 2018—

10. Bartlett JG, Gilbert DN, Spellberg B. Seven ways to preserve the miracle of antibiotics. Clin Infect Dis. 2013;56(10):1445–1450. [PubMed] [Google Scholar]–

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1. Overvie ~~w~~ on Antibiotics market on https://www.grandviewresearch.com/industry-analysis/antibiotic-market

~~13. https://www.ncbi.nlm~~ .nih.gov/pmc/articles/PMC7086080/

1. Antibiotic Resistance Threats in the United States, 2013- by Centers for Disease Control and Prevention (USA)

2. Antimicrobial resistance. Tackling a crisis for the health and wealth of nations- https://www.who.int/antimicrobialresistance/news/amr-newsletter-no13-july2016.pdf (2014)

3. R. Nieuwlaat, L. Mbuagbaw, D. Mertz, L.L. Burrows, D.M. Bowdish, L. Moja, H.J. Schünemann Coronavirus Disease 2019 and antimicrobial resistance: parallel and interacting health emergencies- Clin. Infect. Dis., 72 (9) (2021), pp. 1657-1659

4. G. Kaul, M. Shukla, A. Dasgupta, S. Chopra Update on Drug-repurposing: Is it Useful for Tackling Antimicrobial Resistance? (2019), 10.2217/fmb-2019-0122

5. 18 WHO. Global Action Plan on Antimicrobial Resistance. https://www.who.int/publications/i/item/9789241509763. 19. https://www.thelancet.com/journals/lancet/article/PIIS0140-6736(22)00087-3/fulltext

6. https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance#:~:text=It%20is%20estimated%20that%20 bacterial%2cdevelopment%20of%20drug-resistant%20pathogens

7. The Lancet. Global burden of bacterial antimicrobial resistance in 2019: a systematic analysis. https://www.thelancet.com/ journals/lancet/article/PIIS0140-6736(22)00087-3/fulltext

8. Interagency coordination group on Antimicrobial Resistance: No time to wait: securing the future from Drug-Resistant Infection 2019

9. World Bank. Drug-Resistant Infections: A Threat to Our Economic Future, 2017

10. WHO. Fact sheet on Antimicrobial Resistance. https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance

11. WHO. Global Action Plan on Antimicrobial Resistance. https://www.who.int/publications/i/item/9789241509763

12. WHO. 2023 antibacterial agents in clinical and preclinical development: An overview and analysis. https://www.who.int/ publications/i/item/9789240072480

OPPORTUNITIES

Global markets continue to offer opportunities because of transition in the form of lifestyle shift & related diseases in these countries. Because of the existing presence of operations in these economies your Company is well poised to capitalise and tap these growth opportunities. Your company is striving in all aspects to establish its brand and ramp up its presence and operations in larger GCC countries, Latam Countries and Asia. Today, your company has its products marketed in ~ 40+ countries globally. Two utmost priority areas which has the bulk of focus in terms of resources, efforts and time are the Biosimilar Insulin and Insulin Analog segment and then the Anti-Infective NCE segment. The reason for this is the enormous and unlimited revenue growth opportunity which would propel your company to scale new limits and place it in league of competing with larger global players.

1) BIOLOGIC INSULIN AS GROWTH DRIVER

The global insulin market size was valued at USD 29.4 billion in 2024. The market size is estimated to grow from USD 31 billion in 2025 to USD 43 billion in 2034 growing at a CAGR of 3.7% from 2025 to 2034. The increasing prevalence of diabetes, particularly type 2 diabetes globally due to lack of physical activity, increased obesity, and aging population is a major growth factor for the market. Few other factors such as unhealthy lifestyle, increased calories and glycemic load, genetic predisposition, and stress also play a critical role in diabetes.

The International Diabetes Federation (IDF) identifies diabetes as one of the rapidly growing non-communicable chronic diseases of the 21[st] century. In 2021, it is estimated that 537 million people had diabetes, and this number is projected to reach 643 million by 2030, and 783 million by 2045. Such high prevalence of diabetes cases increases the demand for effective therapeutics, thereby driving market growth. The introduction of ultra-rapid-acting, long-acting, and biosimilar insulins has been made possible with the advancements in R&D which has improved treatment options for patients. These advancements in formulations enhance treatment options and patient adherence to treatment. There is also an increase in government and NGO spending in lower and mid-level economies, which boosts the purchase of insulin, which in turn expands the market further. Also, favorable reimbursement policies in developed countries are estimated to boost the overall market.

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The escalation of cases suffering from diabetes has increased the need for insulin as a critical treatment plan to manage blood sugar levels, especially for patients with diabetes type 1 and advanced stage type 2 diabetes. Obesity significantly increases the risk of diabetes. In 2024, the NCD Risk Factor Collaboration (NCD-RisC) published findings that estimate that more than one billion people in the world are now living with obesity, nearly 880 million adults and 159 million children and adolescents aged 5-19 years.

Novel systems for the delivery of drugs such as insulin pumps, smart pens, and continuous glucose monitoring systems have made diabetes management simpler for patients.

Based on type, the global market is segmented into human insulin and insulin analog. The insulin analog segment accounted for the highest market share and was valued at USD 22.3 billion in 2024. The market size of insulin analog segment was USD 18.3 billion in 2021, and USD 19.7 billion and USD 21 billion in 2022 and 2023, respectively. Based on product, the global insulin market is categorized into long-acting insulin, rapid-acting insulin, combination insulin, biosimilar, and other products. The long-acting insulin segment dominated the market with 45.4% market share in 2024.

The Asia Pacific region demonstrates significant growth potential in the global insulin market. The market is poised for high growth owing to the rapid proliferation of diabetes, growing health expenditures, and enhanced scope of healthcare. Latam markets is experiencing robust growth with significant focus on Brazil, Mexico. This growth will be propelled by the economic strength and the government’s focus on improving diabetes treatment which includes subsidized insulin programs through the Unified Health System (SUS). Saudi Arabia insulin market is poised to witness rapid growth in the Middle East and Africa market due to increasing diabetes population which is projected to increase to 24.3% by 2026. The North America insulin market dominated the global market with market share of 40.3% in 2023. The U.S. market was valued at USD 9.1 billion in 2021. In 2023, the U.S. dominated the North America market with a revenue of USD 10.2 billion growing from USD 9.6 billion in 2022. Europe insulin market is anticipated to witness significant growth at a CAGR of 4% over the forecast years. High regional market growth is owing to its well-developed healthcare framework alongside strong governmental diabetes support and a high diabetes population.

Source: Insulin Market – By Type, By Product, By Application, By Distribution Channel - Global Forecast, 2025 – 2034, Report ID: GMI13194 Published Date: Feb 2025.

2) ANTI-INFECTIVE NCE AS GROWTH DRIVER

Global crisis of antibiotics availability continues to pose threat and the gap in Anti Infective segment has widened as relatively few drugs have been discovered in the last decade. However your Company’s relentless focus for almost two decades in the Anti-Infective space has started showing recognition with consecutive approvals for QIDP in quick successions as well as approval from US FDA by granting abridged clinical trial for Phase III for its’ Superdrug antibiotic WCK 5222. This was based on the evaluation by US FDA of its preclinical and clinical data of Phase I establishing safety and clinical scope of efficacy for the drug. Notably your company has 6 molecules (NCE) as on date which are at various stages of development including few at advanced stages.

3) OTHER AREAS FOR DEVELOPMENT

Geo-political uncertainty and lack of stability has gone long way to disrupt the global supply chain. As a result of the disruption in supplies, economies have realised the importance of localisation and decentralisation. This has increased considerable opportunities for countries with dominant API manufacturing capabilities as well as robust CMO infrastructure. Importantly such initiatives are being backed by government incentive schemes and investment back up.

The rising costs and regulatory pressure in developed markets are forcing many global pharmaceutical companies to reduce their internal capacities in research and development (R&D), and manufacturing, and turn to contract manufacturing and research services (CRAMS), and outsourcing of research and clinical trials to developing countries. These strategies help multinational companies reduce costs, increase development capacity, and focus on their core profit makings activities, such as drug discoveries and marketing, rather than on manufacturing. India, with a large patient population and genetic pool, is fast emerging as a preferred destination for such multinationals seeking efficiencies of cost and time. The country’s CRAM industry offers a significant cost-quality proposition, with potential savings of about 30-40 percent compared to western markets such as the US and Europe.

Technology trends are driving a shift towards patient-centric healthcare, as evidenced by wearable biometric devices and telemedicine. This trend is resulting in more informed patients who are likely to take a more active role in any treatment plan their doctor may prescribe. Patient-centric care can provide challenges and rewards for the pharmaceutical industry. The rise of consumerism provides an interesting dynamic for competition in this industry. The pharmaceutical industry will be driven

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by three lev ~~e~~ ls of integration: products and services as well as data and technology. These three aspects will have a positive ~~impact on the patients’ exp~~ erience, as they will allow to adapt the medicines and treatments to each patient. This will change the approach to Clinical R&D as it will be based on real time accurate information the result of which would not just be medicine but more than that.

Disruptive technologies and emerging trends such as robotics, artificial intelligence, 3D printing, precision medicine or patient design will impact the manufacturing and distribution of pharmaceuticals. In order to prepare successfully for a better future of healthcare, the pharma industry has to embrace new technologies and focus on digital health.

RISK & CONCERNS – OVERALL CHALLENGES – WAY AHEAD

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Source : World Economic forum - The Global Risks Report 2025

As we enter 2025, the above table summarizes in depth the list of al challenges which revolves around declining optimism, deepening geo-political and geo-economic tensions, growing sense of societal fragmentation, worsening humanitarian crisis, Environmental risks, Technological risk, Biological hazards, trade tariff wars, Supply Chain disruptions, Workforce instability amongst many others.

In the back drop of all the challenges and ongoing issues, there are seven ways in which the business landscape will shift, not only in India, but the world around. Leveraging these will certainly help navigate the economically and socially viable path to the next normal:

• 1) Continuous Innovations and think beyond the unexpected.

• 2) Shift towards localization

• 3) Push of Digital wave

• 4) Cash being new king for Businesses.

• 5) Shift towards variable cost models.

• 6) Supply Chain resilience

• 7) Building agility

Apart from the above, evolving cGMP regulations have become stringent and the industry is striving unanimously to create world class capabilities to adhere to the mandates with significant automation, technology upgrades and rollout of best

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practices at all levels. Your Company is working with best of class consultants. Risk of regulatory quality compliance shall continue to remain critical for your Company in future.

Pricing pressures in India continue to impact several organizations with latest NPPA circulars to include many critical drugs under the scope of price fixation / reduction. This has impacted the earnings of many Indian companies including yours. Amidst such challenges the company has put remediation measures in place while ensuring growth and strengthening of its other business which consists of new product portfolio, new revenue streams and better brand management.

Your company is a global player and is not insulated against such external risks despite wide range of measures being taken. This has also to some extent impacted the earnings w.r.t. to countries where your Company operates in the home currency of these nations or where it is exposed to international transactions. This inherent risk will continue to pose challenges to a Company like yours that has a significant share of revenues from cross border operations.

New Drug Discovery Programme of Wockhardt

During the year, the Company continued to make significant strides in advancing access to innovative antibiotics, both in India and across global markets. Building on the strength of our Discovery Program, we have successfully transitioned multiple novel antibiotics from the laboratory to clinical use, demonstrating our end-to-end capabilities in research, development, and regulatory execution. Since launch, over 100,000 patients have been treated with Emrok and Emrok O, underscoring their growing role in combating serious infections caused by difficult-to-treat Gram positive infections. In a further testament to our innovation-led approach, we received regulatory approval for Miqnaf, another novel antibiotic designed to address critical unmet medical needs in the management of community-acquired bacterial pneumonia (CABP). Our pipeline continues to advance meaningfully. Zaynich recently completed a global Phase 3 clinical trial, while Foviscu has successfully completed its Phase 2 study, progressing to Phase 3 stage. These developments bring two more promising antibiotics closer to patients and represent our commitment to shaping the future of anti-infective therapy. Each candidate in our pipeline is strategically designed to address unmet needs across all four key clinical settings—intensive care units (ICUs), general hospital wards, outpatient parenteral antimicrobial therapy (OPAT), and community infections. Importantly, our compounds are being developed to effectively treat infections caused by multi-drug-resistant (MDR) and extensively drug-resistant (XDR) pathogens.

The differentiation of our antibiotics is rooted in their novel mechanisms of action and their potential to offer meaningful advantages over existing therapies in development globally. These advances position the Company as a key contributor to addressing the growing threat of antimicrobial resistance on a global scale.

Current status of QIDP products: Spurring Clinical development of NCEs in different territories:

WCK 5222 (ZAYNICH): WCK 5222 (Zaynich) has successfully completed a global, pivotal, registration-enabling Phase III study in hospitalized complicated urinary tract infection (cUTI) and demonstrated superiority compared with meropenem. This study will become the basis of filing new drug application globally including in US and EU. This study enrolled 530 cUTI patients from US, Europe, LATAM, China and India spanning across 64 sites. Zaynich® has recently shown >97% clinical efficacy in yet another trial involving patients with confirmed meropenem-resistant infections spanning across hospital-acquired bacterial pneumonia (HABP),ventilator-associated bacterial pneumonia (VABP), bloodstream infections (BSI), complicated intra-abdominal infections (cIAI), and cUTI. During past >2 years, under compassionate use, Zaynich® has been administered to 50 patients from India and US who were battling life-threating infections not responsive to any of the available antibiotics. The new drug application in India has been filed on March 30, 2025. In US, the new drug application is targeted to be filed in Aug/Sep 2025.

WCK 4282: A combined Phase 2/3 clinical trial of WCK 4282 has been initiated, enrolling 324 patients with complicated urinary tract infections (cUTIs). The Phase 2 portion has been successfully completed, with no serious adverse events reported. The study aims to demonstrate efficacy comparable to carbapenems, positioning WCK 4282 as a powerful and innovative alternative to current first-line therapy, piperacillin/tazobactam. Additionally, WCK 4282 holds promise for regulatory filings in both emerging markets and the rest of the world, supporting our mission to broaden access to next-generation, life-saving antibiotics. The new drug application filing is planned in Q4 2025 /Q1 2026.

WCK 4873 (MIQNAF): Miqnaf has successfully gained marketing approval from Central Drugs Standard Control Organization (CDSCO) as a new treatment for the Community-Acquired Bacterial Pneumonia (CABP). Miqnaf® is an ultra-short course, once-a-day, 3-day treatment for CABP including those caused by multi-drug resistant (MDR) pathogens including those resistant to amoxicillin/clavulanate and azithromycin. The product would be commercially available to the patients and the doctors by June 2025.

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WCK 771 & ~~W~~ CK 2349: Since their launch, both Emrok (WCK 771) & Emrok O (WCK 2349) have been gaining wider clinical ~~acceptability by virtue of t~~ heir safety and multi-indication effectiveness with more than 100,000 patients already treated with these novel drugs. To further expand the treatment scope of Emrok & Emrok O, four new clinical studies have been successfully completed in the challenging indications of bloodstream infections, bone and joint infections, community-acquired bacterial pneumonia and infections in immunosuppressed patients.

WCK 6777: The NIH-supported Phase 1 study of WCK 6777 has been successfully completed. With this milestone attained, WCK 6777 could now progress to Phase 2 and Phase 3 studies. Phase 2 study protocol is under finalization. Globally, WCK 6777 is the only novel antibiotic being developed as out-patient parenteral antimicrobial therapy (‘OPAT’) as once-a-day regimen for the treatment of Gram-negative bacterial infections. In recently concluded European conference (‘ECCMID’) held in Vienna, Austria, the key investigators involved in Phase 1 study presented two posters one each on pharmacokinetics and safety which were well-received by the global scientific community.

Your Company has strong focus in developing intellectual property and filed 10 patents during the year under review. During the year 8 patents were granted. As on 31[st] March, 2025, combined pool of Company’s patent has reached 3,273 filings and 848 grants.

Biotechnology Research of the Company

Biotechnology is one of the major focus areas of Wockhardt’s Research. Biotechnology products have been identified, as the future in the treatment of diseases and your company has been an early entrant in this field.

Our highly accomplished multidisciplinary team is capable to develop biological drugs from concept to product to address unmet clinical needs. The team has proven expertise in developing products using yeast, E. coli and mammalian cell culture expression platforms. The efforts of your company in Biotechnology space have been well recognized.

Biotechnology R&D team of the Company has succeeded in developing and commercializing Recombinant Hepatitis-B Vaccine (Biovac-B), Recombinant Human Erythropoietin (Wepox®), Recombinant Human Insulin (Wosulin®), Recombinant Insulin Glargine (Glaritus®), which have all been well received in the market. Out of these, Recombinant Interferon Alfa 2b and PEGylated G-CSF have already been approved for manufacturing and marketing in India in the year 2005 and 2015, respectively.

The company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. The overall focus is on development and commercialization of antidiabetic Biosimilar products, which includes Insulin analogues, GLP-1 agonists and novel combination drug products. Insulin Aspart Regular and Biphasic drug products are in advance stages of development. Insulin Aspart R dossier has already been filed in India for securing marketing authorization.

As a cost saving initiative, the team has also initiated development of recombinant enzymes for captive use in Insulin and Insulin analogues manufacturing process.

Your company has developed drug delivery device for insulin and launched its first generation Disposable Pen (Dispopen) and Reusable Pen (Mypen) in 2010. Subsequently, we launched its second generation Disposable Pen (Dispopen 2) and Reusable Pen (Mypen 2) in the year 2019 and 2023, respectively. The company,s unique drug delivery devices are protected by two patents.

Your company is working on next generation Disposable and Reusable Pens considering latest technology and trends in the market.

Your company has applied for 108 biotech product patents globally and holds 47 patents in biosimilar and bio-better development phase, out of which 23 patents are for the company,s insulin pen globally. In FY24-25, the company has obtained patent in Brazil for its insulin glargine drug product GLARITUS and also obtained Australian patent for its new combination drug product.

Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. The overall focus is development and commercialization of antidiabetic Biosimilar products.

COMPANY OUTLOOK

The Company’s long term outlook continues to be promising given the following:

• a. Overall growth in the global pharmaceutical industry

• b. Continued focus on R&D in regards to its biotechnology and NCE programs.

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• c. Company’s global reach in regulated market and continued efforts to enhance its reach in emerging markets.

• d. Increasing pipeline of niche & complex technology generic products

• e. Expanding Revenue streams by adding New Partnerships and tie-ups to manufacture Vaccines.

SEGMENT-WISE PERFORMANCE

The Company is exclusively into pharmaceutical business segment.

DETAILS OF RATIOS

a)	Interest coverage ratio	:	1.27 to 2.62	- Favorable
b)	Operating proft margin	:	9% to 14%	- Favorable
c)	Netproft margin	:	(16%) to (2%)	- Favorable
d)	Return on Net worth	:	(13%) to (1%)	- Favorable
e)	Debtors turnover ratio	:	3.95 to 4.71	- Favorable
f)	InventoryTurnover ratio	:	1.79 to 1.66	- Adverse
g)	Current Ratio	:	0.78 to 1.26	- Favorable

INTERNAL CONTROL SYSTEMS AND ADEQUACY

Your Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (‘SOPs’), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

Your Company continues with its past practice of a co-sourced model for Internal Audit. The Company’s internal audit team is assisted by M/s. Ernst and Young, who carry out internal audit reviews in accordance with the approved Internal Audit Plan. The Internal Audit team reviews the status of implementation of internal audit recommendations. Summary of critical observations, if any and recommendations under implementation are reported to the Audit Committee.

During the year under review, the Internal Audit team has reviewed the M/s. Ernst and Young’s self-assessment tool on the adequacy of Internal Financial Control (‘IFC’) process of the Company in accordance with the requirement of the Act. There were no material adverse observations noted in this review.

RISK MANAGEMENT FRAMEWORK

The Board had constituted a Risk Management Committee comprising of Dr. Habil Khorakiwala as Chairman, Mr. D.S. Brar, Independent Director and Dr. Murtaza Khorakiwala, Managing Director as its members. The Risk Management Committee was re-constituted effective from April 1, 2024, whereby Mr. Akhilesh Gupta, Independent Director was inducted as member of the Committee as Mr. D. S. Brar, Independent Director completed his tenure as an Independent Director of the Company on March 31, 2024. Further, during the year under review the Committee met twice and the details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Enterprise Risk Management (‘ERM’) framework encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives. Your Company identifies and tries to mitigate risks that matter on an ongoing basis. Risk Management Policy approved by the Board is in place. Risk management is embedded in strategic business decision-making of the Company.

The current key risk relates to regulatory risk on overseas operations and business. This is arising out of periodic regulatory audits at the Company’s manufacturing locations, which are being adequately addressed through strengthening of the current processes and controls by the Company’s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks, which in the opinion of the Board, threaten the existence of your Company. Other details about Risk Management have also been elaborated in the Report on Corporate Governance forming part of this Annual Report.

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HUMAN RE ~~S~~ OURCES

~~Wockhardt,s talent base a~~ cross its locations, as on March 31[st] , 2025 stands at ~ 2900 with significant presence in India, UK, Ireland and other countries.

Wockhardt recognizes that Associates are the most valuable assets and always encourage them to meet business requirements while meeting their career aspirations. The Human Resource division mainly focus on supporting the business in achieving sustainable and responsible growth by building the right competencies and capabilities in the organization. It continues to emphasize on progressive Human Relations policies and building a high-performance ethos with a progressive mind-set where Associates are Empowered, Engaged, Efficient and Productive.

At Wockhardt, ‘Life Wins’ is a simple yet profound theme that defines our efforts, reflects our goals, highlights our aspirations and characterizes our business.

Our ‘One Wockhardt’ motto creates a unique value driven, high performance and business driven work culture. At Wockhardt, HR plays a central role in implementing the organisation’s vision and strategy by aligning HR to the business. Better HR policies provide more innovative and forward looking HR focus and initiatives. Promoting diversity, learning environment and work-life balance establish a credible and integrated employee performance goal setting.

Our leadership values of Ownership, Respect, Trust, Integrity are the fundamental principles on which we have built our business. We truly believe that the progress of our associates and business are interlinked and thus created a work culture that offers a unique combination of our core values and functional proficiency.

At Wockhardt, we believe that associates are the key players in business success and sustainable growth. In order to provide meaningful opportunities to our associates for learning and growth, we have strengthened our internal talent pool by launching various career programs for our field associates, ‘Emerge’, ‘Surge’ and ‘Upsurge’ which provides career visibility to development to our sales force.

Using psychometric tests for senior level and AI based assessment tool for Field Force hiring has helped company to understand candidates, potential strengths and peculiar characteristics.

The company’s “Whistle Blower Policy” encourages the Whistle Blower to report genuine concerns or grievances of illegal, unethical or inappropriate events (behaviour or practices) that affect Company’s interest / image. It also provides adequate safeguard to the Whistle Blower against victimization. The policy is available on the company’s website at www.wockhardt.com

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INDEPENDENT AUDITOR’S REPORT

To the Members of Wockhardt Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Wockhardt Limited (hereinafter referred to as the “Company” or the “Holding Company”) and its subsidiaries (together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2025, and the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial Statements, including material accounting policies and other explanatory information (hereinafter referred to as the “consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on consideration of reports of other auditors on separate financial statements and on the other financial information of subsidiaries, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of their consolidated state of affairs of the Group as at March 31, 2025, and of consolidated loss including other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by Institute of Chartered Accountant of India (“ICAI”), and the relevant provisions of the Act and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained and on consideration of audit reports of other auditors referred to in paragraph (a) of the “Other Matters” section below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended March 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

in our	report:
Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
1	Revenue Recognition (Refer Note 3(j) of Accounting Policy and Note 26 in consolidated fnancial statements) The Group recognizes revenue from the Sale of Goods when the control over the goods is transferred to the customer. The actual point in time when revenue is recognized varies depending on the specifc terms and conditions of the sale contracts entered into with customers. Group’s assessment of accrual towards returns, discount and schemes require estimation and judgement and change in these estimates can have a signifcant fnancial impact. We identifed the recognition of revenue from sale of products as a key audit matter considering: Revenue is a key performance indicator of the Group and there is a risk of overstatement of revenue due to fraud resulting from pressure to achieve targets, earning expectations or incentive schemes linked to performance.	Our audit procedures in respect of this area, among others, included: 1. We have assessed the Group’s accounting policies relating to revenue recognition by comparing with the applicable accounting standards. 2. We have evaluated the design, implementation and tested the operating efectiveness of the Group’s key internal fnancial control over revenue recognition. 3. We have performed substantive testing of selected samples of revenue transactions recorded during the year. 4. We have performed cut of procedures by selecting samples of revenue recorded at the period end. 5. We have verifed Group’s assessment of accruals of returns, discount and schemes in line with the past practices to identify bias 6. We have evaluated the manual journals posted to the revenue during the year to identify unusual or irregular items. 7. We have assessed the adequacy of the disclosures made in respect of revenue from the sale of goods.

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2 Assessment of Recoverability of Carrying Value of certain Property, Plant and Equipment and Capital Work in Progress

(Refer Note 3(d) of accounting policy and Note 4, and 45(b) in consolidated financial statements)

Certain property, plant and equipment of the Company is affected by lower capacity utilization.

Further, the Group has made investments in certain projects which has been deferred. These are lying in the Capital Work In Progress and the recoverability depends on the successful completion of projects, their ability to achieve intended operational capacity and generate expected future economic benefits.

The Group’s investment in these facilities was made considering market feasibility and potential of existing / future products.

As at March 31, 2025, carrying value of such Property, Plant and Equipment and Capital Work in Progress amounts to 332 Crores and 362 Crores respectively.

Given the significance of the carrying value and judgement involved in assessing the recoverability of such facilities, this is considered to be a Key Audit Matter.

3 Recoverability of carrying value of Intangible Assets under Development

(Refer Note 3(b) of accounting policy and Note 6 in consolidated financial statements)

The Group has intangible assets under development amounting to ` 1,520 Crores as at March 31, 2025.

These intangible assets under development are in relation to the New Chemical Entities (NCEs).

The carrying value of such intangible assets under development is tested for recoverability, based on the estimate of future cash flows, market conditions, progress in development which are often complex and involve numerous assumptions.

Management’s assessment of recoverability relies heavily on forward-looking estimates and judgements that are inherently uncertain.

Changes in these assumptions could lead to an impairment to the carrying value of these intangible assets under development.

Given the significance of the amount involved and the estimates and judgement involved in the assessment of their recoverability, this is considered to be a Key Audit Matter.

Our audit procedures in respect of this area, among others, included:

1. We have assessed the Group’s accounting policy relating to impairment by comparing with the applicable accounting standard.

2. We have verified the reports of physical verification of property, plant and equipment by the Group.

3. We have evaluated the Group’s assessment of estimated future cash flows and tested the mathematical accuracy and reasonableness of significant assumption relating to the projections.

4. We have evaluated the management assessment applied by the Group in determining the Cash Generating Units for the impairment testing purpose.

5. We have assessed the significant assumptions considered by the Group while making the impairment assessment and performed a sensitivity analysis of key assumptions applied.

6. We have involved our valuation specialists to assess the valuation methodologies applied by the Group to determine the recoverable amount for the assets.

Our audit procedures in respect of this area, among others, included:

1. We have evaluated the criteria for capitalisation of development expenditure with those set out in the applicable accounting standard.

2. We have inquired the progress made on New Chemical Entity (“NCE”) development with the key managerial personnel of the Company including key personnel from research and development team.

3. We have inspected the correspondences with regulatory authorities, third parties, scientific documentation and the market release made by the Company.

4. We have evaluated the Group’s assessment of estimated future cash flows and tested the mathematical accuracy and reasonableness of key assumption relating to the NCE project.

5. We have tested, on a sample basis, the project related expenditure with underlying documents.

6. We have performed a sensitivity analysis of the key assumption applied to determine the recoverable value and considered the resulting impact on the impairment testing.

7. We have involved our valuation specialists to assess the valuation methodologies applied by the Company to determine the recoverable amount for the NCE.

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ANNUAL REPORT 2024-2025

4	Assessment of recoverability of the carrying value of Goodwill (Refer Note 3(g) of accounting policy and Note 5 to consolidated fnancial statements) The Group has Goodwill amounting to`977 crores as at March 31, 2025 in respect of acquired businesses. Goodwill is evaluated for any indicators of impairment and is tested annually as required under Ind AS 36. The carrying value of Goodwill will be recovered through future cash fows. The discounted cash fow model uses several assumptions. These include estimates of growth rate, discount rate, terminal value growth rates, new product launches and the weighted average cost of capital. There is inherent risk of impairment in case future cash fows do not meet the Group’s expectations. Given the signifcance of carrying value, inherent complexity of accounting requirements and signifcant judgement required in determining the assumptions to estimate recoverable amount, this is considered to be a Key Audit Matter.	Our audit procedures in respect of this area, among others, included: 1. We have assessed the Group’s accounting policies relating to impairment of Goodwill by comparing with applicable accounting standards. 2. We have obtained the Group’s computation of recoverable amount and tested the mathematical accuracy and reasonableness of key assumptions. 3. We have assessed the signifcant assumptions considered by the Group while making impairment assessment with respect to revenue forecast, future cash fows, margins, terminal growth and discount rates. 4. We have involved our valuation specialists to assess the valuation methodologies applied by the Group. 5. We have performed a sensitivity analysis of the key assumption applied to determine the recoverable value and considered the resulting impact on the impairment testing. 6. We have evaluated the adequacy of disclosures made in the consolidated fnancial statements with respect to key assumptions and judgements.

Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon

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

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

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

Responsibilities of Management and Board of Directors for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management and the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company.

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Auditors’ R ~~e~~ sponsibilities for the Audit of the Consolidated Financial Statements

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

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Consolidated Financial Statements.

Other Matters

• a. We did not audit the financial statements of 16 subsidiaries, whose financial statements reflect total assets (before consolidation adjustments) of 6,725 Crores as at March 31, 2025, total revenues (before consolidation adjustments) of 2,905 Crores and net cash flows (before consolidation adjustments) amounting to ` 18 Crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

• b. We did not audit the financial statements of 7 subsidiaries whose financial statements reflect total assets (before consolidation adjustments) of 113 Crores as at March 31, 2025, total revenues (before consolidation adjustments) of 0.21 Crores and net cash flows (before consolidation adjustments) amounting to ` 0.07 Crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

• Our opinion on the consolidated financial statements is not modified in respect of the above matters.

• c. The consolidated financial statements of the Company for the year ended March 31, 2024, were audited by another auditor whose report dated May 28, 2024 expressed an unmodified opinion on those statements.

• d. The consolidated financial statements as at and for the year ended March 31, 2025 have been translated into United States Dollars solely for the convenience of the reader. We have audited the translation, and, in our opinion, such financial statements expressed in Indian rupee have been translated into United States Dollars on the basis set forth in Note 2(c) to the consolidated financial statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the Separate Financial Statements of the subsidiaries, referred to in the Other Matters section above we report, to the extent applicable, that:

2. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

3. b. In our opinion, proper books of account as required by law relating to the preparation of aforesaid consolidated financial statements have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in the paragraph 2(h)(vi) below on reporting under Rule 11(g).

4. c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other comprehensive income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

5. d. In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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ANNUAL REPORT 2024-2025

• e. On the basis of the written representations received from the directors of the Holding Company as on April 1, 2025 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies are disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

• f. With respect to the adequacy of internal financial controls with reference to consolidated financial statements of the Group, and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

• g. The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

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

• i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group– Refer Note 46 to the consolidated financial statements.

• ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended March 31, 2025.

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year March 31, 2025.

• iv. a. The respective Managements of the Holding Company and its subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiaries, to or in any other person(s) or entity(ies), including foreign entities with the understanding, whether recorded in writing or otherwise, that such parties shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • b. The respective Managements of the Holding Company and its subsidiaries, which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries that, to the best of their knowledge and belief, no funds have been received by the Holding Company or any of such subsidiaries from any person(s) or entity(ies), including foreign entities with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us and that performed by the auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, and according to the information and explanations provided to us by the Management of the Holding company in this regard nothing has come to our or other auditors’ notice that has caused us or the other auditors to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material mis-statement.

• v. The Holding Company and its subsidiary companies incorporated in India have neither declared nor paid any dividend during the year.

• vi. Based on our examination which included test checks, and based on the other auditor’s reports of its subsidiary companies incorporated in India whose financial statements have been audited under the Act, except for the instances mentioned below, the Holding Company, Its subsidiary Companies incorporated in India have used accounting softwares for maintaining their respective books of account for the year ended March 31, 2025, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, and further, during the course of audit we and above

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referred subsidiaries auditors did not come across any instance of audit trail feature being tampered with. ~~Additional~~ ly, the audit trail of prior year has been preserved by the Holding Company and above-referred subsidiaries, as per the statutory requirements for record retention to the extent it was enabled and recorded in respective year.

• A. In respect of the Holding Company, the accounting software used for its consolidation procedure did not have a feature of recording audit trail (edit log) facility and the same was not operated throughout the year for all relevant transactions recorded in the software.

• B. In case of the Holding Company and three subsidiaries incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account.

• In our opinion, according to information, explanations given to us, the remuneration paid by the Holding company and its subsidiaries which are companies incorporated in India, to its directors is within the limits prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

• According to the information and explanations given to us, the details of Qualifications/adverse remarks made by the respective auditors of the subsidiaries in the Companies (Auditor’s Report) Order 2020 (CARO) Reports issued till the date of our audit report for the companies included in the consolidated financial statements are as follows:

Sr. No	Name of the Company	CIN	Type of Company (Holding /Subsidiary)	Clause number of the CARO Report which is qualifed or Adverse
1	Wockhardt Limited	L24230MH1999PLC120720	Holding Company	Clause i(c)

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No.: 122071 UDIN: 25122071BMMBEU7336

Place: Mumbai Date: May 29, 2025

54

Consolidated

ANNUAL REPORT 2024-2025

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF WOCKHARDT LIMITED

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended March 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For M S K C & Associates LLP (Formerly known as M S K C & Associates)

Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No. 122071 UDIN: 25122071BMMBEU7336

Place: Mumbai Date: May 29, 2025

55

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ANNEXUR ~~E~~ B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED ~~FINANCIAL STATEMEN~~ TS OF WOCKHARDT LIMITED

[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the Members of Wockhardt Limited on the consolidated Financial Statements for the year ended March 31, 2025]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2025, we have audited the internal financial controls with reference to consolidated financial statements of Wockhardt Limited (hereinafter referred to as “the Holding Company”) which includes the internal financial controls over financial reporting of the Holding Company and its subsidiary companies (the Holding Company and its subsidiaries together referred to as “the Group”), which are companies incorporated in India, as of that date.

In our opinion and according to the information and explanations given to us, and based on the consideration of the report of the other auditor referred to in Other Matter paragraph below, the Holding Company and its subsidiary companies which are companies incorporated in India, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2025, based on the internal financial controls with reference to consolidated financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”).

Management’s and Board of Director’s Responsibility for Internal Financial Controls

The respective Management and the Board of Directors of the Holding company and its subsidiary companies which are companies incorporated in India are responsible for establishing and maintaining internal financial controls based on the internal control with reference to consolidated financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements of the Holding company and its subsidiary companies which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements of the Holding company and its subsidiary companies which are companies incorporated in India.

56

Consolidated

ANNUAL REPORT 2024-2025

Meaning of Internal Financial Controls With Reference to Consolidated Financial Statements

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

Inherent Limitations of Internal Financial Controls With Reference to Consolidated Financial Statements

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

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements insofar as it relates to 2 subsidiary companies which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India. Our opinion is not modified in respect of this matter.

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No. 122071 UDIN: 25122071BMMBEU7336

Place: Mumbai Date: May 29, 2025

57

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CONSOLI ~~D~~ ATED FINANCIAL STATEMENTS - BALANCE SHEET

~~As at March 31, 2025~~

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As at As at As at As at
Notes March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
ASSETS
Non-current assets
Property, Plant and Equipment 4 1,373 161 1,467 176
Right of use assets 4 345 41 408 49
Capital work-in-progress 4 513 60 434 52
Goodwill 5 977 114 953 114
Other Intangible assets 6 41 5 53 6
Intangible assets under development 6 1,520 178 1,288 155
Financial Assets
Investments 7 0 0 0 0
₹ 0.45 crore (Previous year ₹ 0.45 crore)
Other non- current financial assets 8 53 6 65 8
Deferred tax assets (net) 9 549 64 579 69
Non-current tax assets (net) 84 10 117 14
Other non-current assets 10 111 13 101 12
5,566 652 5,465 656
Current assets
Inventories 11 725 85 640 77
Financial Assets
Investments 12 422 49 – –
Trade receivables 13 661 77 618 74
Cash and cash equivalents 14.1 112 13 505 61
Bank balances (other than cash and cash equivalents) 14.2 79 9 24 3
Other current financial assets 15 54 6 18 2
Other current assets 16 412 48 268 32
2,465 287 2,073 249
Assets held-for-sale 39 104 12 111 13
Total Assets 8,135 951 7,649 918
EQUITY AND LIABILITIES
Equity
Equity Share Capital 17 81 9 77 9
Other Equity 4,272 500 3,282 394
Equity attributable to the share holders of the Company 4,353 509 3,359 403
Non-controlling interests 41 304 36 303 36
Total Equity 4,657 545 3,662 439
LIABILITIES
Non- current liabilities
Financial liabilities
Borrowings 18 1,211 142 891 107
Lease Liabilities 35 95 11 170 20
Provisions 20 29 3 28 3
Deferred tax liabilities (net) 9 35 3 35 4
Non-current liability - Others 19 66 8 72 9
1,436 167 1,196 143
Current liabilities
Financial liabilities
Borrowings 21 648 76 1,221 146
Lease Liabilities 35 67 8 74 9
Trade payables 22
Total outstanding dues of micro enterprises and small enterprises 47 5 28 3
Total outstanding dues of creditors other than micro enterprises and 545 64 738 89
small enterprises
Other current financial liabilities 23 429 50 518 62
Other current liabilities 24 238 28 163 20
Provisions 25 53 6 39 5
Current tax liabilities (net) 15 2 10 1
2,042 239 2,791 335
Total Liabilities 3,478 406 3,987 478
Total Equity and Liabilities 8,135 951 7,649 918
Material Accounting Policies 3
The accompanying notes form an integral part of these financial statements
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As per our attached report of even date

For and behalf of the Board of Directors of Wockhardt Limited Habil Khorakiwala Chairman DIN: 00045608 Murtaza Khorakiwala Managing Director DIN: 00102650 Deepak Madnani Chief Financial Officer

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

Rashmi Mamtura Company Secretary

58

Consolidated

ANNUAL REPORT 2024-2025

CONSOLIDATED FINANCIAL STATEMENTS - STATEMENT OF PROFIT AND LOSS

For the Year Ended March 31, 2025

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For the year ended For the year ended For the year ended For the year ended
Notes March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Income
I Revenue from operations 26 3,012 353 2,798 336
II Other income 27 62 7 83 10
III Total Income (I + II) 3,074 360 2,881 346
IV Expenses
Cost of materials consumed 612 72 620 74
Purchases of Stock-in-Trade 573 67 559 67
Changes in inventories of finished goods, Stock-in-Trade and work-in-progress 28 (53) (6) (14) (2)
Employee benefits expense 29 651 76 629 75
Finance costs 30 254 30 305 37
Depreciation and amortisation expense 4 & 6 217 25 223 27
Impairment of asset held for sale 39 – – 79 9
Exchange fluctuation loss, net 4 0 – –
Loss on sale property, plant and equipment 39 – – 52 6
Other expenses 31 832 98 834 100
Total Expenses 3,090 362 3,287 394
V Loss before exceptional items and tax (III- IV) (16) (2) (406) (49)
VI Exceptional items- (charge) 39 – – (14) (2)
VII Loss after exceptional items before tax (V + VI) (16) (2) (420) (50)
VIII Tax expense 9
Current tax - Charge 7 1 16 2
Deferred tax - Charge 34 4 36 4
IX Net Loss after tax for the year (VII - VIII) (57) (7) (472) (57)
Attributable to:
Equity holders of the Company (47) (6) (463) (56)
Non-controlling interests (10) (1) (9) (1)
(57) (7) (472) (57)
X Other Comprehensive Income
(a) Items that will not be reclassified to profit or loss - (charge)/ credit (Consisting of remeasurement of net defined benefit (liability)/ asset) (6) (1) (9) (1)
(b) Income tax relating to items that will not be reclassified to profit or loss- (charge)/ credit 1 0 1 0
(c) Items that will be reclassified to profit or loss (Consisting of exchange differences on 76 9 14 2
translating the fnancial statements of a foreign operation)
Other Comprehensive Income (Net of tax) 71 8 6 1
XI Total Comprehensive Income (IX+X) (Comprising Profit/ (Loss) and other 14 2 (466) (56)
comprehensive income for the year)
Other comprehensive income attributable to:
Equity holders of the Company 60 7 2 –
Non-controlling interests 11 1 4 1
71 8 6 1
Total comprehensive income attributable to:
Equity holders of the Company 13 1 (461) (55)
Non-controlling interests 1 0 (5) (1)
14 1 (466) (56)
Earnings per equity share of face value of ₹ 5 each 32
Earnings per equity share
Basic earnings per share ₹/ USD (3.02) (0.04) (32.05) (0.38)
Diluted earnings per share ₹/ USD (3.02) (0.04) (32.05) (0.38)
Material Accounting Policies The accompanying notes form an integral part of these financial statements 3
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As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608

Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

59

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CONSOLI ~~D~~ ATED FINANCIAL STATEMENTS - STATEMENT OF CHANGES IN EQUITY ~~For the Year Ended March~~ 31, 2025

A) Equity Share Capital

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As at Changes in equity share As at March 31, 2024 As at Changes in equity share As at As at
April 01, 2023 capital during the year in crore March 31, 2024 capital during the year March 31, 2025 March 31, 2025<br> in crore in crore USD in million in crore ` in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
72 5 77 9 4 81 9
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B) Other equity

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Other comprehensive Total Equity Non- Total
Reserves and Surplus income attributable controlling
Capital Reserves Capital Securities Share Options General Retained Exchange differences to the share interests
Capital Capital Redemption Premium Outstanding Reserves Earnings on translating the holders of the
Reserves (other Contribution Reserve Account financial statements Company
than capital (CRR) of a foreign operation
contribution)
in crore in crore in crore in crore in crore in crore in crore in crore in crore in crore ` in crore
Balance as on April 01, 2023 173 66 819 799 16 273 710 426 3,282 308 3,590
Loss for the year – – – – – – (463) – (463) (9) (472)
Other comprehensive income / (loss) for the year – – – – – – (7) 9 2 4 6
Total comprehensive Income – – – – – – (470) 9 (461) (5) (466)
Net additions/(deductions) on ESOS options (Also Refer – – – 2 (3) 2 – – 1 – 1
note 38)
Equity shares pursuant to Qualified Institutional – – – 475 – – – – 475 – 475
Placement (QIP) (Also Refer note 17)
QIP expenses adjusted – – – (15) – – – – (15) – (15)
Balance as on March 31, 2024 173 66 819 1,261 13 275 240 435 3,282 303 3,585
Loss for the year – – – – – – (47) – (47) (10) (57)
Other comprehensive income / (loss) for the year – – – – – – (5) 65 60 11 71
Total comprehensive Income – – – – – – (52) 65 13 1 14
Net additions/(deductions) on ESOS options (Also Refer – – – 3 (2) – – – 1 – 1
note 38)
Equity shares pursuant to Qualified Institutional – – – 995 – – – – 995 – 995
Placement (QIP) (Also Refer note 17)
QIP expenses adjusted – – – (20) – – – – (20) – (20)
Balance as on March 31, 2025 173 66 819 2,239 11 275 188 500 4,272 304 4,576
Balance as on March 31, 2025 20 8 96 262 1 32 22 58 500 36 536
(USD in million)
Supplementary information- convenience translation
(See Note 2(C))
Balance as on March 31, 2024 21 8 98 151 2 33 29 52 394 36 430
(USD in million)
Supplementary information- convenience translation
(See Note 2(C))
----- End of picture text -----

Notes: Nature and purpose of reserves:

Capital Reserves (other than capital contribution)

The reserve comprises of reserve created on amalgamation of the subsidiaries with the Company and redemption of certain preference shares at 25% of the face value pursuant to modification in the terms of issue.

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Capital redemption reserve

Capital redemption reserve was created during redemption of preference shares out of the profits of the Company in accordance with the requirements of Companies Act.

Capital Contribution

Under Ind AS, preference shares have been measured at fair value at inception with reference to market rates and the difference to the extent pertaining to the Promoter Group have been recognised as capital contribution.

Securities premium

Securities premium is used to record the premium received on issue of shares. It shall be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Company has adopted various equity-settled share based payment plans for certain categories of employees. Refer Note 38 for further details.

General Reserve

General reserve forms part of the retained earnings and is permitted to be distributed to shareholders as part of dividend.

Exchange differences on translating the financial statements of a foreign operation (Foreign Currency Translation Reserve)

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. ₹) are recognised directly in the other comprehensive income and accumulated in foreign currency translation reserve. Exchange difference in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

Material Accounting Policies - Note 3

The accompanying notes form an integral part of these financial statements

As per our attached report of even date

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah

Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

Chairman DIN: 00045608 Murtaza Khorakiwala Managing Director DIN: 00102650 Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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CONSOLI ~~D~~ ATED FINANCIAL STATEMENTS - STATEMENT OF CASH FLOWS ~~For the Year Ended March~~ 31, 2025

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----- Start of picture text -----

For the For the For the For the
year ended year ended year ended year ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES
Loss after exceptional items and before tax (16) (2) (420) (51)
Adjustments for:
Exceptional items - Provision against inventories/ contract assets – – 14 2
Depreciation and amortisation expense 217 25 223 27
Impairment of asset held for sale and property, plant and equipment – – 79 10
Allowance/ (reversal of allowance) for expected credit loss, doubtful 38 4 54 7
advances and bad debts provision
(Profit)/ Loss on sale/ write off of fixed assets (net) (3) (0) 52 6
Gain on sale of investments (11) (1) –
Finance costs 254 30 305 37
Foreign exchange loss/ (gain), net 4 0 (2) –
Interest income (16) (2) (6) (1)
Employee share based payments expenses 1 0 1 –
Liabilities no longer required written back (22) (3) (43) (5)
Fair valuation impact on investments (7) (1) – –
Operating profit before working capital changes 439 50 257 31
Movements in Working capital
(Increase)/Decrease in Inventories (69) (8) 8 1
(Increase)/Decrease in trade receivables (66) (8) 142 17
(Increase)/Decrease in Loans and Advances and other assets (192) (22) 35 4
(Decrease) in Liabilities and provisions (165) (19) (193) (23)
Cash generated from operations (53) (7) 249 30
Income tax refund / (paid) 31 4 (30) (4)
Net cash inflow from Operating activities (22) (3) 219 27
CASH FLOW FROM/ (USED IN) INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment and Capital work-in progress (94) (11) (59) (7)
Purchase of Intangible assets and Addition in Intangible assets under (271) (32) (157) (19)
development
Proceeds from sale of property, plant and equipment (including asset 10 1 66 8
held for sale)
Margin money under lien and Bank balances (other than cash and cash (40) (5) 10 1
equivalents)
Purchases of current investments (net) (404) (47) – –
Interest received 16 2 3 0
Net cash (outflow) from Investing activities (783) (92) (137) (17)
CASH FLOW FROM/ (USED IN) FINANCING ACTIVITIES (REFER NOTE 47)
Proceeds from Issuance of Equity share capital under Qualified 983 115 468 57
Institutional Placement (QIP), net
Transaction cost related to Right Issue/QIP concluded during earlier years (1) (0) (1) (0)
Proceeds from Issuance of Equity share capital under ESOS 0 0 0 0
₹ 0.02 crore (Previous year- ₹ 0.01 crore)
Proceeds of long-term borrowings 348 41 75 9
Repayment of long-term borrowings (353) (41) (254) (31)
Short-term borrowings (net) (335) (39) 72 9
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62

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ANNUAL REPORT 2024-2025

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----- Start of picture text -----

For the For the For the For the
year ended year ended year ended year ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Loans from related parties 380 44 402 49
Repayment of loans taken from related parties- Long term (333) (39) (114) (14)
Repayment of loans taken from related parties- Short term (46) (5) (38) (5)
Repayment of Lease liabilities (Refer note 2 below) (86) (10) (79) (10)
Finance costs paid (148) (17) (197) (24)
Equity Dividend paid to IEPF – – (0) (0)
(Previous year- ₹ 0.49 crore)
Net cash inflow/ (outflow) from Financing activities 409 49 334 41
NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS (396) (46) 416 51
Cash and cash equivalents as at the beginning of the year 505 59 90 11
Effects of exchange rate changes on cash and cash equivalents 1 0 0 0
(Previous year- ₹ 0.36 crore)
Exchange difference on translation of foreign cash and cash equivalent 2 0 (1) (0)
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR 112 13 505 61
For the For the For the For the
year ended year ended year ended year ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
CASH AND CASH EQUIVALENTS AS PER ABOVE COMPRISE OF THE
FOLLOWING
Balance with banks:
- in current account 112 13 505 61
Balance as per the Statement of cash flows 112 13 505 61
----- End of picture text -----

Notes:

1. The above statement of cash flows has been prepared under the indirect method as set out in Ind AS 7 ‘Statement of Cash Flows’.

2. Repayment of lease liabilities consists of:

3. Payment of Interest ₹ 16 crore (Previous year: ₹ 24 crore)

Payment of Principal ₹ 70 crore (Previous year: ₹ 55 crore)

1. Figures in bracket indicate cash outflow.

Material Accounting Policies - Note 3

The accompanying notes form an integral part of these financial statements

As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608

Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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CONSOLI ~~D~~ ATED FINANCIAL STATEMENTS - NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL ~~STATEMENTS~~

1. CORPORATE INFORMATION

Wockhardt Limited (WL or the ‘Company’) is a public limited company incorporated in India and has its registered office at D-4, MIDC, Chikalthana, Maharashtra, India. The Company’s equity shares are listed on The BSE Ltd (BSE) and The National Stock Exchange of India Limited (NSE).

The Company and its subsidiaries (the ‘Group’) is a global pharmaceutical and biotech company with presence in UK, Switzerland, Ireland, Russia and many other countries. It has manufacturing and research facilities in India & UK and a manufacturing facility in Ireland and Dubai. The Group has a significant presence in Europe and India.

Background

The Company has controlling interest, directly or through subsidiaries in the following entities:

Entity	Country of Incorporation	Name of Parent	Percentage of **holding (%) ***
Subsidiaries 1 Wockhardt Infrastructure Development Limited 2 Wockhardt Medicines Limited # 3 Wockhardt Bionova Limited # [Formerly, Wockhardt Biologics Limited until April 22, 2024] 4 Wockhardt UK Holdings Limited 5 Wockhardt Bio AG [Formerly, Wockhardt EU Operations (Swiss) AG] 6 Wockhardt Europe Limited Step-down subsidiaries 1 CP Pharmaceuticals Limited 2 Wallis Group Limited 3 The Wallis Laboratory Limited 4 Wallis Licensing Limited 5 Wockhardt Farmaceutica Do Brasil Ltda 6 Z & Z Services GmbH (formerly, Esparma GmbH) 7 Wockhardt UK Limited 8 CP Pharma (Schweiz)AG 9 Wockpharma Ireland Limited 10 Pinewood Healthcare Limited 11 Pinewood Laboratories Limited 12 Wockhardt France (Holdings) S.A.S. (upto November 07, 2024) 13 Wockhardt Holding Corp. 14 Morton Grove Pharmaceuticals Inc. 15 MGP Inc 16 Wockhardt USA LLC 17 Wockhardt Farmaceutica SA DE CV 18 Wockhardt Services SA DE CV 19 Wockhardt Nigeria Limited 20 Wockhardt Bio (R) LLC 21 Wockhardt Bio Pty Ltd 22 Wockhardt Bio Ltd #	India India India England & Wales Switzerland British Virgin Islands England & Wales England & Wales England & Wales England & Wales Brazil Germany England & Wales Switzerland Ireland England & Wales Ireland France USA USA USA USA Mexico Mexico Nigeria Russia Australia New Zealand	Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Bio AG Wockhardt UK Holdings Limited Wallis Group Limited Wallis Group Limited The Wallis Laboratory Limited Wockhardt Europe Limited Wockhardt Bio AG Wockhardt Bio AG Wockhardt Bio AG Wockhardt Bio AG Wockhardt Bio AG Wockpharma Ireland Limited. Wockhardt Bio AG Wockhardt Bio AG Wockhardt Holding Corp. Wockhardt Holding Corp. Morton Grove Pharmaceuticals Inc. Wockhardt Bio AG Wockhardt Bio AG Wockhardt Europe Limited Wockhardt Bio AG Wockhardt Bio AG Wockhardt Bio AG	100% 100% 100% 100% 85.85% 100% 100% 100% 100% 100% 90% 10% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Wockhardt Bio Ltd, Wockhardt Bionova Limited and Wockhardt Medicines Limited is yet to commence business.

• % holding is same as of previous year.

The Company together with its subsidiaries Wockhardt Infrastructure Development Limited (‘WIDL’), Consolidated Wockhardt Europe Limited (‘WEL’), Consolidated Wockhardt UK Holdings Limited (‘WUK’), and Consolidated Wockhardt Bio AG (collectively, ‘the Group’) is primarily engaged in the business of manufacture and marketing of pharmaceutical products. The Group has twelve manufacturing locations and there are two locations where research and development activities are carried out.

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2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

A. Statement of compliance

These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time and also the guidelines issued by Securities and Exchange Board of India(‘SEBI’), as applicable.

These consolidated financial statements were approved by the Board of Directors and authorised for issue on May 29, 2025.

B. Functional and Presentation Currency

These consolidated financial statements are presented in Indian rupees (₹), which is the functional currency of the parent Company and the currency of the primary economic environment in which the parent Company operates. All the amounts have been rounded off to the nearest crore except per share data.

C. Basis of preparation of consolidated financial statements.

These consolidated financial statements have been prepared on accrual basis under the historical cost convention except for the following material items in the statement of financial position:

• Certain financial assets and liabilities that are measured at fair value.

• Share-based payments.

• Certain Property, Plant and Equipment measured at fair value which has been considered as deemed cost.

• Net defined benefit (asset)/liabilities.

Convenience translation

The accompanying financial statements have been prepared in Indian rupees (“₹”), the national currency of India and the functional currency of the Company. The translation of the Indian rupees amounts to US dollars is included solely for the convenience of the reader. The financial statements as of March 31, 2025 and March 31, 2024 have been translated into United States dollars at the closing rate USD 1 = ₹ 85.4791 as on March 31, 2025 (March 31, 2024: USD 1 = ₹ 83.3599) as published by third party website providing market information on exchange rates.

No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate, or at all.

0 (Zero) represents less than 0.50 USD mn

D. Basis of consolidation

Subsidiaries

Subsidiaries are all entities that are controlled by the Company. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these consolidated financial statements from the date the control commences until the date the control ceases. The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, income and expenses. For the purpose of preparing these consolidated financial statements, the accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Company.

Any interest retained in the form of subsidiary is measured at fair value at the date that control is lost. Any resulting gain or loss is recognized in Consolidated Statement of Profit and Loss.

Non-controlling interest (NCI) are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition. Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in full while preparing these consolidated financial statements. Unrealized gains or losses arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee.

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E. Us ~~e~~ of Estimates and Judgments

~~The preparation of~~ the consolidated financial statements in conformity with Ind AS requires the management to make judgements, estimates and assumption about the reported amounts of assets and liabilities (including contingent liabilities) on the date of consolidated financial statement and the reported income and expenses during the year. The management believes that the judgements and estimates used in preparation of these consolidated financial statements are prudent and reasonable.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements and estimates in applying accounting policies:

The following are the critical judgements, and estimations, that the management have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements.

a) Judgements:

(i) Right of Use assets:

The Group has entered into several arrangements for lease of land and property from Government entities and other parties. The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

(ii) Impairment of trade receivables:

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(iii) Estimation of useful life:

The useful life used to amortise or depreciate intangible assets or property, plant and equipment respectively relates to the expected future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from asset. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the consolidated statement of profit and loss.

The useful lives of the Group’s assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life such as changes in technology.

b) Estimates:

• (i) Legal, tax and other disputes:

The Group provides for anticipated settlement costs where an outflow of resources is considered probable and a reliable estimate may be made of the likely outcome of the dispute and legal and other expenses arising from claims against the Group. These estimates take into account the specific circumstances of each dispute and relevant external advice which are inherently judgmental and could change substantially over time as new facts emerge and each dispute progresses.

• (ii) Post- employment benefits:

The costs of providing gratuity and other post-employment benefits are charged to the income statement in accordance with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the employees’ services. The costs are assessed on the basis of assumptions selected by management. These assumptions include future earnings and salary increases, discount rates, expected long-term rates of return on assets and mortality rates.

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(iii) Sales return and rebates:

Revenue is recognized when significant control is transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably.

Gross revenue is reduced by rebates, discounts, allowances and product returns given or expected to be given, which vary by product arrangements and buying groups. These arrangements with purchasing organisations are dependent upon the submission of claims sometime after the initial recognition of the sale. Accruals are made at the time of sale for the estimated rebates, discounts or allowances payable or returns to be made, based on available market information and historical experience.

Because the amounts are estimate, they may not fully reflect the final outcome, and the amounts are subject to change dependent upon, amongst other things, the types of buying group and product sales mix.

The level of accrual for rebates and returns is reviewed and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and projected market conditions. Market conditions are evaluated using wholesaler and other third-party analyses, internally generated information.

Future events could cause the assumptions on which the accruals are based to change, which could affect the future results of the Group.

(iv) Current tax and deferred tax:

The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material impacts on profit/loss and/or cash flows.

The complexity of the Group’s structure makes the degree of estimation and judgement more challenging. The resolution of issues is not always within the control of the Group and it is often dependent on the efficiency of the legal processes. Issues can, and often do, take many years to resolve.

The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits which are based on budgeted cash flow projections, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.

• (v) Provision for inventory:

Inventory is stated at cost or net realizable whichever is lower. Provision for slow moving inventory is made based on historical experience with old inventory and the utilization plan of such inventory in the near future.

• (vi) Recoverability of Property, plant & equipment and capital work in progress:

Property, plant & equipment and old capital work in progress is assessed for recoverability based on management’s utilization plans, technical assessment of current condition of the underlying assets. The Group does a periodic physical verification and inspection of these assets using internal and external experts to determine the condition and usability of these assets.

The Group also determine the recoverable value of CGU’s basis the estimated future cash flows for assessment of potential impairment.

• (vii) Intangible asset under development:

Acquisition cost and development expenditure incurred in relation to New Chemical Entity (NCE) is tested for recoverability based on the estimated future cash flows, progress in development activity and other relevant updates. Changes in these assumptions could lead to potential impairment in the carrying value of these intangible assets under development.

• (viii) Goodwill:

The carrying value of goodwill is tested for impairment, based on estimated future cash flows, discount rate, terminal growth rates assumption etc. for respective business. Changes in these assumptions could impact the carrying value of goodwill.

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3. MATERI ~~A~~ L ACCOUNTING POLICIES:

a) Property, Plant and Equipment and Depreciation

• I. Recognition and Measurement

• The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

• it is probable that future economic benefits associated with the item will flow to the entity; and

• the cost of the item can be measured reliably

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. The cost of an item of property, plant and equipment comprises:

• its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.

• any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in Statement of Profit and Loss. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

II. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Consolidated Statement of Profit and Loss.

Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest.

• III. Depreciation and amortisation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation is provided, using the straight line method, pro-rata to the period of use of assets, in accordance with the requirements of Schedule II of the Companies Act, 2013, based on the useful lives of the assets determined through technical assessment by the management. The estimated useful lives followed by the Group are as follows:

Assets	Estimated useful life	Estimated useful life as per Schedule II
Leasehold land	Over theperiod of lease
Buildings	10–61years	30–60years
Plant and Equipment	4–21years	10–20years
Furniture and Fixtures	6–20years	8–10years
Ofce Equipments	4–20years	15years
Information TechnologyEquipments	3 – 20years	3–6years
Vehicles	5years	6–10years

Freehold land is not depreciated.

Depreciation method, useful life and residual value are reviewed at each financial year end and adjusted if appropriate.

Depreciation on additions (disposals) are provided on a pro-rata basis i.e. from (up to) the date on which assets are ready for use (disposed of).

b) Intangible assets

• I. Recognition and Measurement

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises of its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use.

Expenditure on development eligible for capitalisation are carried as Intangible assets under development where such assets are not yet ready for their intended use.

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II. Subsequent Expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

III. Amortisation

Intangible assets are amortised over their estimated useful life on Straight Line Method. The estimated useful lives followed by the Group is as follows:

Intangible assets are amortised over their estimated by the Group is as follows:	useful life on Straight Line Method. The estimated useful lives followed
Assets	Estimated useful life
Brands/ Trademarks/ Technical know how	3 - 15years
Computer software	3 - 10years

The estimated useful lives of intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern, if any.

c) Research and Development

Research costs are expensed as incurred.

Development expenditure incurred on an individual project is carried forward when it meets the conditions of development phase under Ind AS 38 ‘Intangible Assets’ and it can be demonstrated that intangible asset under development will generate probable future economic benefits. Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

The carrying value of development costs is reviewed for impairment when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

d) Impairment of Non-financial assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment exists.

If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the Consolidated Statement of Profit and Loss.

The recoverable amount is the greater of the fair value less cost of disposal and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Consolidated Statement of Profit and Loss, to the extent the amount was previously charged to the Consolidated Statement of Profit and Loss.

CGUs to which goodwill has been allocated are tested for impairment annually or more frequently when there is indication for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Determination of recoverable amount of CGU requires the management to estimate the future cash flows expected to arise and a suitable discount rate in order to calculate the present value. An impairment loss recognised for goodwill is not reversed in subsequent periods.

e) Foreign Currency Transactions / Translations:

• i) Transactions in foreign currencies are translated to the reporting currency at exchange rates at the dates of the transactions.

• ii) Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the reporting currency at the exchange rate at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

• iii) Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in the Consolidated Statement of Profit and Loss in the period in which they arise.

• iv) The Group has availed an option of continuing the policy adopted for exchange differences arising from translation of long term foreign currency monetary items outstanding as on March 31, 2016. Accordingly, foreign exchange gain/losses on long term foreign currency monetary items relating to the acquisition of depreciable assets are added to or deducted from the cost of such assets and in other cases, such gains or losses are accumulated in a “Foreign Currency Monetary Item Translation Difference Account” to be amortised over the remaining life of the concerned monetary item.

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• v) Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. ₹) are recognised directly in the other comprehensive income and accumulated in foreign currency translation reserve. Exchange difference in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

• vi) The assets and liabilities of foreign operations (subsidiaries, branches), including goodwill and fair value adjustments arising on acquisition, are translated into ₹ at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into ₹ at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

f) Financial Instruments

• I. Financial assets

• (i) Classification of financial assets

The Group classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Debt instruments at amortised cost:

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Consolidated Statement of Profit and Loss. The losses arising from impairment are recognised in the Consolidated Statement of Profit and Loss. This category generally applies to trade and other receivables.

Debt instruments at fair value through other comprehensive income (FVOCI):

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/ (losses). Interest income from these financial assets is included in other income using the EIR method. The Group does not have any instruments classified as fair value through other comprehensive income (FVOCI).

Debt instruments measured at fair value through profit and loss (FVTPL):

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the Consolidated statement of profit and loss within other gains/(losses) in the period in which it arises. Interest income from these financial assets is included in other income.

Equity investments:

Equity investments which are in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Group decides to classify the same either as at fair value through other comprehensive income (FVOCI) or FVTPL. The Group makes such election on an instrument-byinstrument basis. The classification is made on initial recognition and is irrevocable.

For equity instruments classified as FVOCI, all fair value changes on the instrument, excluding dividends, are recognized in other comprehensive income (OCI). There is no recycling of the amounts from OCI to Consolidated Statement of Profit and Loss, even on sale of such investments.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Consolidated Statement of Profit and Loss.

The Group does not have any equity investments designated at FVOCI.

Dividend from investments is recognised as revenue when right to receive is established.

Interest income is recognized with reference to Effective Interest Rate Method.

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Derivative financial instruments:

The Group uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to Consolidated Statement of Profit and Loss.

• (ii) Initial recognition and measurement

All financial assets are recognised initially at fair value and for those instruments that are not subsequently measured at FVTPL, plus/minus transaction costs that are attributable to the acquisition of the financial assets.

Trade receivables are carried at original transaction price as the sales arrangements do not contain any significant financing component.

• (iii) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised (i.e. removed from the Group’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:

  • (a) The Group has transferred substantially all the risks and rewards of the asset, or

  • (b) The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

• (iv) Impairment of financial assets

In accordance with Ind-AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) Financial assets that are debt instruments, measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

• b) Trade receivables.

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component.

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Group uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, historical observed default rates are updated and changes in the forward-looking estimates are analysed.

• II. Financial Liabilities and equity instruments

Debt and equity instruments issued by the Group classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

• (i) Equity instruments:

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

• (ii) Financial liabilities: - Classification:

Financial liabilities are classified as either ‘at FVTPL’ or ‘at amortised cost’. FVTPL liabilities consist of derivative financial instruments, wherein the gains/losses arising from remeasurement of these instruments is recognized in the Consolidated Statement of Profit and Loss. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

• (iii) Initial recognition and measurement:

All financial liabilities are recognised initially at fair value and for those instruments that are not subsequently measured at FVTPL, plus/minus transaction costs that are attributable to issue of these instruments.

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(iv) Derecognition:

~~A fnanc~~ ial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss.

• III. Fair value

• (a) Level 1: The fair value of financial instruments quoted in active markets is based on their quoted closing price at the balance sheet date. Examples include exchange-traded commodity derivatives and other financial assets such as investments in equity and debt securities which are listed in a recognized stock exchange.

• (b) Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques using observable market data. Such valuation techniques include discounted cash flows, standard valuation models based on market parameters for interest rates, yield curves or foreign exchange rates, dealer quotes for similar instruments and use of comparable arm’s length transactions. For example, the fair value of forward exchange contracts, currency swaps and interest rate swaps is determined by discounting estimated future cash flows using a risk-free interest rate.

• (c) Level 3: The fair value of financial instruments that are measured on the basis of entity specific valuations using inputs that are not based on observable market data (unobservable inputs).

• IV. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

g) Business combinations

• i) The Group accounts for each business combination by applying the acquisition method. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another.

• ii) Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive.

• iii) The Group measures goodwill as of the applicable acquisition date at the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities (including contingent liabilities in case such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably) assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized as capital reserve.

• iv) Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to settlement of pre-existing relationships.

• v) Transaction costs that the Company incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees and other professional and consulting fees, are expensed as incurred.

• vi) On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

• vii) Any goodwill that arises on account of such business combination is tested annually for impairment.

• viii) Goodwill represents the excess of the consideration paid to acquire a business over underlying fair value of the identified assets acquired. Goodwill is carried at cost less accumulated impairment losses, if any. Goodwill is deemed to have an indefinite useful life and is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units (CGUs) that is expected to benefit from the synergies of the combination. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal.

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h) Income tax

Income tax expense comprises current and deferred tax. It is recognised in Consolidated Statement of Profit and Loss except to the extent that it relates to items recognised directly in equity or in OCI.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured at the amount expected to be recovered from or paid to the taxation authorities using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends if any.

Current tax assets and liabilities are offset only if, the Group:

• a) has a legally enforceable right to set off the recognised amounts; and

• b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

• a) The Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

• b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

i) Inventories

All inventories are valued at moving weighted average price other than finished goods, which are valued on moving average price. Finished goods and Work in progress is computed based on respective moving weighted average price of procured materials and appropriate share of labour and other manufacturing overheads.

Inventories are valued at cost or net realizable value, whichever is lower. Cost also includes all charges incurred for bringing the inventories to their present location and condition including non-creditable taxes and other levies.

The comparison of cost and net realisable value is made on an item-by-Item basis.

Inventories of stores and spare parts are valued at cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and to make the sale.

j) Revenue Recognition

Sale of goods

Revenue is recognized when significant control is transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. Accordingly, the timing of recognition of revenue is dependent on the specific terms agreed with the customer

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Group as part of the contract. The timing of the transfer of control varies depending on the individual terms of the sales agreements.

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In c ~~a~~ se of certain bill and hold arrangements with a few customers, the Group recognizes revenue when the goods are separately identifed and are ready for physical transfer and are kept at warehouses / manufacturing plants based on specific instructions from the customer and the Group cannot use these goods for any other purpose and the reason for such an arrangement is substantive.

The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Group as part of the contract.

Sale of Services, Outlicensing fees, sale of intellectual property

Revenues from services, Outlicensing fees and sale of intellectual property is recognized in accordance with the terms of the relevant agreement(s) as generally accepted and agreed with the customers, and when control transfers to such customers and the Group’s performance obligations are satisfied.

Export Incentive

Income from Export Benefits and Other Incentives Export benefits available under prevalent schemes are accrued as revenue in the year in which the goods are exported and / or services are rendered only when there reasonable assurance that the conditions attached to them will be complied with, and the amounts will be received.

Insurance claims

Insurance claims are accounted on acceptance of the claim and when it can be measured reasonably, and it is reasonable to expect ultimate collection.

Deferred revenue

Deferred revenue shall be recognized against the advances received from customers as and when the control over goods are transferred or services are rendered to buyer.

k) Employee Benefits

Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognised in Consolidated Statement of Profit and Loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the Consolidated Statement of Profit and Loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurement are recognised in Consolidated Statement of Profit and Loss in the period in which they arise.

l) Share-based payment transactions

Employees Stock Options Plans (“ESOPs”): The grant date fair value of options granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The expense is recorded for each separately vesting portion of the award as if the award was, in substance, multiple awards. The increase in equity recognized in connection with share based payment transaction is presented as a separate component in equity under “Share Options Outstanding Account”. The amount recognized as an expense is adjusted to reflect the actual number of stock options that vest.

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m) Leases

The Group as a lessee

The Group’s lease asset classes primarily consist of leases for land and buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (1) the contract involves the use of an identified asset (2) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognized at cost and subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The Group as a lessor

Leases for which the group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

n) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed in the Notes to the consolidated financial statements. Contingent liabilities are disclosed for (1) possible obligations which will be confirmed only by future events not wholly within the control of the Group or (2) present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are not recognised in these consolidated financial statements as this may result in the recognition of income that may never be realised. Contingent assets (if any) are disclosed in the notes to the consolidated financial statements.

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o) Bo ~~r~~ rowing costs

~~Borrowing costs ar~~ e interest and other costs that the Group incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowing. Borrowing costs include interest costs measured at EIR and exchange differences arising from foreign currency borrowings (other than long term foreign currency borrowings outstanding as of March 31, 2016) to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs, allocated to qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset up to the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Consolidated Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

All other borrowing costs are recognised as an expense in the period which they are incurred.

p) Government Grants

Government grants are initially recognised as deferred income at fair value if there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant;

• In case of capital grants, they are then recognised in Consolidated Statement of Profit and Loss as other income on a systematic basis over the useful life of the asset.

• In case of grants that compensate the Group for expenses incurred are recognised in Consolidated Statement of Profit and Loss on a systematic basis in the periods in which the expenses are recognised.

Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there is no uncertainty in receiving the same.

q) Non-current assets held for sale

Non-current assets are classified as held for sale, if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable and sale is expected to be completed within one year from date of classification.

Non-current assets held for sale are presented separately in the current section of the consolidated balance sheet. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, unless these items presented in the disposal group are deferred tax assets, assets arising from employee benefits and financial assets that are specifically exempt from the requirements.

Non-current assets are not depreciated or amortised while they are classified as held for sale.

r) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax available to equity share holders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

s) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

t) Cash Flow statement

Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard (Ind AS 7) - Statement of Cash Flows.

u) Operating cycle

All assets and liabilities have been classified as current or non-current as per Group’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act 2013.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Group’s normal operating cycle is twelve months

v) Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind As 116 Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no significant impact on its financial statements.

On May 9, 2025, MCA notifies the amendments to Ind AS 21-Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.

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----- Start of picture text -----

As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 1 49 120 4 0 2 0 176 52 As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 22 2 – – 25 49
As at 2024 in crore 6 406 1,001 34 1 18 1 1,467 434 As at 2024 in crore 184 17 – – 207 408
March 31, March 31,
Net Block As at March 31, 2025 USD in million Supplementary information- convenience translation (See Note 2(C)) 1 47 107 4 0 2 0 161 60 Net Block As at March 31, 2025 USD in million Supplementary information- convenience translation (See Note 2(C)) 15 2 – – 24 41
As at 2025 in crore 6 395 915 36 3 17 1 1,373 513 As at 2025 in crore 126 14 – – 205 345
March 31, March 31,
As at 2025 in crore 14 259 1,745 71 5 44 96 2,234 As at 2025 in crore 305 16 3 1 37 362
March 31, March 31,
Asset 39 (i)) in crore – – – – – – – – Asset 39 (i)) in crore – – – – – –

classified as held for sale (Refer Note classified as held for sale (Refer Note
in crore – – – – – – – – in crore – – – – – –

Impairment Impairment
in crore – 3 18 2 – 2 – 25 in crore – 1 – – – 1
Exchange gain/ (loss) Exchange gain/ (loss)*
in crore – – (1) – – – – (1) in crore (11) – – – – (11)
Accumulated Depreciation/ Impairment Deductions/ Adjustments Accumulated Depreciation/ Impairment Deductions/ Adjustments
Charge for the year in crore – 17 120 8 0 2 2 149 Charge for the year* in crore 52 3 – – 2 57
As at April 01, 2024 in crore 14 239 1,608 61 5 40 94 2,061 As at April 01, 2024 in crore 264 12 3 1 35 315
As at 2025 in crore 20 654 2,660 107 8 61 97 3,607 513 As at 2025 in crore 431 30 3 1 242 707
March 31, March 31,
Asset 39 (i)) in crore – – – – – – – – – Asset 39 (i)) in crore – – – – – –

classified as held for sale (Refer Note classified as held for sale (Refer Note
in crore – 7 28 3 – 2 1 41 17 in crore 1 1 – – – 2
Exchange gain/ (loss) Exchange gain/ (loss)
in crore – – (1) – – – – (1) (13) in crore (18) – – – – (18)
Gross Block (At Cost) Gross Block (at Cost)
Deductions/ Adjustments Deductions/ Adjustments
in crore – 2 24 9 2 1 1 39 75 in crore – – – – – –
Additions/ Adjustments Additions/ Adjustments
As at April 01, 2024 in crore 20 645 2,609 95 6 58 95 3,528 434 As at April 01, 2024 in crore 448 29 3 1 242 723
Property, Plant and Equipment Freehold Land Buildings Plant and Equipment Furniture and Fixtures Vehicles Charge for the year ₹ 0.30 crore Office Equipment Information Technology Equipments Total Capital work-in- progress Right of use assets Buildings Plant and Equipment Vehicles Office Equipment Leasehold Land Total
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As at March 31, 2023 USD in million Supplementary information- convenience translation (See Note 2(C)) 1 51 130 5 – 2 – 190 50 As at March 31, 2023 USD in million Supplementary information- convenience translation (See Note 2(C)) 28 2 – – 26 56
As at 2023 in crore 6 422 1,071 38 1 17 3 1,558 414 As at 2023 in crore 232 20 – – 212 464
March 31, March 31,
ck o cko
Net Bl As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 1 49 120 4 – – 2 – 176 52 Net Bl As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 22 2 – – 25 49
As at 2024 in crore 6 406 1,001 34 1 18 1 1,467 434 As at 2024 in crore 184 17 – – 207 408
March 31, March 31,
As at 2024 in crore 14 239 1,608 61 5 40 94 2,061 As at 2024 in crore 264 12 3 1 35 315
March 31, March 31,
Asset 39 (i)) in crore – – – – – – – – Asset 39 (i)) in crore – – – – – –

classified as held for sale (Refer Note classified as held for sale (Refer Note
in crore – – – – – – – – in crore – – – – – –

Impairment Impairment gain/ (loss) in crore – 2 10 1 – 1 – 14 Impairment Impairment gain/ (loss) in crore 0 – – – – 0
epreciation/ D Exchange epreciation/ D Exchange
in crore – – (31) – – – (9) (40) in crore (5) – – – – (5)

Accumulated Deductions/ Adjustments Accumulated Deductions/ Adjustments
Charge for the year in crore – 17 117 7 – 2 3 146 Charge for the year* in crore 55 3 – – 1 59
As at April 01, 2023 in crore 14 220 1,512 53 5 37 100 1,941 As at April 01, 2023 in crore 214 9 3 1 34 261
As at 2024 in crore 20 645 2,609 95 6 58 95 3,528 434 As at 2024 in crore 448 29 3 1 242 723
March 31, March 31,
Asset 39 (i)) in crore – (8) – – – – – (8) – Asset 39 (i)) in crore – – – – (4) (4)

classified as held for sale (Refer Note classified as held for sale (Refer Note
in crore – 5 15 1 – 1 – 22 8 in crore 4 – – – – 4
t Cost) A Exchange gain/ (loss) t Cost)A Exchange gain/ (loss)
in crore – – (32) – – – (9) (41) (56) in crore (5) – – – – (5)
Gross Block ( Deductions/ Adjustments Gross Block ( Deductions/ Adjustments
in crore – 6 43 3 – 3 1 56 68 in crore 3 – – – – 3
Additions/ Adjustments Additions/ Adjustments
As at April 01, 2023 in crore 20 642 2,583 91 6 54 103 3,499 414 As at April 01, 2023 in crore 446 29 3 1 246 725
Property, Plant and Equipment Freehold Land Buildings Plant and Equipment Furniture and Fixtures Vehicles Charge for the year ₹ 0.10 crore Deductions/ adjustments ₹ 0.01 crore Office Equipment Information Technology Equipments Total Capital work-in- progress Right of use assets Buildings Exchange gain / (loss) on accumalated depreciation during the year is ₹ 0.48 crore Plant and Equipment Vehicles Charge for the year ₹ 0.24 crore Office Equipment Charge for the year is ₹ 0.01 crore Deduction/ adjustment ₹ 0.07 crore Leasehold Land Total
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78

Consolidated

ANNUAL REPORT 2024-2025

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Total in crore 434 434 As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 114 As at March 31, 2023 USD in million Supplementary information- convenience translation (See Note 2(C)) 115<br>More than 3 years in crore 326 326 As at March 31, 2024 in crore 953 As at March 31, 2023 in crore 945
2-3 years in crore 50 50 Net Block As at March 31, 2025 USD in million Supplementary information- convenience translation (See Note 2(C)) 114 Net Block As at March 31, 2024 USD in million Supplementary information- convenience translation (See Note 2(C)) 114<br>As at March 31, 2024<br> 34 34 As at 2025 977 As at 2024 953<br> 1-2 years in crore March 31, in crore March 31, in crore
Less than 1 year in crore 24 24 As at March 31, 2025 in crore – As at March 31, 2024 in crore –<br> – –<br>Total in crore 513 513 Exchange Gain/(Loss) in crore Exchange Gain/(Loss) in crore
– –
388 388 in crore in crore

More than 3 years in crore Deductions/ Adjustments Deductions/ Adjustments<br>Accumulated Impairment – Accumulated Impairment –<br> 35 35 the year in crore the year in crore<br> <br> Charge for Charge for<br>2-3 years in crore
As at March 31, 2025 As at 2024 – As at 2023 –
6 6 April 01, in crore April 01, in crore

1-2 years in crore 83 83 As at March 31, 2025 in crore 977 As at March 31, 2024 in crore 953<br>Less than 1 year in crore Exchange in crore 24 Exchange in crore 8
Gain/(Loss) Gain/(Loss)
in crore – in crore –

Deductions/ Adjustments Deductions/ Adjustments
Gross Block (At Cost) Gross Block (At Cost)
in crore – in crore –
Additions Additions
As at April 01, 2024 in crore 953 As at April 01, 2023 in crore 945

Project in progess includes ₹ 47 Crore (Previous year- ₹ 47 crore) incurred for proposed production of vaccine.Since the Company has put the plan of vaccine production in India on hold, it is now proposed to use these assets for production of alternate pharmaceutical products. The Company now plans to put the above assets to use by 2025-26. The Group expects to capitalise capital-work-in progress amounting ₹ 336 crore related to plant to be used for manufacturing New Chemical Entity by FY 2026-27 GOODWILL
Particulars Project in progress Total Particulars Goodwill Particulars Goodwill
5. GOODWILL
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5. GOODW ~~I~~ LL

~~Movement of carrying~~ amount – Refer Schedule of Goodwill Impairment testing of Goodwill

Pinewood Laboratories Limited

Pinewood Laboratories Limited (“Pinewood”), incorporated in Ireland, is a step down Subsidiary of the Company. The goodwill is majorly attributable to Pinewood.

For the purposes of impairment testing, carrying amount of goodwill has been allocated to the following Cash Generating Units (CGU’s).

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Pinewood 820 802
820 802
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The recoverable amounts of the above CGU’s have been assessed using a value-in-use model. Value in use is generally calculated as the net present value of the projected post-tax cash flows plus a terminal value of the cash generating unit to which the goodwill is allocated. Initially a post-tax discount rate is applied to calculate the net present value of the post-tax cash flows.

The key assumptions used in the estimation of the recoverable amount are set out below.

The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources and future projections.

The cash flow projections included specific estimates for eight years developed using internal forecasts and a terminal growth rate thereafter. Management has considered the projection of eight years, basis the ongoing business environment and Company’s visibility of business demand. Further the growth rate considered for the eighth year is in line and consistent with the terminal growth rate. The planning horizon reflects the assumptions for short-to-mid term market developments.

The Group has used 3% long term growth rate for value in use calculation.

Discount rate reflects the current market assessment of the risks specific to a CGU or group of CGUs. The discount rate is estimated based on the weighted average cost of capital for respective CGU or group of CGUs. Post-tax discount rates used was 9.5% (Previous year - 13%).

The management believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

CP Pharmaceuticals Limited

CP Pharmaceuticals Limited (“CP Pharmaceuticals”), incorporated in UK, is a step down Subsidiary of the Company.

For the purposes of impairment testing, carrying amount of goodwill has been allocated to the following Cash Generating Units (CGU’s).

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
CP Pharmaceuticals 60 57
60 57
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The recoverable amounts of the above CGU’s have been assessed using a value-in-use model. Value in use is generally calculated as the net present value of the projected post-tax cash flows plus a terminal value of the cash generating unit to which the goodwill is allocated. Initially a post-tax discount rate is applied to calculate the net present value of the post-tax cash flows.

The key assumptions used in the estimation of the recoverable amount are set out below.

The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources and future projections.

The cash flow projections included specific estimates for five years developed using internal forecasts and a terminal growth rate thereafter. The planning horizon reflects the assumptions for short-to-mid term market developments.

The Group has used 3% long term growth rate for value in use calculation.

Discount rate reflects the current market assessment of the risks specific to a CGU or group of CGUs. The discount rate is estimated based on the weighted average cost of capital for respective CGU or group of CGUs. Post-tax discount rates used was 9.5% (Previous year - 13%).

The management believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating unit.

80

Consolidated

ANNUAL REPORT 2024-2025

Morton Grove Pharmaceuticals Inc.

Morton Grove Pharmaceuticals Inc. (“Morton Grove”), incorporated in USA, is a step down Subsidiary of the Company.

For the purposes of impairment testing, carrying amount of goodwill has been allocated to the following Cash Generating Units (CGU’s).

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Morton Grove 97 94
97 94
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The recoverable amounts of the above CGU’s have been assessed using a value-in-use model. Value in use is generally calculated as the net present value of the projected post-tax cash flows plus a terminal value of the cash generating unit to which the goodwill is allocated. Value in use also takes into account the estimated value from sales of ANDAs. Initially a post-tax discount rate is applied to calculate the net present value of the post-tax cash flows.

The key assumptions used in the estimation of the recoverable amount are set out below.

The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources and future projections.

The cash flow projections included specific estimates for five years developed using internal forecasts and a terminal growth rate thereafter. The planning horizon reflects the assumptions for short-to-mid term market developments.

The management believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating unit.

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4 5 2 6 7 2 9
As at March 31, 02 2 Supplementary information- convenience translation (See Note 2(C)) 155 As at March 31, 2023 Supplementary information- convenience translation (See Note 2(C)) 137 Total in crore 1,288 1,288<br>As at 2024 in crore USD in million 40 13 53 1,288 As at 2023 in crore USD in million 59 16 75 1,125 3 years in crore 760 760<br>March 31, March 31, More than
Net Block 4 1 5 Net Block 5 2 6
As at March 31, 2025 Supplementary information- convenience translation (See Note 2(C)) 178 As at March 31, 2024 Supplementary information- convenience translation (See Note 2(C)) 155 2-3 years in crore 184 184<br>As at March 31, 2024<br>As at 2025 in crore USD in million 31 10 41 1,520 As at 2024 in crore USD in million 40 13 53 1,288 in crore 181 181<br>March 31, March 31, 1-2 years
As at 2025 378 104 482 As at 2024 364 100 464
March 31, in crore March 31, in crore 1 year in crore 163 163
Less than <br>Exchange in crore 9 1 10 Exchange in crore 4 1 5 Total<br>Gain/(Loss) Gain/(Loss) in crore 1,520 1,520<br> in crore (3) – (3) in crore (6) (3) (9)

Deductions/ Adjustments Deductions/ Adjustments 944 944
3 years in crore
Accumulated Amortisation 8 3 11 Accumulated Amortisation 11 5 16 More than <br>the year in crore the year in crore<br>Charge for Charge for <br>As at April 01, 2024 in crore 364 100 464 As at April 01, 2023 in crore 355 97 452 2-3 years in crore 181 181

As at March 31, 2025
163 163
As at 2025 in crore 409 114 523 1,520 As at 2024 in crore 404 113 517 1,288 1-2 years in crore<br>March 31, March 31, <br>Exchange Gain/(Loss) in crore 11 1 12 20 Exchange Gain/(Loss) in crore (13) 1 (12) 12 Less than 1 year in crore 232 232
in crore (6) – (6) (8) in crore (6) (4) (10) (5)

Deductions/ Adjustments Deductions/ Adjustments
Gross Block (At Cost) in crore – – – 220 Gross Block (At Cost) in crore 9 3 12 156
Additions/ Adjustments Additions/ Adjustments
As at April 01, 2024 in crore 404 113 517 1,288 As at April 01, 2023 in crore 414 113 527 1,125
Other Intangible Assets Brands/Trademarks/Technical know-how Computer software Total Intangible assets under Development Other Intangible Assets Brands/Trademarks/Technical know-how Computer software Total Intangible assets under Development Particulars Project in progress Total
Note: Intangible assets under development ageing schedule. The Group expects to capitalise NCE’s, i.e. NCE 5222 amounting ₹ 848 crore (previous year ₹ 660 crore) by FY 2025-26/2026-27, NCE 4873 amounting ₹ 272 crore (previous year ₹ 243 crore) by FY 2025-26 and NCE 4282 amounting ₹ 312 crore (previous year ₹ 295 crore) by FY 2027-28
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82

Consolidated

ANNUAL REPORT 2024-2025

7. NON-CURRENT FINANCIAL ASSETS - INVESTMENTS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Investments carried at fair value through profit or loss
Unquoted Equity Shares:
443,482 (Previous year: 443,482) Equity Shares of Narmada Clean Tech Limited (formerly 0 0 0 0
known as Bharuch Eco-Aqua Infrastructure Limited) of ₹ 10 each fully paid up
₹ 0.44 crore (Previous year- ₹ 0.44 crore)
6,300 (Previous year: 6,300) Equity Shares of Bharuch Enviro Infrastructure Limited of
₹ 10 each fully paid up 0 0 0 0
₹ 0.01 crore (Previous year- ₹ 0.01 crore)
Total 0 0 0 0
Aggregate book value of unquoted investments
₹ 0.45 crore (Previous year- ₹ 0.45 crore) 0 0 0 0
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8. NON-CURRENT FINANCIAL ASSETS - OTHERS

• (Unsecured, considered good unless otherwise stated)

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As at As at As at As at
Particulars March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Margin money (under lien) 2 0 2 0
Deposit with maturity of more than 12 months – – 15 2
(under lien ₹ Nil crore ; Previous year - ₹ 15 crore)
Security Deposits 51 6 48 6
(Includes deposits with Related parties ₹ 48 crore; Previous year- ₹ 45 crore) - Also
refer Note 40
Total 53 6 65 8
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9. INCOME TAX Tax recognised in statement of profit and loss

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Current tax charge 7 16
Deferred tax charge/ (credit), net
Origination and reversal of temporary differences including Minimum Alternate Tax (MAT) credit entitlement 34 36
Deferred tax charge/ (credit) 34 36
Tax charge/ (credit) for the year 41 52
Tax expense recognised in other comprehensive income
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans -(charge)/ credit 1 1
Total 1 1
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Reconcil i ation of effective tax rate
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Profit/(Loss) before tax (a) (16) (420)
Tax using the Company’s domestic tax rate (Current year - 34.944% and Previous year - 34.944%) (6) (147)
Differences in tax rates of foreign jurisdictions/ tax status and intercompany adjustments (10) 7
Current tax charge pertaining to earlier years 7 –
Impact of changes in tax rates/ tax laws 4 (13)
Non-deductible tax expenses 2 2
Tax deductible expenses 1 1
Deferred tax asset not created on losses 29 176
Valuation Allowance 12 –
Incremental deduction allowed for research and development costs – (3)
Income not taxable for tax purposes (2) 29
Reversal of MAT credit entitlement 2 –
Others 2 –
Tax expense as per statement of profit and loss (b) 41 52
Effective average tax rate for the year (b)/(a) (256.25)% (12.38)%
Deferred tax assets and liabilities are attributable to the followings
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Particulars Deferred tax assets Deferred tax liabilities
As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
in crore in crore in crore in crore
Property, Plant and Equipment (238) (299) (48) (50)
Unabsorbed losses 282 405 – –
Unrealised profit on inventory/ assets 152 136 – –
Employee benefits 13 12 – –
Income/ expenses deferred for tax 60 59 – –
Additional tax benefit due to change in tax laws 32 32 – –
Allowance for credit loss 21 17 – –
Lease arrangement 29 20 – –
Loans and Borrowings – (2) – –
Other items 2 3 – –
Deferred tax assets/ (liabilities) 353 383 (48) (50)
MAT credit entitlement 196 196 13 15
Net deferred tax assets/ (liabilities) 549 579 (35) (35)
Net deferred tax assets/ (liabilities) (USD in million) 64 69 (4) (4)
Supplementary information- convenience translation (See Note 2(C))
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Movement in deferred tax assets and liabilities

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Particulars Net balance Recognised in Recognised MAT Credit March 31, 2025
April 01, 2024 profit or loss in Other utilised
Net Deferred Deferred
Comprehensive
Deferred tax asset tax
Income
tax asset/ liability
(liability)
in crore in crore in crore in crore in crore in crore ` in crore
Deferred tax asset/ (liabilities)
Property, Plant and Equipment (349) 67 (4) – (286) – (286)
Unabsorbed losses 405 (129) 6 – 282 282 –
Unrealised profit on inventory/ assets 136 16 – – 152 152 –
Employee benefits 12 1 – – 13 13 –
Income/ expenses deferred for tax 59 (1) 2 – 60 60 –
Additional tax benefit due to change in tax laws 32 – – – 32 32 –
Allowance for credit loss 17 4 – – 21 21 –
Lease arrangement 20 9 – – 29 29 –
Loans and Borrowings (2) 2 – – – – –
Other items 3 (1) – – 2 2 –
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84

Consolidated

ANNUAL REPORT 2024-2025

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Particulars Net balance Recognised in Recognised MAT Credit March 31, 2025
April 01, 2024 profit or loss in Other utilised
Net Deferred Deferred
Comprehensive
Deferred tax asset tax
Income
tax asset/ liability
(liability)
in crore in crore in crore in crore in crore in crore ` in crore
Deferred tax assets/ (liabilities) 333 (32) 4 – 305 591 (286)
MAT credit entitlement 211 – – (2) 209 209 –
Net deferred tax assets/ (Liabilities) 544 (32) 4 (2) 514 800 (286)
Net deferred tax assets/ (Liabilities) (USD in million) 65 (4) 0 (0) 61 94 (33)
Supplementary information- convenience translation (See Note 2(C))
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Particulars Net balance Recognised in Recognised MAT Credit March 31, 2024
April 01, 2023 profit or loss in Other utilised
Net Deferred Deferred
Comprehensive
Income Deferred tax asset tax liability
tax asset/
(liability)
in crore in crore in crore in crore in crore in crore ` in crore
Deferred tax asset/(liabilities)
Property, Plant and Equipment (337) (11) (1) – (349) – (349)
Unabsorbed depreciation/ losses 439 (37) 3 – 405 405 –
Unrealised profit on inventory/ assets 131 5 – – 136 136 –
Employee benefits 12 (1) 1 – 12 12 –
Income/ expenses deferred for tax 63 (5) 1 – 59 59 –
Additional tax benefit due to change in tax laws 31 1 – – 32 32 –
Allowance for credit loss 17 0 – – 17 17 –
Lease arrangement 20 – – – 20 20 –
Loans and Borrowings (2) – – – (2) – (2)
Other items (11) 14 – – 3 3 –
Deferred tax assets/ (Liabilities) 363 (34) 4 – 333 684 (351)
MAT credit entitlement 213 – – (2) 211 211 –
Net deferred tax assets/ (Liabilities) 576 (34) 4 (2) 544 895 (351)
Net deferred tax assets/ (Liabilities) (USD in million) 70 (4) 0 0 65 107 (42)
Supplementary information- convenience translation (See Note 2(C))
Notes:
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• i) The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

MAT credit balance as on March 31, 2025 amounts to ₹ 209 crore (Previous year: ₹ 211 crore). Based on current business prospects and actions taken to implement the Group’s business strategies including expected monetisation of assets, it is probable that the said MAT credit and business loss will be availed in future years against the normal tax expected to be paid in those years.

ii) Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

• iii) Deferred tax liabilities have not been recognised for taxable temporary differences arising on investments in subsidiaries where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

iv) Aggregate temporary difference and carried forward tax losses/ unabsorbed depreciation for which no deferred tax has been created amounted to ₹ 731 crore (Previous year - ₹ 889 crore). These tax losses are available for set off against future taxable profits over next 8 years.

v) Carried forward tax losses

Tax losses for which the Company has not recognised deferred tax asset will expire as follows.

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March 31, 2025 March 31, 2024
Particulars (₹ in crore) Expiring within Expiring within Total Expiring within Expiring within Total
5 years 6-8 years 5 years 6-8 years
Losses for which no deferred tax is recognised 278 453 731 – 619 619
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vii) Aggregate temporary differences and carried forward tax losses for which Wockhardt Holding Corp. (“WHC”), a subsidiary of the Group, has not created deferred tax amounted to ₹ 591 crore (Previous year - ₹ 588 crore).

viii) Carried forward tax losses

• Tax losses for which Wockhardt Holding Corp. (“WHC”), a subsidiary of the Group, has not recognised deferred tax asset will expire as follows.

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March 31, 2025 March 31, 2024
Particulars (₹ in crore) Never Expire Expiring Total Never Expire Expiring Total
between between
2025-2036 2025-2036
Losses for which no deferred tax is recognised 513 78 591 404 184 588
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10. OTHER ~~N~~ ON-CURRENT ASSETS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Capital Advances 10 1 9 1
Security Deposits (Refer note 10.1 below) 21 3 14 2
Other advances (Refer note 10.2 below) 80 9 78 9
Total 111 13 101 12
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The above amounts are net of provision amounting ₹ 8 crore (Previous year - ₹ 8 crore)

Note 10.1

Includes balances with Government and Semi-Government authorities amounting ₹ 19 crore (Previous year - ₹ 13 crore)

Note 10.2

Includes balances with Government authorities amounting ₹ 76 crore (Previous year - ₹ 75 crore)

11. INVENTORIES

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Raw Materials, packing materials and components 169 20 199 24
Goods-in-transit 8 1 5 1
177 21 204 24
Work-in-progress 54 6 49 6
Stock-in-trade 118 14 111 13
Finished goods (Including Goods-in-transit Nil (Previous year: ₹ 4 crore) 208 24 167 20
Stores and spares 168 20 109 13
Total 725 85 640 77
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Notes:

• a) Inventories are valued at cost or net realizable value, whichever is lower.

• b) Write down of inventories to net realisable value, and provision of slow moving and non moving items for the year ₹ 30 crore (Previous year: ₹ Nil crore). These have been recognised as an expense during the year and these provisions are included in cost of materials consumed or changes in inventory of finished goods, work-in-progress and stock-in-trade.

c) Raw material inventory includes certain inventory of ₹ 30 crore (Previous year- ₹ 32 crore) (net), expiring by August 2025. The Company is confident of using this inventory in new products scheduled to be launched in future. Accordingly no provision has been made for the same.

This reversal is on account of reversal of provision created earlier on certain inventories considered as non-moving/slow moving.

12. CURRENT FINANCIAL ASSETS-INVESTMENT

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Investments carried at fair value through profit or loss:
Quoted Mutual funds 422 49 – –
Total 422 49 – –
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86

Consolidated

ANNUAL REPORT 2024-2025

13. CURRENT FINANCIAL ASSETS-TRADE RECEIVABLES

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Unsecured, considered good 676 79 630 76
Less: Allowance for expected credit loss (15) (2) (12) (1)
Total 661 77 618 74
Unsecured credit impaired 181 21 146 18
Less: Allowance for expected credit loss (181) (21) (146) (18)
Total – – – –
Total 661 77 618 74
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Notes:

• 13.1 Trade receivables include dues from private companies in which any director is a director or a member ₹ 0.97 crore (Previous year: ₹ 2 crore). [Also refer Note 43 for information about credit risk and market risk of trade receivables].

• 13.2 The Group sold with recourse trade receivables to a bank for cash proceeds. These trade receivables have not been derecognised from the balance sheet, because the Group retains substantially all of the risks and rewards – primarily credit risk. The amount received on transfer has been recognised as a secured bank borrowings (Refer Note 21). The arrangement with the bank is such that the customers remit cash directly to the Group and the Group transfers the collected amounts to the bank.

13.3 Trade Receivables ageing schedule

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Particulars As at March 31, 2025
Less than 6 Months- More than
Not Due 6 months 1 year 1-2 years 2-3 years 3 years Total
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
(i) Undisputed Trade receivables – considered good 415 120 40 39 35 27 676
(ii) Undisputed Trade Receivables – credit impaired – – – – 62 119 181
415 120 40 39 97 146 857
Less: Allowance for credit loss (1) (2) (1) (5) (68) (119) (196)
Total 414 118 39 34 29 27 661
Particulars As at March 31, 2024
Less than 6 Months- More than
Not Due 6 months 1 year 1-2 years 2-3 years 3 years Total
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
(i) Undisputed Trade receivables – considered good 364 179 31 18 13 25 630
(ii) Undisputed Trade Receivables – credit impaired – – – – 32 114 146
364 179 31 18 45 139 776
Less: Allowance for credit loss (1) (1) (1) (6) (35) (114) (158)
Total 363 178 30 12 10 25 618
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14.1 CURRENT FINANCIAL ASSETS-CASH AND CASH EQUIVALENTS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Bank balances
In current accounts 112 13 505 61
112 13 505 61
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14.2 CURREN ~~T~~ FINANCIAL ASSETS-OTHER BANK BALANCES

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
In current accounts (balances subject to restrictions under Qualified Institutional – – 1 0
placement and NCDs)
Deposits with original maturity of less than 3 months (under lien) – – 4 0
Deposits with original maturity of more than 3 months but less than 12 months 37 4 6 1
(under lien)
Deposits with original maturity equal to 12 months (under lien) – – 10 1
Deposits with original maturity of more than 12 months (under lien) – – 0 0
previous year - ₹ 0.46 crore –
Margin money (under lien) 42 5 3 0
Total 79 9 24 3
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15. CURRENT FINANCIAL ASSETS-OTHERS

(Unsecured, considered good unless otherwise stated)

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Deposits and other receivables (Refer Note 40) 54 6 18 2
Total 54 6 18 2
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16. OTHER CURRENT ASSETS

(Unsecured, considered good unless otherwise stated)

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Advances to suppliers (Refer note 16.1 below) 98 11 47 6
Balances with / receivable from statutory / government authorities 240 28 156 19
Other advances (Refer note 16.2 below) 74 9 65 8
Total 412 48 268 32
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Note 16.1

Advances to suppliers include dues from private companies in which any director is a director or a member ₹ Nil (Previous year: ₹ 1 crore).

Note 16.2

Other advances includes inventory of Saleable goods ₹ 4 crore (Previous year: ₹ 2 crore).

Further the above balances are net of provisions amounting ₹ 23 crore (Previous year- ₹ 35 crore).

88

Consolidated

ANNUAL REPORT 2024-2025

17. EQUITY SHARE CAPITAL

(a) Authorised share capital

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Particulars As at March 31, 2025 As at March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
250,000,000 (Previous Year - 250,000,000) Equity shares of ₹ 5/- each 125 15 125 15
2,000,000,000 (Previous year - 2,000,000,000) Preference shares of ₹ 5/- each. (There are no 1,000 117 1,000 120
preference shares outstanding as of the balance sheet date.)
1,125 132 1,125 135
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• (b) Issued, Subscribed and Paid up

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Particulars As at March 31, 2025 As at March 31, 2024
No. of No. of
Shares in crore USD in million Shares in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Equity :
Outstanding as at the beginning of the year 153,400,936 77 9 144,088,323 72 9
Add: Shares issued during the year pursuant to 9,049,773 4 0 9,285,163 5 0
Qualified Institutional Placement
Add: Shares issued during the year pursuant to ESOS 34,860 0 0 27,450 0 0
₹ 0.02 crore (Previous year- ₹ 0.01 crore)
Outstanding as at the end of the year 162,485,569 81 9 153,400,936 77 9
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• a) During the year, in accordance with provisions of the Companies Act, 2013 and other related laws, the Company has allotted 9,049,773 Equity Shares of face value of ₹ 5 per Equity Share at price of ₹ 1,105 per Equity Share, aggregating to ₹ 1,000 crores through Qualified Institutional Placement (QIP). In the previous year, the Company had similarly allotted 9,285,163 equity shares, each with a face value of ₹ 5, at an issue price of ₹ 517 per share, aggregating to ₹ 480.04 crores.

Details of the utilization of proceeds from QIP:

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Current year Previous year
Purpose of Utilization
₹ in crore ₹ in crore
Loan repayment 516 10
Payment of QIP related expenses 22 13
Other payments (Capital, R&D and other general expenses) 485 0
1,023 23
Amount parked in bank account/FDs/MFs as on the balance sheet date 434 457
Amount retained towards QIP issue expenses 4 4
Net unutilised balance 430 453
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• b) The Company has only one class of equity shares having a par value of ₹ 5/- per share. Each holder of equity shares is entitled to one vote per share held and is entitled to dividend, if declared at the Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Shares reserved for issue under options:

185,595 (Previous year - 220,455) equity shares of face value ₹ 5 each have been reserved for issue under Wockhardt Stock Option Scheme -2011.

d) Details of equity shares held by each shareholders holding more than 5% of total equity shares:

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Name of the shareholder As at March 31, 2025 As at March 31, 2024
No. of Shares % of Holding No. of Shares % of Holding
Themisto Trustee Company Private Limited which holds these shares in its capacity as
the trustee of Habil Khorakiwala Trust which in turn holds these shares in its capacity as
the partner of the partnership firm Humuza Consultants. 65,244,744 40.15% 65,244,744 42.53%
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• includes 14,546,882 Equity Shares (Previous year - 40,824,800) pledged

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e) Det ~~a~~ ils of equity shares held by Promoters:

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Name of the Promoter As at March 31, 2025 As at March 31, 2024 % Change during
No. of Shares % of Holding No. of Shares % of Holding the year
Habil F Khorakiwala 595,486 0.37% 597,286 0.39% -0.30%
Themisto Trustee Company Private Limited on behalf of Humuza Consultants 65,244,744 40.15% 65,244,744 42.53% –
Themisto Trustee Company Private Limited on behalf of Habil Khorakiwala
Trust 130,000 0.08% 130,000 0.08% –
Murtaza Habil Khorakiwala 294,060 0.18% 294,060 0.19% –
Huzaifa Habil Khorakiwala 280,800 0.17% 280,800 0.18% –
Nafisa Habil Khorakiwala 5,565 0.003% 5,565 0.004% –
Miqdad H Khorakiwala 2,340 0.001% 2,340 0.002% –
Callirhoe Trustee Company Private Limited on behalf of Lysithea Discretionary
Trust 936,751 0.58% 936,751 0.61% –
Callirhoe Trustee Company Private Limited on behalf of Lysithea Consultants 3,112,079 1.92% 2,660,000 1.73% 17.00%
Pasithee Trustee Company Private Limited on behalf of HNZ Discretionary
Trust 650,000 0.40% 650,000 0.42% –
Pasithee Trustee Company Private Limited on behalf of HNZ Consultants 4,420,000 2.72% 4,420,000 2.88% –
Ananke Trustee Company Private Limited on behalf of Amalthea Discretionary
Trust 274,530 0.17% 274,530 0.18% –
Ananke Trustee Company Private Limited on behalf of Amalthea Consultants 3,810,693 2.35% 3,660,000 2.39% 4.12%
79,757,048 49.09% 79,156,076 51.60%
Name of the Promoters As at March 31, 2024 As at March 31, 2023 % Change during
No. of Shares % of Holding No. of Shares % of Holding the year
Habil Khorakiwala 597,286 0.39% 597,286 0.41% –
Themisto Trustee Company Private Limited on behalf of Humuza Consultants 65,244,744 42.53% 69,544,744 48.27% -6.18%
Themisto Trustee Company Private Limited on behalf of Habil Khorakiwala
Trust 130,000 0.08% 130,000 0.09% –
Murtaza Habil Khorakiwala 294,060 0.19% 294,060 0.20% –
Huzaifa Habil Khorakiwala 280,800 0.18% 280,800 0.19% –
Nafisa Habil Khorakiwala 5,565 0.004% 5,565 0.004% –
Miqdad H Khorakiwala 2,340 0.002% 2,340 0.002% –
Callirhoe Trustee Company Private Limited on behalf of Lysithea Discretionary
Trust 936,751 0.61% 936,751 0.65% –
Callirhoe Trustee Company Private Limited on behalf of Lysithea Consultants 2,660,000 1.73% 4,160,000 2.89% -36.06%
Pasithee Trustee Company Private Limited on behalf of HNZ Discretionary
Trust 650,000 0.42% 650,000 0.45% –
Pasithee Trustee Company Private Limited on behalf of HNZ Consultants 4,420,000 2.88% 4,420,000 3.07% –
Ananke Trustee Company Private Limited on behalf of Amalthea Discretionary
Trust 274,530 0.18% 274,530 0.19% –
Ananke Trustee Company Private Limited on behalf of Amalthea Consultants 3,660,000 2.39% 4,160,000 2.89% -12.02%
79,156,076 51.60% 85,456,076 59.31%
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90

Consolidated

ANNUAL REPORT 2024-2025

18. NON-CURRENT FINANCIAL LIABILITY-BORROWINGS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Secured
Term loans
From banks / financial institutions (Refer Note 18.1 below) 274 32 – –
274 32 – –
Unsecured
Loans from Department of Science and Technology, Government of India ['GOI'] 1 0 2 0
(Refer note 18.3 below)
Loan from related parties (Refer note 18.6 below) 936 110 889 107
Total 1,211 142 891 107
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Note 18.1

Term Loan availed by Pinewood Laboratories Limited of Euro 28 million (Previous year: Euro 24.75 million) amounting to ₹ 258 crore (Previous year: ₹ 223 crore) is secured by:

• (i) First Ranking fixed and floating charge over all the present and future assets and undertakings of Pinewood Laboratories Limited.

(ii) First Ranking charge over ordinary shares of Pinewood Laboratories Limited and other investments held by Wockpharma Ireland Limited. The loan carries interest of EURIBOR01 + Cash Margin 8% p.a (EURIBOR01 floor of 2%).

The repayment schedule is as follows:

• a) Euro 2.4 million is repayable in quarterly installment of Euro 0.8 Mn from September 30, 2025 to March 31, 2026 and after that Euro 9 million is repayable in quarterly installment of Euro 1 Mn from June 30, 2026 to June 30, 2028 and balance Euro 16.6 Mn payable in July 2028.

• b) In the current year we have repaid the full amount of previous loan of 1st tranche and 2nd tranche of Euro 15.50 Mn and Euro 9.25 Mn respectively.

Note 18.2

25,000 13.75% Secured Non-Convertible Debentures of ₹ 38,600 each aggregating ₹ 97 crore has been repaid and security given against the aforesaid debentures stands released.

Note 18.3

Loans from GOI carry interest rate of 3% p.a. Loan amounting to ₹ 2 crore (Previous year- ₹ 2 crore) is repayable in equal annual instalments by March 2029.

Note 18.4

Loan from STCI Finance Limited with interest rate 12.40% (Previous year- 13%) is secured by way of first paripassu charge on present and future movable fixed assets of the Company and, pledge of shares of Company held by Themisto Trustee Company Private Limited which holds these shares in its capacity as the trustee of Habil Khorakiwala Trust, Which in turn holds these shares in its capacity as the partner of the Partnership firm Humuza Consultants.

The above loan shall be repaid at the end of 36 months with a call/put option every 6-12 months and has been shown under ‘Current maturities of long term debt’.

Note 18.5

Current maturities of the above borrowings have been disclosed under Note 21.

Note 18.6

Borrowings from related parties amounting ₹ 936 crores are repayable by June 20 2027 with an option to the Company to further renew the loan basis Company’s assessment of the cash flows and liquidity position on that date.

Loans from related parties carry interest rate in the range of 6.05 % p.a to 13.10 % p a.

91

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19. NON-CU ~~R~~ RENT LIABILITY-OTHERS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Deferred revenue 66 8 72 9
Total 66 8 72 9
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20. PROVISIONS (NON-CURRENT)

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Provision for employee benefits (Refer note 37)
Compensated Absences (unfunded) 9 1 9 1
Gratuity (unfunded) 20 2 19 2
Total 29 3 28 3
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21. CURRENT FINANCIAL LIABILITY - BORROWINGS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
(a) Secured
Working capital facilities from banks (Refer Note 21.1 below) 217 25 491 59
Purchase financing (Refer Note 21.2 below) 4 0 19 2
Trade Receivables financing (Refer Note 21.3 below) 31 4 83 10
(b) Unsecured
Loan from related parties (Refer Note 40) 244 29 218 26
Other loans (Refer Note 21.5 below) – – 21 3
(c) Current maturities of long-term debt (Refer note 18) 152 18 389 47
Total 648 76 1,221 146
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Note 21.1

Working capital facilities from Banks are secured by way of :

(i) First charge on pari passu basis on present and future stock of raw materials, consumables, spares, semi-finished goods, finished goods, book debts and other current assets.

(ii) Second charge on pari passu basis on immovable properties and movable fixed assets, both present and future, located at all locations (other than plants at Kadaiya in Daman).

Note 21.2

Purchase financing from financial institution is secured against unconditional and irrevocable Bank Guarantees that stands as guarantee under this facility.

Note 21.3

Trade receivable financing is secured against the book debts of Wockhardt UK Limited, present and future.

92

Consolidated

ANNUAL REPORT 2024-2025

Note 21.4

Refer note 13 to 15 for carrying amount of current financial assets on which charge has been created.

Note 21.5

During the year, US subsidiary has repaid the unsecured loan availed in the previous year of USD 2.55 mn amounting to ₹ 21 crores.

22. CURRENT FINANCIAL LIABILITY-TRADE PAYABLES

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Trade payables
Total outstanding dues of micro enterprises and small enterprises 47 5 28 3
Trade payables 545 64 738 89
Total 592 69 766 92
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The carrying amount of trade payables as at reporting date approximates fair value

In the previous year, the Company has written back interest amounting to ₹ 19 crore with respect to delayed payments to MSME vendors , basis the ageing of the dues, confirmation received from the vendors, considering the relevant regulatory provision, and basis the opinion obtained from external lawyer.

Note:

Trade Payables ageing schedule

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Particulars As at March 31, 2025
Less than More than
Not due 1 Year 1-2 Years 2-3 Years 3 Years Total
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
(i) Undisputed outstanding dues of micro enterprises and small enterprises 28 16 2 1 – 47
(ii) Undisputed outstanding dues of creditors other than micro enterprises and 250 187 37 34 37 545
small enterprises
Total 278 203 39 35 37 592
Trade payables includes accrued expenses.
Particulars As at March 31, 2024
Less than More than
Not due 1 Year 1-2 Years 2-3 Years 3 Years Total
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
(i) Undisputed outstanding dues of micro enterprises and small enterprises 11 13 3 1 – 28
(ii) Undisputed outstanding dues of creditors other than micro enterprises and 290 379 23 21 25 738
small enterprises
Total 301 392 26 22 25 766
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** Trade payables includes accrued expenses.

93

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23. CURREN ~~T~~ FINANCIAL LIABILITY-OTHERS

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Other payables
Security deposits 13 2 13 2
Employee liabilities 28 3 41 5
Payable for capital goods 39 4 78 9
Payable for claims – – 49 6
Other liabilities (includes interest under MSMED Act referred in Note 22) 349 41 337 40
Total 429 50 518 62
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24. OTHER CURRENT LIABILITIES

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Payable for statutory dues 53 6 59 7
Advance received from customers against supplies 178 21 97 12
Deferred revenue 7 1 7 1
Total 238 28 163 20
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25. PROVISIONS (CURRENT)

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Provision for employee benefits (Refer note 37)
Compensated Absences (unfunded) 4 0 4 0
Gratuity (unfunded)/ Pension and other benefits 7 1 7 1
11 1 11 1
Other provisions
Provision for sales return (Refer note 25.1 below) 38 5 23 3
Provision for medicaid rebates (Refer note 25.2 below) 4 0 5 1
Total 53 6 39 5
Note 25.1
Movement of provision for sales return
Opening Balance 23 3 21 3
Recognised during the year 23 3 18 2
Utilised during the year (8) (1) (9) (1)
Reversed during the year – – (7) (1)
Closing Balance 38 5 23 3
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Provision has been recognised for expected sales return on date expiry of products sold during 2-3 years.

94

Consolidated

ANNUAL REPORT 2024-2025

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Note 25.2
Movement of provision for Medicaid rebates
Opening Balance 5 0 10 1
Recognised during the year 17 2 23 3
Utilised during the year (18) (2) (28) (3)
Closing Balance 4 0 5 1
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Provision for Medicaid Rebate made based on the past trend of expected settlements of these claims in the future.

26. REVENUE FROM OPERATIONS (REFER NOTE 33)

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Sale of products 2,911 342 2,699 324
Sale of services 0 0 0 0
Current year- ₹ 0.06 crore (Previous year- ₹ 0.04 crore)
Sale of intellectual property 4 0 90 11
Other operating income - export incentives/ cost recovery 97 11 9 1
Total 3,012 353 2,798 336
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27. OTHER INCOME

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Interest income 16 2 6 1
Dividend received 0 0 0 0
₹ 0.0017 crore (Previous year- ₹ 0.0014 crore)
Exchange fluctuation gain, net – – 2 0
Other non-operating income (Refer note below) 46 5 75 9
Total 62 7 83 10
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Note:

Other non-operating income includes: (a) Liabilities no longer required written back of ₹ 23 crore (Previous year : ₹ 43 crore).

95

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28. CHANGE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Opening Inventories
Finished goods 168 20 155 19
Stock in trade 111 13 105 13
Work-in-progress 49 6 54 6
Add: Inventory for Saleable Returns 2 0 1 0
Total 330 39 315 38
Closing Inventories
Finished goods 207 24 167 20
Stock in trade 118 14 111 13
Work-in-progress 54 7 49 6
Add: Inventory for Saleable Returns 4 0 2 0
Total 383 45 329 39
(Increase)/ Decrease in Inventories (53) (6) (14) (2)
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29. EMPLOYEE BENEFITS EXPENSE

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Salaries and wages (Refer note 37) 574 67 559 67
Contribution to provident and other funds (Refer note 37) 48 6 43 5
Share based payments to employees (Refer note 38) 1 0 1 0
Staff welfare expenses 28 3 26 3
Total 651 76 629 75
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30. FINANCE COSTS

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Interest expense
Interest expense on financial liabilities measured at 203 24 244 29
amortised cost
On lease liabilities 16 2 23 3
Others 31 4 24 3
Other borrowing costs 4 0 14 2
Net loss on foreign currency transactions and translation 0 0 0 0
₹ 0.14 crore (Previous year - ₹ 0.14 crore)
Total 254 30 305 37
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96

Consolidated

ANNUAL REPORT 2024-2025

31. OTHER EXPENSES

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Traveling and conveyance 35 4 31 4
Freight and forwarding charges 61 7 64 8
Sales promotion and other selling cost 48 6 31 4
Commission on sales 28 3 30 4
Power and fuel 113 14 107 13
Stores and spare parts consumed 71 8 54 6
Chemicals 22 3 21 3
Rent and amenity charges (Refer note 35) 34 4 36 4
Rates and taxes 8 1 15 2
Repairs to buildings 4 0 5 1
Repairs to Plant and machinery 24 3 21 3
Repairs and Maintenance - others 49 6 41 5
Insurance 22 3 28 3
Legal and professional fees 95 11 77 9
Directors' sitting fees (Refer note 40) 1 0 1 0
Provision for doubtful advances 3 0 14 2
Allowance for credit loss and Bad debts (net of reversals/recovery) 4 0 40 5
Miscellaneous expenses 210 25 218 26
Total 832 98 834 100
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32. EARNINGS PER SHARE

The calculations of Earnings per share (EPS) (basic and diluted) are based on the earnings and number of shares as computed below: Reconciliation of earnings

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Loss attributable to equity holders of the Company (47) (6) (463) (56)
Reconciliation of number of equity shares
Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
Weighted average number of shares in calculating Basic EPS 156,909,209 144,252,058
Add: Weighted average number of shares under ESOS 194,577 222,461
Weighted average number of equity shares adjusted for Diluted EPS 157,103,785 144,474,519
Earnings per share (face value ₹ 5/- each)
Earnings per share - Basic in ₹/ USD (3.02) (0.04) (32.05) (0.38)
Earnings per share - Diluted in ₹/ USD (3.02) (0.04) (32.05) (0.38)
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33. REVENU ~~E~~ :

• ~~a) As per Ind AS 115:~~ “ ~~Reve~~ nue from Contracts with Customers”, the Group has classified its Revenue as :

• Sale of products and services: Revenue is recognised when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control over the promised goods and/or services to the customer. This transfer of control is generally at a point of time of shipment to or receipt of products by the customer or when the services are performed. The amount of Revenue to be recognised is based on the consideration the Group expects to receive in exchange for its goods/services. If the contract contains more than one obligation, the consideration is allocated based on the standalone selling price of each performance obligation.

  • Rebates, discounts, commissions, chargeback and bonuses (including cash discounts offered to customers for prompt payment) are provisioned and recorded as deduction from revenue at the time the related revenue is recorded. These rebates are calculated based on the historical experience and the specific terms in individual agreements. Sales returns are recognised and recorded as deductions based on historical experience of customer returns and such other relevant factors.

• Sale of intellectual property, Assignment of New Chemical Entity and Outlicensing fees: Revenue is recognised when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control to the customer taking into consideration the specific terms of the agreement and when the risk of reversal of revenue recognition is remote.

  • There is no significant financing component as the credit period provided by the Group is not significant.

Variable components such as discounts, chargeback, sales returns etc. continues to be recognised as deductions from revenue in compliance with Ind AS 115.

• b) Disaggregation of Revenue from operations:

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Particulars (for details refer note 26) For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Total revenue from Customers 2,915 342 2,789 335
Other Operating income 97 11 9 1
Total 3,012 353 2,798 336
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Reconciliation of revenue from operations as per contract price and as recognised in statement of profit and loss:

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Total Gross revenue, net of estimated returns as refered in Note 25.1. 3,770 442 3,596 432
Less: Discounts, rebates, chargeback and other adjustments (855) (100) (807) (97)
Revenue from contract with customers 2,915 342 2,789 335
Other Operating income 97 11 9 1
Total 3,012 353 2,798 336
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98

Consolidated

ANNUAL REPORT 2024-2025

c) Movement in contract liabilities:

The contract liabilities consists advance received from customers for goods/services to be supplied and deferred revenue. Revenue shall be recognised on transfer of control of goods /services rendered.

Movement in advance received from customer against supplies

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Opening balances 97 12 66 8
Add: Advances received during the year 360 42 296 36
Less: Income booked during the year (279) (33) (265) (32)
– – – –
Foreign currency translation
Closing balance 178 21 97 12
Expected revenue recognition from remaining performance obligations :
- with in one year 178 21 97 12
- more than one year – – – –
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Movement in deferred revenue

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Particulars As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Opening balances 79 10 85 10
– – – –
Add: cash received during the year
Less: revenue recognised during the year (7) (1) (7) (1)
Foreign currency translation 1 0 1 0
Closing balance 73 9 79 9
Expected revenue recognition from remaining performance obligations :
-with in one year 7 1 7 1
-more than one year 66 8 72 9
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34. SEGMENT REPORTING

The Group is primarily engaged in pharmaceutical business which is considered as the only reportable business segment.

The Chief operating decision makers monitor the operating results of its pharmaceutical business as a whole for the purpose of making decisions about resource allocation and performance assessment.

Information about reportable segments:

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
External revenue in the above reportable business segment 3,012 353 2,798 336
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Informatio ~~n~~ about geographical areas:

~~a) Revenue from external~~ customers:

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
India 671 79 603 72
USA 88 10 147 18
Europe 1,543 181 1,416 170
Rest of the world 710 83 632 76
Total 3,012 353 2,798 336
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Revenue in different geographical areas is based on ultimate utilisation of product

b) Non current assets excluding assets classified as held for sale (other than financial instruments, deferred tax assets and non-current tax assets)

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For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
India 2,308 270 2,079 249
USA 98 11 98 12
Europe 2,159 253 2,219 266
Rest of the world 315 37 308 37
Total 4,880 571 4,704 564
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c) Information about major customer:

There are no major customers contributing to more than 10% of the total revenue.

35. LEASES

Lease liability as on the balance sheet date is as follows:

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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Non-current portion 95 170
Current 67 74
Total 162 244
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The weighted average incremental borrowing rate used for discounting is in the range of 3.37% to 9.65%

Refer Note 30 for interest on lease liabilities

Also refer Note 4 for details of Right-of-Use Assets and Depreciation there on.

The summary of practical expedients elected on initial application are as follows

The Group has availed the exemption of not recognising right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application.

The Group’s lease asset classes primarily consist of leases for land and buildings. The leases for land/buildings are generally for a period ranging 10 years to 99 years. These leases can be extended for further 10 years to 99 years by mutual consent. Office premises are generally for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms. There are no restrictions imposed by lease arrangements or contingent rent payable. Certain portion of the land has been subleased.

In case of land that have been leased out for 95 years to 99 years, there are no material annual payments for the aforesaid leases.

Rental expenses on leases for a period of less than 12 months amounting to ₹ 2.36 crore (Previous year : ₹ 0.64 crore) and rent for low value assets amounting to ₹ 0.01 crore (Previous year : ₹ 0.18 crore) have been included under Note 31-Other expenses under Rent and amenity charges. Further, Refer Note 43 for maturity profile of lease liabilities.

100

Consolidated

ANNUAL REPORT 2024-2025

36. EXPENDITURE ON RESEARCH AND DEVELOPMENT

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Particulars For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Capital 222 26 149 18
Revenue 119 14 132 16
341 40 281 34
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• Including intangible assets under development and excluding foreign currency translation reserve on intangible assets under development.

37. EMPLOYEE BENEFITS

Defined benefit plans -

Gratuity liability is provided in accordance with the provisions of the Payment of Gratuity Act, 1972 based on actuarial valuation. The plan provides a lump sum gratuity payment to eligible employee at retirement ,termination of their employment or death of the Employee. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method. Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:

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(A) Particulars As at As at
March 31, 2025 March 31, 2024
Gratuity Gratuity
(Non-funded) (Non-funded)
in crore in crore
I. Expenses recognised in Profit or Loss:
1. Current Service Cost 2 2
2. Interest cost 2 2
Total Expenses 4 4
II. Expenses recognised in Other Comprehensive income:
1. Actuarial changes arising from changes in demographic assumptions – (1)
2. Actuarial changes arising from changes in financial assumptions 1 2
3. Actuarial changes arising from changes in experience adjustments 0 0
₹ 0.36 crore in current year (Previous year - ₹ 0.03 crore)
Total Expenses 1 1
III. Net Asset /(Liability) recognised as at balance sheet date:
1. Present value of defined benefit obligation 27 26
Net Asset /(Liability) (27) (26)
IV. Reconciliation of Net Asset / (Liability) recognised as at balance sheet date:
1. Net Asset/(Liability) at the beginning of year (26) (25)
2. Expense as per (I) & (II) above (5) (5)
3. Benefit paid 4 4
4. Net asset/(liability) at the end of the year (27) (26)
V. Maturity profile of defined benefit obligation
1. Within the next 12 months (next annual reporting period) 7 7
2. Between 2 and 5 years 14 13
3. Between 6 and 10 years 9 9
4. Weighted average duration (years) 5 5
VI. Quantitative sensitivity analysis for significant assumptions is as below:
1. Increase/(decrease) on present value of defined benefit obligation at the end of the year
(i) 0.5 percent point increase in discount rate (1) (1)
(ii) 0.5 percent point decrease in discount rate 1 1
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(A) Part i culars As at As at
March 31, 2025 March 31, 2024
Gratuity Gratuity
(Non-funded) (Non-funded)
in crore in crore
(iii) 0.5 percent point increase in rate of salary increase 1 1
(iv) 0.5 percent point decrease in rate of salary increase (1) (1)
(v) 10 percent point increase in attrition rate 0.15 0.19
(vi) 10 percent point decrease in attrition rate (0.17) (0.20)
2. Sensitivity analysis method
Sensitivity analysis is determined based on the expected movement in liability by varying a single parameter
while keeping all the other parameters unchanged.
VII. Actuarial Assumptions:
1. Discount rate (p.a.) 6.65% 7.15%
2. Expected rate of salary increase (p.a.) 3.00% 3%
3. Attrition rate 40% at lower service 40% at lower service
reducing to 10% at reducing to 10% at
higher service higher service
4. Mortality Age 20 years- 0.09%; Age 20 years- 0.09%;
Age 30 years- 0.10%; Age 30 years- 0.10%;
Age 40 years- 0.17% Age 40 years- 0.17%
Age 50 years- 0.44% Age 50 years- 0.44%
Age 60 years- 1.12% Age 60 years- 1.12%
5. Weighted average duration as on the balance sheet date - 4.99 years (Previous year - 5.07 years)
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• (a) Amount recognised as an expense in the Statement of Profit and Loss and included in Note 29 under Salaries and wages:

• Gratuity ₹ 4 Crore (Previous year - ₹ 4 crore) and Leave encashment ₹ 4 crore (Previous year - ₹ 4 crore)

• The above amount includes amount pertaining to Key Managerial personnel ₹ 1 crore (Previous year- ₹ 1 crore)

• (b) The plan above is typically exposed to actuarial risk such as Mortality risk, withdrawal rate risk and salary risk

• Mortality risk: The present value of the Defined benefit plan liability is calculated by reference to the best estimate of the mortality plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

• Withdrawal rate risk: The plan faces the withdrawal rate risk. If the actual withdrawal rate is higher, the benefits would be paid earlier than expected.

• Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

• (c) Expected Employers contribution for the next year is Nil

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(B) Defined contribution plan -

The Company makes contributions towards provident fund and superannuation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.

Amount recognised as an expense in the Statement of Profit and Loss - included in Note 29 - Contribution to provident and other funds:

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Provident fund 10 10
Others (Employee State insurance and other funds) 2 2
Total 12 12
The above amount includes amount pertaining to Key Managerial personnel 1 1
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(II) Defined contribution plans (In respect of CP Pharmaceuticals Limited, Wockhardt UK Limited and Pinewood Laboratories Limited)

During the year, the Group operated a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to ₹ 15 crore (Previous year : ₹ 13 crore). The outstanding pensions creditor is ₹ 2 crore (Previous year : ₹ 2 crore).

102

Consolidated

ANNUAL REPORT 2024-2025

Defined benefit plans of CP Pharmaceuticals Limited:

The company operates a funded defined pension scheme. The assets of the scheme are held separately from those of the company.

The scheme closed to new entrants at the end of February 2004 and all pension accruals ceased on that date. The current service costs will increase as members approach retirement.

The trustees of the pension schemes are required by law to act in the interest of the fund and of all relevant stakeholders in the scheme and are responsible for the investment policy with regard to the assets of the schemes and all other governance matters. The board of trustees must be composed 50% representatives of the Company and plan participants in accordance with the plan’s regulations.

Through its defined benefit plans, the company is exposed to equity price risks, changes in bond yields, inflation risks and risks arising due to changes in life expectancy.

The Balance Sheet net defined benefit liability is determined as follows:

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Present value of defined benefit obligations (306) (333)
Fair value of plan assets 395 421
89 88
Less: Restriction to the amount that can be recognised (89) (88)
– –
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Changes in the present value of the defined benefit obligations are as follows:

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Defined benefit obligation, beginning of the year 333 326
Interest expense 16 15
Benefits paid (17) (15)
Remeasurements: Actuarial (gains) and losses (43) (4)
– –
Past service costs including curtailments
Foreign currency translation 17 11
Defined benefit obligation, end of the year 306 333
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Changes in the fair value of plan assets are as follows:

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Fair value of plan assets, beginning of the year 421 507
Interest income 20 24
Benefits paid (17) (15)
– –
Contributions by employer
Remeasurements: Actuarial gains and losses (51) (112)
Foreign currency translation 22 17
Fair value of plan assets, end of the year 395 421
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103

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The tota l costs for the year in relation to defined benefit plans are as follows:
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Recognised in profit or loss:
Net interest/ (income) expense (4) (9)
(4) (9)
Recognised in other comprehensive income:
Remeasurements actuarial gains and losses on fair value of plan asset 51 112
Remeasurements actuarial gains and losses on define benefit obligation (43) (5)
Remeasurements gains and losses- changes to the restriction on the amount that can be recognised. (3) (99)
Remeasurement of the net defined benefit plan 5 8
The breakup of major categories of plan assets are as follows:
Particulars As at As at
March 31, 2025 March 31, 2024
% %
Equity instruments 0.00 0.00
Debt instruments 22.60 21.80
Annuity policy 77.40 78.20
Other assets 0.00 0.00
The return on plan assets are as follows:
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Interest income 20 24
Remeasurements: Actuarial gains and losses (51) (112)
Return on assets of benefit plan (31) (88)
The principal actuarial assumptions as at Balance Sheet date were:
Particulars As at As at
March 31, 2025 March 31, 2024
% %
Discount rate 5.70 4.75
Expected rate of increase in salary 3.25 3.30
Inflation rate 2.65 2.64
Mortality rates
Current pensioners at 65 - male 21.00 21.10
Current pensioners at 65 - female 23.70 23.60
Future pensioners at 45 - male 22.00 22.00
Future pensioners at 45 - female 24.80 24.80
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Quantitative sensitivity analysis for significant assumptions is as below:
(Increase)/decrease on net defined benefit obligation at the end of the year
(i) One percent point increase in discount rate 0.34 0.42
(ii) One percent point decrease in discount rate (0.40) (0.51)
(iii) One percent point increase in inflation rate (0.31) 0.34
(iv) One percent point decrease in inflation rate 0.29 (0.40)
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Sensitivity analysis method

Sensitivity analysis is determined based on the expected movement in liability if the assumptions were not proved to be true on different count.

104

Consolidated

ANNUAL REPORT 2024-2025

38. SHARE BASED PAYMENTS TO EMPLOYEES

The ESOP Compensation Committee of the Board of Directors has, under Wockhardt Stock Option Scheme -2011 (‘the Scheme’ or ‘ESOS’) granted options to the selected employees of the Company and its subsidiaries, in accordance with the provisions of Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014. The method of settlement is by issue of equity shares to the selected employees who have exercised the options. The scheme shall be administered by the compensation committee of Board of directors.

The options issued vests in periods ranging 1 year to 7 years 6 months from the date of grant, and can be exercised during such period not exceeding 7 years.

Employee stock option activity under Scheme 2011 is as follows:

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
a) Outstanding at beginning of the year 220,455 293,455
b) Granted during the year – –
c) Lapsed during the year (re-issuable) * – 45,550
d) Exercised during the year ( and shares allotted) 34,860 27,450
e) Outstanding at the end of the year: 185,595 220,455
of which 129,695 147,805
Options vested and exercisable at the end of the year
weighted average exercise price ₹ 5 per share
Range of weighted average share price on the date of exercise per share ₹ 917 - ₹ 1,649 ₹ 168 - ₹ 465
Weighted average share price for the period 1,037 ₹ 309
Range of weighted average fair value of options on the date of grant per share ₹ 264 - ₹ 967 ₹ 264 - ₹ 967
No option have been forfeited during the year or in the previous year.
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||||
|---|---|---|
|Fair value of the options have been computed as per the Black Scholes Pricing Model|
|Particulars|For the year ended|For the year ended|
|March 31, 2025|March 31, 2024|
|The key assumptions used to estimate the fair value of options are:|
|Range of stock price at the time of option grant (₹ Per share)|₹ 269 - ₹ 971|₹ 269 - ₹ 971|
|Range of expected life|1 year - 8 years|1 years - 8 years|
|Range of risk free interest rate|5% - 9 %|5% - 9%|
|Range of Volatility|46% - 88%|44% - 88%|
|Range of weighted average exercise price (₹ Per share)|₹ 5|₹ 5|
|Range of Weighted average remaining contractual life|1 year - 10 years|2 year - 11 years|

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The working of stock prices has been done by taking historical price movement of the closing prices which includes change in price due to dividend, hence dividend is not factored separately. Volatility is based on the movement of stock price on NSE based on the price data for last 12 months upto the grant date.

39. (i) During the previous year, Impairment of asset held for sale, consists of further impairment of nutrition business assets (classified as ‘asset held for Sale) amounting ₹ 79 crore, basis quote received from prospective buyers. Asset held for sale as on the balance sheet date consists of lands situated at Gujarat, Maharashtra and Punjab. ‘Efforts to sell the above assets classifed as held for sale have commenced and a sale is expected to be concluded not beyond March 2026.

• (ii) During the year ended March 31, 2023, subsequent to the settlement agreement with the State of Texas on February 8, 2022, the Group had agreed for an early payment schedule for the settlement of the liability. Pursuant to this revision, Group had recorded an additional cost of ₹ 11 crores due to unwinding of the discount (basis the original payment schedule) and has disclosed this as ‘Exceptional items’ in that year.

During the previous year, the Group has agreed revised payment terms with the State of Texas for the settlement claim, whereby the Group agreed to prepay the outstanding amount by December 24 basis an agreed repayment schedule. Further ₹ 54.2 crore (USD 6.3 million) (PY: ₹ 138 crore (USD 16.67 million)) has been paid by WUSA during the current year and ₹ NIL (PY: ₹ 49 crore (USD 5.9 million) is outstanding as on March 31, 2025.

• (iii) Exceptional Items booked during previous year amounting ₹ 14 crore consists of provision made against certain inventory purchased pursuant to a contract manufacturing agreement, the contractual obligations and commitments of which was not fulfilled by the customer.

105

Saving Lives

40. RELATE ~~D~~ PARTY DISCLOSURES

~~As per Ind AS 24, the list~~ of Related Parties and disclosure of transactions with these parties are given below:

• a) Other parties exercising control

Humuza Consultants *

• Themisto Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Habil Khorakhiwala Trust which in turn holds these shares in its capacity as the partner of the partnership firm Humuza Consultants.

Habil Khorakiwala Trust **

** Themisto Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Habil Khorakhiwala Trust.

b) Other related party where transactions have taken place during the year Enterprises over which Key Managerial Personnel exercise significant influence/control:

Palanpur Holdings and Investments Private Limited Khorakiwala Holdings and Investments Private Limited Wockhardt Hospitals Limited Merind Limited Wockhardt Foundation Carol Info Services Limited Dr. Habil Khorakiwala Education and Health Foundation (Trust)-[Wockhardt Global School] Wockhardt Regenerative Private Limited Denarius Estate Development Private Limited Banneret Trading Private Limited Dartmour Holding Private Limited Amadou Estate Development Private Limited Shravan Constructions Private Limited Holmdene Constructions Sharanya Chemicals and Pharmaceuticals Private Limited Khorakiwala Foundation Themisto Trustee Company Private Limited Amalthea Consultants#

Ananke Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Amalthea Discretionary Trust (ADT) which in turn holds these shares in its capacity as the partner of the partnership firm Amalthea Consultants. Genista Trading and Services Private Limited Ananke Trustee Company Private Limited Callirhoe Trustee Company Private Limited HNZ Consultants HNZ Discretionary trust Amalthea Discretionary trust Lysithea Consultants Lysithea Discretionary trust Adrastea Trading and Services LLP HZ Trading and Services LLP HNZ Trading and Services LLP Pasithee Trustee Company Private Limited Megaclite Trading Private Limited Impala Advisory Services Private Limited Sinope Advisory Services Private Limited Step Forward Advisory Services Private Limited Kendo Advisory Services Private Limited Lysithea Trading and Services LLP Helike Trading and Services LLP Amalthea Trading and Services LLP Dr. Habil Khorakiwala Education and Health Foundation (Section 8 Company) Enersynk Private Limited

106

Consolidated

ANNUAL REPORT 2024-2025

Key managerial personnel

H.F.Khorakiwala- Chairman

Aman Mehta- Non-Executive Independent Director (upto March 31, 2024) D S Brar- Non-Executive Independent Director (upto March 31, 2024) Sanjaya Baru- Non-Executive Independent Director (upto March 31, 2024) Tasneem Mehta- Non-Executive Independent Director (upto September 29, 2024) Vinesh Kumar Jairath- Non-Executive Independent Director Akhilesh Gupta - Non-Executive Independent Director Huzaifa Khorakiwala - Executive Director Murtaza Khorakiwala - Managing Director Zahabiya Khorakiwala - Non-Executive Non- Independent Director Amelia Fernandes-Non-Executive Independent Director (w.e.f July 18, 2023) Ahmad Javed -Non-Executive Independent Director (w.e.f May 28, 2024)

c) Transactions with related parties during the year :

(All the amounts mentioned below for the disclosure are the contractual amounts based on the arrangement with respective parties)

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For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Key managerial personnel
Remuneration [Chairman ₹ 4 crore (Previous year - ₹ 4 crore), Managing Director ₹ 3 crore 9 1 8 1
(Previous year - ₹ 2 crore), Executive Director ₹ 3 crore (Previous year - ₹ 2 crore)]
Contribution to Provident fund [Chairman ₹ 0.42 crore (Previous year - ₹ 0.42 crore), 1 0 1 0
Managing Director ₹ 0.36 crore (Previous year - ₹ 0.36 crore), Executive Director ₹ 0.36 crore
(Previous year - ₹ 0.36 crore)]
Contribution towards gratuity and compensated absences [Chairman ₹ Nil (Previous year 0 0 1 0
- ₹ 0.43 crore), Managing Director ₹ 0.02 crore (Previous year - ₹ 0.33 crore), Executive
Director ₹ 0.02 crore (Previous year - ₹ 0.33 crore)]
Director sitting fee paid [D S Brar ₹ Nil (Previous year - ₹ 0.16 crore), Sanjaya Baru ₹ Nil 1 0 1 0
(Previous year - ₹ 0.14 crore), Tasneem Mehta ₹ 0.06 crore (Previous year - ₹ 0.16 crore),
Aman Mehta ₹ Nil (Previous year - ₹ 0.14 crore), Vinesh Kumar Jairath ₹ 0.14 crore (Previous
year - ₹ 0.17 crore), Zahabiya Khorakiwala ₹ 0.03 crore (Previous year- ₹ 0.03 crore),
Akhilesh Gupta ₹ 0.11 crore (Previous year - ₹ 0.11 crore), Amelia Fernandes ₹ 0.12 crore
(Previous year - ₹ 0.10 crore), Ahmad Javed ₹ 0.10 crore (Previous year- ₹ Nil)]
Payments made by the Company on behalf of [Chairman ₹ Nil (Previous year - ₹ 0.14 crore), – – 0 0
Managing Director ₹ Nil (Previous year - ₹ 0.14 crore), Executive Director ₹ Nil (Previous
year- ₹ 0.14 crore). This has already been recovered
Other related party where transactions have taken place during
the year
Rent paid [Palanpur Holdings and Investments Private Limited ₹ 1 crore (Previous year - 88 10 98 12
₹ 1 crore), Carol Info Services Limited ₹ 87 crore (Previous year - ₹ 97 crore)]
rent paid has been disclosed as Right of use assets and Lease liabilities in accrodance
with Ind AS 116
Donation given to Wockhardt Foundation – – 0 0
(Previous year ₹ 0.10 crore)
Reimbursement of Expenses to Carol Info Services Limited 3 0 1 0
Consultancy charges paid to Enersynk Private Limited 0 0 – –
current year ₹ 0.24 crore
Sale of Fixed assets to Wockhardt Regenerative Private Limited 0 0 – –
current year ₹ 0.01 crore
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For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Rent and other miscellaneous income [Wockhardt Foundation ₹ Nil (Previous year 0 0 0 0
- ₹ 0.0024 crore), Dr. Habil Khorakiwala Education and Health Foundation (Trust)
₹ 0.0006 crore (Previous year - ₹ 0.0012 crore), Wockhardt Regenerative Private Limited
₹ 0.0003 crore (Previous year - ₹ 0.0003 crore), Wockhardt Hospitals Limited ₹ Nil (Previous
year - ₹ 0.0002 crore)]
Salary paid to the teaching staff of Wockhardt Global School 3 0 3 0
Recovery of Utility Fees from Wockhardt Global School 4 0 0 0
₹ 0.47 crore in Previous year
The Company has given school premises on lease to Wockhardt Global School without rent
Loan taken from [Khorakiwala Holdings and Investments Private Limited ₹ 185 crore 380 44 402 48
(Previous year - ₹ Nil), Merind Limited ₹ 1 crore (Previous year - ₹ 109 crore), Amalthea
Consultants Nil (Previous year - ₹ Nil), Ananke Trustee Company Private Limited ₹ 41 crore
(Previous year - ₹ 93 crore), Callirhoe Trustee Company Private Limited ₹ 5 crore (Previous
year - ₹ Nil), Palanpur Holdings and Investments Private Limited ₹ 73.40 crore (Previous
year - ₹ 200 crore), Themisto Trustee Company Private Ltd ₹ 75 crore (Previous year- ₹ Nil)]
Interest on loan taken [Khorakiwala Holdings and Investments Private Limited ₹ 20 crore 93 11 77 9
(Previous year - ₹ 18 crore), Merind Limited ₹ 9 crore (Previous year - ₹ 10 crore), Themisto
Trustee Company Private Limited ₹ 4 crore (Previous year - ₹ Nil), Ananke Trustee Company
Private Limited ₹ 25 crore (Previous year - ₹ 22 crore), Callirhoe Trustee Company Private
Limited ₹ 16 crore (Previous year - ₹ 21 crore), Palanpur Holdings and Investments Private
Limited ₹ 18 crore (Previous year - ₹ 6 crore)]
Loan repaid [Khorakiwala Holdings and Investments Private Limited ₹ 137 crore (Previous 379 44 152 18
year - ₹ 8 crore), Merind Limited ₹ 1 crore (Previous year - ₹ 70 crore), Ananke Trustee
Company Private Limited ₹ 41 crore (Previous year - ₹ 14 crore), Callirhoe Trustee Company
Private Limited ₹ 71 crore (Previous year - ₹ 18 crore), Palanpur Holdings and Investments
Private Limited ₹ 73 crore (Previous year - ₹ 42 crore), Themisto Trustee Company Private
Ltd ₹ 56 crore (Previous year- ₹ Nil)]
Lease rent income [Khorakiwala Holdings and Investments Private Limited ₹ 0.13 crore 0 0 0 0
(Previous year - ₹ 0.13 crore)
Recovery of Support Service Cost [Khorakiwala Holdings and Investments Private Limited 1 0 1 0
₹ 0.13 crore (Previous year - ₹ 0.13 crore), Merind Limited ₹ 0.13 crore (Previous year -
₹ 0.13 crore), Carol Info Services Limited ₹ 0.40 crore (Previous year- ₹ 0.40 crore), Palanpur
Holdings and Investments Private Limited ₹ 0.13 crore (Previous year - ₹ 0.13 crore)
Expenses recovery from Holmdene Constructions (Current year- ₹ 0.01 crore; Previous year 0 0 0 0
- ₹ 0.01 crore)
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108

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ANNUAL REPORT 2024-2025

d) Related party balances

(All the amounts mentioned below for the disclosure are the contractual amounts based on the arrangement with respective parties. Where such amounts are different from carrying amounts as per Ind AS financial statements, their carrying values have been separately disclosed in brackets.).

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For the year For the year For the year For the year
ended ended ended ended
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Enterprise over which Key Managerial Personnel exercise significant
influence/Control
Trade receivables [Wockhardt Hospitals Limited ₹ 0.26 crore (Previous year - ₹ 0.26 crore), 1 0 1 0
Wockhardt Regenerative Private Limited ₹ 1 crore (Previous year- ₹ 1 crore)]
Trade Payables [Wockhardt Hospitals Limited ₹ 1 crore (Previous year - ₹ 1 crore), Carol Info Services 9 1 7 1
Limited ₹ 2 crore (Previous year - ₹ 0.36 crore), Palanpur Holdings and Investments Private Limited
₹ 6 crore (Previous year - ₹ 6 crore), Merind Limited ₹ 0.01 crore (Previous year - ₹ 0.01 crore)]
Loan taken including interest [Merind Limited ₹ 165 crore (Previous year - ₹ 157 crore), 1,180 138 1,107 133
Khorakiwala Holdings and Investments Private Limited ₹ 352 crore (Previous year- ₹ 289 crore),
Ananke Trustee Company Private Limited ₹ 266 crore (Previous year - ₹ 245 crore), Callirhoe
Trustee Company Private Limited ₹ 201 crore (Previous year - ₹ 252 crore), Palanpur Holdings
and Investments Private Limited ₹ 176 crore (Previous year- ₹ 164 crore), Themisto Trustee Private
Limited ₹ 19 crore (Previous year- ₹ Nil)]
Security deposit given to Carol Info Services Limited - Transaction value 56 7 56 7
[Carrying amount ₹ 44 crore (Previous year - ₹ 41 crore)]
Security deposit given to Palanpur Holdings and Investments Private Limited 3 0 3 0
Other receivables [Khorakiwala Holdings and Investments Private Limited ₹ 2 crore (Previous year 14 2 10 1
- ₹ 2 crore), Merind Limited ₹ 1 crore (Previous year - ₹ 1 crore), Amalthea Consultants ₹ 0.10 crore
(Previous year - ₹ 0.10 crore), Themisto Trustee Company Private Limited ₹ 0.10 crore (Previous year
- ₹ 0.10 crore), Ananke Trustee Company Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore),
Callirhoe Trustee Company Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Denarius Estate
Development Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Adrastea Trading and Services
LLP ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Lysithea Consultants ₹ 0.10 crore (Previous year -
₹ 0.10 crore), Lysithea Discretionary Trust ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Banneret Trading
Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), HZ Trading and Services LLP ₹ 0.10 crore
(Previous year - ₹ 0.10 crore), HNZ Discretionary Trust ₹ 0.10 crore (Previous year - ₹ 0.10 crore),
Dartmour Holdings Private Limited ₹ 0.10 crore (Previous year -₹ 0.10 crore), Carol Info Services Limited
₹ 1 crore (Previous year - ₹ 0.49 crore)
Amadou Estate Development Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Shravan
Constructions Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Sharanya Chemicals and
Pharmaceuticals Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), HNZ Trading Services
LLP ₹ 0.10 crore (Previous year - ₹ 0.10 crore), HNZ Consultants ₹ 0.10 crore (Previous year -
₹ 0.10 crore), Khorakiwala Foundation ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Pasithee Trustee
Company Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Megaclite Trading Private
Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Genista Trading and Services Private Limited
₹ 0.10 crore (Previous year - ₹ 0.10 crore), Impala Advisory Services Private Limited ₹ 0.10 crore
(Previous year - ₹ 0.10 crore), Sinope Advisory Services Private Limited ₹ 0.10 crore (Previous
year - ₹ 0.10 crore), Step Forward Advisory Services Private Limited ₹ 0.10 crore (Previous year -
₹ 0.10 crore), Kendo Advisory Services Private Limited ₹ 0.10 crore (Previous year - ₹ 0.10 crore),
Lysithea Trading and Services LLP ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Helike Trading
and Services LLP ₹ 0.10 crore (Previous year - ₹ 0.10 crore), Amalthea Trading and Services LLP
₹ 0.10 crore (Previous year - ₹ 0.10 crore), Amalthea Discretionary Trust ₹ 0.10 crore (Previous year
- ₹ 0.10 crore), Wockhardt Hospitals Limited ₹ 0.10 crore (Previous year- ₹ 0.10 crore), Wockhardt
Regenerative Private Limited Nil (Previous year - ₹ 4 crore), Holmdene Constructions ₹ 0.15 crore
(Previous year - ₹ 0.14 crore), Palanpur Holdings and Investment Private Limited ₹ 1 crore
(Previous year - ₹ 2 crore), Dr. Habil Khorakiwala Education and Health Foundation ₹ 0.10 crore
(Previous year - ₹ 0.10 crore), Dr. Habil Khorakiwala Education and Health Foundation (Trust)
₹ 2 crore (Previous year- Nil)]
Other parties exercising control
Other Receivables [Humuza Consultants ₹ 0.10 crore (Previous year- ₹ 0.10 crore), Habil 0 0 0 0
Khorakiwala Trust ₹ 0.10 crore (Previous year- ₹ 0.10 crore)]
Payable to Key Managerial Personnel
Remuneration payable [Chairman ₹ 1 crore (Previous year- ₹ 1 crore), Managing Director 3 0 2 0
₹ 1 crore (Previous year- ₹ 0.35 crore), Executive Director Managing Director ₹ 1 crore (Previous
year- ₹ 0.35 crore)]
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41. NON-CO ~~N~~ TROLLING INTERESTS

~~The following table summ~~ arises the consolidated financial information relating to the Group’s subsidiary that has material non-controlling interests:

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Name Country of As at As at
incorporation March 31, 2025 March 31, 2024
Wockhardt Bio AG Switzerland 14.15% 14.15%
As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Revenue from operations 1872 219 1,917 230
Profit / (Loss) for the year (71) (8) (65) (8)
Profit / (Loss) allocated to Non - Controlling Interests (10) (1) (9) (1)
Total comprehensive income / (loss) allocated to Non - Controlling Interests 1 0 (5) (1)
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As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Non current asset and current asset 3,661 428 3,727 447
Non current liabilities and current liabilities 1,515 177 1,588 190
Net assets 2,146 251 2,139 257
Net assets attributable to Non - Controlling Interests 304 36 303 36
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As at As at As at As at
March 31, 2025 March 31, 2025 March 31, 2024 March 31, 2024
in crore USD in million in crore USD in million
Supplementary Supplementary
information- information-
convenience convenience
translation translation
(See Note 2(C)) (See Note 2(C))
Cash flows from operating activities 9 1 108 13
Cash flows from/ (used in) investing activities 38 5 (108) (13)
Cash flows used in financing activities (39) (5) (25) (3)
Net increase/ (decrease) in cash and cash equivalents 8 1 (25) (3)
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The Group has control of 85.85% in the Wockhardt Bio AG and its subsidiaries.

42. FINANCIAL INSTRUMENTS - FAIR VALUES

A. Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below.

It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

110

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As at March 31, 2025 Carrying Value Total Fair value
Significant
Fair value through Significant observable inputs
Amortised Cost profit or loss Total observable inputs (Level 2)
in crore in crore in crore (Level 1) in crore
Financial Assets
Investments – 422 422 422 0
Fair value through profit or loss ₹ 0.45 crore –
Other Non-Current Financial Assets 53 – 53 – 53
Trade receivables 661 – 661 – –
Cash and cash equivalents 112 – 112 –
Bank balance (other than above) 79 – 79 –
Other Current Financial Assets 54 – 54 –
Total 959 422 1,381 422 53
Total (USD in million) 112 49 161 49 6
Supplementary information- convenience
translation (See Note 2(C))
Financial Liabilities
Borrowings 1,859 – 1,859 – –
Trade payables 592 – 592 –
Lease Liabilities 162 – 162 – 165
Other Current Financial Liabilities 429 – 429 –
Total 3,042 – 3,042 – 165
Total (USD in million) 356 – 356 – 19
Supplementary information- convenience translation
(See Note 2(C))
As at March 31, 2024 Carrying Value Total Fair value
Significant
Fair value through Significant observable inputs
Amortised Cost profit or loss Total observable inputs (Level 2)
in crore in crore in crore (Level 1) in crore
Financial Assets
Investments – 0 0 – 0
Fair value through profit or loss ₹ 0.45 crore –
Other Non-Current Financial Assets 65 – 65 – 67
Trade receivables 618 – 618 –
Cash and cash equivalents 505 – 505 –
Bank balance (other than above) 24 – 24 –
Other Current Financial Assets 18 – 18 –
Total 1,230 0 1,230 – 67
Total (USD in million) 148 0 148 – 9
Supplementary information- convenience
translation (See Note 2(C))
Financial Liabilities
Borrowings 2,112 – 2,112 –
Trade payables 766 – 766 –
Lease Liabilities 244 – 244 – 247
Other Current Financial Liabilities 518 – 518 –
Total 3,640 – 3,640 – 247
Total (USD in million) 437 – 437 – 34
Supplementary information- convenience translation
(See Note 2(C))
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B. Me ~~a~~ surement of fair values:

~~The fair value of th~~ e financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

• The fair values of the loans taken from banks and other parties are estimated by discounting cash flows using rates currently available for debt/instruments on similar terms, credit risks and remaining maturities. Management regularly assesses a range of reasonably possible alternatives for those significant observable inputs and determines their impact on the total fair value.

• The change in the unobservable inputs for unquoted Investment of Narmada Clean Tech Limited (formerly known as Bharuch Eco-Aqua Infrastructure Limited) and Bharuch Enviro Infrastructure Limited do not have a significant impact in its value.

The following tables show the valuation techniques used in measuring Level 2 fair values, as well as the significant inputs used.

Financial instruments measured at fair value

Financial instruments measured at	fair value
Type	Valuation technique
Security deposits against lease and Lease Liabilities	Discounted cash fows: The valuation model considers the present value of expected receipt/payment discounted using appropriate discounting rates.

43. FINANCIAL RISK MANAGEMENT

The Group has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk

Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s Risk Management Framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives.

The Company has laid down the procedure for risk assessment and their mitigation through a Risk Management Committee comprising Executive Director, Managing Director, Independent Director and Chief Financial Officer as its members. Key risks and their mitigation arising out of periodic reviews by the Committee are assessed and reported to the Board of Directors, on a periodic basis.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to policies and procedures.

The Company has a co-sourced model of independent Internal Audit and assurance function. There is a practice of reviewing various key select risks and report to Audit Committee from time to time. The co-sourced internal audit function carry out internal audit reviews in accordance with the approved internal audit plan and reviews the status of implementation of internal audit and assurance recommendations. Summary of Critical observations, if any, and recommendations under implementation are reported to the Audit Committee.

i. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business. The Group establishes an allowance for doubtful debts and impairment that represents its estimate of incurred and expected losses in respect of trade and other receivables.

Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business.

As at March 31, 2025 and March 31, 2024, the Group did not have any significant concentration of credit risk with any external customers.

Expected credit loss assessment for customers as at 31 March 2025 and 31 March 2024

The Group allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available information etc.) and applying experienced credit judgement.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Group to determine incurred and expected credit losses. Given that the macro economic indicators affecting customers of the Group have not undergone any substantial change, the Group expects the historical trend of minimal credit losses to continue.

112

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Particulars As at March 31, 2025 As at March 31, 2024
Gross Less: Net Weighted Gross Less: Net Weighted
carrying Expected carrying average carrying Expected carrying average
amount credit losses amount loss rate amount credit losses amount loss rate
in crore in crore in crore in crore in crore in crore
Not due 415 (1) 414 0.2% 364 (1) 363 0.3%
Past due 1-180 days 120 (2) 118 2% 179 (1) 178 1%
Past due 181-360 days 40 (1) 39 3% 31 (1) 30 3%
More than 360 days 282 (192) 90 68% 202 (155) 47 77%
Total 857 (196) 661 776 (158) 618
Total (USD in million) 100 (23) 77 93 (19) 74
Supplementary information- convenience
translation (See Note 2(C))
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The movement in the loss allowance in respect of trade and other receivables during the year was as follows:

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As at As at
March 31, 2025 March 31, 2024
in crore in crore
Opening balance 158 113
Impairment loss provided/ reversed/ utilized, net (including exchange fluctuation) 38 45
Closing balance 196 158
Closing balance (USD in million) 23 19
Supplementary information- convenience translation (See Note 2(C))
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The Management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and analysis of customer credit risk.

Cash and bank balances

The Group held cash and bank balances of ₹ 191 crore (Previous year - ₹ 529 crore). These balances are held with bank and financial institution counterparties with good credit rating.

Others

Other than trade receivables reported above, the Group has no other financial assets that is past due but not impaired.

ii. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities. The Group monitors the net liquidity position through forecasts on the basis of expected cash flows.

The Group has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Group has access to funds from debt markets to manage short of current assets to current liabilities. The Group invests its surplus funds in bank fixed deposit. Of the current liabilities, ₹ 244 crore (previous year ₹ 218 crore) pertains to loan received from Related parties.

Borrowings from related parties amounting ₹ 936 crores are repayable by June 20 2027 with an option to the Company to further renew the loan basis Company’s assessment of the cash flows and liquidity position on that date.

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The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

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( ` in crore)
As at March 31, 2025 Contractual cash flows
Carrying Total 0-12 months 1-5 years More than
amount 5 years
Non-derivative financial liabilities
Borrowings (other than loan from related party) 679 709 416 263 30
Loan from related party 1,180 1,355 244 1,111 –
Lease Liabilities 162 187 72 104 11
Trade payables and other financial liabilities 1,021 1,021 1,021 – –
Total 3,042 3,272 1,753 1,478 41
As at March 31, 2024 Contractual cash flows
Carrying Total 0-12 months 1-5 years More than
amount 5 years
Non-derivative financial liabilities
Borrowings (other than loan from related party) 1,005 1,041 1,039 2 –
Loan from related party 1,107 1,364 218 1,146 –
Lease Liabilities 244 273 79 192 2
Trade payables and other financial liabilities 1,284 1,284 1,284 – –
Total 3,640 3,962 2,620 1,340 2
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• It includes contractual interest payment over the tenure of the Borrowings. These floating-interest borrowings are based on interest rate prevailing as at the reporting date.

** It includes contractual interest payment over the tenure of the Borrowings.

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and other prices such as equity price. These will affect the Groups’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. Financial instruments affected by market risk include loans, borrowings and deposits. The Market risk the Group is exposed can be classified as Currency risk and Interest rate risk.

(a) Currency risk:

The Group is exposed to currency risk on account of its operations in other countries. The functional currency of the Group is Indian Rupee. The Foreign currency exchange rate exposure is balanced through natural hedge. The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

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Exposure to currency risk

The currency profile of financial assets and financial liabilities (including intercompany receivables and payables) as at March 31, 2025 and March 31, 2024 are as below:

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Particulars Currency As at March 31, 2025 As at March 31, 2024
Amount in in crore Amount in in crore
Foreign Currency Foreign Currency
(in million) (in million)
Loan Availed USD 1.51 13 0.59 5
Trade Receivables AUD 0.02 0 0.03 0
EUR 3 29 8 75
GBP 24 269 13 137
USD 23 198 30 253
RUB 52 5 52 5
JPY – – 0.11 0
MXN 78 33 69 35
Loans and Other Receivables EUR 3 23 3 23
USD 8 65 12 96
CHF 0.02 0 0.03 0
GBP 3 31 8 89
AED 1.47 3 0.10 0
Trade payables and Other Liabilities ACU 0.001 0 0.001 0
AUD 0.64 3 0.55 3
EUR 16 148 27 239
GBP 60 664 53 561
MXN 3 1 3 1
USD 13 115 22 181
JPY 0.27 2 – –
CHF 1.76 17 2 16
AED 0.63 1 0.37 1
SEK 0.20 0 0.20 0
CAD 0.004 0 0.004 0
RUB 106 11 111 10
Bank GBP 0.98 11 1 9
EUR 0.26 2 0.07 1
USD 0.25 2 0.04 0
AED 0.01 0 0.01 0
CHF 0.06 1 0.05 0
AUD 0.002 0 0.002 0
Derivatives (Forward Contracts- sell) USD 14 120 5 42
GBP 14 158 – –
Net exposure Receivables/ (Payables) USD 2 16 14.63 122
AUD (0.62) (3) (0.52) (3)
AED 0.86 2 (0.26) (1)
EUR (10) (93) (15.67) (141)
GBP (46) (512) (31.06) (327)
RUB (54) (6) (59.12) (5)
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Particulars Currency As at March 31, 2025 As at March 31, 2024
Amount in in crore Amount in in crore
Foreign Currency Foreign Currency
(in million) (in million)
CHF (2) (16) (1.68) (16)
MXN 75 32 66.52 33
ACU (0.001) (0) (0.001) (0)
JPY (0.27) (2) 0.11 0
CAD (0.004) (0) (0.00) (0)
SEK (0.20) (0) (0.20) (0)
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• less than ₹ 0.50 crore

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against foreign currency at March 31 would have affected the measurement of financial instruments denominated in that foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

( ` in crore)

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Profit or loss before tax Equity, gross of tax Increase/
Effect in ` Gain/(Loss) (Decrease)
March 31, 2025 Strengthening Weakening Strengthening Weakening
₹ in crore ₹ in crore ₹ in crore ₹ in crore
5% movement
USD 1 (1) 1 (1)
GBP (26) 26 (26) 26
EUR (5) 5 (5) 5
RUB (0) 0 (0) 0
₹ (0.28) crore, ₹ 0.28 crore, ₹ (0.28) crore, ₹ 0.28 crore respectively
MXN 2 (2) 2 (2)
Others (1) 1 (1) 1
Total (29) 29 (29) 29
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( ` in crore)

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Profit or loss before tax Gain/(Loss) Equity, gross of tax Increase/(Decrease)
Effect in `
Strengthening Weakening Strengthening Weakening
March 31, 2024 ₹ in crore ₹ in crore ₹ in crore ₹ in crore
5% movement
USD 6 (6) 6 (6)
GBP (16) 16 (16) 16
EUR (7) 7 (7) 7
RUB (0) 0 (0) 0
₹ (0.27) crore, ₹ 0.27 crore, ₹ (0.27) crore, ₹ 0.27 crore respectively
MXN 2 (2) 2 (2)
Others (1) 1 (1) 1
Total (15) 15 (15) 15
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The Company has other overdue receivables from Wockhardt Bio AG amounting to 231 crore (Previous year- 262 crore), including 41 crore (Previous year- 76 crore) for guarantee fees receivable. Also the Company has outstanding payable and advances amounting to 74 crore (Previous year- 133 crore) and 17 crore (Previous year- ` 17 crore) respectively, beyond the period permitted under Master circular issued by Reserve bank of India. The Company expects to receive and pay these overdue balances by FY 2025-26.

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b) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Company is as follows.

( ` in crore)

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Nominal amount Nominal amount
Particulars
As at March 31, 2025 As at March 31, 2024
Variable-rate instruments
Financial liabilities 518 728
518 728
Fixed-rate instruments
Financial liabilities 1,341 1,384
1,341 1,384
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Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

( ` in crore)

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Variable-rate instruments Impact on Profit/(loss)- Increase/(Decrease) in
Profit (before tax)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
100 bp increase (5) (7)
100 bp decrease 5 7
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44. CAPITAL MANAGEMENT

The Group’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Group.

The Group determines the amount of capital required on the basis of annual and long-term strategic plans. The Group’s policy is aimed at combination of short-term and long-term borrowings.

The Group monitors the capital structure on the basis of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings excluding lease liabilities under Ind AS 116, less cash and cash equivalents, Bank balance and current investments. Adjusted equity comprises Total equity.

The following table summarises the capital of the Group:

( ` in crore)

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As at As at
March 31, 2025 March 31, 2024
Total Borrowings 1,859 2,112
Less : Cash and cash equivalent, other bank balances and current investments 613 529
Adjusted net debt 1,246 1,583
Total equity 4,657 3,662
Adjusted equity 4,657 3,662
Adjusted net debt to adjusted equity ratio 0.27 0.43
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Total equity includes gain on revaluation of land considered as a part of retained earnings in accordance with the requirements of Ind AS 101 on transition to Ind AS. Such Revaluation gain balance as on March 31, 2025 is ₹ 177 crore (Previous year: ₹ 179 crore) and is not available for distribution as dividend.

45. a) The Group’s New Chemical Entity (‘NCE’) research program continued to progress in their Clinical Trials during the Financial Year 2024-25. Development Expenses incurred during the year ₹ 220 crores (Previous Year : ₹ 155 crores) has been capitalised and included under ‘Intangible assets under development’ as at March 31, 2025.

• b) Certain manufacturing facilities, having net book value of ₹ 332 crore (Previous year - ₹ 379 crore) and capital work-in-progress amounting to ₹ 362 crore (Previous year - ₹ 357 crore ), of the Company are having low utilisation of assets and the Company is evaluating various alternate purposes of these assets.

• c) (i) The Company or its subsidiary companies incorporated in India has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities with the understanding that the Intermediary shall:

  • (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimate Beneficiaries) by or on behalf of the Company or its subsidiary companies incorporated in India or

  • (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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  - (ii) The Company or its subsidiary companies incorporated in India has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company or its subsidiary companies incorporated in India shall:

     - (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

     - (b)  provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

46. CONTINGENT LIABILITIES (claims not acknowledged as debts) AND COMMITMENTS (to the extent not provided for)

• (a) Demands by Central Excise authorities in respect of Classification/ Valuation/ Cenvat Credit related disputes; stay orders have been obtained by the Company in case of demands ₹ 45 crore (Previous year - ₹ 45 crore).[(1)]

• (b) Demand by Income tax authorities ₹ 321 crore (Previous year - ₹ 546 crore) disputed by the Company.

• (c) Demand by Sales Tax (including GST) authorities ₹ 116 crore (Previous year - ₹ 129 crore) disputed by the Company.[(1)]

• (d) Demand by Service tax authorities in respect of non-payment of Service Tax on Import of certain services disputed by the Company ₹ 5 crore (Previous year - ₹ 5 crore).[(1)]

• (e) Demand by Municipal Corporation, Local body Tax on inputs used for manufacture of exported goods ₹ 3 crore (Previous year: 3 crore)

• (f) Differential custom duty for misclassification/ penalty disputed by the Company ₹ 0.26 crore (Previous year - ₹ 0.26 crore)

• (g) Differential MEIS for misclassification disputed by the Company ₹ 9 crore (Previous year- ₹ 9 crore)

• (h) Others matters:

  • electricity expense ₹ 13 crore (Previous year - ₹ 9 crore)

  • remediation against the pollution of ground water ₹ 1 crore (Previous year - ₹ 1 crore)

  • compensation for products ordered and not purchased, under dispute ₹ Nil (Previous year - ₹ 20 crore)

  • Other matters not acknowledged as debts ₹ Nil (Previous year- ₹ 0.20 crore)

• (i) Demand from National Pharmaceutical Pricing Authority (NPPA) in respect of overcharging of certain products disputed by the Company ₹ 114 crore (Previous year - ₹ 108 crore).

• (j) Pursuant to a settlement agreement entered with the State of Texas on February 8, 2022 in regards to Civil Investigative Demand (‘CID’) with respect to submission of price information and updates to Texas Medicaid programme in US, Wockhardt USA LLC (WUSA) and Company had agreed to pay USD 36 million and interest over nine instalments between 2022 and 2025 for the aforesaid matter relating to WUSA and Morton Grove Pharmaceuticals.

  • Further ₹ 54.2 crore (USD 6.3 million) has been paid by WUSA during the current year and ₹ Nil is outstanding as on March 31, 2025.

• (k) Estimated amount of contracts remaining to be executed on capital account and not provided for ₹ 143 crore (Previous year - ₹ 121 crore) after deducting advance on capital account of ₹ 3 crore (Previous year - ₹ 2 crore).

  • (1) Note: Amounts mentioned excludes interest after the date of the order, if any.

47. RECONCILIATION OF THE OPENING AND CLOSING BALANCES OF LIABILITIES ARISING FROM FINANCING ACTIVITIES:

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Particulars As at As at Non cash changes Reclassi- Other items Cash flows-
March 31, 2025 April 01, 2024 Exchange Other non cash fication considered inflow/
fluctuation adjustments separately (Outflow)
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
Long-term borrowings (Net) 1,363 1,246 7 68 42
Short-term borrowings (Net) 496 866 3 (63) 71 (381)
Lease Liabilities 162 244 4 (86)
Equity share capital and premium 2,320 1,338 982
Particulars As at As at Non cash changes Reclassi- Other items Cash flows-
March 31, 2024 April 01, 2023 Exchange Other non cash fication considered inflow/
fluctuation adjustments separately (Outflow)
₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore ₹ in crore
Long-term borrowings (Net) 1,246 523 – 15 – 887 (179)
Short-term borrowings (Net) 866 1,364 – – – (820) 322
Lease Liabilities 244 297 – 26 – – (79)
Equity share capital and premium 1,338 870 – – – – 468
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• This include borrowing of ₹ 600 crore from the related parties, where tenure was extended during the previous year and classified as long term borrowings.

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ANNUAL REPORT 2024-2025

48. ADDITIONAL INFORMATION, AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES ACT, 2013, OF ENTERPRISES CONSOLIDATED AS SUBSIDIARIES

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Net Assets i.e. total assets Share in Share in other Share in total
minus total liabilities profit or (loss) comprehensive income comprehensive income
As % of in crore As % of in crore As % of in crore As % of in crore
Name of the Entity consolidated consolidated consolidated total
net assets profit or other comprehensive
(loss) comprehensive income
income
Parent
Wockhardt Limited 36.89 2,763 (27.78) (12) 20.00 (1) (34.03) (13)
SUBSIDIARIES
Indian
1 Wockhardt Infrastructure Development 3.59 269 36.50 16 – – 41.28 16
Limited
2 Wockhardt Medicines Limited # (0.00) (0) (0.04) (0) – – (0.04) (0)
3 Wockhardt Bionova Limited # (0.00) (0) (0.01) (0) – – (0.01) (0)
[Formerly, Wockhardt Biologics Limited
until April 22, 2024]
Foreign
1 Z&Z Services GmbH (0.02) (2) (0.14) (0) – – (0.16) (0)
2 Wockhardt Europe Limited 0.15 11 – – – – – –
3 Wockhardt Nigeria Limited (0.00) (0) – – – – – –
4 Wockhardt UK Holdings Limited 1.52 114 – – – – – –
5 CP Pharmaceuticals Limited 6.74 505 119.25 51 80.00 (4) 126.09 48
6 CP Pharma (Schweiz) AG 0.01 1 – – – – – –
7 Wallis Group Limited 0.42 32 – – – – – –
8 The Wallis Laboratory Limited (0.03) (3) – – – – – –
9 Wockhardt Farmaceutica do Brasil Ltda (0.03) (2) (0.44) (0) – – (0.50) (0)
10 Wallis Licensing Limited (0.17) (13) – – – – – –
11 Wockhardt USA LLC (5.29) (396) (193.15) (83) – – (218.43) (83)
12 Wockhardt Bio AG 32.09 2,404 62.68 27 – – 70.88 27
13 Wockhardt UK Limited 3.02 226 63.49 27 – – 71.80 27
14 Wockpharma Ireland Limited 11.55 865 26.39 11 – – 29.84 11
15 Pinewood Laboratories Limited 4.90 367 (11.06) (5) – – (12.51) (5)
16 Wockhardt Holding Corp 2.39 179 (9.02) (4) – – (10.20) (4)
17 Morton Grove Pharmaceuticals Inc 2.85 214 8.18 4 – – 9.25 4
18 MGP Inc 0.54 40 2.13 1 – – 2.41 1
19 Wockhardt France (Holdings) S.A.S – – 1.50 1 – – – –
(upto November 07, 2024)
20 Wockhardt Farmaceutica SA DE CV (1.88) (141) – – – – – –
21 Wockhardt Services SA DE CV (0.01) (1) – – – – – –
22 Pinewood Healthcare Limited (0.00) (0) (0.07) (0) – – (0.08) (0)
23 Wockhardt Bio (R) LLC 0.72 54 21.43 9 – – 24.24 9
24 Wockhardt Bio Pty Ltd 0.04 3 0.16 0 – – 0.18 0
25 Wockhardt Bio Ltd # – – – – – – – –
Sub Total 100 7,489 100 43 100 (5) 100 38
Add / (Less): Effect of Inter Company elimination / (2,832) (100) 76 (24)
adjustment
Non-controlling interests in all subsidiaries (304) 10 (11) (1)
Total 100 4,353 100 (47) 100 60 100 13
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The above amount/percentage of net assets and net profit or (loss) in respect of Wockhardt Ltd and its subsidiaries are determined based on the amounts of the respective entities included in consolidated financial statements before intercompany eliminations/ consolidated adjustment

Wockhardt Bio Ltd, Wockhardt Bionova Limited and Wockhardt Medicines Limited is yet to commence the business.

0 represents less than ₹ 0.50 crore

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49. There ar ~~e~~ no other significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

50. Previous year figures have been regrouped wherever necessary to conform to current year classification.

As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608

Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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ANNUAL REPORT 2024-2025

INDEPENDENT AUDITORS’ REPORT

To the Members of Wockhardt Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Wockhardt Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

report.
Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
1	Revenue Recognition (Refer Note 3(i) of Accounting Policy and Note 24 in standalone fnancial statements) The Company recognizes revenue from the Sale of Goods when the control over the goods is transferred to the customer. The actual point in time when revenue is recognized varies depending on the specifc terms and conditions of the sale contracts entered into with customers. The Company’s assessment of accrual towards returns, discount and schemes require estimation and judgement and change in these estimates can have a signifcant fnancial impact. We identifed the recognition of revenue from sale of products as a key audit matter considering: Revenue is a key performance indicator of the Company and there is a risk of overstatement of revenue due to fraud resulting from pressure to achieve targets, earning expectations or incentive schemes linked to performance.	Our audit procedures in respect of this area, among others, included: 1. We have assessed the Company’s accounting policies relating to revenue recognition by comparing with the applicable accounting standards. 2. We have evaluated the design, implementation and tested the operating efectiveness of the Company’s key internal fnancial control over revenue recognition. 3. We have performed substantive testing of selected samples of revenue transactions recorded during the year. 4. We have performed cut of procedures by selecting samples of revenue recorded at the period end. 5. We have verifed the Company’s assessment of accruals of returns, discount and schemes in line with the past practices to identify bias. 6. We have evaluated the manual journals posted to the revenue during the year to identify unusual or irregular items. 7. We have assessed the adequacy of the disclosures made in respect of revenue from the sale of goods.

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Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
2	Assessment of Recoverability of Carrying Value of certain Property, Plant and Equipment and Capital Work in Progress (Refer Note 3(d) of accounting policy and Note 4 and 48(a) in standalone fnancial statements) Certain property, plant and equipment of the Company is afected by lower capacity utilization. Further, the Company has made investments in certain projects which has been deferred. These are lying in the Capital Work in Progress and the recoverability depends on the successful completion of projects, their ability to achieve intended operational capacity and generate expected future economic benefts. The Company’s investment in these facilities was made considering market feasibility and potential of existing / future products. As at March 31, 2025, carrying value of such Property, Plant and Equipment and Capital Work in Progress amounts to332 Crores and48 Crores respectively. Given the signifcance of the carrying value and judgement involved in assessing the recoverability of such facilities, this is considered to be a Key Audit Matter.	Our audit procedures in respect of this area, among others, included: 1. We have assessed the Company’s accounting policy relating to impairment by comparing with the applicable accounting standards. 2. We have verifed the reports of physical verifcation of property, plant and equipment by the Company. 3. We have evaluated the Company’s assessment of estimated future cash fows and tested the mathematical accuracy and reasonableness of signifcant assumption relating to the projections. 4. We have evaluated the management assessment applied by the Company in determining the Cash Generating Units for the impairment testing purpose. 5. We have assessed the signifcant assumptions considered by the Company while making the impairment assessment and performed a sensitivity analysis of key assumptions applied. 6. We have involved our valuation specialists to assess the valuation methodologies applied by the Company to determine the recoverable amount for the assets.
3	Recoverability of carrying value of Intangible Assets under Development (Refer Note 3(b) of accounting policy and Note 5 in standalone fnancial statements) The Company has intangible assets under development amounting to`1,180 Crores as at March 31, 2025. These intangible assets under development are in relation to the New Chemical Entities (NCEs). The carrying value of such intangible assets under development is tested for recoverability, based on the estimate of future cash fows, market conditions, progress in development which are often complex and involve numerous assumptions. Management’s assessment of recoverability relies heavily on forward looking estimates and judgements that are inherently uncertain. Changes in these assumptions could lead to an impairment to the carrying value of these intangible assets under development. Given the signifcance of the amount involved and the estimates and judgement involved in the assessment of their recoverability, this is considered to be a Key Audit Matter.	Our audit procedures in respect of this area, among others, included: 1. We have evaluated the criteria for capitalisation of development expenditure with those set out in the applicable accounting standard. 2. We have inquired the progress made on New Chemical Entity (“NCE”) development with the key managerial personnel of the Company including key personnel from research and development team. 3. We have inspected the correspondences with regulatory authorities, third parties, scientifc documentation and the market release made by the Company. 4. We have evaluated the Company’s assessment of estimated future cash fows and tested the mathematical accuracy and reasonableness of key assumption relating to the NCE project. 5. We have tested, on a sample basis, the project related expenditure with underlying documents. 6. We have performed a sensitivity analysis of the key assumption applied to determine the recoverable value and considered the resulting impact on the impairment testing. 7. We have involved our valuation specialists to assess the valuation methodologies applied by the Company to determine the recoverable amount for the NCE.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

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

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

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ANNUAL REPORT 2024-2025

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

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

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

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

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

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

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

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Standalone Financial Statements.

Other Matter

• (a) The standalone financial statements of the Company for the year ended March 31, 2024, were audited by another auditor whose report dated May 28, 2024 expressed an unmodified opinion on those statements.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, we report that:

3. (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in the paragraph 2(h)(vi) below on reporting under Rule 11(g).

5. (c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including other comprehensive income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

6. (d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

7. (e) On the basis of the written representations received from the directors as on April 1, 2025 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

8. (f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”.

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• (g) Th ~~e~~ reservation relating to the maintenance of accounts and other matters connected therewith are as stated ~~in paragraph 2(b~~ ) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

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

• i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 45 to the standalone financial statements;

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

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

• iv. a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 48(b)(i) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • b. The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 48(b)(ii) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material mis-statement.

• v. The Company has neither declared nor paid any dividend during the year.

• vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was enabled at the database level in respect of accounting software to log any direct data changes.

Further, where enabled, audit trail feature has been operated for all relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of such accounting software. Additionally, the audit trail of previous year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective year.

1. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner

Membership No. 122071 UDIN: 25122071BMMBET9599

Place: Mumbai Date: May 29, 2025

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ANNUAL REPORT 2024-2025

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WOCKHARDT LIMITED

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended March 31, 2025 and are therefore, the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For M S K C & Associates LLP (Formerly known as M S K C & Associates)

Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No.: 122071 UDIN: 25122071BMMBET9599

Place: Mumbai Date: May 29, 2025

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[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

i.	(a)	A	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.	The Company has maintained proper records showing full particulars including quantitative details and situation ofproperty, plant and equipment and relevant details of right-of-use assets.
i.	(a)	B	The Companyhas maintainedproper records showingfullparticulars of intangible assets.
i.	(b)	Property, Plant and Equipment was physically verifed by the management according to a phased programme designed to cover all items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of Property, plant and equipment, have been physically verifed by Management during the year. No material discrepancies were noticed on such verifcation.
i.	(c)	According to the information and explanations given to us, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the standalone fnancial statements are held in the name of the Company, except for the following which are not held in the name of the Company:
		Sr. No		Description of Property	Gross carrying value (`In Crores)	Held in the name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in name of Company
		1		Freehold Land	0.31	Mr. Habil Khorakiwala	Promoter and Director	20 Years	The Company is in the process of transferring of assets in the name of the Company.
i.	(d)	According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment including Right of Use assets and intangible assets during the year. Accordingly, the provisions stated under clause 3(i)(d) of the Order are not applicable to the Company.
i.	(e)	According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder. Accordingly, the provisions stated under clause 3(i)(e) of the Order are not applicable to the Company.
ii.	(a)	The inventory (excluding stocks with third parties and stocks-in-transit) has been physically verifed by the management during the year. In respect of inventory lying with third parties, these have substantially been confrmed by them and in respect of goods in transit, the goods have been received subsequent to the year end. No discrepancies were noticed in respect of such confrmations. In our opinion, the frequency, coverage and procedure of such verifcation is reasonable and appropriate, having regard to the size of the Company and the nature of its operations. The discrepancies noticed on physical verifcation of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.
ii.	(b)	During the year the Company has been sanctioned working capital limits in excess of`5 crores in aggregate from Banks and fnancial institutions on the basis of security of current assets. Based on the records examined by us in the normal course of audit of the standalone fnancial statements, quarterly returns / statements (including revised submission) fled with such Banks/ fnancial institutions are in agreement with the books of account of the Company.
iii.	(a)	According to the information explanation provided to us, the Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, frms, Limited Liability Partnerships or any other parties during the year. Accordingly, the provisions stated under clause 3(iii)(a), (c), (d), (e) and (f) of the Order are not applicable to the Company.
iii.	(b)	According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the investments made during the year are not prejudicial to the interest of the Company.
iv.	According to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 (‘the Act’), in respect of loans, investments, guarantees and security made where applicable.

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v.	According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor any amounts which are deemed to be deposits, within the meaning of the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly, the requirement to report under clause 3(iv) of the Order is not applicable to the Company.	According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor any amounts which are deemed to be deposits, within the meaning of the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly, the requirement to report under clause 3(iv) of the Order is not applicable to the Company.	According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor any amounts which are deemed to be deposits, within the meaning of the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly, the requirement to report under clause 3(iv) of the Order is not applicable to the Company.
vi.	Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specifed under Section 148(1) of the Act in respect of its products/ services. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii.	(a)	The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since efective 1 July 2017, these statutory dues has been subsumed into GST. According to the information and explanations given to us and the records examined by us, in our opinion, undisputed statutory dues including Goods and Services tax, provident fund, employees’ state insurance, income-tax, duty of customs or cess and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there has been a slight delay in a few cases. No undisputed amounts payable in respect of these statutory dues were outstanding as at March 31, 2025, for a period of more than six months from the date theybecamepayable.
vii.	(b)	According to the information and explanation given to us and the records examined by us, dues relating to Income Tax, Sales Tax, Service Tax, Duty of Excise, Goods and Services Tax, Customs Duty and Value Added Tax which have not been deposited as on March 31, 2025, on account of dispute, are given in Annexure 1 to this report.
viii.	According to the information and explanations given to us, there are no transaction which are not recorded in the books of account which have been surrendered or disclosed as income during the year in Income-tax Assessment under the Income Tax Act, 1961. Accordingly, the requirement to report as stated under clause 3(viii) of the Order is not applicable to the Company.
ix.	(a)		In our opinion and according to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to anylender.
ix.	(b)		According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or fnancial institution or government or any government authority.
ix.	(c)		In our opinion and according to the information and explanations provided to us, money raised by way of term loans duringtheyear have been applied for the purpose for which theywere raised.
ix.	(d)		According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone fnancial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes bythe Company.
ix.	(e)		According to the information explanation given to us and on an overall examination of the standalone fnancial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
ix.	(f)		According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Accordingly, the requirement to report under Clause 3(ix)(f) of the Order is not applicable to the Company.
x.	(a)		In our opinion and according to the information explanation given to us, the Company did not raise any money by way of initial public ofer or further public ofer (including debt instruments) during the year. Accordingly, the reportingrequirement under clause 3(x)(a) of the Order is not applicable to the Company.

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x.	(b)	(b)	According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made preferential allotment of equity shares or fully or partly convertible debentures during the year. In our opinion, in respect of private placement of equity shares made during the year, the Company has duly complied with the requirements of Section 42 and Section 62 of the Act. The net proceeds from issue of equity shares have been used for the purpose for which the funds were raised except for an amount of429.66 Crore which is unutilised as on balance sheet date and parked in mutual<br>funds, fxed deposit, current / cash credit account of the Company (Refer Note 16 to the Standalone Financial<br>Statements).<br>Further, as per monitoring agency report, there is a delay in implementation schedule of QIP to the extent of<br>343.22 Crore, basis the estimated utilization scheduleprovided for FY 2024-25 and FY 2025-26.
xi.	(a)		Based on our examination of the books and records of the Company and according to the information and explanations given to us, we report that no fraud by the Company or no fraud on the Company has been noticed or reported duringtheyear in the course of our audit.
xi.	(b)		During the year no report under Section 143(12) of the Act, has been fled by cost auditor, secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
xi.	(c)		As represented to us by the Management, there are no whistle-blower complaints received by the Company duringtheyear.
xii.	The Company is not a Nidhi Company. Accordingly, the provisions stated under clause 3(xii)(a) to (c) of the Order are not applicable to the Company.
xiii.	According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone fnancial statements as required by the applicable accountingstandards.
xiv.	(a)	In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.
xiv.	(b)	We have considered the internal audit reports of the Company issued till the date of our audit report, for the period under audit.
xv.	According to the information and explanations given to us, and based on our examination of the records of the Company, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, the requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi.	(a)	The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and accordingly, the requirements to report under clause 3(xvi)(a) of the Order is not applicable to the Company.
xvi.	(b)	The Company is not engaged in any Non-Banking Financial or Housing Finance activities during the year and accordingly, the provisions stated under clause 3 (xvi)(b) of the Order are not applicable to the Company.
xvi.	(c)	The Company is not a Core investment Company (CIC) as defned in the regulations made by Reserve Bank of India. Accordingly, the requirement to report under clause 3 (xvi)(c) of the Order is not applicable to the Company.
xvi.	(d)	The Group (as defned in the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any Core Investment Company (as part of its group). Accordingly, the requirement to report under clause 3(xvi)(d) of the Order is not applicable to the Company.
xvii.	Based on the overall review of standalone fnancial statements, Company has not incurred cash losses during the current fnancial year but has incurred cash losses amounting to`185 Crores during the immediately preceding fnancialyear.
xviii.	There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

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xix.	According to the information and explanations given to us and on the basis of the fnancial ratios (as disclosed in Note 49 to the standalone fnancial statements), ageing and expected dates of realisation of fnancial assets and payment of fnancial liabilities, other information accompanying the standalone fnancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within aperiod of oneyear from the balance sheet date, willget discharged bythe Companyas and when theyfall due.
xx	In our opinion and according to the information and explanations given to us, there is no unspent amount under sub- section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.
xxi.	The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone fnancial statements. Accordingly, no comment in respect of the said Clause has been included in the report.

For M S K C & Associates LLP (Formerly known as M S K C & Associates)

Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No.: 122071 UDIN: 25122071BMMBET9599

Place: Mumbai Date: May 29, 2025

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ANNEXUR ~~E~~ 1 TO ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT ON THE STANDALONE FINANCIAL ~~STATEMENTS OF WOCK~~ HARDT LIMITED FOR THE YEAR ENDED MARCH 31, 2025

Amount of dues of Income- Tax, Sales Tax, Service Tax, Duty of Excise, Goods and Service Tax, Customs Duty, Value Added tax which have not been deposited as at March 31, 2025 on account of dispute.

Name of the statute	Nature of dues	Amount (₹ in crore)*	Period to which the amount relates	Forum where dispute is pending
Income tax Act, 1961	Demand under Section 143(3)	4.04	FY 2003-04	High Court
	Demand under Section 143(3)	26.02	FY 2006-07	High Court
	Demand under Section 143(3)	81.14	FY 2011-12	Income Tax Appellate Tribunal
	Demand under Section 143(3)	0.90	FY 2013-14	Commissioner of Income Tax (Appeals)
	TDS (TRACES)	0.71	January 2012 to December 2017	TDS ofcers
	TDS Assessment order u/s 201/201(A)	0.05	FY 2015-16	Commissioner of Income Tax (Appeals)– TDS
Central Excise Act, 1944	Goods destroyed in fre accident.	4.44	April 2005 to March 2009	CESTAT, Ahmedabad
	Demand, Interest and Penalty towards exemption availed in EOU Unit.	21.22	May 2004 to March 2007	CESTAT, Mumbai
	Demand, Interest and Penalty for exempted goods cleared.	18.96	November 2006 to April 2013	CESTAT, Mumbai
	Education cess on Export Consignments	0.02	April 2005 to March 2006	Joint Commissioner
UP VAT/CST Act	Demand under Section 28 & Section 9(2)	0.25	April 2009 to March 2010	Addl. Commissioner Grade 2 (Appeals), U.P
	Sales Tax Due to under Invoicing and late deposit of tax	0.08	2003-04 to 2005-06	Joint Commissioner (Appeals), U.P
	Demand under Section 28 & Section 9(2)	0.29	April 2008 to March 2009	Addl. Commissioner Grade 2 (Appeals) frst, Ghaziabad
WB VAT/CST Act	Demand under various Sections	1.43	2007-08 to 2014-15	Commissioner (Appeals), West Bengal
Kerala VAT Act	Demand under Section 21	0.16	April 2011 to March 2014	Commissioner (Appeals), Kerala
Gujarat VAT Act	Additional tax on Fuel consumption	0.60	April 2010 to March 2013	Joint Commissioner (Appeals), Gujarat

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Name of the statute	Nature of dues	Amount (₹ in crore)*	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax/ VAT Act	Demand under CST and Goa VAT Act	1.25	2006-2007	Addl. Commissioner of Commercial Tax,Goa
	Demand under MVAT Act	3.04	April 2009 to March 2010	Maharashtra Sales Tax Tribunal
	Demand and Penalty under MVAT Act	0.71	April 2009 to March 2010	Maharashtra Sales Tax Tribunal
	Demand and Penalty under MVAT Act	19.39	April 2010 to March 2011	Maharashtra Sales Tax Tribunal
	Demand and Penalty under CST Act	2.59	April 2010 to March 2011	Maharashtra Sales Tax Tribunal
	Demand under CST Act	6.28	April 2011 to March 2012	Maharashtra Sales Tax Tribunal
	Demand under MVAT Act	7.85	April 2011 to March 2012	Maharashtra Sales Tax Tribunal
	Demand and Penalty under MVAT Act	8.72	April 2012 to March 2013	Maharashtra Sales Tax Tribunal
	Demand under MVAT Act	4.16	April 2013 to March 2014	Maharashtra Sales Tax Tribunal
	Demand under CST Act	0.27	April 2013 to March 2014	Maharashtra Sales Tax Tribunal
	Demand under MVAT Act	14.03	April 2014 to March 2015	Joint Commissioner (Appeals)
	Demand under MVAT Act	4.09	April 2015 to March 2016	Deputy Commissioner
	Demand under CST Act	0.13	April 2015 to March 2016	Deputy Commissioner
	Demand under MVAT Act	3.91	April 2016 to March 2017	Joint Commissioner (Appeals)
	Demand under MVAT Act	0.79	April 2017 to March 2018	Joint Commissioner (Appeals)
	Demand Under MVAT Act	1.25	1992-93 to 1997-98	Joint Commissioner (Appeals)
Goods and Services Tax Act, 2017	Interest on late fling of GST returns of Himachal Pradesh for the period Jul’17 to Dec’17 due to technical glitches on GSTportal	0.59	July 2017 to December 2017	Commissioner of Appeals
	Recovery of excess refund issued on account of exports value was wrongly considered i.e. lower of statement-2 and FOB value.	1.66	April 2018 to March 2019	Commissioner of Appeals

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Name of the statute	Nature of dues	Amount (₹ in crore)*	Period to which the amount relates	Forum where dispute is pending
Goods and Services Tax Act, 2017	Authorities are challenging the ITC credit towards ISD credit distributed in 2019-20 and refund is rejected to full extent	2.06	April 2019 to March 2020	Additional Commissioner (Appeals)
	Rejection of refund application flled u/s 54 of the Act	0.84	August 2017 to March 2018	Additional Commissioner (Appeals)
	Demand under GST Act	0.02	April 2017 to March 2018	Commissioner of Appeals.
	Demand under GST Act	0.13	April 2018 to March 2019	Joint Commissioner of State Tax
	Demand under GST Act	7.42	July 2017 to October 2021	Additional / Joint Commissioner of Central Tax
	Demand under GST Act	0.06	April 2017 to March 2018	Joint Commissioner of Central Tax(Appeals)
	Demand under GST Act	0.12	April 2017 to March 2018	Commissioner of Appeals
	Demand under GST Act	0.80	April 2017 to March 2018	Commissioner of Commercial Tax(Appeals)
	Demand under GST Act	4.61	April 2017 to March 2018	Commissioner of Appeals
	Demand under GST Act	0.04	April 2018 to March 2019	Assistant Commissioner of CT & GST(Appeal)
	Demand under GST Act	6.89	April 2018 to March 2021	Commissioner (Appeals)
	Demand under GST Act	1.94	April 2018 to March 2019	Commissioner of Appeals
	Demand under GST Act	0.07	April 2018 to March 2019	Commissioner of Appeals
	Demand under GST Act	0.47	April 2019 to March 2020	The Appellate Authority State Tax Appeals
	Demand under GST Act	0.32	April 2019 to March 2020	The Appellate Authority State Tax Appeals
	Demand under GST Act	0.02	April 2019 to March 2020	Commissioner of Central Tax
	Demand under GST Act	0.12	April 2020 to March 2021	Commissioner of Appeals
	Demand under GST Act	0.56	April 2017 to March 2018	Appellate Authority

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Name of the statute	Nature of dues	Amount (₹ in crore)*	Period to which the amount relates	Forum where dispute is pending
The Finance Act, 1994 (Service Tax)	Interest and penalty on non- payment of Service Tax on Import of certain services	0.81	April 2005 to March 2010	CESTAT, Mumbai
	Interest on non-payment of Service Tax on Import of certain services	0.07	April 2011 to March 2012	CESTAT, Mumbai
	Demand under Finance Act, 1994	0.23	April 2016 to June 2017	Assistant Commissioner, GST
	CENVAT Credit	0.65	April 2010 to March 2011	CESTAT, Mumbai
	Penalty under provision of Rule 15 of the CENVAT Credit Rules, 2004	3.01	April 2005 to March 2011	CESTAT, Mumbai
Custom Act, 1962	Customs Duty, Penalty and Interest	0.25	January 2013 to March 2015	CESTAT, Mumbai

Note 1: In respect of income tax, cases where net demand is outstanding as per department after adjusting refunds, have been considered for the above disclosure.

• Out of the above, amount paid/adjusted under protest by the Company for Excise, VAT, Service tax, Custom Duty, GST and Income Tax is ₹ 0.47 Crore, ₹ 44.08 Crores, ₹ 0.24 Crore, ₹ 0.22 Crore, ₹ 28.72 Crore and ₹ 83.96 Crores respectively.

Note 2: The aforesaid amounts under Income Tax Act, 1961 does not include demand against which the favorable order has been received by the assessee but has been further appealed by tax authorities at higher level.

Financial Year	Amount (in Crs)	Forum where dispute is further appealed
2000-01	5.00	High Court
2004-05	7.06	High Court
2009-10	52.26	High Court
2010-11	36.66	High Court
2011-12	42.47	High Court
2012-13	43.51	High Court
2013-14	36.30	High Court

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ANNEXUR ~~E~~ C TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL ~~STATEMENTS OF WOC~~ KHARDT LIMITED

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the Members of Wockhardt Limited on the Financial Statements for the year ended March 31, 2025]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to standalone financial statements of Wockhardt Limited (“the Company”) as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (‘ICAI’).

Management and Board of Director’s Responsibility for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone1 financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls With reference to Standalone Financial Statements

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

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Inherent Limitations of Internal Financial Controls With reference to Standalone financial statements

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

For M S K C & Associates LLP (Formerly known as M S K C & Associates)

Chartered Accountants

ICAI Firm Registration Number – 001595S/S000168

Bhavik L. Shah

Partner Membership No.: 122071 UDIN: 25122071BMMBET9599

Place: Mumbai Date: May 29, 2025

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BALANCE ~~S~~ HEET

~~As at March 31, 2025~~

(All amounts are in ` Crore, except per share data and unless stated otherwise)

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As at As at
Notes
March 31, 2025 March 31, 2024
ASSETS
Non-current assets
Property, Plant and Equipment 4 983 1,079
Right of use assets 4 257 315
Capital work-in-progress 4 79 56
Intangible assets 5 36 55
Intangible assets under development 5 1,181 777
Financial Assets
Investments in subsidiaries 6 297 297
Other investments 6 0 0
0.45 crore (Previous year - 0.45 crore)
Other non-current financial assets 7 52 64
Deferred tax assets (Net) 8 250 250
Non-current tax assets (Net) 75 99
Other non-current assets 9 104 97
3,314 3,089
CURRENT ASSETS
Inventories 10 426 321
Financial assets
i. Investments 11 422 –
ii. Trade receivables 12 612 566
iii. Cash and cash equivalents 13.1 35 463
iv. Bank balances (other than cash and cash equivalents) 13.2 78 23
v. Other current financial assets 14 85 101
Other current assets 15 332 194
1,990 1,668
Assets held-for-sale 32 104 111
Total Assets 5,408 4,868
EQUITY AND LIABILITIES
EQUITY
Equity share capital 16 81 77
Other equity 2,682 1,719
Equity attributable to the share holders of the Company 2,763 1,796
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities
Borrowings 17 937 891
Lease liabilities 34 195 265
Provisions 18 30 28
1,162 1,184
CURRENT LIABILITIES
Financial liabilities
i. Borrowings 19 590 899
ii. Lease liabilities 34 74 81
iii. Trade payables 20
Total outstanding dues of micro enterprises and small enterprises 47 28
Total outstanding dues of creditors other than micro enterprises and small enterprises 429 552
iv. Other current financial liabilities 21 93 173
Other current liabilities 22 218 127
Provisions 23 30 26
Current tax liabilities (Net) 2 2
1,483 1,888
Total Liabilities 2,645 3,072
Total Equity and Liabilities 5,408 4,868
Material Accounting Policies 3
The accompanying notes form an integral part of these financial statements
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As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608

Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

136

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STATEMENT OF PROFIT AND LOSS

For the Year ended March 31, 2025

(All amounts are in ` Crore, except per share data and unless stated otherwise)

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For the year ended For the year ended
Notes
March 31, 2025 March 31, 2024
INCOME
I Revenue from operations 24 1,402 1,154
II Other income 25 55 41
III Total Income (I + II) 1,457 1,195
IV Expenses
Cost of materials consumed 310 285
Purchase of Stock-in-Trade 172 162
Changes in inventories of finished goods, Stock-in-Trade and work-in-progress 26 (46) 14
Employee benefits expense 27 262 247
Finance costs 28 199 237
Depreciation and amortisation expense 4 & 5 168 176
Impairment of asset held for sale 32 – 79
Other expenses 29 404 403
Total Expenses (IV) 1,469 1,603
V Loss before exceptional items and tax (III - IV) (12) (408)
VI Exceptional items- charge 35 – (14)
VII Loss after exceptional items before tax (V + VI) (12) (422)
VIII Tax expense 8
Current Tax – –
Deferred Tax – –
IX Loss for the year (VII + VIII) (12) (422)
X Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss- charge
Consisting of re-measurement of net defined benefit liability (1) (1)
(ii) Income tax relating to items that will not be reclassified to Profit or Loss - charge – –
Other Comprehensive Income (Net of tax) (1) (1)
XI Total Comprehensive Income (IX+X) (Comprising Loss and Other Comprehensive Income for the year) (13) (423)
Earnings per equity share of face value of 5 each 30<br>Earnings per equity share<br>Basic earnings per share ( ) (0.76) (29.27)
Diluted earnings per share ( ` ) (0.76) (29.27)
Material Accounting Policies 3
The accompanying notes form an integral part of these financial statements
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As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608

Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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STATEME ~~N~~ T OF CHANGES IN EQUITY

~~For the Year ended March~~ 31, 2025

(All amounts are in ` Crore, except per share data and unless stated otherwise)

A. Equity Share Capital

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As at Changes in equity share capital As at Changes in equity share capital As at
April 01, 2023 during the year March 31, 2024 during the year March 31, 2025
72 5 77 4 81
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B. Other equity

` in crore

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Reserves and Surplus Total
Capital Reserves Capital Securities Share Options General Retained Other
Redemption Premium Outstanding Reserves Earnings Comprehensive
Capital Reserves Capital
(other than capital Contribution Reserve (CRR) Account income
contribution)
Balance as on April 01, 2023 173 66 819 799 16 273 (468) 3 1,681
Loss for the year – – – – – – (422) – (422)
Other Comprehensive income for the year – – – – – – – (1) (1)
- Re-measurement of net defined benefit
(liability) / asset
Total comprehensive Income – – – – – – (422) (1) (423)
Net additions/(deductions) on ESOP options – – – 2 (3) 2 – – 1
(Also Refer note 39)
Equity shares pursuant to Qualified – – – 475 – – – – 475
Institutional Placement (QIP)
(Also Refer note 16)
QIP expenses adjusted – – – (15) – – – – (15)
Balance as on March 31, 2024 173 66 819 1,261 13 275 (890) 2 1,719
Loss for the year – – – – – (12) – (12)
Other Comprehensive income for the year – – – – – – (1) (1)
- Re-measurement of net defined benefit
(liability) / asset
Total comprehensive Income – – – – – – (12) (1) (13)
Net additions/(deductions) on ESOP options – – – 3 (2) – 1
(Also Refer note 39)
Equity shares pursuant to Qualified – – – 995 – – – – 995
Institutional Placement (QIP)
(Also Refer note 16)
QIP expenses adjusted – – – (20) – – – – (20)
Balance as on March 31, 2025 173 66 819 2,239 11 275 (902) 1 2,682
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Notes: Nature and purpose of reserves:

Capital Reserves (other than capital contribution)

The reserve comprises of reserve created on amalgamation of the subsidiaries with the Company and redemption of certain preference shares at 25% of the face value pursuant to modification in the terms of issue.

Capital Contribution

Under Ind AS, preference shares have been measured at fair value at inception with reference to market rates and the difference to the extent pertaining to the Promoter Group have been recognised as capital contribution.

Capital redemption reserve

Capital redemption reserve was created during redemption of preference shares out of the profits of the Company in accordance with the requirements of Companies Act. Securities premium

Securities premium is used to record the premium received on issue of shares. It shall be utilised in accordance with the provisions of the Companies Act, 2013. Share Options Outstanding Account

The Company has adopted various equity-settled share based payment plans for certain categories of employees. Refer Note 39 for further details. General Reserve

General reserve forms part of the retained earnings and is permitted to be distributed to shareholders as part of dividend.

Material Accounting Policies Note 3

The accompanying notes form an integral part of these financial statements

As per our attached report of even date

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Chairman DIN: 00045608 Murtaza Khorakiwala Managing Director DIN: 00102650

Bhavik L. Shah

Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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STATEME ~~N~~ T OF CASH FLOWS

~~For the Year ended March~~ 31, 2025

(All amounts are in ` Crore, except per share data and unless stated otherwise)

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For the For the
year ended year ended
March 31, 2025 March 31, 2024
in crore in crore
CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES
Loss before tax (12) (422)
Adjustments for:
Exceptional items- Provision against inventories – 14
Depreciation and amortisation expense 168 176
Impairment of asset held for sale – 79
Allowance for expected credit loss, doubtful advances and bad debts (net of reversals/recovery) 9 17
Loss/(Profit) on sale of fixed assets (Net) (3) 0
(Previous year- 0.29 crore)<br>Gain on sale of investments (11) –<br>Finance costs 199 237<br>Net foreign exchange fluctuation (gain)/ loss, net (4) 1<br>Interest income (9) (6)<br>Employee share based payments expenses 1 1<br>Liabilities no longer required written back (22) (25)<br>Fair valuation impact on investments (7) –<br>Operating profit before working capital changes 309 72<br>Movements in Working capital<br>(Increase)/Decrease in Inventories (105) 28<br>Increase in Trade receivables (42) (15)<br>(Increase)/Decrease in Loans and Advances and other assets (167) 30<br>Increase in Liabilities and provisions 70 32<br>(Decrease)/Increase in Trade payables (106) 41<br>Cash (used in) /generated from operations (41) 188<br>Income tax refund/(paid)* 27 0<br>*(Previous year 0.04 crore)
Net cash (outflow)/ inflow from Operating activities (14) 188
CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES
Purchase of property, plant and equipment and capital work-in progress (41) (2)
Proceeds from sale of property, plant and equipment, including Asset held- for -sale * 10 0
(Previous year - 0.25 crore)<br> Guarantee commission received 36 –<br>Purchase of Intangible assets and Intangible assets under development (463) (86)<br>Purchase of Investments (net) (404) –<br>Margin money under lien and Bank balances (other than cash and cash equivalents) (41) 10<br>Interest received 3 3<br>Net cash outflow from Investing activities (900) (75)<br>CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES (REFER NOTE 46)<br>Proceeds from issuance of Equity share capital under Qualified Institutional Placement (QIP), net 983 468<br>Transaction cost related to Right Issue/QIP concluded during earlier years (1) (1)<br>Proceeds from Issuance of Equity share capital under ESOS* 0 0<br>*[ 0.02 crore (Previous year ` 0.01 crore)]
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For the For the
year ended year ended
March 31, 2025 March 31, 2024
in crore in crore
Proceeds from Long-term borrowings 50 75
Repayment of long-term borrowings (97) (214)
Short-term borrowings (net) (288) (16)
Loans from Related parties- Long term 380 402
Repayment of loans taken from Related parties- Long term (333) (114)
Repayment of loans taken from Related parties- Short term (45) (38)
Repayment of Lease liabilities ( refer note 2 below) (75) (82)
Finance costs paid (88) (134)
Unclaimed equity dividend transferred to IEPF – (0)
(previous year ` 0.49 crore)
Net cash inflow from Financing activities 486 346
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (428) 459
Cash and cash equivalents as at the beginning of the year 463 4
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR 35 463
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Reconciliation of cash and cash equivalents as per the cash flow statement

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As at As at
March 31, 2025 March 31, 2024
Cash and cash equivalents as per above comprise of the following
Cash – –
Balance with banks:
- in current account 35 463
Balance as per the Statement of cash flows 35 463
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Notes:

1. The above statement of cash flows has been prepared under the indirect method as set out in Ind AS 7 ‘Statement of Cash Flows’.

2. Repayment of lease liabilities consists of:

3. Payment of interest 27 crore (Previous year - 34 crore)

4. Payment of Principal 48 crore (Previous year - 48 crore)

5. Figures in bracket indicate cash outflow.

Material Accounting Policies

Note 3

The accompanying notes form an integral part of these financial statements

As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071

Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608 Murtaza Khorakiwala Managing Director DIN: 00102650 Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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NOTES FO ~~R~~ MING PART OF THE STANDALONE FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

Wockhardt Limited (WL or the ‘Company’) is a public limited company incorporated in India and has its registered office at D-4, MIDC, Chikalthana, Maharashtra, India. The Company’s equity shares are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

The Company and its subsidiaries (the ‘Group’) is a global pharmaceutical and biotech company with presence in UK, Switzerland, Ireland, Russia and many other countries. It has manufacturing and research facilities in India & UK and a manufacturing facility in Ireland and Dubai. The Company has a significant presence in Europe and India.

2. BASIS OF PREPARATION OF STANDALONE FINANCIAL STATEMENTS

A. Statement of compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ‘Ind AS’) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time and also the guidelines issued by Securities and Exchange Board of India(‘SEBI’), as applicable.

These financial statements were approved by the Board of Directors and authorised for issue on May 29, 2025.

• B. Functional and Presentation Currency

These financial statement are presented in Indian rupees, which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates All the amounts have been rounded off to the nearest crore except for share data and per share data, unless otherwise stated.

C. Basis of preparation

These Financial Statements have been prepared on accrual basis under the historical cost convention except for the following material items in the statement of financial position:

• certain financial assets and liabilities that are measured at fair value.

• share-based payments.

• Certain Property, Plant and equipments measured at fair value which has been considered as deemed cost.

• Net defined benefit liabilities.

D. Use of Estimates and Judgments

The preparation of the standalone financial statements in conformity with Ind AS requires the management to make judgements, estimates and assumption about the reported amounts of assets and liabilities (including contingent liabilities) on the date of standalone financial statement and the reported income and expenses during the year. The management believes that the judgements and estimates used in preparation of these financial statements are prudent and reasonable.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements and estimates in applying accounting policies:

The following are the critical judgements, and estimations, that the management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements. a) Judgements:

• (i) Right of Use assets:

• The Company has entered into several arrangements for lease of land from Government entities and other parties. The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

• ( ii) Impairment of trade receivables:

• The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

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(iii) Estimation of useful life

The useful life used to amortise or depreciate intangible assets or property, plant and equipment respectively relates to the expected future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from asset. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the Standalone statement of profit and loss.

The useful lives of Company’s assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life such as changes in technology.

b) Estimates :

(i) Deferred tax

The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits which are based on budgeted cash flow projections, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.

(ii) Legal, tax and other disputes:

The Company provides for anticipated settlement costs where an outflow of resources is considered probable and a reliable estimate may be made of the likely outcome of the dispute and legal and other expenses arising from claims against the Company. These estimates take into account the specific circumstances of each dispute and relevant external advice which are inherently judgmental and could change substantially over time as new facts emerge and each dispute progresses.

(iii) Post-employment benefits

The costs of providing gratuity and other post-employment benefits are charged to the income statement in accordance with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the employees’ services. The costs are assessed on the basis of assumptions selected by management. These assumptions include future earnings and salary increases, discount rates, expected long-term rates of return on assets and mortality rates.

(iv) Sales returns and rebates:

Revenue is recognized when significant control is transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably.

Gross turnover is reduced by rebates, discounts, allowances and product returns given or expected to be given, which vary by product arrangements and buying groups. These arrangements with purchasing organizations are dependent upon the submission of claims some time after the initial recognition of the sale. Accruals are made at the time of sale for the estimated rebates, discounts or allowances payable or returns to be made, based on available market information and historical experience.

Because the amounts are estimate, they may not fully reflect the final outcome, and the amounts are subject to change dependent upon, amongst other things, the types of buying group and product sales mix.

The level of accrual for rebates and returns is reviewed and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and projected market conditions.

Future events could cause the assumptions on which the accruals are based to change, which could affect the future results of the Company.

• (v) Provision for inventory

Inventory is stated at cost or net realizable whichever is lower. Provision for slow moving inventory is made based on historical experience with old inventory and the utilization plan of such inventory in the near future

• (vi) Recoverability of Property, plant & equipment and capital work in progress

Property, plant & equipment and old capital work in progress is assessed for recoverability based on management’s utilization plans, technical assessment of current condition of the underlying assets. Company does a periodic physical verification and inspection of these assets using internal and external experts to determine the condition and usability of these assets.

The Company also determines the recoverable value of the Cash generating units (CGU), basis the estimated future cash flows for assessment of potential impairment.

(vii) Intangible asset under development

Acquisition cost and development expenditure incurred in relation to New Chemical Entity (NCE) is tested for recoverability based on the estimated future cash flows, progress in development activity and other relevant updates. Changes in these assumptions could lead to potential impairment in the carrying value of these intangible assets under development.

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3. MATERI ~~A~~ L ACCOUNTING POLICIES:

~~a) Property, Plant an~~ d Equipment and Depreciation

• I. Recognition and Measurement:

• The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

• it is probable that future economic benefits associated with the item will flow to the entity; and

• the cost of the item can be measured reliably

• Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. The cost of an item of property, plant and equipment comprises:

• its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.

• any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in Statement of Profit and Loss. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

• II. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Statement of Profit and Loss.

Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest.

III. Depreciation and amortisation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation is provided, using the straight line method, pro-rata to the period of use of assets, in accordance with the requirements of Schedule II of the Companies Act, 2013, based on the useful lives of the assets determined through technical assessment by the management. The estimated useful lives followed by the Company are as follows:

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Assets Estimated useful life Estimated life as per
Schedule II
Leasehold land Over the period of lease
Buildings 10 – 61 years 30 – 60 years
Plant and Equipment 4 – 21 years 10 – 20 years
Furniture and Fixtures 6 – 20 years 8 – 10 years
Office Equipments 4 – 20 years 15 years
Information Technology Equipments 3 – 20 years 3 – 6 years
Vehicles 5 years 6 – 10 years
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Fixed assets whose aggregate cost is equivalent USD 5,000 or less are depreciated fully in the year of acquisition.

Freehold land is not depreciated.

Depreciation method, useful life and residual values are reviewed at each financial year end and adjusted if appropriate.

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (up to) the date on which asset is ready for use (disposed off).

b) Intangible assets

I. Recognition and Measurement:

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises of its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use.

Expenditure on development eligible for capitalisation are carried as Intangible assets under development where such assets are not yet ready for their intended use.

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II. Subsequent Expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

III. Amortisation

Intangible assets are amortised over their estimated useful life on Straight Line Method. The estimated useful lives followed by the Company is as follows:

by the Company is as follows:
Assets	Estimated useful life
Trade marks/Technical know how Computer software	3 – 10 years 3 – 10 years

The estimated useful lives of intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern, if any.

c) Research and Development

Research costs are expensed as incurred.

Development expenditure incurred on an individual project is carried forward when it meets the conditions of development phase under Ind AS 38 ‘Intangible Assets’ and it can be demonstrated that intangible asset under development will generate probable future economic benefits. Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

The carrying value of development costs is reviewed for impairment when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

d) Impairment of Non-financial assets (excluding goodwill)

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment exists.

If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the Statement of Profit and Loss.

The recoverable amount is the greater of the fair value less cost of disposal and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and Loss.

e) Foreign Currency Transactions / Translations:

• i) Transactions in foreign currencies are translated to the reporting currency at exchange rates at the dates of the transactions.

• ii) The Company has availed an option of continuing the policy adopted for exchange differences arising from translation of long term foreign currency monetary items outstanding as on March 31, 2016. Accordingly, foreign exchange gain/losses on long term foreign currency monetary items relating to the acquisition of depreciable assets are added to or deducted from the cost of such assets and in other cases, such gains or losses are accumulated in a ‘Foreign Currency Monetary Item Translation Difference Account’ to be amortised over the remaining life of the concerned monetary item.

f) Financial Instruments

• I. Financial assets

• (i) Classification of financial assets

  • The Company classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Debt instruments at amortised cost:

• A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

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Debt instruments at fair value through other comprehensive income (FVOCI):

~~Assets th~~ at are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/ (losses). Interest income from these financial assets is included in other income using the EIR method. The Company does not have any instruments classified as fair value through other comprehensive income (FVOCI).

Debt instruments measured at fair value through profit and loss (FVTPL):

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit and loss within other gains/(losses) in the period in which it arises. Interest income from these financial assets is included in other income. Equity investments:

Investment is subsidiaries, associates and joint ventures are measured at cost less impairment losses if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the statement of profit and loss.

All other equity investments which are in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company decides to classify the same either as at fair value through other comprehensive income (FVOCI) or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

For equity instruments classified as FVOCI, all fair value changes on the instrument, excluding dividends, are recognized in other comprehensive income (OCI). There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of such investments.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

The Company does not have any equity investments designated at FVOCI.

Dividend from investments is recognised as revenue when right to receive is established.

Interest income is recognized with reference to Effective Interest Rate Method.

Derivative financial instruments:

The Company uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit and Loss.

• (ii) Initial recognition and measurement

All financial assets (other than trade receivables) are recognised initially at fair value and for those instruments that are not subsequently measured at FVTPL, plus/minus transaction costs that are attributable to the acquisition of the financial assets.

Trade receivables are carried at original transaction price as the sales arrangements do not contain any significant financing component.

• (iii) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:

  • (a) the Company has transferred substantially all the risks and rewards of the asset, or

  • (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

• (iv) Impairment of financial assets

• In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) Financial assets that are debt instruments, measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

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• b) Trade receivables.

• The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, historical observed default rates are updated and changes in the forward-looking estimates are analysed.

• II. Financial Liabilities and equity instruments:

• Debt and equity instruments issued by the Company classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

• (i) Equity instruments:

  • An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

• (ii) Financial liabilities: - Classification:

Financial liabilities are classified as either ‘at FVTPL’ or ‘at amortised cost’. FVTPL liabilities consist of derivative financial instruments, wherein the gains/losses arising from remeasurement of these instruments is recognized in the Statement of Profit and Loss. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

• (iii) Initial recognition and measurement:

All financial liabilities are recognised initially at fair value and for those instruments that are not subsequently measured at FVTPL, plus/minus transaction costs that are attributable to issue of these instruments.

• (iv) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

• III. Fair value:

• (a) Level 1: The fair value of financial instruments quoted in active markets is based on their quoted closing price at the balance sheet date. Examples include exchange-traded commodity derivatives and other financial assets such as investments in equity and debt securities which are listed in a recognized stock exchange.

• (b) Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques using observable market data. Such valuation techniques include discounted cash flows, standard valuation models based on market parameters for interest rates, yield curves or foreign exchange rates, dealer quotes for similar instruments and use of comparable arm’s length transactions. For example, the fair value of forward exchange contracts, currency swaps and interest rate swaps is determined by discounting estimated future cash flows using a risk-free interest rate.

• (c) Level 3: The fair value of financial instruments that are measured on the basis of entity specific valuations using inputs that are not based on observable market data (unobservable inputs).

• IV. Financial guarantee contracts

• Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

• V. Offsetting of financial instruments

• Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

g) Income tax

Income tax expense comprises current and deferred tax. It is recognised in Statement of Profit and Loss except to the extent that it relates to items recognised directly in equity or in OCI.

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Cur ~~r~~ ent tax

~~Current tax compri~~ ses the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured at the amount expected to be recovered from or paid to the taxation authorities using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends if any.

Current tax assets and liabilities are offset only if, the Company:

a) has a legally enforceable right to set off the recognised amounts; and

• b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

• b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

h) Inventories

All inventories are valued at moving weighted average price other than finished goods, which are valued on moving average price. Finished goods and Work in progress is computed based on respective moving weighted average price of procured materials and appropriate share of labour and other manufacturing overheads.

Inventories are valued at cost or net realizable value, whichever is lower. Cost also includes all charges incurred for bringing the inventories to their present location and condition including non-creditable taxes and other levies.

The comparison of cost and net realisable value is made on an item-by-Item basis.

Inventories of stores and spare parts are valued at cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and to make the sale.

i) Revenue Recognition

Sale of goods

Revenue is recognized when significant control is transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. Accordingly, the timing of recognition of revenue is dependent on the specific terms agreed with the customer.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract. The timing of the transfer of control varies depending on the individual terms of the sales agreements.

Sale of Services, Out licensing fees and sale of intellectual property

Revenues from services, Out licensing fees and sale of intellectual property is recognized in accordance with the terms of the relevant agreement(s) as generally accepted and agreed with the customers, and when control transfers to such customers and the Company’s performance obligations are satisfied

Export and other Government Incentive

Export benefits available under prevalent schemes are accrued as revenue in the year in which the goods are exported and / or services are rendered, and when there is reasonable assurance that the conditions attached to them will be complied with, and the amounts will be received.

Other government incentives are also accrued as revenue when there is reasonable assurance that the conditions attached to them will be complied with, and the amounts will be received.

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Insurance claims

Insurance claims are accounted on acceptance of the claim and when it can be measured reasonably, and it is reasonable to expect ultimate collection.

Deferred revenue

Deferred revenue shall be recognized against the advances received from customers as and when the control over goods are transferred or services are rendered to buyer.

j) Employee Benefits

Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognised in Statement of Profit and Loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the Statement of Profit and Loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurement are recognised in Statement of Profit and Loss in the period in which they arise.

k) Share-based payment transactions

Employees Stock Options Plans (‘ESOPs’): The grant date fair value of options granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The expense is recorded for each separately vesting portion of the award as if the award was, in substance, multiple awards. The increase in equity recognized in connection with share based payment transaction is presented as a separate component in equity under ‘Share Options Outstanding Account’. The amount recognized as an expense is adjusted to reflect the actual number of stock options that vest.

l) Leases

The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contract involves the use of an identified asset (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Company has the right to direct the use of the asset.

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At t ~~h~~ e date of commencement of the lease, the Company recognizes a right-of-use asset (‘ROU’) and a corresponding lease liability ~~for all lease arrange~~ ment s in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease

The right-of-use assets are initially recognized at cost and subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

m) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed in the Notes. Contingent liabilities are disclosed for (1) possible obligations which will be confirmed only by future events not wholly within the control of the Company or (2) present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are not recognised in these financial statements as this may result in the recognition of income that may never be realised. Contingent assets (if any) are disclosed in the notes to the standalone financial statements.

n) Borrowing costs

Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowing. Borrowing costs include interest costs measured at EIR and exchange differences arising from foreign currency borrowings (other than long term foreign currency borrowings outstanding as of March 31, 2016) to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs, allocated to qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset up to the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

All other borrowing costs are recognised as an expense in the period which they are incurred.

o) Government Grants

Government grants are initially recognised as deferred income at fair value if there is reasonable assurance that they will be received and the Company will comply with the conditions associated with the grant;

• In case of capital grants, they are then recognised in Statement of Profit and Loss as other income on a systematic basis over the useful life of the asset.

• In case of grants that compensate the Company for expenses incurred are recognised in Statement of Profit and Loss on a systematic basis in the periods in which the expenses are recognised.

Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there is no uncertainty in receiving the same.

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p) Non-current assets held for sale

Non-current assets are classified as held for sale, if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable and sale is expected to be completed within one year from date of classification.

Non-current assets held for sale are presented separately in the current section of the standalone balance sheet. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, unless these items presented in the disposal group are deferred tax assets, assets arising from employee benefits and financial assets that are specifically exempt from the requirements.

Non-current assets are not depreciated or amortised while they are classified as held for sale.

q) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax available to equity share holders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

r) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

s) Cash Flow statement

Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard (Ind AS 7) - Statement of Cash Flows.

t) Operating cycle

All assets and liabilities have been classified as current or non-current as per Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Company’s normal operating cycle is twelve months.

u) Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31. 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind As 116 Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no significant impact on its financial statements.

On May 9, 2025, MCA notifies the amendments to Ind AS 21-Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1. 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.

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in Crore) As at March 31, 2024 3 265 798 7 1 1 4 1,079 275 40 315 56
(<br>Net Block As at March 31, 2025 3 253 715 6 2 1 3 983 218 39 257 79<br>As at March 31, 2025 – 139 1,258 25 6 13 71 1,512 311 8 319 –<br>Deductions/ Adjustments* – – 1 – – – – 1 11 – 11 –<br> Charge for the year* – 12 84 1 0 0 1 98 50 1 51 –<br>Accumulated Depreciation/Impairment As at April 01, 2024 – 127 1,174 24 6 13 70 1,414 272 7 279 –<br>As at March 31, 2025 3 392 1,972 31 8 14 74 2,495 529 47 576 79<br>Asset held for sale – – – – – – – – – – – –<br>Deductions/ Adjustments – – 1 – – – – 1 18 – 18 2<br>Gross Block (At Cost) Additions* – – 2 0 1 0 0 3 – – – 25<br> As at April 01, 2024 3 392 1,972 31 7 14 74 2,493 547 47 594 56<br> 0.30 crore 0.11 crore 0.11 crore
0.002 crore 0.48 crore

Particulars Freehold Land Buildings Plant and machinery Furniture and fixtures addition for year Vehicles * charge for the year Office Equipments addition for the year * charge for the year Information Technology Equipments addition for year TOTAL Right of use assets Buildings Leasehold Land TOTAL Capital work-in-progress
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in Crore) As at March 31, 2023 3 284 883 8 1 1 6 1,186 326 45 371 56
(<br>Net Block As at March 31, 2024 3 265 798 7 1 1 4 1,079 275 40 315 56<br>As at March 31, 2024 – 127 1,174 24 6 13 70 1,414 272 7 279 –<br>– – 8 – 0 – – 8 – – – –<br>Deductions/ Adjustments*<br>year* – 12 86 1 0 0 2 101 54 1 55 –<br>Accumulated Depreciation<br> Charge for the<br>As at April 01, 2023 – 115 1,096 23 6 13 68 1,321 218 6 224 –<br>Reason for not being held in the name of the Company<br>As at 2024 3 392 1,972 31 7 14 74 2,493 547 47 594 56<br>March 31, the assets in the name of the Company<br>The Company is in the process of transferring<br>Asset held for sale – 8 – – – – – 8 – 4 4 – Property held since FY 2004-05<br>– – 8 – – – – 8 – – – 2<br>Deductions/ Adjustments<br>Gross Block (At Cost)<br> – 1 1 – – – – 2 3 – 3 2<br>Title deeds held in the name of: H.F Khorakiwala-<br> Additions/ Adjustments<br>Promoter and Chairman<br> As at April 01, 2023 3 399 1,979 31 7 14 74 2,507 544 51 595 56 March 31, 2024 0<br>ing valuey<br>Gross carr March 31, 2025 0<br> 0.31 crore)<br>
0.01 crore
<br> 0.10 crore 0.18 crore<br> <br> Charge has been created against the aforesaid assets for the borrowings taken by the Company (Refer note 17 and note 19) Details of Immovable Properties not held in the name of the Company and in the process of getting transferred in the name of the Company is as below<br> 0.31 crore (Previous year -<br>Particulars Freehold Land Buildings Plant and machinery Furniture and fixtures Vehicles* * charge for the year * deduction/adjustments Office Equipments* * charge for the year Information Technology Equipments TOTAL Right of use assets Buildings Leasehold Land TOTAL Capital work-in-progress Category and Asset description Property, Plant and Equipment – Freehold land*
Notes: 4.1 4.2
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(` in Crore)
Particulars As at March 31, 2025 As at March 31, 2024
Less than 1 1-2 years 2-3 years More than Total Less than 1 1-2 years 2-3 years More than Total
year 3 years year 3 years
Project in progress 23 1 4 51 79 1 4 50 1 56
TOTAL 23 1 4 51 79 1 4 50 1 56
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Project in progress includes 47 crore (Previous year - 47 crore) incurred for proposed production of vaccine. Since the Company has put the plan of vaccine production in India on hold, it is now proposed to use these assets for production of alternate pharmaceutical products. The Company now plans to put the above assets to use by 2025-26.

5. INTANGIBLE ASSETS

(` in Crore)

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Particulars Gross Block (At Cost) Accumulated Amortisation Net Block
As at Additions/ Deductions/ As at As at Charge for Deductions/ As at As at As at
April 01, Adjustments Adjustments March 31, April 01, the year Adjustments March 31, March 31, March 31,
2024 2025 2024 2025 2025 2024
Trademarks/Technical know-how 226 – – 226 183 16 – 199 27 43
Computer software 61 – – 61 49 3 – 52 9 12
TOTAL 287 – – 287 232 19 – 251 36 55
Intangible assets under
development 777 404 – 1,181 – – – – 1,181 777
(` in Crore)
Particulars Gross Block (At Cost) Accumulated Amortisation Net Block
As at Additions/ Deductions/ As at As at Charge for Deductions/ As at As at As at
April 01, Adjustments Adjustments March 31, April 01, the year Adjustments March 31, March 31, March 31,
2023 2024 2023 2024 2024 2023
Trademarks/Technical know-how 220 6 – 226 168 15 – 183 43 52
Computer software 61 – – 61 45 4 – 49 12 16
TOTAL 281 6 – 287 213 19 – 232 55 68
Intangible assets under
development 767 10 – 777 – – – – 777 767
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NOTE 5.1 Intangible assets under development ageing schedule

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Particulars As at March 31, 2025 As at March 31, 2024
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Particulars	As at March 31, 2025	As at March 31, 2025	As at March 31, 2025	As at March 31, 2025	As at March 31, 2025	As at March 31, 2024	As at March 31, 2024	As at March 31, 2024	As at March 31, 2024	As at March 31, 2024
	Less than 1 year	1-2 years	2-3 years	more than 3 years	Total	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
Project inprogress	404	9	12	756	1,181	10	12	409	346	777

The Company expects to capitalise NCE 5222 amounting 726 crore (Previous year - 344 crore) by FY 2025-26/2026-27, NCE 4873 amounting 223 crore (Previous year - 208 crore) by FY 2025-26 and NCE 4282 amounting 232 crore (Previous year - 225 crore) by FY 2027-28.

6. NON-CURRENT FINANCIAL ASSETS - INVESTMENTS

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Investments in Subsidiaries:
Investment in Wholly owned subsidiaries at cost
Unquoted Equity Shares
1,307,368 (Previous year - 1,307,368) Equity shares of Wockhardt Europe Limited of par value £1 each fully paid up (including two fully 8 8
paid up shares held in the name of nominees of the Company)- incorporated in British Virgin Island
27,504,823 (Previous year - 27,504,823) Equity shares of Wockhardt UK Holdings Limited of 1p each fully paid up - incorporated in UK 75 75
2,000,000 (Previous year - 2,000,000) Equity Shares of 10 each fully paid up in Wockhardt Infrastructure Development Limited 4 4<br>(including six fully paid-up share of par value held in the name of the nominees of the Company)- incorporated in India<br>50,000 (Previous year - 50,000) Equity Shares of 10 each fully paid up in Wockhardt Medicines Limited (including six fully paid-up 0 0
share of par value held in the name of the nominees of the Company)- incorporated in India
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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
0.05 crore (Previous year - 0.05 crore)
50,000 (Previous year -50,000) Equity Shares of Wockhardt Bionova Limited (erstwhile Wockhardt Biologics Limited) of 10 each fully 0 0<br>paid up (including six fully paid up share of par value held in the name of the nominees of the Company)- incorporated in India<br>* 0.05 crore (Previous year - 0.05 crore)<br>Investment in Subsidiary at cost<br>Unquoted Equity Shares<br>44,600,000 (Previous year - 44,600,000) Equity Shares of Wockhardt Bio AG of CHF 1 each fully paid up- incorporated in Switzerland 210 210<br>and holding 85.85% shareholding)<br> 297 297<br>Aggregate book value of unquoted investments 297 297<br>Other Investments carried at fair value through profit or loss<br>Unquoted Equity Shares:<br>443,482 (Previous year: 443,482) Equity Shares of Narmada Clean Tech Limited (formerly known as Bharuch Eco-Aqua Infrastructure 0 0<br>Limited) of 10 each fully paid up
0.44 crore (Previous year- 0.44 crore)
6,300 (Previous year: 6,300) Equity Shares of Bharuch Enviro Infrastructure Limited of 10 each fully paid up* 0 0<br>* 0.01 crore (Previous year- ` 0.01 crore)
0 0
TOTAL 297 297
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7. NON-CURRENT FINANCIAL ASSETS-OTHERS (Unsecured, considered good unless otherwise stated)

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Security deposits (Refer note 7.1 below) 50 47
Deposit with maturity of more than 12 months – 15
Margin money (under lien) 2 2
TOTAL 52 64
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NOTE 7.1

Includes deposits with Related parties 48 crore (Previous year - 45 crore). Also Refer note 41

8. INCOME TAX NOTE 8.1 Tax recognised in profit or loss

|Particulars
Deferred tax
Origination and reversal of temporary diferences including carry forward losses
Deferred tax|For the
year ended
March 31, 2025
**in crore**<br>**–**<br>**–**||For the<br>year ended<br>March 31, 2024<br>in crore
–
–|
|---|---|---|---|
|Tax for theyear|–||–|

NOTE 8.2

Tax recognised in other comprehensive income

|Items that will not be reclassifed to proft or loss
Remeasurement of the defned beneftplans|For the
year ended
March 31, 2025
**in crore**<br>**–**|For the<br>year ended<br>March 31, 2024<br>in crore
–|
|---|---|---|
|TOTAL|–|–|

155

Saving Lives

NOTE 8. ~~3~~

~~Reconciliation of efect~~ ive tax rate

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Particulars For the For the
year ended year ended
March 31, 2025 March 31, 2024
in crore in crore
Loss before tax (a) (12) (422)
Tax using the Company’s domestic tax rate 34.944% (Previous year - 34.944%) (4) (147)
Non-deductible tax expenses 1 2
Deferred tax assets not recognised on loss 3 145
Tax credit as per profit or loss (b) – –
Effective average tax rate for the year (b)/(a) 0% 0%
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NOTE 8.4

Movement in deferred tax asset/(liabilities)

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March 31, 2025
Particulars Net balance Recognised in Recognised Recognised Net Deferred Deferred tax Deferred tax
April 01, 2024 profit or loss in Other directly in tax asset/ asset liability
Comprehensive equity (liability)
Income
Deferred tax asset/(liabilities)
Property, Plant and Equipment (244) 80 – – (164) – (164)
Unabsorbed losses 246 ( 92 ) – – 154 154 –
Loans and borrowings (2) 2 – – – – –
Employee benefits 12 – – – 12 12 –
Lease arrangements 23 6 – – 29 29 –
Allowance for credit loss 17 4 – – 21 21 –
Other items 2 – – – 2 2 –
Tax assets/(Liabilities) 54 – – – 54 218 (164)
Minimum Alternate Tax (MAT)
credit entitlement 196 – – – 196 196 –
Net tax assets/(Liabilities) 250 – – – 250 414 (164)
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March 31, 2024
Particulars Net balance Recognised in Recognised Recognised Net Deferred Deferred tax Deferred tax
April 01, 2023 profit or loss in Other directly in tax asset/ asset liability
Comprehensive equity (liability)
Income
Deferred tax asset/(liabilities)
Property, Plant and Equipment (244) – – – (244) – (244)
Unabsorbed depreciation/losses 246 – – – 246 246 –
Loans and borrowings (2) – – – (2) – (2)
Employee benefits 12 – – – 12 12 –
Lease arrangements 23 – – – 23 23 –
Allowance for credit loss 17 – – – 17 17 –
Other items 2 – – – 2 2 –
Tax assets/(Liabilities) 54 – – – 54 300 (246)
Minimum Alternate Tax (MAT) credit
entitlement 209 (13) – – 196 196 –
Net tax assets/(Liabilities) 263 (13) – – 250 496 (246)
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Notes:

i) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Minimum Alternative Tax (MAT credit) balance as on March 31, 2025 amounts to 196 crore (Previous year - 196 crore). Based on the current business prospects and, actions taken to implement Company's business strategies including expected monetisation of assets, it is probable that the said MAT credit and business loss will be availed in future years against the normal tax expected to be paid in those years.

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• ii) Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

• iii) Aggregate temporary differences and carried forward tax losses / unabsorbed for which no deferred tax has been created amounted to 731 crore (Previous year - 889 crore). These tax losses are available for set off against future taxable profits over next 8 years.

• iv) Carried Forward Losses

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(` in Crore)
Particulars For the year ended March 31, 2025 For the year ended March 31, 2024
Expiring within Expiring within Expiring within Expiring within
5 years 6-8 years Total 5 years 6-8 years Total
Losses for which no deferred tax is recognised 278 453 731 – 619 619
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9. OTHER NON-CURRENT ASSETS

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Capital advances 10 8
Security Deposits (Refer note 9.1 below) 15 11
Other advances (Refer note 9.2 below) 79 78
TOTAL 104 97
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The above amounts are net of provision amounting 8 crore (Previous year - 8 crore)

Note 9.1

Includes balances with Government and Semi-Government authorities amounting 13 crore (Previous year - 9 crore)

Note 9.2

Includes balances with Government authorities amounting 76 crore (Previous year - 75 crore)

10. INVENTORIES

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Raw Materials and components 110 114
Goods-in-transit 8 5
118 119
Work-in-progress 40 35
Finished goods 96 63
Stock-in-trade 31 25
Stores and spares 141 79
TOTAL 426 321
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Notes:

• a) Inventories are valued at cost or net realizable value, whichever is lower.

• b) Increase in provision of slow moving and non moving items for the year 11 crore (Previous year - charge 15 crore). These have been recognised as an expense during the year and are included in cost of materials consumed or changes in inventory of finished goods, work-in-progress and stock-in-trade. Also refer note 35.

• c) Raw material inventory includes certain inventory of 30 crore ( Previous year- 32 crore) (net), expiring by August 2025. The Company is confident of using this inventory in new products scheduled to be launched in future. Accordingly no provision has been made for the same.

11. CURRENT FINANCIAL ASSETS-INVESTMENT

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Investments carried at fair value through profit or loss:
Quoted Mutual funds 422 –
TOTAL 422 –
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157

Saving Lives

12. CURRENT FINANCIAL ASSETS-TRADE RECEIVABLES

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Unsecured considered good 627 578
Less: Allowance for expected credit loss (15) (12)
Total 612 566
Unsecured credit impaired 46 43
Less: Allowance for expected credit loss (46) (43)
TOTAL – –
TOTAL 612 566
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Note 12.1

The above balances include dues from private companies in which any director is a director or a member 0.97 crore (Previous year - 2 crore). [Also refer note 43 for information about credit risk and market risk of trade receivables]

Note 12.2

Trade Receivables ageing schedule

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As at March 31, 2025
Not due Less than 6 Months- 1-2 years 2-3 years More than Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 113 181 134 98 35 66 627
(ii) Undisputed Trade Receivables – credit impaired – – – – – 46 46
113 181 134 98 35 112 673
Less: Allowance for credit loss (1) (2) (1) (5) (6) (46) (61)
TOTAL 112 179 133 93 29 66 612
As at March 31, 2024
Not due Less than 6 Months- 1-2 years 2-3 years More than Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 96 193 161 52 28 48 578
(ii) Undisputed Trade Receivables – credit impaired – – – – – 43 43
96 193 161 52 28 91 621
Less: Allowance for credit loss (1) (1) (1) (6) (3) (43) (55)
TOTAL 95 192 160 46 25 48 566
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Note 13.1

Current Financial Assets-Cash and cash equivalents

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Bank balances
In current accounts 35 463
TOTAL 35 463
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Note 13.2 Current Financial Assets-Other bank balances

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
In current accounts ( balances subject to restrictions under Qualified Institutional placement and NCDs) – 1
Deposits with original maturity of less than 3 months (under lien) – 4
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158

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Deposits with original maturity of more than 3 months but less than 12 months (under lien) 37 6
Deposits with original maturity equal to 12 months (under lien) – 10
Deposits with original maturity of more than 12 months (under lien) – 0
previous year ` 0.46 crore
Margin money (under lien) 41 2
TOTAL 78 23
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Note:

Interest accrued on deposits is included in the carrying value of financial asset as these assets are measured at amortised cost

14. CURRENT FINANCIAL ASSETS-OTHERS

|Particulars
(Unsecured, considered good unless otherwise stated)
Guarantee fees receivable from related party (Refer note 41)
Other receivables (Receivable from Relatedparty 22 crore;Previousyear21 crore - Refer note 41)|As at
March 31, 2025
**in crore**<br>**41**<br>**44**||As at<br>March 31, 2024<br>in crore
76
25|
|---|---|---|---|
|TOTAL|85||101|

15. OTHER CURRENT ASSETS

15. OTHER CURRENT ASSETS
Particulars (Unsecured, considered good unless otherwise stated) Advance to suppliers (Refer note 15.1 below) Balances with / receivable from statutory / government authorities Other advances (Refer note15.2 below).	As at March 31, 2025 **in crore**<br>**82**<br>**236**<br>**14**|As at<br>March 31, 2024<br>in crore 30 153 11
TOTAL	332	194

Note 15.1

Advances to Suppliers include dues from private companies in which any director is a director or a member Nil (Previous year: 1 crore).

Note 15.2

Other advances includes inventory of Saleable goods 4 crore (Previous year - 2 crore)

Further the above balances are net of provisions amounting 23 crore (Previous year- 35 crore)

16. EQUITY SHARE CAPITAL

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
[a] Authorised share capital
250,000,000 (Previous year - 250,000,000) Equity shares of 5/- each 125 125<br> 2,000,000,000 (Previous year - 2,000,000,000) Preference shares of 5/- each
(There are no preference shares outstanding as of the balance sheet date) 1,000 1,000
1,125 1,125
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[b] Issued, Subscribed and Paid up As at March 31, 2025 As at March 31, 2024
Number of Amount Number of Amount
Shares in crore Shares in crore
Equity:
Outstanding at the beginning of the year 153,400,936 77 144,088,323 72
Add: Shares issued during the year pursuant to Qualified Institutional Placement (QIP) 9,049,773 4 9,285,163 5
Add: Shares issued during the year pursuant to ESOS 34,860 0 27,450 0
0.02 crore (Previous year- 0.01 crore)
Outstanding as at end of the year 162,485,569 81 153,400,936 77
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159

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• a) Dur ~~i~~ ng the year, in accordance with provisions of the Companies Act, 2013 and other related laws, the Company has allotted 9,049,773 Equity Shares of face value of ₹ 5 per Equity Share at price of ₹ 1,105 per Equity Share, aggregating to 1,000 crore through Qualified Institutional Placement (QIP). In the previous year, the Company had similarly allotted 9,285,163 equity shares, each with a face value of 5, at an issue price of ₹ 517 per share, aggregating to ₹ 480.04 crores.

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Details of the utilization of proceeds from QIP: (` in Crore)
Purpose of Utilization: Current year Previous year
Loan repayment 516 10
Payment of QIP related expenses 22 13
Other payments (Capital, R&D and other general expenses) 485 –
1,023 23
Amount parked in bank account/FDs/Mutual funds as on the balance sheet date 434 457
Amount retained towards QIP issue expenses 4 4
Net unutilised balance 430 453
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• b) The Company has only one class of equity shares having a par value of ` 5/- per share. Each holder of equity shares is entitled to one vote per share held and is entitled to dividend, if declared at the Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

• c) Shares reserved for issue under options:

• 185,595 (Previous year - 220,455) equity shares of face value ` 5 each have been reserved for issue under Wockhardt Stock Option Scheme -2011.

• d) Details of equity shares held by each shareholders holding more than 5% of total equity shares:

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As at March 31, 2025 As at March 31, 2024
Name of the shareholder Number of Percentage Number of Percentage
Shares Shares
Themisto Trustee Company Private Limited which holds these shares in its
capacity as the trustee of Habil Khorakiwala Trust which in turn holds these
shares in its capacity as the partner of the partnership firm Humuza Consultants. 65,244,744 40.15% 65,244,744 42.53%
includes 14,546,882 Equity Shares (Previous year - 40,824,800) pledged
e) Details of equity shares held by Promoter:
Name of the Promoter As at March 31, 2025 As at March 31, 2024 % Change during
No. of Shares % of Holding No. of Shares % of Holding the year
Habil F Khorakiwala 595,486 0.37% 597,286 0.39% -0.30%
Themisto Trustee Company Private Limited on behalf of 65,244,744 40.15% 65,244,744 42.53% –
Humuza Consultants
Themisto Trustee Company Private Limited on behalf of 130,000 0.08% 130,000 0.08% –
Habil Khorakiwala Trust
Murtaza Habil Khorakiwala 294,060 0.18% 294,060 0.19% –
Huzaifa Habil Khorakiwala 280,800 0.17% 280,800 0.18% –
Nafisa Habil Khorakiwala 5,565 0.003% 5,565 0.004% –
Miqdad H Khorakiwala 2,340 0.001% 2,340 0.002% –
Callirhoe Trustee Company Private Limited on behalf of 936,751 0.58% 936,751 0.61% –
Lysithea Discretionary Trust
Callirhoe Trustee Company Private Limited on behalf of 3,112,079 1.92% 2,660,000 1.73% 17.00%
Lysithea Consultants
Pasithee Trustee Company Private Limited on behalf of 650,000 0.40% 650,000 0.42% –
HNZ Discretionary Trust
Pasithee Trustee Company Private Limited on behalf of 4,420,000 2.72% 4,420,000 2.88% –
HNZ Consultants
Ananke Trustee Company Private Limited on behalf of 274,530 0.17% 274,530 0.18% –
Amalthea Discretionary Trust
Ananke Trustee Company Private Limited on behalf of 3,810,693 2.35% 3,660,000 2.39% 4.12%
Amalthea Consultants
TOTAL 79,757,048 49.09% 79,156,076 51.60%
Name of the Promoter As at March 31, 2024 As at March 31, 2023 % Change during
No. of Shares % of Holding No. of Shares % of Holding the year
Habil F Khorakiwala 597,286 0.39% 597,286 0.41% –
Themisto Trustee Company Private Limited on behalf of 65,244,744 42.53% 69,544,744 48.27% -6.18%
Humuza Consultants
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160

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ANNUAL REPORT 2024-2025

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Name of the Promoter As at March 31, 2024 As at March 31, 2023 % Change during
No. of Shares % of Holding No. of Shares % of Holding the year
Themisto Trustee Company Private Limited on behalf of 130,000 0.08% 130,000 0.09% –
Habil Khorakiwala Trust
Murtaza Habil Khorakiwala 294,060 0.19% 294,060 0.20% –
Huzaifa Habil Khorakiwala 280,800 0.18% 280,800 0.19% –
Nafisa Habil Khorakiwala 5,565 0.004% 5,565 0.004% –
Miqdad H Khorakiwala 2,340 0.002% 2,340 0.002% –
Callirhoe Trustee Company Private Limited on behalf of 936,751 0.61% 936,751 0.65% –
Lysithea Discretionary Trust
Callirhoe Trustee Company Private Limited on behalf of 2,660,000 1.73% 4,160,000 2.89% -36.06%
Lysithea Consultants
Pasithee Trustee Company Private Limited on behalf of 650,000 0.42% 650,000 0.45% –
HNZ Discretionary Trust
Pasithee Trustee Company Private Limited on behalf of 4,420,000 2.88% 4,420,000 3.07% –
HNZ Consultants
Ananke Trustee Company Private Limited on behalf of 274,530 0.18% 274,530 0.19% –
Amalthea Discretionary Trust
Ananke Trustee Company Private Limited on behalf of 3,660,000 2.39% 4,160,000 2.89% -12.02%
Amalthea Consultants
TOTAL 79,156,076 51.60% 85,456,076 59.31%
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17. NON-CURRENT FINANCIAL LIABILITY-BORROWINGS

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Secured
Term loans
Non-Convertible Debentures (Refer notes 17.1 below) – –
Other Term loans (Refer note 17.2 below) – –
Unsecured
Term loans
Loan from related parties ( Refer note 17.5) 936 889
Loans from Department of Science and Technology, Government of India ['GOI'] (Refer notes 17.3 below) 1 2
TOTAL 937 891
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Note 17.1

25,000 13.75% Secured Non-Convertible Debentures of ` 38, 600 each aggregating 97 crore has been repaid and security given against the aforesaid debentures stands released.

Note 17.2

Loan from STCI Finance Limited with interest rate 12.40% (Previous year- 13%) is secured by way of first paripassu charge on present and future movable fixed assets of the Company and, pledge of shares of Company held by Themisto Trustee Company Private Limited which holds these shares in its capacity as the trustee of Habil Khorakiwala Trust, Which in turn holds these shares in its capacity as the partner of the Partnership firm Humuza Consultants.

The above loan shall be repaid at the end of 36 months with a call/put option every 6-12 months, and has been shown under 'Current Maturities of long term debt'.

Note 17.3

Loans from GOI carry interest rate of 3% p.a. Loan amounting to 2 crore (Previous year- 2 crore) is repayable in equal annual instalments by March 2029.

Note 17.4

Current maturities of the above borrowings have been disclosed under Note 19.

Note 17.5

Borrowings from related parties amounting ` 936 crore are repayable by June 20, 2027 with an option to the Company to further renew the loan basis Company's assessment of the cash flows and liquidity position on that date

Loans from related parties carry interest rate in the range of 6.05 % p.a to 13.10 % p a.

161

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18 PROVISI ~~O~~ NS (NON-CURRENT)

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Provision for employee benefits (Refer note 38)
Compensated Absences (unfunded) 10 9
Gratuity (unfunded) 20 19
TOTAL 30 28
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19. CURRENT FINANCIAL LIABILITY - BORROWINGS

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Secured
Working capital facilities from banks (Refer Note 19.1 below) 217 491
Purchase financing (Refer Note 19.2) 4 19
Unsecured
Loan from related party (Refer Note 41) 244 218
Current maturities of long term debt (Refer Note 17) 125 171
TOTAL 590 899
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Note 19.1

Working capital facilities from Banks are secured by way of :

• (i) First charge on pari passu basis on present and future stock of raw materials, consumables, spares, semi-finished goods, finished goods, book debts and other current assets.

• (ii) Second charge on pari passu basis by way of mortgage of immovable properties and hypothecation of movable fixed assets, both present and future, located at all locations (other than Units at Kadaiya in Daman).

Note 19.2

Purchase financing from financial institution is secured against unconditional and irrevocable Bank Guarantees that stands as guarantee under this facility.

Note 19.3

Refer note 12 to 14 for carrying amount of current financial assets on which charge has been created.

20. CURRENT FINANCIAL LIABILITY-TRADE PAYABLES

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Trade payables
Outstanding dues of micro enterprises and small enterprises 47 28
Total outstanding dues of creditors other than micro enterprises and small enterprises 429 552
TOTAL 476 580
The carrying amount of trade payables as at reporting date approximates fair value
Note 20.1 DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS PER MSMED ACT, 2006:
a) Principal amount due to suppliers under MSMED Act, 2006 at the year end 47 28
b) Interest accrued, due to suppliers under MSMED Act on the above amount, and unpaid 2 2
c) Payment made to suppliers (other than interest) beyond the appointed day during the year 92 46
– –
d) Interest paid to suppliers under MSMED Act (Section 16)
e) Interest due and payable towards suppliers under MSMED Act for payments already made during the year 8 2
(f) Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act (including interest 10 8
mentioned in (e) above)
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The identification of micro and small enterprises is basis intimation received from vendors

In the previous year, the Company had written back interest amounting to ` 19 crore with respect to delayed payments to MSME vendors , basis the ageing of the dues, confirmation received from the vendors, considering the relevant regulatory provision, and basis the opinion obtained from external lawyer.

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NOTE 20.2

Trade Payables ageing schedule:

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As at March 31, 2025
Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed outstanding dues of micro 28 16 2 1 – 47
enterprises and small enterprises
(ii) Undisputed outstanding dues of creditors other 113 85 38 37 156 429
than micro enterprises and small enterprises
TOTAL 141 101 40 38 156 476
As at March 31, 2024
Not due Less than 1 year 1-2 years 2-3 years More than 3 Total
years
(i) Undisputed outstanding dues of micro 11 13 3 1 – 28
enterprises and small enterprises
(ii) Undisputed outstanding dues of creditors other 147 189 53 57 106 552
than micro enterprises and small enterprises
TOTAL 158 202 56 58 106 580
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21. CURRENT FINANCIAL LIABILITY-OTHERS

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Security deposits 13 13
Employee liabilities 15 33
Payable for capital goods 51 118
Other liabilities (includes interest under MSMED Act referred in Note 20.1) 14 9
TOTAL 93 173
22. OTHER CURRENT LIABILITIES
Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Payable for statutory dues 19 18
Advance received (Refer note 41 and 43) 199 109
TOTAL 218 127
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23. PROVISIONS (CURRENT)

23. PROVISIONS (CURRENT)
Particulars As at March 31, 2025 **in crore**<br>**Provision for employee benefts (Refer note 38)**<br>Compensated Absences (unfunded)<br>**4**<br>Gratuity (unfunded)<br>**7**|As at<br>March 31, 2024<br>in crore 4 7
11	11
Other provisions (Refer note 23.1 below) Provision for sales returns 19	15
19	15
Total 30	26

163

Saving Lives

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Note 23.1
Movement of provision for sales return
Opening Balance 15 12
Recognised during the year 12 11
Utilised during the year (8) (8)
Closing Balance 19 15
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Provision has been recognised for expected sales return on date expiry of products sold during 3 years.

24. REVENUE FROM OPERATIONS (REFER NOTE 40 AND 41)

24. REVENUE FROM OPERATIONS (REFER NOTE 40 AND 41)
Particulars For the year ended March 31, 2025 **in crore**<br>Sale of products<br>**1,235**<br>Sale of services<br>**66**<br>Sale of intellectual property<br>**4**<br>Other operating income - export incentives/cost recovery/PLI<br>**97**|For the year ended<br>March 31, 2024<br>in crore 1,091 54 – 9
Total 1,402	1,154

25. OTHER INCOME

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Interest income 9 6
Dividend received 0 0
0.0017 crore (Previous year- 0.0014 crore)
Exchange fluctuation gain, net 2 5
Other non-operating income (Refer note below) 44 30
Total 55 41
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Note:

Other non-operating income includes:

Liabilities no longer required written back 22 crore (Previous year: 25 crore).

26. CHANGE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Opening Inventories
Finished goods 63 68
Stock in trade 25 24
Work-in-progress 35 46
Add: Inventory for Saleable Returns 2 1
TOTAL 125 139
Closing Inventories
Finished goods 96 63
Stock in trade 31 25
Work-in-progress 40 35
Add: Inventory for Saleable Returns 4 2
TOTAL 171 125
(Increase) / Decrease in Inventories (46) 14
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27. EMPLOYEE BENEFITS EXPENSE

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Salaries and wages (Refer note 38) 236 222
Contribution to provident and other funds (Refer note 38) 12 12
Share based payments to employees (Refer note 39) 1 1
Staff welfare expenses 13 12
TOTAL 262 247
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28. FINANCE COSTS

28. FINANCE COSTS
Particulars For the year ended March 31, 2025 **in crore**<br>**Interest expense**<br>Interest expense on fnancial liabilities measured at amortised cost<br>**160**<br>On lease liabilities<br>**27**<br>Others<br>**9**<br>Other borrowing costs<br>**3**<br>Net loss on foreign currency transactions and translation *<br>**0**<br>* 0.14crore (Previous year -0.14crore)|For the year ended<br>March 31, 2024<br>in crore 190 34 10 3 0
TOTAL 199	237

29. OTHER EXPENSES

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Traveling and conveyance 30 25
Freight and forwarding charges 20 24
Sales promotion and other selling cost 23 10
Commission on sales 1 7
Power and fuel 75 68
Stores and spare parts consumed 33 18
Chemicals 22 21
Rent and amenity charges (Refer note 34 and note 41 ) 32 35
Rates and taxes 1 8
Repairs to buildings 2 3
Repairs to Plant and machinery 12 8
Repairs and Maintenance - others 26 18
Insurance 10 14
Legal and professional fees 32 26
Directors' sitting fees (Refer note 41 ) 1 1
Material for test batches 1 –
Equipment/Utility hire charges (Refer note 41 ) 16 16
Allowance for credit loss and Bad debts (net of reversals/recovery) (25) 3
Provision for doubtful advances 3 14
Clinical Trial Expenses 13 11
Miscellaneous expenses (Refer note 31 and 47) 76 73
TOTAL 404 403
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30. EARNIN ~~G~~ S PER SHARE

~~The calculations of Earni~~ ngs per share (EPS) (basic and diluted) are based on the earnings and number of shares as computed below:

Reconciliation of earnings

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Loss attributable to equity holders of the Company (12) (422)
TOTAL (12) (422)
Reconciliation of number of equity shares
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Weighted average number of shares in calculating Basic EPS 156,909,209 144,252,058
Add: Weighted average number of shares under ESOS 194,577 222,461
Weighted average number of equity shares adjusted for diluted EPS 157,103,786 144,474,519
Earnings per share (face value ` 5/- each)
Earnings per share - Basic in Rupees (0.76) (29.27)
Earnings per share - Diluted in Rupees (0.76) (29.27)
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31. AUDITOR'S REMUNERATION (EXCLUDING GOODS AND SERVICE TAX)

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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Audit Fees 1 2
Tax Audit Fees * 0 0
0.14 crore, net of earlier year reversals ( Previous year - 0.26 crore)
Other services@ 0 0
0.01 crore (Previous year - 0.15 crore)
Out of pocket expenses @ 0 0
0.10 crore (Previous year - 0.15 crore)
TOTAL 1 2
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@ Professional services fee relating to issuance of shares on Qualified Institutional Placement basis amounting to ` 0.50 crore (Previous

year- ` 0.42 crore) has been netted off from equity, hence, not included above.

32. During the previous year, Impairment of asset held for sale, consists of further impairment of nutrition business assets (classified as 'asset held for Sale') amounting ` 79 crore, basis quote received from prospective buyers.

Asset held for sale as on the balance sheet date consists of lands situated at Gujarat, Maharashtra and Punjab.

Efforts to sell the above assets classified as held for sale have commenced and a sale is expected to be concluded not beyond March 2026.

33. SEGMENT REPORTING

As the Company's annual report contains both Consolidated and Standalone Financial Statements, segmental information is presented only in the Consolidated Financial Statement.

34. LEASES

Lease liability as on the balance sheet date is as follows:

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As at As at
March 31, 2025 March 31, 2024
in crore in crore
Non-current portion 195 265
Current 74 81
TOTAL 269 346
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The weighted average incremental borrowing rate used for discounting is in the range of 7.30% to 9.65%

Refer Note 28 for Interest on lease Liabilities

Also refer Note 4 for details of Right-of-Use Assets and depreciation thereon.

The summary of practical expedients elected on initial application are as follows:

The Company has availed the exemption of not recognising right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application.

The Company’s lease asset classes primarily consist of leases for land and buildings .The leases for land/buildings are generally for a period ranging 10 years to 99 years. These leases can be extended for further 10 years to 99 years by mutual consent. Office premises are generally for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms. There are no restrictions imposed by lease arrangements or contingent rent payable. Certain portion of the land has been subleased.

In case of land that have been leased out for 95 years to 99 years, there are no material annual payments for the aforesaid leases.

Rental expenses on leases for a period of less than 12 months amounting to Nil (Previous year- Nil) and rent for low value assets amounting to 0.01 crore (Previous year- ` 0.18 crore) have been included under "Note 29 - Other expenses" under Rent.

Further, Refer Note 43 for maturity profile of lease liabilities.

35. EXCEPTIONAL ITEMS:

Exceptional Items booked during previous year amounting ` 14 crore consists of provision made against certain inventory purchased pursuant to a contract manufacturing agreement, the contractual obligations and commitments of which was not fulfilled by the customer.

36. CAPITAL EXPENDITURE ON RESEARCH AND DEVELOPMENT:

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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Intangibles under development 404 10
Other additions 2 0
Previous year - ` 0.20 crore
TOTAL 406 10
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37. THE AGGREGATE AMOUNT OF REVENUE EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT AND CHARGED TO STATEMENT OF PROFIT AND LOSS IS AS UNDER:

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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Chemicals and consumables 3 1
Employee cost 39 44
Travelling expenses 3 2
Power and fuel 6 7
Repair and maintenance 2 2
Printing and stationery * 0 0
* 0.16 crore (Previous year - 0.17 crore)
Communication expenses * 0 0
* 0.26 crore (Previous year - 0.14 crore)
Clinical trial expenses 13 11
Analysis expenses 1 2
Legal and professional expenses 2 0
* Previous year - ` 0.37 crore
Other Research and Development expenses 7 4
TOTAL 76 73
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38. EMPLOY ~~E~~ E BENEFITS

~~(A) Defned beneft pl~~ ans:

Gratuity liability is provided in accordance with the provisions of the Payment of Gratuity Act, 1972 based on actuarial valuation. The plan provides a lump sum gratuity payment to eligible employee at retirement ,termination of their employment or death of the Employee. The amounts are based on the respective employee's last drawn salary and the years of employment with the Company. The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Gratuity Gratuity
(Non-funded) (Non-funded)
in crore in crore
I. Expenses recognised in Profit or Loss:
1. Current Service Cost 2 2
2. Interest cost 2 2
Total Expenses 4 4
II. Expenses recognised in Other Comprehensive income:
1. Actuarial changes arising from changes in demographic assumptions – (1)
2. Actuarial changes arising from changes in financial assumptions 1 2
3. Actuarial changes arising from changes in experience adjustments 0 0
0.36 crore in current year (Previous year - 0.03 crore)
Total Expenses 1 1
III. Net Asset /(Liability) recognised as at balance sheet date:
1. Present value of defined benefit obligation 27 26
Net Asset /(Liability) (27) (26)
IV. Reconciliation of Net Asset / (Liability) recognised as at balance sheet date:
1. Net Asset/(Liability) at the beginning of year (26) (25)
2. Expense as per (I) & (II) above (5) (5)
3. Benefit paid 4 4
4. Net asset/(liability) at the end of the year (27) (26)
V. Maturity profile of defined benefit obligation
1. Within the next 12 months (next annual reporting period) 7 7
2. Between 2 and 5 years 14 13
3. Between 6 and 10 years 9 9
4. Weighted average duration (years) 5 5
VI. Quantitative sensitivity analysis for significant assumptions is as below:
1. Increase/(decrease) on present value of defined benefit obligation at the end of the year
(i) 0.5 per cent point increase in discount rate (1) (1)
(ii) 0.5 per cent point decrease in discount rate 1 1
(iii) 0.5 per cent point increase in rate of salary increase 1 1
(iv) 0.5 per cent point decrease in rate of salary increase (1) (1)
(v) 10 per cent point increase in attrition rate 0.15 0.19
(vi) 10 per cent point decrease in attrition rate (0.17) (0.20)
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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Gratuity Gratuity
(Non-funded) (Non-funded)
in crore in crore
2. Sensitivity analysis method
Sensitivity analysis is determined based on the expected movement in liability by varying a single parameter
while keeping all the other parameters unchanged.
VII. Actuarial Assumptions:
1. Discount rate (p.a) 6.65% 7.15%
2. Expected rate of salary increase (p.a) 3.00% 3.00%
3. Attrition rate 40% at lower service 40% at lower service
reducing to 10% at reducing to 10% at
higher service higher service
4. Mortality Age 20 years- 0.09%; Age 20 years- 0.09%;
Age 30 years- 0.10%; Age 30 years- 0.10%;
Age 40 years- 0.17% Age 40 years- 0.17%
Age 50 years- 0.44% Age 50 years- 0.44%
Age 60 years- 1.12% Age 60 years- 1.12%
5. Weighted average duration as on the balance sheet date - 4.99 years ( Previous year - 5.07 years)
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Notes:

• (a) Amount recognised as an expense in the Statement of Profit and Loss and included in Note 27 under Salaries and wages:

Gratuity 4 crore (Previous year - 4 crore) and Compensated Absences 4 crore (Previous year - 4 crore).

The above amount includes amount pertaining to Key Managerial personnel 1 crore (Previous year- 1 crore)

• (b) The plan above is typically exposed to actuarial risk such as Mortality risk, withdrawal rate risk and salary risk

• Mortality risk: The present value of the Defined benefit plan liability is calculated by reference to the best estimate of the mortality plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

• Withdrawal rate risk: The plan faces the withdrawal rate risk. If the actual withdrawal rate is higher, the benefits would be paid earlier than expected.

• Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

• (c) Expected Employers contribution for the next year is Nil

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(B) Defined contribution plan -

The Company makes contributions towards provident fund and superannuation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.

Amount recognised as an expense in the Statement of Profit and Loss - included in Note 27 - Contribution to provident and other funds:

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Provident fund 10 10
Others (Employee State insurance and other funds) 2 2
TOTAL 12 12
The above amount includes amount pertaining to Key Managerial personnel 1 1
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39. SHARE BASED PAYMENTS TO EMPLOYEES

The ESOP Compensation Committee of the Board of Directors has, under Wockhardt Stock Option Scheme -2011 ('the Scheme' or 'ESOS') granted options to the selected employees of the Company and its subsidiaries, in accordance with the provisions of Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014. The method of settlement is by issue of equity shares to the selected employees who have exercised the options. The scheme shall be administered by the compensation committee of Board of directors.

The options issued vests in periods ranging 1 year to 7 years 6 months from the date of grant, and can be exercised during such period not exceeding 7 years.

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Employe ~~e~~ stock option activity under Scheme 2011 is as follows:

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Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
a) Outstanding at beginning of the year 220,455 293,455
b) Granted during the year – –
c) Lapsed during the year (re -issuable) * – 45,550
d) Exercised during the year ( and shares allotted) 34,860 27,450
e) Outstanding at the end of the year: 185,595 220,455
of which Options vested and exercisable at the end of the year 129,695 147,805
weighted average exercise price 5 per share<br>Range of weighted average share price on the date of exercise per share 917- 1,649 168- 465<br>Weighted average share price for the period 1,037 309<br>Range of weighted average fair value of options on the date of grant per share 264 - 967 264 - 967<br>No option have been forfeited during the year or in the previous year.<br>For the year ended For the year ended<br>March 31, 2025 March 31, 2024<br>Fair value of the options have been computed as per the Black Scholes Pricing Model<br>The key assumptions used to estimate the fair value of options are :<br>Range of stock price at the time of option grant ( Per share) 269 - 971 269 - 971
Range of expected life 1 year - 8 years 1 year - 8 years
Range of risk free interest rate 5% -9 % 5% -9 %
Range of Volatility 46% - 88% 44% - 88%
Range of weighted average exercise price ( Per share) 5 ` 5
Range of Weighted average remaining contractual life 1 year - 10 years 2 years - 11 years
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The working of stock prices has been done by taking historical price movement of the closing prices which includes change in price due to dividend, hence dividend is not factored separately. Volatility is based on the movement of stock price on NSE based on the price data for last 12 months upto the grant date.

40. REVENUE:

• (a) As per Ind AS 115: "Revenue from Contracts with Customers" , the Company has classified its Revenue as:

• Sale of products and services: Revenue is recognised when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control over the promised goods and/or services to the customer. This transfer of control is generally at a point of time of shipment to or receipt of products by the customer or when the services are performed. The amount of Revenue to be recognised is based on the consideration the Company expects to receive in exchange for its goods/services. If the contract contains more than one obligation, the consideration is allocated based on the standalone selling price of each performance obligation.

  • Rebates, discounts, commissions and bonuses (including cash discounts offered to customers for prompt payment) are provided and recorded as deduction from revenue at the time the related revenue is recorded. These rebates are calculated based on the historical experience and the specific terms in individual agreements. Sales returns are recognised and recorded as deductions based on historical experience of customer returns. and such other relevant factors.

• Sale of intellectual property, Assignment of New Chemical Entity, Sale of Trademarks and Out licensing fees: Revenue is recognised when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control to the customer taking into consideration the specific terms of the agreement and when the risk of reversal of revenue recognition is remote.

There is no significant financing component as the credit period provided by the Company is not significant.

Variable components such as discounts, sales returns etc. continues to be recognised as deductions from revenue in compliance with Ind AS 115.

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(b) Disaggregation of Revenue from operations:

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Particulars (for details refer note 24) For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Total revenue from Customers 1,305 1,145
Other Operating income 97 9
TOTAL 1,402 1,154
(c) Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Total Gross revenue, net of estimated returns as referred in Note 23.1 1,307 1,147
Less: Discounts (2) (2)
Revenue from contract with customers 1,305 1,145
Other Operating income 97 9
TOTAL 1,402 1,154
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(d) Movement in contract liabilities:

The contract liabilities consists advance received from customers for goods/services to be supplied. Revenue shall be recognised on transfer of control of goods /services rendered.

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Particulars As at As at
March 31, 2025 March 31, 2024
in crore in crore
Opening balances 109 74
Add: Advances received during the year 340 267
Less: Income booked during the year (refer note 43 - Financial risk management- Exposure to currency risk) (250) (232)
CLOSING BALANCES 199 109
Expected revenue recognition from remaining performance obligations :
- within one year 199 109
- more than 1 year – –
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41. RELATED PARTY DISCLOSURES

As per Ind AS 24, the list of Related Parties and disclosure of transactions with these parties are given below:

(a) Parties where control exists

Subsidiary Companies (including step down subsidiaries)

• 1 Wockhardt UK Holdings Limited

• 2 CP Pharmaceuticals Limited

• 3 CP Pharma (Schweiz) AG

• 4 Wallis Group Limited

• 5 The Wallis Laboratory Limited

• 6 Wockhardt Farmaceutica Do Brasil Ltda

• 7 Wallis Licensing Limited

• 8 Wockhardt Infrastructure Development Limited

• 9 Z & Z Services

• 10 Wockhardt Europe Limited

• 11 Wockhardt Nigeria Limited

• 12 Wockhardt USA LLC

• 13 Wockhardt UK Limited

• 14 Wockpharma Ireland Limited

• 15 Pinewood Laboratories Limited

• 16 Pinewood Healthcare Limited

• 17 Laboratoires Negma S.A.S.

• 18 Wockhardt France (Holdings) S.A.S. ( upto November 7, 2024)

• 19 Wockhardt Holding Corp

• 20 Morton Grove Pharmaceuticals, Inc.

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• 21 MGP Inc.

• 22 Wockhardt Farmaceutica SA DE CV

• 23 Wockhardt Services SA DE CV

• 24 Wockhardt Bio AG

• 25 Wockhardt Bio (R) LLC

• 26 Wockhardt Bio Pty Limited

• 27 Wockhardt Bio Limited

• 28 Wockhardt Medicines Limited

• 29 Wockhardt Bionova Limited ( erstwhile known as Wockhardt Biologics Limited)

Other parties exercising control

Humuza Consultants*

• Themisto Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Habil Khorakhiwala Trust which in turn holds these shares in its capacity as the partner of the partnership firm Humuza Consultants. Habil Khorakiwala Trust**

** Themisto Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Habil Khorakhiwala Trust.

(b) Other related party where transactions have taken place during the year Enterprises over which Key Managerial Personnel exercise significant influence/Control:

Palanpur Holdings and Investments Private Limited Khorakiwala Holdings and Investments Private Limited Wockhardt Hospitals Limited Merind Limited Wockhardt Foundation Carol Info Services Limited Dr. Habil Khorakiwala Education and Health Foundation (Trust)-[Wockhardt Global School] Wockhardt Regenerative Private Limited Denarius Estate Development Private Limited Banneret Trading Private Limited Dartmour Holding Private Limited Amadou Estate Development Private Limited Shravan Constructions Private Limited Holmdene Constructions Sharanya Chemicals and Pharmaceuticals Private Limited Khorakiwala Foundation Themisto Trustee Company Private Limited Amalthea Consultants#

Ananke Trustee Company Private Limited holds shares in the Company in its capacity as the trustee of Amalthea Discretionary Trust (ADT) which in turn holds these shares in its capacity as the partner of the partnership firm Amalthea Consultants. Genista Trading and Services Private Limited Ananke Trustee Company Private Limited Callirhoe Trustee Company Private Limited HNZ Consultants HNZ Discretionary trust Amalthea Discretionary trust Lysithea Consultants Lysithea Discretionary trust Adrastea Trading and Services LLP HZ Trading and Services LLP HNZ Trading and Services LLP Pasithee Trustee Company Private Limited Megaclite Trading Private Limited Impala Advisory Services Private Limited Sinope Advisory Services Private Limited Step Forward Advisory Services Private Limited Kendo Advisory Services Private Limited Lysithea Trading and Services LLP Helike Trading and Services LLP Amalthea Trading and Services LLP Dr. Habil Khorakiwala Education and Health Foundation [Section 8 Company] Enersynk Private Limited

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Key managerial personnel

H.F. Khorakiwala- Chairman

Aman Mehta- Non-Executive Independent Director (upto March 31, 2024) D S Brar- Non-Executive Independent Director (upto March 31, 2024) Sanjaya Baru- Non-Executive Independent Director (upto March 31, 2024) Tasneem Mehta- Non-Executive Independent Director (upto September 29, 2024) Vinesh Kumar Jairath- Non-Executive Independent Director Akhilesh Gupta - Non-Executive Independent Director Huzaifa Khorakiwala - Executive Director Murtaza Khorakiwala - Managing Director Zahabiya Khorakiwala - Non-Executive Non- Independent Director Amelia Fernandes-Non-Executive Independent Director (w.e.f July 18, 2023) Ahmad Javed - Non-Executive Independent Director (w.e.f May 28, 2024)

• (C) Transactions with related parties during the Year:

• (All the amounts mentioned below for the disclosure are the contractual amounts based on the arrangement with respective parties)

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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Subsidiary Companies (including step down subsidiaries)
Management and Technical fees [CP Pharmaceuticals Limited 0.20 crore (Previous year - 0.29 crore), Wockhardt
UK Limited 0.35 crore (Previous year - 0.52 crore), Wockhardt USA LLC 0.19 crore (Previous year - 0.22 crore),
Wockhardt Bio AG 4 crore (Previous year - 4 crore), Pinewood Laboratories Limited 0.46 crore (Previous year<br>- 1 crore), Morton Grove Pharmaceuticals, Inc. 0.08 crore (Previous year - 0.28 crore), Wockhardt Bio (R) LLC
0.02 crore (Previous year - 0.02 crore)] 5 5
Sales [CP Pharmaceuticals Limited 0.25 crore (Previous year - Nil), Wockhardt Bio AG 173 crore (Previous year<br>- 115 crore), Wockhardt Bio (R) LLC 35 crore (Previous year - 36 crore)] 208 151
Rent and Utility fees to Wockhardt Infrastructure Development Limited 31 31
Recovery of Support service cost from Wockhardt Infrastructure Development Limited 0.13 crore (Previous year-<br> 0.13 crore)] 0 0
Purchase of Intellectual property from Wockhardt Bio AG 379 –
Research and Development service income from Wockhardt Bio AG 61 49
Land Premium to Wockhardt Infrastructure Development Limited – 0
Nil ( Previous year- 0.04 crore)
Transfer of fixed assets by Wockhardt Bio AG Nil ( Previous year - 002 crore) – 0
Purchase of materials by the Company from C P Pharmaceuticals Limited 8 54
Expenses recovered [Morton Grove Pharmaceuticals, Inc. 0.03 crore (Previous year- 0.03 crore), Wockhardt
USA LLC 0.21 crore (Previous year - 0.12 crore), Wockhardt Bio AG 0.11 crore (Previous year - 0.09 crore),
Wockhardt UK Limited 1 crore (Previous year- 0.28 crore), Pinewood Laboratories Limited 1 crore (Previous<br>year - 0.18 crore), Wockhardt Bio (R) LLC 0.05 crore (Previous year - 0.07 crore), C P Pharmaceuticals Limited
0.02 crore (Previous year- 0.01 crore)] 3 1
Reimbursement of expenses [Wockhardt Bio AG 4 crore (Previous year - 2 crore), CP Pharmaceuticals Limited
1 crore (Previous year - 2 crore), Wockhardt UK Limited 0.29 crore (Previous year- Nil ), Wockhardt Bio (R) LLC
1 crore (Previous year - 1 crore), Pinewood Laboratories Limited 0.30 crore (Previous year- 1 crore)] 6 5
Receivables from Laboratoires Negma S.A.S no longer recoverable, written off 1 –
Advance received against export of goods from Wockhardt Bio (R) LLC 19 14
Advances received for supply of goods and services adjusted with outstanding receivable Wockhardt Bio (R) LLC 18 8
Balance paid by Wockhardt USA LLC on behalf of the Company – 1
Key managerial personnel
Remuneration [Chairman 4 crore (Previous year - 4 crore), Managing Director 3 crore (Previous year - 2 crore),
Executive Director 3 crore (Previous year - 2 crore)] 9 8
Contribution to Provident fund [Chairman 0.42 crore (Previous year - 0.42 crore), Managing Director 0.36 crore<br>(Previous year - 0.36 crore), Executive Director 0.36 crore (Previous year - 0.36 crore)] 1 1
Contribution towards gratuity and compensated absences [Chairman Nil (Previous year - 0.43 crore), Managing
Director 0.02 crore (Previous year - 0.33 crore), Executive Director 0.02 crore (Previous year - 0.33 crore)] 0 1
Director sitting fee paid [D S Brar Nil (Previous year - 0.16 crore), Sanjaya Baru Nil (Previous year - 0.14 crore),
Tasneem Mehta 0.06 crore (Previous year - 0.16 crore), Aman Mehta Nil (Previous year - 0.14 crore),
Vinesh Kumar Jairath 0.14 crore (Previous year - 0.17 crore), Zahabiya Khorakiwala 0.03 crore (Previous year-<br> 0.03 crore), Akhilesh Gupta 0.11 crore (Previous year - 0.11 crore), Amelia Fernandes 0.12 crore (Previous<br>year - 0.10 crore), Ahmad Javed 0.10 crore (Previous year- Nil)] 1 1
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For the year ended For the year ended
March 31, 2025 March 31, 2024
in crore in crore
Payments made by the Company on behalf of [Chairman Nil (Previous year - 0.14 crore), Managing Director Nil<br>(Previous year - 0.14 crore) , Executive Director Nil (Previous year- 0.14 crore). This has already been recovered – 0
Other related party where transactions have taken place during the year
Rent paid [Palanpur Holdings and Investments Private Limited 1 crore (Previous year - 1 crore), Carol Info Services
Limited 87 crore (Previous year - 97 crore)]
rent paid has been disclosed as Right of use assets and Lease liabilities in accordance with Ind AS 116 88 98
Donation given to Wockhardt Foundation (Previous year - 0.10 crore) – 0<br>Reimbursement of Expenses to Carol Info Services Limited 3 1<br>Consultancy charges paid to Enersynk Private Limited* 0 –<br>*current year 0.24 crore
Sale of Fixed assets to Wockhardt Regenerative Private Limited 0 –
current year 0.01 crore 0 0<br>Rent and other miscellaneous income [Wockhardt Foundation Nil (Previous year - 0.0024 crore), Dr. Habil<br>Khorakiwala Education and Health Foundation (Trust) 0.0006 crore (Previous year - 0.0012 crore), Wockhardt<br>Regenerative Private Limited 0.0003 crore (Previous year - 0.0003 crore) , Wockhardt Hospitals Limited Nil
(Previous year - 0.0002 crore )] 0 0<br>Salary paid to the teaching staff of Wockhardt Global School 3 3<br>Recovery of Utility Fees from Wockhardt Global School* 4 0<br>* 0.47 crore in previous year
The Company has given school premises on lease to Wockhardt Global School without rent
Loan taken from [Khorakiwala Holdings and Investments Private Limited 185 crore (Previous year - Nil), Merind
Limited 1 crore (Previous year - 109 crore), Ananke Trustee Company Private Limited 41 crore (Previous year<br>- 93 crore ), Callirhoe Trustee Company Private Limited 5 crore (Previous year - Nil ), Palanpur Holdings and
Investments Private Limited 73 crore (Previous year - 200 crore), Themisto Trustee Company Private Ltd 75<br>crore (Previous year- Nil)] 380 402
Interest on loan taken [Khorakiwala Holdings and Investments Private Limited 20 crore (Previous year - 18 crore),
Merind Limited 9 crore (Previous year - 10 crore), Themisto Trustee Company Private Limited 4 crore (Previous<br>year - Nil ), Ananke Trustee Company Private Limited 25 crore (Previous year - 22 crore ), Callirhoe Trustee
Company Private Limited 16 crore (Previous year - 21 crore), Palanpur Holdings and Investments Private Limited
18 crore (Previous year - 6 crore)] 93 77
Loan repaid [Khorakiwala Holdings and Investments Private Limited 137 crore (Previous year - 8 crore), Merind
Limited 1 crore (Previous year - 70 crore), Ananke Trustee Company Private Limited 41 crore (Previous year -<br> 14 crore), Callirhoe Trustee Company Private Limited 71 crore (Previous year - 18 crore), Palanpur Holdings and
Investments Private Limited 73 crore (Previous year - 42 crore), Themisto Trustee Company Private Ltd 56 crore<br>(Previous year- Nil)] 379 152
Lease rent income [Khorakiwala Holdings and Investments Private Limited 0.13 crore (Previous year - 0.13 crore) 0 0
Recovery of Support Service Cost [Khorakiwala Holdings and Investments Private Limited 0.13 crore (Previous year<br>- 0.13 crore), Merind Limited 0.13 crore (Previous year - 0.13 crore) 1 1
Carol Info Services Limited 0.40 crore (Previous year- 0.40 crore),Palanpur Holdings and Investments Private
Limited 0.13 crore (Previous year - 0.13 crore )]
Expenses recovery from Holmdene Constructions (Current year- 0.01 crore; Previous year - 0.01 crore) 0 0
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(d) Related party balances

(All the amounts mentioned below for the disclosure are the contractual amounts based on the arrangement with respective parties. Where such amounts are different from carrying amounts as per Ind AS financial statements, their carrying values have been separately disclosed in brackets.

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As at As at
March 31, 2025 March 31, 2024
in crore in crore
Subsidiary Companies (including step down subsidiaries)
Trade receivables [CP Pharmaceuticals Limited 2 crore (Previous year - 2 crore), Z&Z Services GmbH 0.09 crore (Previous<br>year - 0.09 crore), Wockhardt USA LLC 4 crore (Previous year - 3 crore), Wockhardt Bio Pty Limited 0.02 crore (Previous<br>year - 0.02 crore), Wockhardt Bio AG 365 crore (Previous year - 321 crore), Wockhardt UK Limited 6 crore (Previous year -<br> 4 crore), Pinewood Laboratories Limited 8 crore (Previous year- 7 crore), Wockhardt Bio (R) LLC 5 crore (Previous year -<br> 4 crore), Morton Grove Pharmaceuticals, Inc. 3 crore (Previous year - 3 crore), Laboratoires Negma S.A.S. Nil (Previous<br>year - 1 crore), Wockhardt Farmaceutica SA DE CV. 6 crore (Previous year - 6 crore)] 400 351
Trade payables [CP Pharmaceuticals Limited 14 crore (Previous year - 68 crore), Wockhardt USA LLC 10 crore (Previous year -<br> 10 crore), Wockhardt Bio AG 48 crore (Previous year - 52 crore), Wockhardt UK Limited 6 crore (Previous year - 9 crore),
Wockhardt Infrastructure Development Limited 113 crore (Previous year - 98 crore), Pinewood Laboratories Limited 6 crore<br>(Previous year- 6 crore), Wockhardt Bio (R) LLC 11 crore (Previous year - 9 crore), Morton Grove Pharmaceuticals, Inc. 3 crore<br>(Previous year - 3 crore). 210 255
Payable for capital goods [CP Pharmaceuticals Limited 3 crore (Previous year - 6 crore), Wockhardt Bio AG 28 crore<br>(Previous year - 83 crore), Pinewood Laboratories Limited 1 crore (Previous year- 1 crore)] 32 90
Advance taken from parties against supplies [Wockhardt Bio AG - 17 crore (Previous year- 17 crore ), Wockhardt Bio (R) LLC
7 (Previous year- 6 crore ) 24 23
Guarantee fees receivable from Wockhardt Bio AG 41 76
Other Receivables against recovery of expenses [ Morton Grove Pharmaceuticals, Inc. 6 crore (Previous year- 6 crore),
Wockhardt Infrastructure Development Limited 2 crore (Previous year - 2 crore), Wockhardt Bionova Limited 0.03 crore<br>(Previous year- 0.03 crore), Wockhardt Medicines Limited 0.06 crore (Previous year- 0.06 crore) 8 8
Security deposit given to Wockhardt Infrastructure Development Limited - Transaction value 7 7
[Carrying amount 1 crore (Previous year - 1 crore)]
Other Payables to C P Pharmaceuticals Limited 3 –
Enterprise over which Key Managerial Personnel exercise significant influence/Control
Trade receivables [Wockhardt Hospitals Limited 0.26 crore (Previous year - 0.26 crore), Wockhardt Regenerative Private Limited
1 crore (Previous year- 1 crore)] 1 1
Trade Payables [Wockhardt Hospitals Limited 1 crore (Previous year - 1 crore), Carol Info Services Limited 2 crore (Previous<br>year - 0.36 crore), Palanpur Holdings and Investments Private Limited 6 crore (Previous year - 6 crore), Merind Limited
0.01 crore (Previous year - 0.01 crore)] 9 7
Loan taken including interest [Merind Limited 165 crore (Previous year - 157 crore), Khorakiwala Holdings and Investments
Private Limited 352 crore (Previous year- 289 crore), Ananke Trustee Company Private Limited 266 crore (Previous year -<br> 245 crore), Callirhoe Trustee Company Private Limited 201 crore (Previous year - 252 crore), Palanpur Holdings and Investments
Private Limited 176 crore (Previous year- 164 crore), Themisto Trustee Company Private Limited 19 crore (Previous year- Nil)] 1,180 1,107
Security deposit given to Carol Info Services Limited - Transaction value 56 56
[Carrying amount 44 crore (Previous year - 41 crore)]
Security deposit given to Palanpur Holdings and Investments Private Limited 3 3
Other receivables [Khorakiwala Holdings and Investments Private Limited 2 crore (Previous year - 2 crore), Merind Limited
1 crore (Previous year - 1 crore ), Amalthea Consultants 0.10 crore (Previous year - 0.10 crore ), Themisto Trustee Company
Private Limited 0.10 crore (Previous year - 0.10 crore ), Ananke Trustee Company Private Limited 0.10 crore (Previous year -<br> 0.10 crore ), Callirhoe Trustee Company Private Limited 0.10 crore (Previous year - 0.10 crore), Denarius Estate Development
Private Limited 0.10 crore (Previous year - 0.10 crore), Adrastea Trading and Services LLP 0.10 crore (Previous year -<br> 0.10 crore), Lysithea Consultants 0.10 crore (Previous year - 0.10 crore), Lysithea Discretionary Trust 0.10 crore (Previous<br>year - 0.10 crore) , Banneret Trading Private Limited 0.10 crore (Previous year - 0.10 crore), HZ Trading and Services LLP
0.10 crore (Previous year - 0.10 crore), HNZ Discretionary Trust 0.10 crore (Previous year - 0.10 crore), Dartmour Holdings
Private Limited 0.10 crore (Previous year - 0.10 crore), Carol Info Services Limited 1 crore ( Previous year - 0.49 crore) 14 10
Amadou Estate Development Private Limited 0.10 crore (Previous year - 0.10 crore), Shravan Constructions Private Limited
0.10 crore (Previous year - 0.10 crore), Sharanya Chemicals and Pharmaceuticals Private Limited 0.10 crore (Previous year<br>- 0.10 crore), HNZ Trading Services LLP 0.10 crore (Previous year - 0.10 crore), HNZ Consultants 0.10 crore (Previous year<br>- 0.10 crore), Khorakiwala Foundation 0.10 crore (Previous year - 0.10 crore), Pasithee Trustee Company Private Limited
0.10 crore (Previous year - 0.10 crore), Megaclite Trading Private Limited 0.10 crore (Previous year - 0.10 crore), Genista
Trading and Services Private Limited 0.10 crore (Previous year - 0.10 crore), Impala Advisory Services Private Limited 0.10 crore<br>(Previous year - 0.10 crore), Sinope Advisory Services Private Limited 0.10 crore (Previous year - 0.10 crore), Step Forward
Advisory Services Private Limited 0.10 crore (Previous year - 0.10 crore), Kendo Advisory Services Private Limited 0.10 crore<br>(Previous year - 0.10 crore),
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As at As at
March 31, 2025 March 31, 2024
in crore in crore
Lysithea Trading and Services LLP 0.10 crore (Previous year - 0.10 crore), Helike Trading and Services LLP 0.10 crore (Previous<br>year - 0.10 crore), Amalthea Trading and Services LLP 0.10 crore (Previous year - 0.10 crore), Amalthea Discretionary Trust
0.10 crore (Previous year - 0.10 crore), Wockhardt Hospitals Limited 0.10 crore ( Previous year- 0.10 crore), Wockhardt
Regenerative Private Limited 0.02 crore (Previous year- Nil ), Holmdene Constructions 0.17 crore (Previous year- 0.15 crore),
Palanpur Holdings and Investments Private Limited 1 crore (Previous year- 1 crore), Dr. Habil Khorakiwala Education and Health
Foundation 0.10 crore (Previous year- 0.10 crore), Dr. Habil Khorakiwala Education and Health Foundation ( Trust) 6 crore<br>(Previous year- 2 crore)]
Other parties exercising control
Other Receivables [Humuza Consultants 0.10 crore (Previous year- 0.10 crore ), Habil Khorakiwala Trust 0.10 crore<br>(Previous year- 0.10 crore )] 0 0
Payable to Key Managerial Personnel
Remuneration payable [Chairman 1 crore (Previous year- 1 crore), Managing Director 1 crore (Previous year-<br> 0.35 crore), Executive Director 1 crore (Previous year- 0.35 crore)] 3 2
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42. FINANCIAL INSTRUMENTS - FAIR VALUES

A. Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

( ` in crore)

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March 31, 2025 Carrying amount Total Fair value
Amortised Cost Fair value Total Significant Significant
through profit observable observable
or loss inputs (Level 1) inputs (Level 2)
Financial Assets
Investments – 422 422 422 0
Fair value through profit or loss ` 0.45 crore
Other Non-Current Financial Assets 52 – 52 – 53
Trade receivables 612 – 612 – –
Cash and cash equivalents 35 – 35 – –
Bank balance (other than above) 78 – 78 – –
Other Current Financial Assets 85 – 85 – –
TOTAL 862 422 1,284 422 53
Financial Liabilities
Borrowings 1,527 – 1,527 – –
Trade payables 476 – 476 – –
Lease Liabilities 269 – 269 – 275
Other Current Financial Liabilities 93 – 93 – –
TOTAL 2,365 – 2,365 – 275
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( ` in crore)

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March 31, 2024 Carrying amount Total Fair value
Amortised Cost Fair value Total Significant Significant
through profit observable observable
or loss inputs (Level 1) inputs (Level 2)
Financial Assets
Investments – 0 – – 0
Fair value through profit or loss ` 0.45 crore
Other Non-Current Financial Assets 64 – 64 – 67
Trade receivables 566 – 566 – –
Cash and cash equivalents 463 – 463 – –
Bank balance (other than above) 23 – 23 – –
Other Current Financial Assets 101 – 101 – –
TOTAL 1,217 0 1,217 – 67
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( ` in crore)
March 31, 2024 Carrying amount Total Fair value
Amortised Cost Fair value Total Significant Significant
through profit observable observable
or loss inputs (Level 1) inputs (Level 2)
Financial Liabilities
Borrowings 1,790 – 1,790 – –
Trade payables 580 – 580 – –
Lease Liabilities 346 – 346 – 357
Other Current Financial Liabilities 173 – 173 – –
TOTAL 2,889 – 2,889 – 357
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B. Measurement of fair values:

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

• The fair values of the loans taken from banks and other parties is estimated by discounting cash flows using rates currently available for debt/instruments on similar terms, credit risks and remaining maturities. Management regularly assesses a range of reasonably possible alternatives for those significant observable inputs and determines their impact on the total fair value.

• The change in the unobservable inputs for unquoted investments of Narmada Clean Tech Limited (formerly known as Bharuch Eco-Aqua Infrastructure Limited) and Bharuch Enviro Infrastructure Limited instruments does not have a significant impact in its value.

The following tables show the valuation techniques used in measuring Level 2 fair values, as well as the significant inputs used.

Financial instruments measured at fair value

Type	Valuation technique
Security deposits against lease and Lease Liabilities	Discounted cash fows: The valuation model considers the present value of expected receipt/payment discounted using appropriate discountingrates.

43. FINANCIAL RISK MANAGEMENT

The Company has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk

Risk management framework

The Company’s Board of Directors have overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s Risk Management Framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives.

The Company has laid down the procedure for risk assessment and their mitigation through an internal Risk Committee. Key risks and their mitigation arising out of periodic reviews by the Committee are assessed and reported to the Audit Committee, on a periodic basis.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to policies and procedures.

The Company has a co-sourced model of independent Internal Audit and assurance function. There is a practice of reviewing various key select risks and report to Audit Committee from time to time. The co-sourced internal audit function carry out internal audit reviews in accordance with the approved internal audit plan and reviews the status of implementation of internal audit and assurance recommendations. Summary of Critical observations, if any, and recommendations under implementation are reported to the Audit Committee.

i. Credit risk

• Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred and expected losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

As at March 31, 2025 and March 31, 2024, the Company did not have any significant concentration of credit risk with any external customers except Wockhardt Bio AG that accounts for 60% of total trade receivables during current year (Previous year: 57%)

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Ex ~~p~~ ected credit loss assessment for customers as at March 31, 2025 and March 31, 2024:

~~The Company alloc~~ ates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available information etc.) and applying experienced credit judgement.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.

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Particulars As at March 31, 2025 As at March 31, 2024
Gross Less: Net Weighted Gross Less: Net Weighted
carrying Expected carrying average carrying Expected carrying average loss
amount credit amount loss rate amount credit losses * amount rate
losses
Not due 113 1 112 1% 96 1 95 1%
Past due 1-180 days 181 2 179 1% 193 1 192 1%
Past due 181-360 days 134 1 133 1% 161 1 160 1%
More than 360 days 245 57 188 23% 171 52 119 30%
TOTAL 673 61 612 621 55 566
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Average payment terms is generally 0- 1 year

• This average loss rate is after considering receivables from related parties. Since the Company has received confirmation from all related parties, and the Company does not foresee any risk in the collection of these receivables, no provision is made for the same.

The weighted average loss rate excluding Receivable from related parties for more than 360 days is 60% (Previous year -55%)

The movement in the loss allowance in respect of trade and other receivables during the year was as follows:

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March 31, 2025 March 31, 2024
Opening balance 55 47
Impairment loss for the year /(reversed/ utilized), net 6 8
Closing balance 61 55
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The Management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and assessment of customer credit risk.

Cash and bank balances

The Company held cash and bank balances of 113 crore (Previous year - 486 crore). These balances are held with bank and financial institution counterparties with good credit rating.

Derivatives

The forward contract has been entered into with banks /financial institution counterparties with good credit rating.

Others

The Company does not expect any credit loss on other receivables.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities. The Company monitors the net liquidity position through forecasts on the basis of expected cash flows.

The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company has access to funds from debt markets to manage short of current assets to current liabilities. The Company invests its surplus funds in bank fixed deposit/ mutual funds. Of the current liabilities, 244 crore (Previous year- 218 crore) pertains to loan received from Related parties.

Borrowings from related parties amounting ` 936 crore are repayable by June 20, 2027 with an option to the Company to further renew the loan basis Company's assessment of the cash flows and liquidity position on that date

The following are the remaining contractual maturities of financial liabilities and financial assets at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

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March 31, 2025 Contractual cash flows
Carrying Total 0-12 months 1-5 years More than
amount 5 years
Non-derivative financial liabilities
Borrowings (other than loan from related party) 347 358 357 1 –
Loan from related party@ 1,180 1,355 244 1,111 –
Lease Liabilities 269 462 78 140 244
Trade payables and other Current Financial Liabilities 569 569 569 – –
TOTAL 2,365 2,744 1,248 1,252 244
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March 31, 2024 Contractual cash flows
Carrying Total 0-12 months 1-5 years More than
amount 5 years
Non-derivative financial liabilities
Borrowings (other than loan from related party) 683 694 692 2 –
Loan from related party@ 1,107 1,364 218 1,146 –
Lease Liabilities 346 555 85 225 245
Trade payables and other Current Financial Liabilities 753 753 753 – –
TOTAL 2,889 3,366 1,748 1,373 245
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• It includes contractual interest payment over the tenure of the Borrowings. The floating-interest Borrowings are based on interest rate prevailing as at the reporting date.

@ It includes contractual interest payment over the tenure of the Borrowings.

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and other prices such as equity price. These will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. Financial instruments affected by market risk include loans, borrowings and deposits. The Market risk the Company is exposed can be classified as Currency risk and Interest rate risk.

(a) Currency risk:

The Company is exposed to currency risk on account of its operations in other countries. The functional currency of the Company is Indian Rupee. The Foreign currency exchange rate exposure is partly balanced through natural hedge. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

Exposure to currency risk

The currency profile of financial assets and financial liabilities as at March 31, 2025 and March 31, 2024 are as below:

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Particulars Currency As at March 31, 2025 As at March 31, 2024
Amount in in crore Amount in Foreign in crore
Foreign Currency Currency (in
(in million) million)
Trade Receivables AUD 0.004 0.02 0.004 0.02
EUR 1 8 1 8
GBP 18 201 10 100
USD 23 199 30 254
RUB 52 5 52 5
Loans and Other Receivables USD 6 47 10 82
CHF 0.01 0.1 0.02 0.2
Trade payables and Other Liabilities ACU 0.001 0.01 0.001 0.01
EUR 2 23 9 79
GBP 3 31 3 34
USD 12 103 20 164
RUB 106 11 111 10
AUD 0.01 0.05 0.01 0.05
SEK 0.2 0.2 0.2 0.2
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Particulars Currency As at March 31, 2025 As at March 31, 2024
Amount in in crore Amount in Foreign in crore
Foreign Currency Currency (in
(in million) million)
Derivatives (Forward Contracts- sell) USD 14 120 5 42
GBP 14 158 – –
Net exposure Receivables/ (Payables) ACU (0.001) (0.01) (0.001) (0.01)
EUR (1) (15) (8) (71)
GBP 1 12 7 66
RUB (54) (6) (59) (5)
AUD (0.01) (0.03) (0.01) (0.03)
SEK (0.2) (0.2) (0.2) (0.2)
CHF 0.01 0.07 0.02 0.20
USD 3 23 20 172
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Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against foreign currency at March 31 would have affected the measurement of financial instruments denominated in that foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

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Profit or loss before Equity, gross of tax Increase/
Effect in tax Gain/(Loss) (Decrease)<br>March 31, 2025 Strengthening of Weakening of Strengthening of Weakening of<br> <br>5% movement<br>USD (1) 1 (1) 1<br>GBP (1) 1 (1) 1<br>EUR 1 (1) 1 (1)<br>RUB* 0 (0) 0 (0)<br>* 0.28 crore, (0.28) crore, 0.28 crore, (0.28) crore respectively<br>Others* 0 (0) 0 (0)<br>* 0.012 crore, (0.012) crore, 0.012 crore, (0.012) crore respectively<br>TOTAL (1) 1 (1) 1<br>Profit or loss before Equity, gross of tax Increase/(Decrease)<br>Effect in tax Gain/(Loss)
March 31, 2024 Strengthening of Weakening of Strengthening of Weakening of

5% movement
USD (9) 9 (9) 9
GBP (3) 3 (3) 3
EUR 4 (4) 4 (4)
RUB 0 (0) 0 (0)
0.27 crore, (0.27) crore, 0.27 crore, (0.27) crore respectively
Others 0 (0) 0 (0)
0.002 crore, (0.003) crore, 0.002 crore, (0.003) crore respectively
TOTAL (8) 8 (8) 8
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The Company has other overdue receivables from Wockhardt Bio AG amounting to 231 crore (Previous year- 262 crore), including 41 crore (Previous year- 76 crore )for guarantee fees receivable . Also the Company has outstanding payable and advances amounting to 74 crore (Previous year- 133 crore) and 17 crore (Previous year- 17 crore) respectively, beyond the period permitted under Master circular issued by Reserve bank of India. The Company expects to receive and pay these overdue balances by FY 2025-26

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b) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.

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Nominal amount Nominal amount
As at March 31, 2025 As at March 31, 2024
in crore in crore
Variable-rate instruments
Financial liabilities 217 510
217 510
Fixed-rate instruments
Financial liabilities 1,310 1,280
1,310 1,280
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Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

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Variable-rate instruments Impact on Profit/ (loss)- Increase /(Decrease) in Profit (before tax)
For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024
in crore in crore
100 bp increase (2) (5)
100 bp decrease 2 5
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44. CAPITAL MANAGEMENT

The Company’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company.

The Company determines the amount of capital required on the basis of annual and long-term strategic plans. The Company’s policy is aimed at combination of short-term and long-term borrowings.

The Company monitors the capital structure on the basis of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings excluding lease liabilities under Ind AS 116 , less cash and cash equivalents, Bank balance and current investments. Adjusted equity comprises Total equity.

The following table summarises the capital of the Company:

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As at As at
March 31, 2025 March 31, 2024
in crore in crore
Total borrowings 1,527 1,790
Less : Cash and cash equivalent, other bank balances and investments 535 486
Adjusted net debt 992 1,304
Total equity 2,763 1,796
Adjusted equity 2,763 1,796
Adjusted net debt to adjusted equity ratio 0.36 0.73
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Total equity includes gain on revaluation of land considered as a part of retained earnings in accordance with the requirements of Ind AS 101 on transition to Ind AS. Such Revaluation gain balance as on March 31, 2025 60 crore (Previous year: 61 crore) and is not available for distribution to dividend.

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45. Conting ~~e~~ nt liabilities and commitments (to the extent not provided for)

• ~~(a) Demand by Income~~ tax authorities 321 crore (Previous year - 546 crore) disputed by the Company.

• (b) Demands by Central Excise authorities in respect of Classification/ Valuation/ Cenvat Credit related disputes; stay orders have been obtained by the Company in case of demands 45 crore (Previous year - 45 crore).[(1)]

• (c) Demand by Sales Tax (including GST) authorities 116 crore (Previous year - 129 crore) disputed by the Company.[(1)]

• (d) Demand by Service tax authorities in respect of non-payment of Service Tax on Import of certain services disputed by the Company 5 crore (Previous year - 5 crore).[(1)]

• (e) Demand by Municipal Corporation, Local body Tax on inputs used for manufacture of exported goods ` 3 crore (Previous year: 3 crore)

• (f) Differential custom duty for misclassification/ penalty disputed by the Company 0.26 crore (Previous year - 0.26 crore)

• (g) Differential MEIS for misclassification disputed by the Company 9 crore (Previous year- 9 crore)

• (h) Other matters:

• electricity expense 13 crore (Previous year - 9 crore)

• remediation against the pollution of ground water 1 crore (Previous year - 1 crore)

• compensation for products ordered and not purchased, under dispute Nil ( Previous year - 20 crore)

• Other matters not acknowledged as debts Nil ( Previous year- 0.20 crore)

• (i) Demand from National Pharmaceutical Pricing Authority (NPPA) in respect of overcharging of certain products disputed by the Company 114 crore (Previous year - 108 crore).

• (j) During the previous year, pursuant to a settlement agreement entered with the State of Texas on February 8, 2022 in regards to Civil Investigative Demand (‘CID’) with respect to submission of price information and updates to Texas Medicaid programme in US, Wockhardt USA LLC (WUSA) and Company had agreed to pay USD 36 million and interest over nine instalments between 2022 and 2025 for the aforesaid matter relating to WUSA and Morton Grove Pharmaceuticals.

• Further 54.2 crore (USD 6.3 million) has been paid by WUSA during the current year and Nil is outstanding as on March 31, 2025.

• (k) The Company is involved in other disputes, lawsuits, claims, inquiries and proceedings including commercial matters that arise from time to time in the ordinary course of business. The Company believes that there are no such pending matters that are expected to have any material adverse effect on its financial statements in any given accounting period.

• (l) Estimated amount of contracts remaining to be executed on capital account and not provided for 16 crore (Previous year - 7 crore) after deducting advance on capital account of 3 crore (Previous year - 2 crore).

(1) Note: Amounts mentioned excludes interest after the date of the order, if any.

46. RECONCILIATION OF THE OPENING AND CLOSING BALANCES OF LIABILITIES ARISING FROM FINANCING ACTIVITIES:

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----- Start of picture text -----

( in crore)<br>Particulars As at As at Non cash changes Other items Cash flows-<br>March 31, 2025 April 01, 2024 Exchange Other non-cash considered inflow/<br>fluctuation adjustments separately (Outflow)<br>Long-term borrowings (Net) 1,062 1,062 – – – –<br>Short-term borrowings (Net) 465 728 – – (70) (333)<br>Lease Liabilities 269 346 – 2 – (75)<br>Equity share capital and premium 2,320 1,338 – – – 982<br>( in crore)
Particulars As at As at Non cash changes Other items Cash flows-
March 31, 2024 April 01, 2023 Exchange Other non-cash considered inflow/
fluctuation adjustments separately (Outflow)
Long-term borrowings (Net) 1,062 305 – (9) (638) 111
Short-term borrowings (Net) 728 1,315 – – 570 (16)
Lease Liabilities 346 393 – (35) – (82)
Equity share capital and premium 1,338 870 – – – 468
----- End of picture text -----*

• This include borrowing of ` 600 crore from the related parties, where tenure was extended during the previous year and classified as long term borrowings.

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ANNUAL REPORT 2024-2025

47. The Company is not required to contribute to Corporate Social Responsibility (CSR) activities, and hence no amount has been incurred on CSR during current year. During previous year ` 0.10 crore was voluntarily contributed to Wockhardt Foundation. Refer note 29 and note 41)

( ` in crore)

==> picture [455 x 119] intentionally omitted <==

----- Start of picture text -----

Details of CSR is as below: For the year ended For the year ended
March 31, 2025 March 31, 2024
a) Amount required to be spent during the year Nil Nil
b) Amount spent Nil 0.10
c) Shortfall at the year end Nil Nil
d) total of previous year shortfall Nil Nil
e) Reason for shortfall N.A N.A
f) Nature of CSR activities N.A Healthcare, Education,
Infrasctructure
development and
promoting social causes
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48. a) Certain manufacturing facilities, having net book value of 332 crore (Previous year - 379 crore) and capital work-in-progress amounting to 48 crore (Previous year - 48 crore), of the Company are having low utilisation of assets and the Company is evaluating various alternate purposes of these assets.

• b) (i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities with the understanding that the Intermediary shall:

   - (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
  
   - (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
  

  • (ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

    • (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

    • (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• c) The Company's 'New Chemical Entity' (NCE) research programme continued to progress in their clinical trials during the financial year 2024-25. Development expenditure incurred during the year 404 crore (Previous year- 10 crore) has been capitalised and included under Intangible assets under Development as at March 31, 2025.

49. Ratios:

Following are the ratios computed for the year:

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----- Start of picture text -----

Sr. No Ratios Unit Basis March 2025 March 2024 Variance %
1 Current Ratio Times Current Assets 1.34 0.88 51.85%
Current Liabilities
2 Debt Equity Ratio Times Total debt [(1)] 0.55 1.00 -44.55%
Shareholder’s Equity
3 Debt Service Coverage Ratio [(2)] Times Earnings available for 0.54 0.14 270.49%
debt service
Debt Service
4 Return on Equity [#] Percentage Net Profits after tax – – –
Average Shareholder’s
Equity
5 Inventory turnover Times Cost of goods sold [(3)] 1.17 1.35 -13.40%
Average Inventories
6 Trade Receivables turnover ratio Times Net Credit Sales 2.38 2.07 15.18%
Average Trade
Receivables
7 Trade payables turnover ratio Times Net Credit 1.68 1.45 15.69%
Purchases+Other
expenses
Average Trade Payables
8 Net capital turnover ratio# Times Net Sales – – –
Working Capital [(4)]
9 Net profit ratio Percentage Net Profit (0.01) (0.37) -97.70%
Net Sales
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----- Start of picture text -----

Sr. No Ratios Unit Basis March 2025 March 2024 Variance %
10 Return on capital employed Percentage Earning before interest 0.06 (0.07) -190.69%
and taxes
Capital Employed [(5)]
11 Return on investment Percentage Net Loss after tax Dividend received Dividend received
on investments on investments
Cost of investment [(6)]
being negligible, being negligible,
there is no return there is no return on
on investments investments
----- End of picture text -----

• Note : The above ratios are calculated on basis of continuing operations figures.

• (1) Total debt = Non- current Borrowings + Current Borrowings

• (2) Earnings available for debt service = Net Loss after tax + depreciation and other amortizations and other Non-cash operating expenses+ Interest (Finance cost) ; Debt Service = Interest and Lease payments + Principal Repayments made during the period for long term loans

• (3) Cost of goods sold = Cost of materials consumed + Purchase of Stock-in-Trade + Changes in inventories of finished goods, workin-progress and Stock-in-Trade

• (4) Working capital = Current asset - Current liability

• (5) Capital Employed = Tangible Net Worth* + Total Debt

• (6) Cost of Investment = Total equity - Other comprehensive income

• Tangible net worth = Total equity - Intangible asset - Intangible asset under development

• Not applicable as the Company has incurred a loss and working capital is negative

Reasons for more than 25% increase/(decrease):

• a) Current ratio has increased mainly due to increase in inventory during the year, increase in investments from the funds received during QIP and decrease in trade payables.

• b) Debt Equity Ratio has reduced mainly due to repayment of loans and equity infusion from QIP

• c) Debt Service Coverage Ratio has increased mainly due to impact in earnings

• d) Net profit ratio and Return on capital employed have increased due to reduction of loss during the year

• e) Return on equity and Net capital turnover ratio, have not been computed due to loss.

50. There are no other significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

51. Previous year figures have been regrouped wherever necessary to conform to current year classification.

As per our attached report of even date

For M S K C & Associates LLP (Formerly known as M S K C & Associates) Chartered Accountants Firm’s Registration No: 001595S/S000168

Bhavik L. Shah Partner Membership No. 122071 Place : Mumbai Date : May 29, 2025

For and behalf of the Board of Directors of Wockhardt Limited

Habil Khorakiwala Chairman DIN: 00045608 Murtaza Khorakiwala Managing Director DIN: 00102650

Deepak Madnani Chief Financial Officer

Rashmi Mamtura Company Secretary

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ANNEXURES TO BOARD’S REPORT

ANNEXURE I TO THE BOARD’S REPORT

Disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 regarding Employees Stock Options

The disclosures prescribed under Clause A and B of Part F of Schedule I of the Regulations are made in Note no. 39 of the Notes to the Financial Statements.

C. Details related to Employees’ Stock Option Scheme:

I. Wockhardt - Employees’ Stock Option Scheme-2011 (‘Wockhardt ESOS-2011’) – General terms and conditions:

Date of Shareholders’ approval	September 12,2011
Total number of options approved under ESOS	2,500,000 Options
Vesting requirements	Option granted would vest after the expiry of one year from the date of grant of options and not later than the expiryof 10years from the date ofgrant of options.
Exercise price or pricing formula	The exercise price shall be at such discount, if any, to the market price on the date of grant as may be decided by the ESOS Compensation Committee at the time of each grant and theprice shall not be less than the face value of shares.
Maximum term of optionsgranted	10years from the date ofgrant of options.
Source of shares	Primary
Variation in terms of options	Not Applicable

II. Method used to account for ESOS: Fair Value Method.

III. Where the Company has calculated employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed: Not Applicable

IV. Option movement during the year ended March 31, 2025:

Sl. No.	Particulars	Details
1	Number of options outstanding as on April 1, 2024	220,455
2	Number of options granted during the year	–
3	Number of options forfeited/ lapsed during the year	–
4	Number of options vested during the year	16,750
5	Number of options exercised during the year	34,860
6	Number of shares arising as a result of exercise of options	34,860 Equity Shares
7	Money realized by exercise of options (₹), if scheme is implemented directly by the Company	₹ 174,300
8	Loan repaid by the Trust during the year from exercise price received	Not Applicable
9	Number of options outstanding as on March 31, 2025	185,595
10	Number of options exercisable as on March 31, 2025	129,695
11	Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options during the year calculated in accordance with Indian Accounting Standard (Ind AS-33)	₹ (0.76)

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• V. Weight ~~e~~ d Average Exercise Price and Weighted Average Fair Values of options are disclosed separately for ~~options whose exer~~ cise price either equals or exceeds or is less than the market price of the stock:

Year of Grant	No. of Options	Exercise Price per Option (in ₹)	Weighted Average Fair Values (in ₹)
FY 2012-13	350,000	5	894.56
FY 2012-13	8,500	5	1,949.76
FY 2014-15	200,000	5	588.29
FY 2016-17	223,500	5	967.27
FY 2019-20	76,000	5	297.33
FY 2021-22	62,500	5	459.21
FY 2021-22	13,250	5	545.92
FY 2021-22	15,000	5	389.52
FY 2022-23	19,300	5	263.90

• VI. Employee wise details (Name of Employee, Designation, Number and Exercise price) of options granted to:

• a) Details of options granted to Senior Managerial Personnel:

Sl. No.	Name of the Senior Managerial Personnel	Designation	Number of options granted during theyear	Exercise price (in ₹)
Nil

• b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil

• c) Identified employees who were granted Option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil

• VII. Description of the method and significant assumptions used during the year to estimate the fair value of options is as follows:

• a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model:

  • The weighted-average values of the share price at the time of grant were in the range of ₹ 264 to ₹ 967.

  • Exercise price was ₹ 5.

  • Fair value is calculated by using the Black-Scholes option pricing formula.

  • Stock Price: The closing price on National Stock Exchange of India Limited (NSE), as on the date prior to the date of grant has been considered for valuing the options granted.

  • Volatility amount: This is the amount by which stock price is fluctuated or is expected to fluctuate. The method used in the model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of 12 months.

  • Risk free interest rate: The yield on government securities at the time of grant of options is the basis of this rate and has been taken as 5% - 9%.

  • Expected Life: For the fair value determination, it has been assumed that on an average the exercise of options will take place at the end of six months from the date of vesting.

  • Expected Dividend: As the stock prices for one year have been considered, the price movement on account of the dividend is already factored in and hence not separately built in.

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ANNUAL REPORT 2024-2025

• b) The method used and the assumptions made to incorporate the effects of expected early exercise: The early exercise part is incorporated in the assumption of ‘years to maturity’ which is an assumption of average time for exercise of options.

• c) How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility: The market price volatility is based on share price variation for the year prior to the date of grant.

• d) Whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition: No other feature has been considered for fair valuation of options.

For and on behalf of the Board of Directors Dr. Habil Khorakiwala Chairman DIN: 00045608

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ANNEXURE II TO THE BOARD’S REPORT Form No.: MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.: 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Wockhardt Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wockhardt Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Wockhardt Limited’s statutory registers, minute books, forms and returns filed and other relevant records maintained by the Company and also the information provided by the Company, its officers and authorized representatives during the conduct of secretarial audit. I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2025 (“audit period”), prima facie complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the statutory registers, minute books, forms and returns filed and other relevant records maintained by the Company for the financial year ended on 31[st] March, 2025 according to the provisions of:

• (i) The Companies Act, 2013 (‘the Act’) and the rules made there under;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

• (iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - applicable only to the extent of Foreign Direct Investments and Overseas Direct Investment;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

• (a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, read with the Company’s Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons (“Code of Conduct”);

• (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

• (e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (f) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

• (g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 to the extent of securities issued;

• (h) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009;

• (i) The Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 (in relation to obligations of Issuer Company);

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ANNUAL REPORT 2024-2025

Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same were not applicable to the Company for the financial year ended 31[st] March, 2025:

• (a) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• (b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

• (c) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018;

• (vi) I further report that, based on the Compliance Report of various Laws submitted by Department Heads of the Company, I am of the opinion that the Company has prima facie proper system to comply with the following laws:

• (a) The Drug and Cosmetic Act, 1940 and Rules made thereunder

• (b) The Drug and Magic Remedies Act, 1954

• (c) Narcotic Drugs and Psychotropic Substances Act, 1985

• (d) Factories Act, 1948 and Rules made thereunder

• (e) The Hazardous Waste (Management & Handling) Rules 1989 under the Environment Protection Act, 1986

• (f) The Pharmacy Act, 1948

• (g) Bio-Medical Waste (Management and Handling) Rules, 1998

• (h) Food Safety and Standards Act, 2006 and Rules made thereunder

• (i) Drug Price Control Order, 2013 (DPCO)

• (j) Applicable Labour Laws

• (vii) I have also examined compliance with the applicable clauses of the following and I am of the opinion that the Company has prima facie complied with the applicable provisions:

• (a) The Listing agreements entered into by the Company with the Stock Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• (b) Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

During the period under review, I am of the opinion that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

I further report that:

1. I have not examined the Financial Statements, financial Books & related financial Acts like Income Tax, Sales Tax, Value Added Tax, Goods and Service Tax Act, ESIC, Provident Fund & Professional Tax, Related Party Transactions, including Reconciliation of Bank Statements etc. For these matters, I rely on the report of statutory auditor’s for Financial Statements for the year ended 31[st] March, 2025.

2. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the audit period were prima facie carried out in compliance with the provisions of the Act.

3. As per the information provided, prima facie adequate notice is given to all the Directors to schedule Board Meetings; agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on agenda items before the Meeting and for meaningful participation at the Meeting.

4. I was informed and have observed from the minutes of the Board and Committee Meetings that all the decisions at the Meetings were prima facie carried out unanimously.

5. There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

6. The Management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers / records required by the concerned authorities and internal control of the concerned department.

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1. Du ~~r~~ ing the audit period under review:

2. a) There were instances of:

   • i. Allotment of shares under Employee Stock Option Scheme.

   • ii. Allotment of 90,49,773 Equity Shares, to eligible QIBs at the issue price of 1,105/- per Equity Share (including a premium of 1,100/- per Equity Share) which includes a discount of 57.25/- per Equity Share equivalent to 4.93% to the floor price of 1,162.25/- per Equity Share, aggregating to ` 9,99,99,99,165/-

   • iii. Redemption of 5,000 (Five Thousand) Rated, Unlisted, Secured Non-Convertible Debentures (‘NCDs’), having face value of ` 24,000 (Rupees Twenty Four Thousand only) per NCD on 9[th] August, 2024.

3. b) There were no instances of:

   • i. Public / Rights / debentures / sweat equity etc.

   • ii. Buy-back of securities;

   • iii. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013 which would have major bearing on the Company’s affairs;

   • iv. Merger / amalgamation / reconstruction etc.;

   • v. Foreign Technical Collaborations.

I further report that:

1. Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate Laws and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

7. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

Virendra G. Bhatt

Practicing Company Secretary ACS No.: 1157 / COP No.: 124 Peer Review Cert. No.: 6489/2025

Date : May 29, 2025 Place : Mumbai UDIN : A001157G000774600

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ANNEXURE III TO THE BOARD’S REPORT

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on Corporate Social Responsibility Policy of the Company:

Pursuant to the requirements of the Companies Act, 2013 and the Rules made thereunder, the Company has well framed CSR Policy.

The Company’s CSR Policy aims at excellence through service to local communities wherein the Company operates with the involvement of employees. The focus areas for CSR are Healthcare, Education, Infrastructure Development and Promoting social causes.

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Ms. Amelia Fernandes	Chairperson, Independent Director	3	3
2.	Dr. Habil Khorakiwala	Member, Executive Chairman	3	3
3.	Mrs. Tasneem Mehta*	Member, Independent Director	3	2
4.	Dr. Huzaifa Khorakiwala	Member, Executive Director	3	3

* With effect from September 29, 2024, Mrs. Tasneem Mehta ceased to be Independent Director of the Company upon completion of her second term of 5 (Five) consecutive years.

3. Web-link(s) where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:

Composition of CSR committee: https://www.wockhardt.com/investors/corporate-governance/committees-of-the-board/

CSR Policy: https://www.wockhardt.com/wp-content/uploads/2020/05/csr-policy.pdf CSR Projects: Not Applicable

4. Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. (a) Average net profit of the Company as per section 135(5) was negative.

• (b) Two percent of average net profit of the Company as per section 135(5) was negative.

• (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

• (d) Amount required to be set off for the financial year, if any: Nil

• (e) Total CSR obligation for the financial year (5b+5c-5d): Nil

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Nil

• (b) Amount spent in Administrative Overheads: Nil

• (c) Amount spent on Impact Assessment, if applicable: Nil

• (d) Total amount spent for the Financial Year (6a+6b+6c): Nil

• (e) CSR amount spent or unspent for the financial year: Nil

CSR amount spen	t or unspent for the fnancial year:Nil	t or unspent for the fnancial year:Nil	t or unspent for the fnancial year:Nil	t or unspent for the fnancial year:Nil	t or unspent for the fnancial year:Nil
	Amount Unspent (in`)
Total Amount Spent for the Financial Year (in`)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specifed under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer

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• (f) Ex ~~c~~ ess amount for set off, if any:

	Sl. No.	Particulars	Amount (in ₹)
	1.	Twopercent of average netproft of the Companyasper section 135(5)	Negative
	2.	Total amount spent for the Financial Year	Nil
	3.	Excess amount spent for the Financial Year [(2)-(1)]	Nil
	4.	Surplus arising out of the CSR projects or programmes or activities of the previous fnancialyears, if any	Nil
	5.	Amount available for set of in succeedingfnancialyears [(3)-(4)]	Nil

7. Details of Unspent CSR amount for the preceding three financial years: Nil

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135(6) (in ₹)	Amount spent in the reporting Financial Year (in ₹)	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount remaining to be spent in succeeding fnancial years. (in ₹)
				Name of the Fund	Amount (in ₹)	Date of transfer

8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year (Yes/No): No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

Sl. no.	Short particulars of the property or asset(s)[including complete address and location of the property]	Pin code of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ benefciary of the registered owner	Details of entity/ Authority/ benefciary of the registered owner	Details of entity/ Authority/ benefciary of the registered owner
					CSR Registration Number, if applicable	Name	Registered address

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

Ms. Amelia Fernandes Chairperson of the CSR Committee DIN: 08821072

Dr. Habil Khorakiwala

Chairman of the Board DIN: 00045608

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ANNEXURE IV TO THE BOARD’S REPORT QUALITY POLICY

Wockhardt Limited maintains a robust Quality Management System (‘QMS’) that drives operational excellence and an innovation-focused strategy across the organization. Our QMS ensures pharmaceutical products meet stringent quality standards for safety, efficacy, and consistency. Compliance with Good Manufacturing Practice (‘GMP’) standards and all applicable regulatory requirements represents a core commitment, not simply a routine practice.

Key Quality Principles:

1.	Quality Processes and Personnel	• Wockhardt Limited is committed to continuous training to develop a skilled workforce profcient in quality roles and responsibilities. Employee engagement and expertise are critical for maintaining high quality standards. • Quality performance at Wockhardt Limited is quantifed through comprehensive metrics that enable tracking of ongoing improvement initiatives. • Quality stands as the paramount priority at Wockhardt Limited, with persistent support from individuals at everylevel and across all functions.
2.	Execution Excellence	• Quality is embedded into all processes from design through delivery via strict adherence to policies and procedures at Wockhardt Limited. • A focus on continual improvement ensures quality processes at Wockhardt Limited evolve through feedback mechanisms that drive adaptation.
3.	Customer-Centric Approach	• Delivering on internal and external customer requirements with speed and precision is paramount at Wockhardt Limited. “Right frst time, every time” is the accepted standard operating procedure. • Proactive quality management, including Quality Improvement Processes (‘QIP’) enhances product quality and eliminates errors systematically at Wockhardt Limited. • Thoroughly investigating all non-conformance noted in product life cycle, including customer complaints and defning / implementing appropriate, robust and sustainable corrective & Preventive actions which are tracked for efective implementation using electronic system.
4.	Global Regulatory Compliance and Innovation	• Emerging regulations are closely monitored at Wockhardt Limited with best practices integrated to enhance processes. The QMS adapts dynamically to the evolving global regulatory landscape. • Operational efciency and quality standards beneft from the continuous exploration and integration of innovative technologies and methodologies at Wockhardt Limited. • Wockhardt Limited Quality Management System is imperative in maintaining sustainable and consistent product quality, ensuring product safety & efcacy, as well as compliance with GMP standards and all regulatoryrequirements.
5.	Management Commitment	• Senior leadership at Wockhardt Limited oversees QMS efcacy to ensure strategic alignment and adherence to regulatory objectives. • Sufcient resources are allocated to foster a quality-focused culture supported across all organizational levels and functions at Wockhardt Limited.

Wockhardt Limited further strives to enhance the Quality systems and approaches through below listed measures and beyond to ensure adherence to the regulatory requirements at all time:

• More vigilance on Data integrity with zero tolerance on Data integrity breaches.

• Adopting new technologies and exploring more automation to reduce manual intervention.

• Continuous improvements,

• Strengthening Quality risk management.

• More emphasis on harmonization of procedures & practices across the sites.

• Enhanced training & education approach.

• Building proactive and transparent communications with the regulatory authorities.

Wockhardt Limited recognizes quality as an all-encompassing mind-set that permeates every aspect of operations. This Quality Policy represents the foundation of that mind-set. The policy undergoes continual review to align with ever-evolving standards for quality and excellence in the pharmaceutical industry.

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ANNEXURE V TO THE BOARD’S REPORT FORM NO. AOC–2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

2. Details of material contracts or arrangements or transactions at arm’s length basis:

(a)	Name(s) of the related party and nature of relationship	Wockhardt Bio AG, Subsidiary of the Company
(b)	Nature of contracts/arrangements/transactions	Transfer or receipt of products, goods, assets, materials, services etc.
(c)	Duration of the contracts/arrangements/transactions	Ongoing(until terminated through mutual consent)
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any	During the Financial Year 2024-25, transactions relating to management and technical fees, sale of goods, reimbursement and recovery of expenses, R&D services and purchase of intangibles under development etc. were done with Wockhardt Bio AG aggregating to ₹ 619.49 Crore
(e)	Date(s) of approval bythe Board, if any:	Please refer Note below
(f)	Amountpaid as advances, if any	Not Applicable

Note:

As per Regulation 23 of the Listing Regulations, transactions with Wockhardt Bio AG were considered material and an approval of Members has been obtained at the Annual General Meeting held on June 28, 2024 for an estimated amount upto USD 500 million every financial year.

For and on behalf of the Board of Directors Dr. Habil Khorakiwala Chairman DIN: 00045608

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ANNUAL REPORT 2024-2025

ANNEXURE VI TO THE BOARD’S REPORT

[Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014]

• (i) The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2024-25:

the Financial Year 2024-25:
Name of Director	Designation	Ratio of the remuneration of director to the median remuneration of the employees
Dr. Habil Khorakiwala	Executive Chairman	62.61:1
Mr. Vinesh Kumar Jairath	Independent Director	2.35:1
Mr. Akhilesh Gupta	Independent Director	2.01:1
Ms. Amelia Fernandes	Independent Director	1.84:1
Dr. Huzaifa Khorakiwala	Executive Director	42.20:1
Dr. Murtaza Khorakiwala	ManagingDirector	42.20:1
Ms. Zahabiya Khorakiwala	Non-Executive Director	0.50:1
Amb. Ahmad Javed	Independent Director	1.68:1
Mrs. Tasneem Mehta	Independent Director	1.01:1

• Note: i) Remuneration of Independent Directors and Non-Executive Director consists of only sitting fees paid to them for attending Board/certain Committee Meetings.

• ii) Amb. Ahmad Javed was appointed as an Independent Director of the Company w.e.f. May 28, 2024.

• iii) Mrs. Tasneem Mehta ceased to be an Independent Director of the Company w.e.f September 29, 2024 due to completion of her tenure.

(ii) The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2024-25:

The Independent Directors and Non-Executive Director are being paid sitting fee of ₹ 100,000 per meeting for attending Board/certain Committee meetings. There was no increase in payment of sitting fees to Independent Directors/ Non-Executive Director as compared to previous year.

The increase in remuneration of the Executive Directors and KMP’s during the year was as follows:

**Sr. no. **	Name of Director/KMP	Designation	Percentage increase
1.	Dr. Habil Khorakiwala	Executive Chairman	25.00%
2.	Dr. Huzaifa Khorakiwala	Executive Director	16.67%
3.	Dr. Murtaza Khorakiwala	ManagingDirector	16.67%
4.	Ms. Rashmi Mamtura*	CompanySecretary	Not Comparable
5.	Mr. Deepak Madnani	Chief Financial Ofcer	16.00%

Note:

• Ms. Rashmi Mamtura was appointed as the Company Secretary of the Company w.e.f. August 19, 2023, hence there is no comparable data pertaining to full Financial Year 2023-24 to determine change in her annual remuneration.

• (iii) The percentage increase in the median remuneration of employees in the in the Financial Year 2024-25 was 7.90%

• (iv) The number of permanent employees on the rolls of Company was 2,296 as on March 31, 2025

• (v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Performance Appraisal of employees completed, No Exceptions.

• (vi) The key parameters for any variable component of remuneration availed by the directors:

The remuneration paid to the Executive Directors are, inter alia, based on the Company’s market competitiveness in the peer group as well as overall business performance of the Company. The Directors' remuneration is also linked to the organization performance and team performance apart from an individual performance.

• (vii) It is hereby affirmed that the remuneration paid during the Financial Year 2024-25 was as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors Dr. Habil Khorakiwala Chairman DIN: 00045608

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ANNEXURE VII TO THE BOARD’S REPORT

~~Energy Conservation, T~~ echnology Absorption and Foreign Exchange Earnings and Outgo required under Rule 8 of the Companies (Accounts) Rules, 2014

Your Company operates in a safe and environmentally responsible manner for the long-term benefit of all stakeholders. The Company is committed to take appropriate measures to conserve energy and drive energy efficiency in its operations.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Rule 8 of the Companies (Accounts) Rules, 2014 are provided below:

(A) CONSERVATION OF ENERGY:

• 1) The Steps Taken or impact on Conservation of Energy, the Steps taken by the Company for utilising alternate sources of energy and the Capital investment in energy conservation equipments:

ANKLESHWAR

1. The power factor maintained 0.989 (requirement 0.95 above), which leads to saving of ₹ 6.93 Lakh.

2. The high efficiency pump is installed at Cooling Tower pump, which leads to savings of 6 kW/hr.

3. Initiated to maintain the DO Dissolved Oxygen in aeration, installed CCox Agitator.

DAMAN

HVAC system

1. VFD installed in cooling water fan and interlocking done with inline temperature transmitter and achieved electrical unit saving by 6%. Energy Units saved 55874 KWH Per year, saved amount ₹ 3.35 Lakh.

2. Replacement of V belt with flat belt system in phase wise manner.

3. Chiller’s set point increased from 6.5 Deg. C to 7.0 Deg. C for reduction in power consumption. Energy Units saved 41,152 KWH, saved amount ₹ 2.46 Lakh.

4. Installation of VFD in AC store III & IV to run AHU at reduced RPM and minimum required ACPH to save electricity also maintain temperature and RH as per design and user requirement. Energy Units saved in AC Store III and AC store IV area 91171 KWH per year, amount saved ₹ 5.47 Lakh per year.

5. Installation of VFD in Finished Goods stores to Run AHU on 48.5 Hz in place of 50 Hz. Saved ₹ 1.29 Lakh per annum & Electrical Units saved 21,600 KWH per annum.

6. For AHU modification for chiller plant shutdown on weekly off days

7. I. Modification of 24 X 7 running AHU on DX to stop chiller plant, Cooling tower with Pump, Brine pump and condenser pump on non-productive hour and weekly off days for Incubator Room, Stability chamber and sample area AHU.

8. II. Heater has been replaced with hot gas coil to avoid chiller operation on week day and holiday. Total Electric units saved 197,164 KWH per year. Amount saved ₹ 11.82 Lakh per year.

9. Earlier AHU was running on 24 hours now as per area requirement of production plan, AHU Operation system (ON/OFF) is implemented and saving electrical units. Energy Units Saved 83,340 KWH and amount saved ₹ 5.0 Lakh in a year.

10. Phase wise replacement of old low efficiency motor with high efficiency motors.

11. Heater has been replaced with hot gas coil to avoid chiller operation on weekly day and holiday and saving by consumption is ₹ 2.90 Lakh per year.

Water System area

1. Developed system for rain water collection to use in monsoon period (almost four months of every year plant run on rain water only). No need of water procurement. Saved 8.8KL water and amount saved ₹ 1.18 Lakh for 4 months in a year.

2. Purified rejected water used cooling tower and steam condensate has been used in boiler water instead of Soft water. Saved water 34.56 KL and saved ₹ 4.60 Lakh per year.

3. UF water used for gardening purpose, saved water 16.5 KL and saved ₹ 2.64 Lakh.

4. RO water has been used for wash room (raw water), water saved 30.0 KL and amount saved ₹ 4.80 Lakh.

Utility area

1. Utilized low capacity 35 CFM air compressor for water system in place of 505 CFM air Compressor on plant off days and Holidays, saving by consumption and saved energy units 148148 KWh and amount ₹ 8.88 Lakh saved.

2. Reduced loading & unloading pressure of compressed air system and achieved electrical unit saving by 3%. Energy Units saved 18720 KWH and amount ₹ 1.12 Lakh per year.

3. Reduced Boiler operating pressure and achieved fuel consumption up to 3%, fuel in liters saved 1120 Ltrs and amount saved ₹ 0.60 Lakh per year.

4. CFL Lamps replaced by LED lamps in phase wise manner.

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1. 36 Watt LED light replaced with 18 watts LED light in plant all area and achieved saving in electrical unit. Energy Units saved 247,898 KWH and amount saved ₹ 14.87 Lakh.

2. Street light - CFL Lamps has been replaced by LED lamps and achieved saving in electrical unit.

3. Power factor has been maintained through auto operation capacitor bank with unity power factor.

4. Motion sensor has been installed on Air curtain to avoid continues operation and saved electrical unit. Energy Units saved 64.8 KWH and amount saved ₹ 3,000/-.

5. Total 115,179 KWH solar units generated at Kadaiya plant from April, 2024 to March, 2025 from renewable solar energy.

SHENDRA

1. Electricity demand reduced to minimize the Electricity Bill by ₹ 30 Lakh / Year saved.

2. Power factor maintained close to unity (0.999), resulting in cost saving ₹ 7 Lakh per year with energy units saved 50,000 Kwh per year.

3. Local vendor developed for repairing of electronic PCB & control systems, reducing cost by 50% compared to outside vendors saved amount ₹ 3.5 Lakh per year.

4. Terminal Sterilizer along with pump connected to UPS to avoid DG Operation for critical Emrok TS Loads. Diesel cost reduced by ₹ 5.00 Lakh energy units saved 20,000 Kwh /year.

5. AHUs of Warehouse area are kept OFF during no activity which result in saving of ₹ 4 Lakh/year and energy units savings of 35,000 kwh per year.

6. ETP water used for gardening 26.8 Million ltr/year.

7. 80% condensate recovery from plant to Boiler Feed water tank. 4.5 million Litre reused/year.

R & D CENTRE

1. EPO lab AHU kept off and run only when batch is planned in area. Saved 67,200 unit per year and saved amount ₹ 8.06 Lakhs per year.

2. AHU kept off in night time from 06:00 pm to 08:00 am and Saved 50,400 unit per year and 0.30 Lakhs per year saved. Biotech Main Lab - USP – AHU kept off from - 6.00 pm to 8.00 am – 14 hrs per day.

3. 100 TR Trane chiller Evaporator chemical descaling done to achieve better approach i.e. below 3 Deg. Cel. (Load on 60%). By reducing with 2 Deg. C 5 % energy saving done, saved 2520 KWH units per year amount saved ₹ 0.35 Lakhs.

4. Diabetic area- Lab AHU kept off and run only when batch is planned in area.

5. 90 TR (45 Tr Twin compressor) chiller installed in PDS building instead of 160 TR. We used L1 plant idle chiller instead of new procurement.

6. R&D area all three chiller interlock with each other and kept one chiller off in night time. Save energy by keeping Cooling tower off, for this cooling tower we off water pump which have capacity of 10 kw, also cooling fan of cooling tower capacity is 7.5 kw for 14 Hours. Saved 58,800 units per year, amount saved ₹ 7.06 Lakhs per year.

7. Pharma FRD area AHU kept off in night time from 06:00 pm to 08:00 am, Saved 50400 KWH units per year, amount saved ₹ 6.05 Lakhs per year.

8. R&D area main Air compressor 310 cfm kept off in night & run small compressor in night time for biotech area batch. By using small compressor saved 7,680 KWH units per year, amount saved ₹ 0.92 Lakhs per year.

9. AHU, Vacuum pump regular Preventive Maintenance for better efficiency & performance.

10. Injection area - Lab AHU kept off and run only when batch is planned in area.

11. PDL Bldg, R&D Bldg and Animal house chillers, chilled water pipeline interconnected, to share the load in night time & keep R&D building chiller OFF.

12. AHU NO 04 off Disso lab and office area replaced chilled water coil by new for better efficiency.

13. Steam supplied by running low capacity 600 Kg/hr instead of 800 kg/hr Boiler.

14. LED Fixture fitted for all street light Pole, instead of sodium vapour lamp. Replaced 150 watt with 100 watt. Total number of light is 70. from this we save approx. 33 % energy i.e. (150watt-100watt=50watt saving) (50 watt*70 nos. of lights = 3.5 kw). For 12 Hrs we save 42 KW, Saved 15,330 units per year and ₹ 1.84 Lakhs saved per year.

15. Regular periodical preventive maintenance of transformer, DG set, air compressor chillers, cooling towers, split air conditioners done for better efficiency.

16. Capacitor Bank - periodical Preventive Maintenance.

17. Cassette AC - repairing and servicing done with replacement of new control card, blower motors for DRA & AVL department for better performance of AC units on CPB building 1[st] Floor.

18. NDD Biology department - Walk in Cold room - Refrigeration system replaced by new and done hot standby unit of same capacity, for better efficiency.

19. Offices/Laboratory Lights /Air conditioners - switched off manually, whenever not required and in night period.

20. Replaced defective 165 TR chiller, in PDS building, with idle 90 TR chiller from L-1 site. We used old, idle 90 TR chiller from L-1 unit, instead of new Capex procurement. Approximately saved ₹ 35 Lakh by using idle chiller instead of new Capex procurement.

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BI ~~O~~ TECH PARK

~~EOU OSD~~

1. Air compressor capacity 223 CFM replaced in Jan. 24 instead of earlier 600 CFM. Resulting 250 unit saving per day amount saved ₹ 10 Lakh /Year.

2. Reduction in on roll manpower by 20 % and replace with Contractual labours to fulfil market requirement resulting cost saving.

3. Power factor maintained close to unity (0.999), resulting in cost saving ₹ 4 Lakh per year.

4. RM 2 warehouse AHU keep OFF and utilised RM 1 resulting ₹ 4 Lakh saving.

5. Large FG warehouse AHU keep OFF and shift all finished goods in small FG warehouse as per requirement resulting ₹ 2 Lakh saving.

API

1. Maintain Unity PF (0.999) & saved unit in Electricity bill saved ₹ 15 Lakhs / month.

2. SV lamp replaced with LED lamp saved energy 1,800 units/year (25 Nos of 70 Watt SV replaced with 50 w LED flood lights for 10 hrs running) 1,880 KWH units saved.

3. Chiller No 4 & 9 condenser descaling done - 390 units / day saved total 142,350 KWH units saved.

4. At E-coli product change over switch of Old Utility system one pump of CT pump, Sec Pump, Pri pump & CT fan (55+45+22+11KW) save @ 121kw /Hr for three months 261,360 KWH units saved.

5. At E-coli product change over switch of New Utility system one pump of CT pump, Sec Pump, Pri pump & CT fan (55+45+18+15KW) save @ 133kw /Hr for three months 287,280 KWH units saved.

6. Cooling water Pump Modification done Pump Impeller trimming done found 5 Kw/hr saving in each Pump So KW X 3 Nos Pumps =15 Kw/Hr (15 KW X 24 X 365 days) means total @ ₹ 13.14 Lakhs saving done 131,400 KWH unit.

7. Cooling tower - Cooling fan operation control in auto mode by temperature controller to maintain required temperature to chiller refrigerant cooling - 26 to 29 Deg. centigrade.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. The Efforts made towards technology absorption at different manufacturing units

FORMULATION-2

1. New Upgraded SAP System implemented for online activity of Preventive Maintenance, Breakdown, Calibration and Building Maintenance.

2. Auto weighing Dispensing activity through the SAP system implemented.

3. Cartridge Filling yield increased form 94.08 % to 96.0 %

4. Vial Filling yield increased form 97.00 % to 98.0 %

5. Continuous Particle Measurement System (CPMS) and Zwick make Cartridge leak test machine software upgradation work completed.

6. Pack leader Labelling machine for Optical Character Reader system software upgradation work completed for label rejection in pkg.

7. Alternate vendor development - Machine trial of Datwyler bottom plungers on cartridge sourced from India plant & Universal Medicap stopper on Vial line completed & found satisfactory

8. Acoustic enclosure to Diesel Generator (DG) room at Biotech Park reduced the noise with insertion loss of 25 db in DG room made the workplace more comfortable.

9. Replacement of old Blower (twin lobe Blower to energy saving trilobe blower for ETP Aeration tank 40 HP) resulted in 10% energy savings.

10. Pre New Water Chiller resulted in energy savings. Furnace oil (FO) replaced by PNG (Pressurized natural gas) in RBI Boiler resulted in reduced greenhouse gas emission, improved air quality because PNG produces lower concentration of sulphur dioxide, Oxides of nitrogen.

11. New equipment for WCK 5222 sterile plant blend manufacturing for NCE product plant upgradation. Upgradation of Plant for DMP product with glass lined reactor and rubber lined centrifuge and revamping of stability chamber.

2. Imported Technology (imported during the last 3 years reckoned from the beginning of the Financial Year):

The Company has not imported any technology.

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ANNUAL REPORT 2024-2025

3. The expenditure incurred on Research and Development:

(` in Crore)

		(`in Crore)
Particulars	Consolidated	Standalone
Capital	222	406
Revenue	119	76
Total	341	482

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Foreign Exchange Earnings was ₹ 715 Crore (Previous year ₹ 532 Crore) and Foreign Exchange Outgo was ₹ 220.99 Crore (Previous year ₹133.93 Crore).

For and on behalf of the Board of Directors Dr. Habil Khorakiwala Chairman DIN: 00045608

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ANNEXURE VIII TO THE BOARD’S REPORT

FORM AOC - 1

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 Statement containing salient features of financial statement of subsidiaries/associate companies/joint ventures]

Part A “Subsidiaries”

(Information in respect of each subsidiary to be represented with amount in ₹ Crore)

Sl. No.	Name of the Subsidiary	Reporting currency	Exchange rate as on the last date of relevant Financial Year	Average exchange rate	Share Capital	Reserves & Surplus	Total Assets	Total Liabilities	Investments	Turnover	Proft/ (Loss) before taxation	Provision for taxation	Proft / (Loss) after taxation	Proposed dividend	% of shareholding
1	Wockhardt Infrastructure Development Limited	INR	1.00	1.00	2.00	267.21	334.09	64.88	–	31.61	15.77	4.56	11.21		100.00
2	Wockhardt Medicines Limited	INR	1.00	1.00	0.05	(0.27)	0.03	0.25	–	–	(0.02)	–	(0.02)		100.00
3	Wockhardt BioNova Limited (Formerly known as Wockhardt Biologics Limited until April 22, 2024)	INR	1.00	1.00	0.05	(0.06)	0.02	0.03	–	–	(0.00)	–	(0.00)		100.00
4	Z&Z Services GmbH@	EUR	92.03	90.77	0.23	(2.10)	(1.13)	0.74	–	–	(0.06)	–	(0.06)		85.85
5	Wockhardt Europe Limited	GBP	110.57	108.21	14.46	(3.53)	10.46	0.03	0.50	–	–	–	–		100.00
6	Wockhardt Nigeria Limited	USD	85.48	84.62	0.68	(0.90)	0.06	0.28	–	–	–	–	–		100.00
7	Wockhardt UK Holdings Limited	GBP	110.57	108.21	3.04	110.98	80.88	0.03	33.17	–	–	–	–		100.00
8	CP Pharmaceuticals Limited@	GBP	110.57	108.21	26.90	478.00	904.69	399.79	–	563.86	52.17	16.14	36.03		85.85
9	CP Pharma (Schweiz) AG@	CHF	96.80	95.50	2.42	(1.45)	1.20	0.23	–	–	–	–	–		85.85
10	Wallis Group Limited	GBP	110.57	108.21	15.58	16.17	–	0.01	31.76	–	–	–	–		100.00
11	The Wallis Laboratory Limited	GBP	110.57	108.21	0.04	(2.58)	–	2.54	–	–	–	–	–		100.00
12	Wockhardt Farmaceutica do Brazil Ltda	USD	85.48	84.62	3.15	(5.06)	0.09	2.00	–	–	(0.19)	–	(0.19)		100.00
13	Wallis Licensing Limited	GBP	110.57	108.21	–	(12.50)	31.99	44.49	–	–	–	–	–		100.00
14	Wockhardt USA LLC@	USD	85.48	84.62	17.10	(413.30)	932.14	1,328.34	–	96.88	(83.45)	–	(83.45)		85.85
15	Wockhardt Bio AG	USD	85.48	84.62	480.49	1,922.69	2,648.17	1,553.83	1,308.84	1,034.37	27.08	30.16	(3.08)	–	85.85
16	Wockhardt UK Limited@	GBP	110.57	108.21	0.55	225.68	324.77	98.54	–	770.99	27.43	6.87	20.56		85.85
17	Wockpharma Ireland Limited@	EUR	92.03	90.77	552.17	312.83	–	151.53	1,016.53	11.40	11.40	–	11.40		85.85
18	Pinewood Laboratories Limited@	EUR	92.03	90.77	3.44	363.50	533.80	166.86	–	605.39	(4.78)	(2.49)	(2.29)	–	85.85
19	Wockhardt Holding Corp@	USD	85.48	84.62	222.28	(43.31)	77.03	252.53	354.47	–	(3.90)	–	(3.90)		85.85
20	Morton Grove Pharmaceuticals Inc@	USD	85.48	84.62	586.74	(373.38)	632.38	453.24	34.22	0.26	3.53	0.07	3.46		85.85
21	MGP Inc@	USD	85.48	84.62	–	40.27	114.70	74.43	–	12.45	0.92	–	0.92		85.85
22	Wockhardt France (Holdings) S.A.S@(upto November 7, 2024)	EUR	92.03	90.77	–	–	–	–	–	–	0.65	–	0.65		85.85
23	Wockhardt Farmaceutica SA DE CV@	USD	85.48	84.62	24.67	(165.41)	0.44	141.18	–	–	–	–	–		85.85
24	Wockhardt Services SA DE CV@	USD	85.48	84.62	0.03	(0.64)	8.99	9.60	–	–	–	–	–		85.85

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ANNUAL REPORT 2024-2025

Sl. No.	Name of the Subsidiary	Reporting currency	Exchange rate as on the last date of relevant Financial Year	Average exchange rate	Share Capital	Reserves & Surplus	Total Assets	Total Liabilities	Investments	Turnover	Proft/ (Loss) before taxation	Provision for taxation	Proft / (Loss) after taxation	Proposed dividend	% of shareholding
25	Pinewood Healthcare Limited@(PHL)	GBP	110.57	108.21	1.11	(1.42)	0.02	0.33	–	–	(0.03)	–	(0.03)		85.85
26	Wockhardt Bio (R) LLC@ (Russia)	RUB	1.02	0.91	0.52	53.51	64.79	10.76	–	65.97	9.26	1.95	7.31		85.85
27	Wockhardt Bio Pty Ltd@ (Australia)	AUD	53.80	55.02	0.05	2.95	4.50	1.50	–	2.24	0.07	0.02	0.05		85.85
28	Wockhardt Bio Ltd@	USD	85.48	84.62	–	–	–	–	–	–	–	–	–		85.85

Notes:

1. The Reporting period of the subsidiaries is April to March.

2. @ The Company holds 85.85% shareholding in Wockhardt Bio AG which in turn holds 100% shareholding in these subsidiaries.

3. The Company does not have any Associate Company as defined under Section 2(6) of the Companies Act, 2013 or joint venture and hence, Part B is not applicable.

4. Wockhardt BioNova Limited (Erstwhile Wockhardt Biologics Limited) and Wockhardt Medicines Limited, incorporated in India, and Wockhardt Bio Limited, incorporated in New Zealand, are yet to commence operations.

5. The investments made by all the subsidiary companies are only in their step-down subsidiaries, no other investments are made by these companies

6. During the period under review, Wockhardt France (Holdings) S.A.S, a stepdown subsidiary was wound up/liquidated.

7. The details contained in above AOC-1 also indicates performance and financial position of each of the subsidiaries of the Company.

For and on behalf of the Board of Directors Dr. Habil Khorakiwala Chairman DIN: 00045608

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BUSINESS RE ~~S~~ PONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

SECTION A: GENERAL DISCLOSURES

I. Details of the listed entity

1.	Corporate Identity Number (CIN) of the Listed Entity	L24230MH1999PLC120720
2.	Name of the Listed Entity	Wockhardt Limited
3.	Year of incorporation	8thJuly, 1999
4.	Registered ofce address	D-4, M.I.D.C. Chikalthana, Chhatrapati Sambhajinagar, Maharashtra, India, 431 006
5.	Corporate address	Wockhardt Towers, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra, 400 051
6.	Email address	investorrelations@wockhardt.com
7.	Telephone	+91 22 2653 4444
8.	Website	www.wockhardt.com
9.	Financial year for which reporting is being done	1stApril, 2024 to 31stMarch, 2025
10.	Name of the Stock Exchange(s) where shares are listed	National Stock Exchange of India Limited and BSE Limited
11.	Paid-up Capital	`81,24,27,845/-
12.	Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report	Name: Ms. Rashmi Mamtura Designation: Company Secretary & Compliance Ofcer Telephone: +91 22 2653 4444 Email: investorrelations@wockhardt.com
13.	Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated fnancial statements, taken together).	Standalone basis (For India Operations only)
14.	Name of assurance provider	As per SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated 28thMarch, 2025, assurance or assessment of BRSR Core is mandated only for the top 250 listed entities. Since our company does not fall under the mandatory threshold, third- party assurance has not been undertaken
15.	Type of assurance obtained	Not applicable

II. Products/services

16. Details of business activities (accounting for 90% of the turnover)

**Sl. No. **	Description of Main Activity	Description of Business Activity	% of Turnover of the entity
1.	Manufacturing	Chemical and chemical products, pharmaceuticals, medicinal chemical and botanicalproducts	80%
2.	Trade	Wholesale Trading	20%

17.	Products/Services sold by the entity (accounting for 90% of the entity's Turnover):	Products/Services sold by the entity (accounting for 90% of the entity's Turnover):	Products/Services sold by the entity (accounting for 90% of the entity's Turnover):	Products/Services sold by the entity (accounting for 90% of the entity's Turnover):
	**Sl. No. **	Product/Service	NIC Code	% of total Turnover contributed
	1.	Manufacture of pharmaceuticals, medicinal and chemicalproducts	210	100%

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III. Operations

18. Number of locations where plants and/or operations/offices of the entity are situated

Location	Number of plants	Number of ofces	Total
National	8	2	10
International	4	17	21

19. Market Served by the entity:

• a. Number of locations:

et Served by the entity: Number of locations:
Locations	Number
National (No. of States)	28
International (No. of Countries)	47

• b. What is the contribution of exports as a percentage of the total turnover of the entity? : 51%

• c. A brief on types of customers: Stockiest/ Institutions are our direct customers and patients are the end consumers.

IV. Employees

20. Details as at the end of Financial Year:

• a. Employees and workers (including differently abled)

			EMPLOYEES	EMPLOYEES	EMPLOYEES	EMPLOYEES	EMPLOYEES
**Sl. No. **	Particulars	Total (A)		Male		Female
				No. (B)	% (B / A)	No. (C)	% (C / A)
1.	Permanent (D)	2,190		2,016	92.05%	174	7.94%
2.	Other than Permanent (E)	441		355	80.50%	86	19.50%
3.	Total employees (D + E)	2,631		2,371	90.12%	260	9.88%
			WORKERS
1.	Permanent (F)	106		106	100%	0	0%
2.	Other than Permanent (G)	672		645	95.98%	27	4.02%
3.	Total workers (F + G)	778		751	96.53%	27	3.47%

b. Differently abled Employees and workers: Nil

Diferen	tly abled Employees and workers:Nil	tly abled Employees and workers:Nil
			Diferently		Abled Employees
**Sl. No. **	Particulars		Total (A)		Male		Female
					No. (B)	% (B / A)	No. (C)	% (C / A)
1.	Permanent (D)
2.	Other than Permanent (E)
3.	Total diferently abled employees (D + E)
				Diferently Abled Workers
1.	Permanent (F)
2.	Other than Permanent (G)
3.	Total diferently abled workers (F + G)

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21. Par ~~t~~ icipation/Inclusion/Representation of women

Par~~t~~icipation/Inclusion/Representation of women
	Total (A)	No. and percentage of Females
		No.(B)	%(B / A)
Board of Directors	8	2	25%
Key Management Personnel	4	1	25%

Note: Dr. Habil Khorakiwala, Chairperson and Executive Director, and Dr. Murtaza Khorakiwala, Managing Director of the company are members of the Board of Directors and are also considered Key Managerial Personnel.

22. Turnover rate for permanent employees and workers

	FY 2024-25	FY 2024-25	FY 2024-25	FY 2023-24	FY 2023-24	FY 2023-24	FY 2022-23	FY 2022-23	FY 2022-23
	Male	Female	Total	Male	Female	Total	Male	Female	Total
Permanent Employees	27.23	4.25	24.49	25.64	2.24	27.88	35	3	38
Permanent Workers	13.07	0	13.07	6.22	1.04	7.25	5.88	0	5.88

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. (a) Name of the holding / subsidiary / associate companies / joint ventures and % of shares held by the listed entity:

The Company does not have any holding, associate or joint venture company. The details of subsidiary companies are given in Annexure to the Board’s Report in Form AOC-1.

• b) Does the entity indicated at point (a), participate in the Business Responsibility initiatives of the listed entity? (Yes/No):

Yes, The following entities undertakes various sustainability initiatives, which furthers the scope and reach of the initiatives taken by Wockhardt Limited in this regard:

1. Wockhardt Infrastructure Development Limited

2. Wockhardt UK Holdings Limited

3. CP Pharmaceuticals Limited

4. Wallis Group Limited

5. The Wallis Laboratory Limited

6. Wockhardt Bio AG

7. Wockhardt UK Limited

8. Wockpharma Ireland Limited

9. Pinewood Laboratories Limited

10. Wockhardt Holding Corp

11. Pinewood Healthcare Limited

VI. CSR Details

24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) : Yes.

• (ii) Turnover (in **):** 14,023,040,439

• (iii) Net worth (in **):** 22,888,299,350

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VII. Transparency and Disclosures Compliances:

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct

Stakeholder group from whom complaint is received	Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy)	FY 24-25	FY 24-25	FY 24-25	FY 23-24	FY 23-24	FY 23-24
		Number of complaints fled during the year	Number of complaints pending resolution at close of the year	Remarks	Number of complaints fled during the year	Number of complaints pending resolution at close of the year	Remarks
Communities	https://www. wockhardt.com/ wp-content/ uploads/2023/04/ stakeholders- relationship-policy.pdf	Nil	Nil	NA	Nil	Nil	No Complaints received
Investors (other than shareholders)		8	Nil	All complaints/queries have been resolved within prescribed statutory timelines.
Shareholders
Employees and workers		Nil	Nil	No complaints Received
Customers		3	Nil	Based on investigation CAPA (Corrective and preventing action) has been initiated and SOP (Standard Operating Procedure) elaborated and checklist incorporated for QR code verifcation and shared to customer. Customer has accepted proposed CAPA and hence complaint has been closed.
Value Chain Partners		Nil	Nil	No complaints received
Other (specify)		Nil	Nil	No complaints received

26. Overview of the entity’s material responsible business conduct issues

Sl. No.	Material issue identifed	Indicate whether risk or opportunity	Rationale for identifying the risk / opportunity	In case of risk, approach to adapt or mitigate	Financial implications of the risk or opportunity (indicate positive or negative implications)
1.	Ethical Governance	Opportunity	Conduct of business in most ethical manner with high standards of corporate governance facilitates long term value creation for all the stakeholders of the Company. Corporate governance facilitates long term value creation for all the stakeholders of the Company.	At Wockhardt, we have a well defned Code of Business Conduct highlighting the Company’s commitment to conduct business with integrity and professionalism. – CSR Committee reviews ESG-related risks and recommends appropriate remedial/ mitigation measures.	Positive: Wockhardt has clearly spelt out policies on code of conduct, whistleblowing, anti-bribery and corruption etc. Clearly defned organisation structure with roles and responsibilities and strong governance mechanisms. This ensures smooth conduct of business with integrity. Penal actions are taken for violation of these polices. The above actions facilitates value creation for all its stakeholders.

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	Sl.~~N~~o.	Material issue ~~identife~~d	Indicate whether risk or opportunity	Rationale for identifying the risk / opportunity	In case of risk, approach to adapt or mitigate	Financial implications of the risk or opportunity (indicate positive or negative implications)
	2.	Data Privacy and information Security	Risk	Risk of leaking personal information thereby compromising privacy. Risk of critical corporate information being compromised.	Data Privacy impact analysis, data privacy policy and notices. Continuing eforts to secure data privacy. The Company’s Information Security policies and procedures, continually strives to identify potential threats and working out mitigations to reduce such exposure. We encourage and train our staf to enhance their skills as to adopt to new emerging technologies.	Negative: Leakage of personal information and privacy infringement can afect reputation. Non-compliance with regulations can result in potential penalties by regulato ₹ A compromise of corporate information could afect the organization. A cyber attack on information systems could afect operations and consequently the fnancial performance of the company.
	3.	Digital Transformation	Opportunity	Transitioning to digital tools enables enhanced efciency and efectiveness of operational processes, resulting in increased productivity across operations.	At Wockhardt, we have invested in automation and digitization to enhance the efciency and efectiveness of our processes. We have initiated AI Project which includes automation of P2P, O2C & R2R. We are also looking for enhancement of use of Technology to increase efciency and accuracy in business and entire operations.	Positive: Wockhardt continually strive to embrace emerging technologies which could change the way of working. Machine learning, Robotic process automation, AI etc. could increase efciencies manifold. The new technologies can be used in R&D and production planning and to optimise manpower utilisation
	4.	Pricing regulations	Risk	Government regulations puts pricing caps on specifed medical products from time to time. The price regulations are aimed to help afordability of medicines to common public. Such unforeseen actions by the Government may also impact fnancials.	“Life Wins” is our motto. At the heart of our business is the clear objective to supply afordable medicines to public at an afordable price and give them every chance to recover.	Negative: Pricing caps in some situations could shrink the proftability. Any non- compliance could result in plant shutdown, penalties, fnes, etc. Adherence to the applicable regulatory requirements is a key priority, and at Wockhardt, we ensure that the regulatory compliances for health and safety, quality, human rights are followed at all times.
	5.	Supply Chain disruptions	Risk	Volatile global geo political development may give rise to situations where there could be disruptions to the supply chain. We always endeavour for a stable supply chain to deliver medicines	The Company has a robust Vendor identifcation and empanelment process that meets quality standards and regulatory expectations. The Company also strives to grow the vendor base to overcome disruptions. In addition, the Company has implemented Cost efective logistics arrangements which also ensures timely delivery of materials and products to Plants and Customers respectively.	Negative: Supply chain disruptions may result in delayed supply to customers and potentially afecting patient care. Supply Side constraints could afect manufacturing operations.

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Sl. No.	Material issue identifed	Indicate whether risk or opportunity	Rationale for identifying the risk / opportunity	In case of risk, approach to adapt or mitigate	Financial implications of the risk or opportunity (indicate positive or negative implications)
6.	Product Quality & Safety	Risk	Due to the pharmaceutical industry's signifcant vulnerability to product quality and safety issues, addressing risks related to product responsibility is critical. Failure in safety & quality measure can result in fnancial & reputational loss.	At Wockhardt we have implemented proper systems to ensure the quality and safety of our products as per the regulatory norms. We have a dedicated Pharmacoviigilance function to monitor and track any complaints received for our products. The team also ensure that the complaints received are timely addressed. Also we have mandated the Pharmacovigilance training to all our employees for all the locations.	Positive: By adhering to the highest product quality and safety, the company can create a positive brand image and reputation leading to increase in customer base. To achieve that we have rigorous quality programmes that identifes gaps on continuous basis and takes necessary correction actions which is a continuous improvement programmes Negative: In the case of poor product quality, the Company can face reputational as well as operational damage. This may also lead to a decrease in customer satisfaction and trust. Further the likelihood of observation during regulatory inspection maybe possible.

Section B: Management And Process Disclosures

Management and Process disclosure questions

Disclosure Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
Policy and management processes
1. a. Whether your entity’s policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No)	Yes
b. Has the policy been approved by the Board? (Yes/No)	Yes
c. Web Link of the Policies, if available	https://www.wockhardt.com/investors/corporate-governance/policies-codes/
2. Whether the entity has translated the policy into procedures. (Yes/No)	Yes
3. Do the enlisted policies extend to your value chain partners? (Yes/No)	Yes
4. Name of the national and international codes/ certifications/labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.	• WHO-GMP certifcation by State FDA and CDSCO (Cert. No. WHO-GMP/22043238/24389/ B) • ANSM (France) Certifcation (Certifcate No. 19MPP006HPT01) • PMDA-Japan Certifcation (Reference No. AA38601) • ISO 14001 Certifcation • ISO 13485:2016 • EN ISO 13485:2016 • ISO 45001:2018 • ISO 9001 • Certifcate from Repak Limited (Approved body of the European Union (Packaging) Regulation 2014 • E-Incarnation Recycling Private Limited (E-Waste Certifcate) • Kedia Rainwater Harvesting Pvt. Ltd. (Rainwater Harvesting Certifcate) • Shell EnergyUK Limited (Renewable EnergyCertifcates)

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	Di~~s~~closure Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
	5. Specifc commitments, goals and targets set by the entity with defned timelines, if any.	Each employee should receive at least 4 man-hours of occupational health and safety training every year.	The same is under implementation				1. Reduction in non-renewable energy consumption dependency by 5% each year (17523.67 GJ). 2. Reduction in occupational health and safety training every year. energy intensity per rupee of turnover by 5% (0.20). 3. Scope 1: Reduction by 731.36 MT of CO2 equivalent. 4. Scope 2: Reduction by 4213.27 MT of CO2 equivalent. 5. Reduction in NOx by 9.60 PPM/A. 6. Reduction in SOx by 9.15 Mg/Nm3. 7. Reduction in PM by 19.36 Mg/Nm3. 8. Achieved 10% reduction in water intensity (2.87 against average of last two years). 9. 100% recycling of e-waste and battery waste through government-approved recycle ₹ 10. Reduction in non-hazardous waste generation by 15% (322.08 MT per annum). 11. 100% recycling of e-waste through government approved vendors. 12. Increase in green coverage by at least 5% each year to achieve the standard (33% of open space).	The same is under implementation.
	6. Performance of the entity against the specifc commitments, goals and targets along-with reasons in case the same are not met.	N.A.
	Governance, leadership and oversight
	7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements Wockhardt is deeply committed to ESG initiatives. Our Environmental eforts focus on energy-efcient operations, reduction of our carbon footprint, conservation of water and waste reduction. Socially, we invest in well-being of our employees through diversity, equity, inclusion & better working Condition. We also advance the causes of the society through the product safety, sustainable sourcing of raw materials and by supporting health and education of local communities through our special projects. Our Governance practices are rigidized through a diversifed and independent Board, transparency through established clear and accessible commu- nication channels along with regular reporting and public disclosures, Stakeholder engagement, ethical conduct and accountability. Through rigorous compliance and responsible marketing, we ensure patient safety and trust. Additionally, our R&D projects target critical health challenges such as Diabetes and AMR, advancing access to afordable medications. By embracing ESG principles, we aim to positively impact society, enhance stakeholder value, and contribute to a healthier, more sustainable world. Our dedication to ESG drives our purpose and defnes us as a responsible pharmaceutical industry leader.
	8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies).	Name: Dr. Huzaifa Khorakiwala Designation: Executive Director
	9. Does the entity have a specifed Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details.	Corporate Social Responsibility Committee of the Board oversees the matters related to Environmental, Social, and Governance.

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10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken by Director/ Frequency (Annually/Half yearly/ Quarterly/ Any other
Committee of the Board/ Any other Committee - please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against
above policies and Corporate Social Responsibility Committee of the Board Annually
follow up action
Compliance with
statutory requirements
of relevance to Audit Committee and Corporate Social Responsibility
the principles, and Committee of the Board Quarterly
rectification of any
non-compliances
11. Has the entity carried out independent
P1 P2 P3 P4 P5 P6 P7 P8 P9
assessment / evaluation of the working of its
policies by an external agency? (Yes/No). If yes,
No
provide name of the agency.
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12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated: Not Applicable

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Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its
business (Yes/No)
The entity is not at a stage where it is in a position to formulate
and implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical
resources available for the task (Yes/ No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)
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SECTION C: ~~P~~ rinciple Wise Performance Disclosure

PRINCIPLE 1 - BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY, AND IN A MANNER THAT IS ETHICAL, TRANSPARENT AND ACCOUNTABLE

Essential Indicators

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1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year
Segment Total number Topics / principles covered under the training and Percentage of persons in respective category covered by
of training its impact the awareness programmes
and awareness
programmes held
Board of Directors The Company conducts familiarisation programmes for its
Directors & KMPs at regular intervals which covers topics such
as ESG parameters and targets, corporate governance practices,
4 100%
employee well-being, innovation & R&D, leadership and various
Key Managerial
other regulatory updates.
Personnel
Employees other than • POSH Compliance and Business Ethics has 584 participants,
BoD and KMPs with 351 males and 233 females.
• ESG Training has 934 participants, with 703 males and
233 females.
• Pharmacovigilance has 257 participants, with 155 males
and 102 females.
• Excel Training has 62 participants, with 33 males and
29 females.
• Competency-Based Interviewing Skills has 43 participants,
with 25 males and 18 females.
• Emerging Young Leaders has 15 participants, with 14 males
and 1 female.
• Financial Webinar has 31 participants, with 17 males and
14 females.
• Health Initiative - Bone Voyage & BMD Camp has
126 participants, with 72 males and 54 females.
• Health Initiative - Your Health is Your Priority has
25 participants, with 9 males and 16 females.
142 80%
• Visualization Dashboard has 41 participants, with 29 males
and 12 females.
• The 7 Habits of Highly Effective People has 17 participants,
with 3 males and 14 females.
• Negotiation Skills has 54 participants, with 52 males and
2 females.
• AI Training has 24 participants, with 15 males and 9 females.
• Wockhardt Hospital Training has 35 participants, with
21 males and 14 females.
• WOW has 36 participants, with 3 males and 33 females.
• Sales Training Program has 176 participants, with 9 males
and 167 females.
• Regional Manager Developmental Program has
88 participants, with 2 males and 86 females.
• LOGO Quiz has 587 participants, with 18 males and
569 females.
• Refresher / Booster has 402 participants, with 35 males and
367 females.
Workers 2 Health and safety Skill Upgradation 100%
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2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website)

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Monetary
NGRBC Principle Name of the Amount Brief of the Case Has an appeal been
regulatory / (In INR) preferred (Yes/No)
enforcement
agencies judicial
institutions
Penalty / Fine N.A. N.A. NIL N.A. N.A.
Settlement N.A. N.A. NIL N.A. N.A.
Compounding Fee N.A. N.A. NIL N.A. N.A.
Non-Monetary
NGRBC Principle Name of the Brief of the Case Has an appeal been preferred (Yes/No)
regulatory /
enforcement
agencies judicial
institution
Imprisonment N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A.
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3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or nonmonetary action has been appealed

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Case Details Name of the regulatory / enforcement agencies judicial
institutions
N.A. N.A.
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4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy

Yes, Wockhardt Limited is committed to the prevention, deterrence and detection of fraud, bribery and other corrupt business practices. Wockhardt Limited is committed to conduct its business activities with honesty, integrity with highest possible ethical standards.

The Company has implemented a stringent Anti-bribery and Anti-corruption Policy which applies to all individuals worldwide working for all affiliates and subsidiaries of Wockhardt Limited at all levels including Directors, Senior Management, Officers and other employees (whether permanent, fixed-term or temporary), Consultants, Contractors, Trainees, Seconded Staff, Casual Workers, Volunteers, Interns, Agents, or any other Business Associate of Wockhardt Limited. A copy of the Anti-bribery and Anti-corruption Policy is available on the website of the Company and can be accessed at https://www.wockhardt.com/wp-content/uploads/2023/04/anti-bribery-and-corruption-policy.pdf.

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5. Numbe ~~r~~ of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law ~~enforcement agency~~ for the charges of bribery/ corruption

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FY 24-25 FY 23-24
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
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6. Details of complaints with regard to conflict of interest

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FY 24-25 FY 23-24
Number Remarks Number Remarks
Number of complaints received in relation to Nil N.A. Nil N.A.
issues of Conflict of Interest of the Directors
Number of complaints received in relation to Nil N.A. Nil N.A.
issues of Conflict of Interest of the KMPs
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7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest No such cases, hence not applicable.

8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format

format
	FY 24-25	FY 23-24
i) Accounts payable x 365 days	173,740	117,165
ii) Cost of goods/services procured	840	850
iii) Number of days of accounts payables	207	138

9. Open-ness of business, Provide details of concentration of purchases and sales with trading houses, dealers, and related parties alongwith loans and advances & investments, with related parties, in the following format

( ` in Crore)

			(`in Crore)
Parameter	Metric	FY 24-25	FY 23-24
Concentration of Purchases	a. i) Purchases from trading houses	3.21	168.42
	ii) Totalpurchases	276	477.33
	iii) Purchases from trading houses as % of total purchases	1.16%	35.28%
	b. Number of trading houses wherepurchases are made	17	33
	c. i) Purchases from top 10 tradinghouses	2.8	141.77
	ii) Total purchases from tradinghouses	3.21	168.42
	iii) Purchases from top 10 trading houses as % of total purchases from trading houses	85%	84.18%

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Parameter	Metric	FY 24-25	FY 23-24
Concentration of Sales	a. i) Sales to dealer / distributors	515.65	544
	ii) Total Sales	515.65	1,154
	iii) Sales to dealer / distributors as % of total sales	100%	47.14%
	b. Number of dealers / distributors to whom sales are made	2,898	3048
	c. i) Sales to top 10 dealers / distributors	171.48	213
	ii) Total Sales to dealer / distributors	515.65	544
	iii) Sales to top 10 dealers / distributors as % of total sales to dealer / distributors	33%	39.15%
Share of RPTs in	a. i) Purchases (Purchases with relatedparties)	8	54
	ii) Total Purchases	604	477.33
	iii) Purchases (Purchases with related parties as % of Total Purchases)	1.30%	11.31%
	b. i) Sales (Sales to relatedparties)	273	205
	ii) Total Sales	1,402	1,154
	iii) Sales (Sales to related parties as % of Total Sales)	19.51%	17.76%
	c. i) Loans & advances given to relatedparties	0	0
	ii) Total loans & advances	185	4
	iii) Loans & advances given to related parties as % of Total loans & advances	0%	0%
	d. i) Investments in relatedparties	297	297
	ii) Total Investments made	719.8	297.45
	iii) Investments in related parties as % of Total Investments made	41.24%	99.85%

Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year

Total number of awareness programmes held	Topics / Principles covered under the training	%age of value chain partners covered (by value of business done with such partners) under the awarenessprogrammes
1	Principle 6	35%

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same

Yes, The Company’s Code on Business Conduct and Ethics for the Members of the Board of Directors and Senior Management encourages Board Members including Senior Management Personnel to consult the Chairman of the Board or the Compliance Officer for any queries regarding Conflicts of Interest. Any Director or Senior Management personnel who becomes aware of a conflict or potential conflict shall bring it to the attention of the Chairman of the Board or the Compliance Officer.

Further, pursuant to the requirement of the Companies Act, 2013, and SEBI Listing Regulations, all Board members provides Disclosure of Conflict of Interest in Form MBP-1 at the first Board Meeting held during any financial year and subsequent meeting in case of change in Interest. Conflicted Board members, if any, do not participate in discussion or vote on matter concerning conflict.

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PRINCIPLE ~~2~~ - BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

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FY 24-25 FY 23-24 Details of improvements in environmental and social impacts
R&D 100% Nil The CAPEX investments in Research and Development helps in Reducing negative
Environmental Impact by reducing the use of water and effluent discharge, reducing
air pollution by reducing emissions of SOx, NOx, CO, HC, reducing Carbon Emissions by
reducing the use of Energy.
Improves Social Impact by improving the efficacy of drugs with reduced costs of
manufacturing thus have wider social impact as the medicines become more affordable.
Wockhardt R&D, Biotech Park are Governed through International Standards Complying
regulations as per GMP, USFDA, Drugs and Cosmetic Act, International Standard
Organisation (ISO) Quality and Environmental laws.
Capex 2.32% Nil 1. At Daman Plant: Furnace oil (FO) is replaced with PNG (Pressurized natural gas)
in RBI Boiler which has Reduced greenhouse gas emission and Improved air quality
as PNG produces lower concentration of sulphur dioxide, Oxides of nitrogen.
2. At Ankleshwar Plant: Installation of new equipments and plant upgrades which
enhance energy efficiency, reduce resource wastage, and support sustainable
operations.
3. At Biotech Park Plant:
i) Shifted from Acoustic enclosure to Diesel Generator (DG) room which
reduced the noise with insertion loss of 25 db in DG room;
ii) Replacement of old Blower (twin lobe Blower to energy saving trilobe
blower for ETP Aeration tank (40 HP)) which resulted in energy saving;
iii) Pre-New Water Chiller installed which resulted in energy saving and
improved efficiency which made the workplace more comfortable.
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2. a) Does the entity have procedures in place for sustainable sourcing? (Yes/No) Yes, our company supply chain & quality assurance department checks and ensures all 100% vendors and suppliers while on boarding and registering them as the vendors for our company, as per the standard operating procedures and checklist which includes the sustainability, ESG (Environment, Social, & Governance) and EHS( Environment Health and Safety) being followed for all the vendors and suppliers.

b) If yes, what percentage of inputs were sourced sustainably? 100%

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

• (a) Plastics (Including Packaging)

• Procurement of plastic packaging from the EPR certified vendors those are obtained their EPR certificates from CPCB under PWM Rules, 2016.

• We have Brand Owner and Import category EPR certificate for the environmentally sound management of the product until the end of its life.

• (b) E-waste:

Refurbishment and Processing

• Working items are repaired, formatted, and upgraded for resale.

• Non-working items with salvageable parts are used for repairs or repurposing.

• Scrap materials are documented and moved for authorized e-waste disposal.

• Safe Disposal and Compliance

• Non-usable and hazardous e-waste is handed over to authorized e-waste recyclers as per government norms.

• Maintain proper disposal records and obtain certificates from recycle

• Submit necessary compliance reports to regulatory authorities if required

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Compliance and Legal Considerations:

  - Follow guidelines laid down by the Central Pollution Control Board (CPCB) and local regulatory authorities.

  - Obtain necessary permissions and certifications from authorized agencies for e-waste handling.

  - Ensure data security by properly erasing or destroying storage devices before disposal.

• (c) Hazardous Waste

  • In-process non-recoverable material i.e. Hazardous waste is delivered to the TSDF site (GEPIL) as per authorized by the Pollution Control Board for Incineration and Secured landfilling.

• (d) Other Waste (Non-Hazardous Waste/Scrap)

  • Rejected plastic packaging material is destroyed through registered recycle ₹

  • Canteen waste from R&D is sent to an authorized facility for biogas generation, while canteen waste from Shendra is used for biocomposting within the premises.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same

The Company has a standard operating procedure (SOP) for recalling unsold products at the end of their shelf life at the distributor level and disposing of them as per applicable regulations.

Leadership Indicators

1. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry).

Nil, As per the Drugs & Cosmetics Act, pharmaceutical companies are not allowed to use recycled material in pharma manufacturing.

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Indicate input material Recycled or re-used input material to total material
FY 24-25 FY 23-24
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2. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format

As per the Drugs & Cosmetics Act, pharmaceutical companies are not allowed to use recycled material in pharma manufacturing. We are planning to take up a Life Cycle Assessment of the Pharma products in the coming financial year. Our commitment lies in minimizing the environmental impact through responsible practices within our operations

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FY 24-25 FY 23-24
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including packaging) – – 30.051 tonne – – –
E-waste – – 0.33 tonne – – –
Hazardous waste – – 12.9 tonne – – –
Other waste – – 5,537.57 tonne – – –
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PRINCIPLE ~~3~~ - BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF ALL EMPLOYEES, INCLUDING ~~THOSE IN~~ THEIR VALUE CHAINS

Essential Indicators

1. Details of well-being of Employees and workers

• a. Details of measures for the well-being of employees

Category	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by
	Health Insurance			Accident Insurance		Maternity Beneft		Paternity Beneft		Day Care Facility
	Total (A)	Number (B)	% (B / A)	Number (C)	% (C / A)	Number (D)	% (D / A)	Number (E)	% (E / A)	Number (F)	% (F / A)
	Permanent Employees
Male	2,016	2,016	100%	2,016	100%	0	0%	0	0%	0	0%
Female	174	174	100%	174	100%	174	100%	0	0%	0	0%
Total	2,190	2,190	100%	2,190	100%	174	7.94%	0	0%	0	0%
	Other than Permanent Employees
Male	355	0	0%	0	0%	0	0%	0	0%	0	0%
Female	86	0	0%	0	0%	0	0%	0	0%	0	0%
Total	441	0	0%	0	0%	0	0%	0	0%	0	0%

• b. Details of measures for the well-being of workers

Category	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by	% of workers covered by
	Total(A)	Health Insurance		Accident Insurance		Maternity Beneft		Paternity Beneft		Day Care Facility
		Number (B)	% (B / A)	Number (C)	% (C / A)	Number (D)	% (D / A)	Number (E)	% (E / A)	Number (F)	% (F / A)
	Permanent workers
Male	106	106	100%	106	100%	0	0%	0	0%	0	0%
Female	0	0	0%	0	0%	0	0%	0	0%	0	0%
Total	106	106	100%	106	100%	0	0%	0	0%	0	0%
	Other than Permanent workers
Male	645	0	0%	0	0%	0	0%	0	0%	0	0%
Female	27	0	0%	0	0%	0	0%	0	0%	0	0%
Total	672	0	0%	0	0%	0	0%	0	0%	0	0%

• c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format

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FY 24-25 FY 23-24
Cost incurred on wellbeing measures as a % of total 0.27% 0.28%
revenue of the company
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2. Details of retirement benefits, for Current FY and FY 23-24

Benefts	FY 24-25	FY 24-25	FY 24-25	FY 23-24	FY 23-24	FY 23-24
	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/ N.A.)	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/ N.A.)
PF	100%	100%	Yes	100%	100%	Yes
Gratuity	100%	100%	Yes	100%	100%	Yes
ESI	100%	100%	Yes	100%	100%	Yes
Others please specify	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

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3. Accessibility of workplaces -

• Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard: Yes, accessible to differently abled employees and workers.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy

Yes, The Company has a Diversity, Inclusion and Equal Opportunity Policy, a copy of which is available on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2023/04/diversity-inclusion-and-equal-opportunitypolicy.pdf

5. Return to work and Retention rates of permanent employees and workers that took parental leave

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Gender Permanent employees Permanent workers
Return to work rate Retention rate Return to work rate Retention rate
Male No Paternity Leave Policy No Paternity Leave Policy No Paternity Leave Policy No Paternity Leave Policy
Female 100% 100% 100% 100%
Total 100% 100% 100% 100%
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6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief

Yes/No (If Yes, then give details of the mechanism in brief) Permanent Workers The Company has created several mechanisms through policies, processes and guidelines across all our business operations including for Other than Permanent Workers receiving grievances from employees, workers and other stakeholders. Permanent Employees No reprisal or retaliatory action is taken against any employee or stakeholder Other than Permanent Employees for raising concerns. The Company investigates, addresses and responds to the concerns and takes appropriate corrective action in response to any violation.

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity

Category	FY 24-25	FY 24-25	FY 24-25	FY 23-24	FY 23-24	FY 23-24
	Total employees / workers in respective category (A)	No. of employees / workers in respective category, who are part of association(s) or Union (B)	% (B / A)	Total employees / workers in respective category (C)	No. of employees / workers in respective category, who are part of association(s) or Union (D)	% (D / C)
Total Permanent Employees
– Male	2,016	0	0%	2,134	0	0.00%
– Female	174	0	0	158	0	0.00%
Total Permanent Workers
– Male	106	80	75.47%	93	91	97.84%
– Female	0	0	0%	1	1	100%

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8. Details ~~o~~ f training given to employees and workers

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Category FY 24-25 FY 23-24
Total (A) On Health and safety On skill upgradation Total (D) On Health and safety On skill upgradation
measures measures
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 2,016 2016 100% 1,150 57% 2487 2,487 100% 1256 50.50%
Female 174 174 100% 78 44.8% 158 158 100% 66 41.77%
Total 2,190 2190 100% 1,228 56% 2645 2,645 100% 1322 49.47%
Workers
Male 106 106 100% 106 100% 207 207 100% 92 44.44%
Female 0 0 0% 0 0% 13 13 100% 5 38.46%
Total 106 106 100% 106 100% 220 220 100% 97 44.09%
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9. Details of performance and career development reviews of employees and worker

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Category FY 24-25 FY 23-24
Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
Employees
Male 2,016 NA NA 2,487 N.A NA
Female 174 NA NA 159 N.A NA
Workers
Male 106 NA NA 220 N.A NA
Female 0 NA NA 1 N.A NA
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10. Health and safety management system

• a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system? Yes, covered through ISO 45001, ISO 13485 and ISO 14001.

• b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? Following are the practices followed at site to identify work related hazards and assess risk on a routine & non-routine basis:

• Standard Operating procedures

• EHS Risk Assessment

• Earth pit monitoring

• Pressure vessel checks

• Safety work permit initiation before starting any non-routine work

• Statutory compliance as per schedule.

• Workplace inspection

• Identification and reporting of unsafe act / unsafe condition / near-miss

• Personal Protection Equipment (PPE) for all the workers.

• c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N) Yes

• d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No): Yes

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11. Details of safety related incidents, in the following format

Safety Incident/Number	Category	FY 24-25	FY 23-24
Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)	Employees	Nil	Nil
	Workers
Total recordable work-related injuries	Employees
	Workers
No. of fatalities	Employees
	Workers
High consequence work-related injury or ill-health (excluding fatalities)	Employees
	Workers

12. Describe the measures taken by the entity to ensure a safe and healthy work place

Measures taken at site to maintain safe and healthy work place:

• Conducting regular EHS risk assessment

• EHS training

• Ensure use of appropriate PPEs

• Reporting of Unsafe act, Unsafe conditions, Near-miss

• Accident / Incident investigation

• Well- maintained equipment

• Promoted safety culture in employees where safety is prioritized at all levels of the organization.

• Emergency preparedness

• Employee Health monitoring

• Ensuring employees use personal protection equipment while working in hazardous areas.

13. Number of Complaints on the following made by employees and workers

	FY 24-25	FY 24-25	FY 24-25	FY 23-24	FY 23-24	FY 23-24
	Filed during the year	Pending resolution at the end ofyear	Remarks	Filed during the year	Pending resolution at the end ofyear	Remarks
WorkingConditions	Nil
Health & Safety	Nil

14. Assessments for the year

Assessments for the year
	% ofyour plants and ofces that were assessed (by entity or statutory authorities or third parties)
Health and safety practices	100%
WorkingConditions	100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions

At the site, we have a procedure for Accident / Incident investigation. During the investigation, if there is any concern related to health and safety we raise the corrective action and preventive action plan to maintain workplace safety, as per the standard operating procedures.

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Leadership Indicators

1. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners

• At all our Plants, Timely payment of statutory dues to contract labours is reviewed by taking a challan from the contractors.

2. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment

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Total no. of affected employees/ workers No. of employees/workers that are
rehabilitated and placed in suitable
employment or whose family members
have been placed in suitable employment
FY 24-25 FY 23-24 FY 24-25 FY 23-24
Employees Nil
Workers Nil
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3. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? No.

4. Details on assessment of value chain partners

% of value chain partners (by value of business done with such partners) that were assessed Health and safety practices 100% Working Conditions

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partner

Contract labour working assessment is done on yearly basis at all locations. Instructions available in SOPs, batch processing record for usage of PPEs, MSDS available, periodic training to each employee on Good Manufacturing, good laboratory, Good Engineering practices etc. Assessment for the same is in place during vendor approval through questionnaires and regular audits.

PRINCIPLE 4 - BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TO ALL ITS STAKEHOLDERS

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity

Stakeholders are determined based on the significance of their impact on the Company’s business and the impact of the Company’s business on them. Groups or individuals within a business, who work directly within the business, such as employees, full time consultants and contractual support staff as Internal Stakeholders, and Groups or individuals outside a business who are affected in some way by the decisions of the business, such as investors, lenders, value chain partners, customers, community, media and the Government as External Stakeholders.

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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group

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Stakeholder Whether identified Channels of communication Frequency of Purpose and scope of engagement
Group as Vulnerable & (Email, SMS, Newspaper, Pamphlets, engagement (Annually/ including key topics and concerns
Marginalized Group Advertisement, Community Meetings, Half yearly/ Quarterly / raised during such engagement
(Yes/No) Notice Board, Website), Other others – please specify)
Shareholders & No • Quarterly results Regular least one • Resolving queries
Investors • Stock exchange disclosures engagement on • Business performance highlights
a quarterly basis
• Annual Report • Business updates
• Annual General Meeting • Economic value / Sustainable wealth
• Interviews creation
• Press/Media releases • Minority shareholder interest
• Investor/analysts calls and meet • Transparency & disclosure
• Dedicated Investor relations Team • To discuss publicly available Company
information
• Share Transfer Agents
• Email
• Website
Vendors No • Direct interactions Need based • New business opportunities
• Supplier meets • Business transparency
• Email • Training and development of
• Website marketing partners
• Regulatory compliances notifications • Business ethics and transparency
• Contracts terms & conditions • Resolving queries
Customers No • Visits and meetings Need based • Regular updates on Launch of new
• Pharmacovigilance products
• Dedicated training programmes for • New product features are shared with
doctors, healthcare professionals, etc., customers
medicines pamphlets, brouchers • Product quality
• Email • Innovation
• SMS • Affordable medicines
• Calls • Safety initiatives
• Communication Pharmacovigilance • Access to healthcare
• Annual Report • Emergency medicines
• Media Interview • Cure for difficult diseases
• Campaigns •Website submission • Customer feedbacks
• Dedicated Customer Care number
Bankers No • Meetings and calls Need based • Economic value
• Conferences • Compliance and covenants
• Email
• Website
• Audited financial report
Employees & No • Training Sessions Regular • Professional growth
Workers • Seminars • Work-life balance
• Surveys • Diversity and equal opportunity for all
• Workshops • Knowledge sharing, Learning and
• Capacity building development
• Appraisals newsletters & rewards • Organization culture / workplace
• Health & safety committee meetings • Minimum wages
• Direct interactions • Working conditions
• Events • Health & safety
• Email
• Website
• Newsletters
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Stakeholder Whether identified Channels of communication Frequency of Purpose and scope of engagement
Group as Vulnerab le & (Email, SMS, Newspaper, Pamphlets, engagement (Annually/ including key topics and concerns
Marginalized Group Advertisement, Community Meetings, Half yearly/ Quarterly / raised during such engagement
(Yes/No) Notice Board, Website), Other others – please specify)
Service Providers No • Direct interactions Need based • New business opportunities
• Supplier meets • Business transparency
• Email • Training and development of partners
• Website and suppliers
• Service contract • Business ethics and transparency
• Newsletter • Resolving queries
Government No • Need basis Participation in industry level Need based • Seeking clarifications and relaxation
Authorities consultation groups • Communicating challenges and
• Policy advocacy providing recommendations
• Participation in forums • Compliance and good governance
• Email • Sustainable practices
• Website • Inclusive growth
• •
Stock exchange disclosures Resolving queries
Communities No • Direct engagement Regular • Infrastructure development
• Visits and camps • Education & healthcare
• Community needs assessments • Environmental protection
• Social projects and engagement • Generating local employment
• Email opportunities
• Website
Value Chain No • Direct interactions Need based • New business opportunities
Partners • Supplier meets • Business transparency
• Email • Training and development of partners
• Website and suppliers
• Business ethics and transparency
•
Resolving queries
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Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board

The Company's operations adhere to local regulatory requirements such as Pollution Control Board norms, which necessitate stakeholder consultations, both internal and external. The Company has a dedicated CSR team as part of its corporate sustainability function, responsible for identifying and implementing social projects and programs through reputed NGOs in line with the CSR Policy, with updates on the programs, partners, and impact provided to the Board for approval through the CSR Committee. The Company believes in effective stakeholder engagement to achieve long-term sustainability goals and overall growth, and the Board of Directors prioritizes accomplishing the ESG targets.

1. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity

Yes, Stakeholders consultation is taken on all matters pertaining to management of environmental and social topics. For environmental inputs we have open forum and communication from stakeholders. For social inputs also we have open forum and communication from stakeholders. Only after receiving and deliberating on the suggestion from stakeholders they are incorporated into polices.

1. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups

At Group level, the company engages with vulnerable and marginalized stakeholder groups through Wockhardt Foundation, the CSR Arm of the Company. Wockhardt Foundation is committed to uplifting the underserved and disadvantaged sections of society through structured programs that are scalable, impactful, and sustainable. The Foundation addresses the needs of vulnerable and marginalized communities by executing its flagship initiatives namely, Mobile 1000, GUR+, Pronto Toilet, Wockhardt E-Learning Program, Wockhardt Hunger Project, Wockhardt Foundation Junior College of Arts and Science and Khel Khel Mein Programme. Each initiative is designed with the belief that "Service to Man is Service to God"—upholding Wockhardt Foundation’s core mission of social service, compassion, and inclusive development. The detailed information about the initiatives is accessible at Wockhardt Foundation's website - https://www.wockhardtfoundation.org

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PRINCIPLE 5 - BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format

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Category FY 24-25 FY 23-24
Total (A) No. of % (B/A) Total (C) No. of % (D/C)
employees employees
/ workers / workers
covered (B) covered (D)
Employees
Permanent 2,190 2,190 100% 3,658 3,658 100%
Other than Permanent 441 441 100% 215 215 100%
Total Employees 2,631 2,631 100% 3,873 3,873 100%
Workers
Permanent 106 106 100% 295 295 100%
Other than Permanent 672 187 27.83% 0 0 0%
Total Workers 778 293 37.66% 295 295 100%
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2. Details of minimum wages paid to employees and workers, in the following format

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Category FY 24-25 FY 23-24
Total Equal to More than Total Equal to More than
(A) Minimum Minimum (D) Minimum Wage Minimum Wage
Wage Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 2,190 0 0% 2,190 100% 2292 0 0% 2292 100%
Male 2,016 0 0% 2,016 100% 2134 0 0% 2134 100%
Female 174 0 0% 174 100% 158 0 0% 158 100%
Other than 441 0 0% 0 0% 0 0 0% 0 0%
Permanent
Male 355 0 0% 0 0% 0 0 0% 0 0%
Female 86 0 0% 0 0% 0 0 0% 0 0%
Workers
Permanent 106 106 100% 0 0% 94 94 100% 0 0%
Male 106 106 100% 0 0% 93 93 100% 0 0%
Female 0 0 0% 0 0% 1 1 100% 0 0%
Other than 672 0 0% 0 0% 0 0 0% 0 0%
Permanent
Male 645 0 0% 0 0% 0 0 0% 0 0%
Female 27 0 0% 0 0% 0 0 0% 0 0%
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3. Details ~~o~~ f remuneration/salary/wages

• ~~a. Median remune~~ ration / wages

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Male Female
Number Median Number Median
remuneration/ remuneration/
salary/ wages salary/ wages
Number of of respective
respective category
category
Board of Directors (BoD) 6 1,47,00,000 2 7,50,000
Key Managerial Personnel 3 2,80,00,000 1 37,76,000
Employees other than BoD and
2,016 6,06,000 174 7,08,708
KMP
Workers 106 3,13,194 Nil Nil
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Note: Key Managerial Personnel includes Dr. Habil Khorakiwala, Chairman and Executive Director, Dr. Murtaza Khorakiwala, Managing Director, Deepak Madnani, Chief Financial Officer, and Rashmi Mamtura, Company Secretary of the Company.

b. Gross wages paid to females as % of total wages paid by the entity, in the following format

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FY 24-25 FY 23-24
Gross wages paid to females as % of total wages 8.93% 7.39%
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4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business?

Yes, The Chief Human Resource Officer (CHRO) / HR Head of respective locations are responsible for addressing the human rights impacts or issues caused or contributed to by the business, if any.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues

The Human Resources Department of the Company is responsible for the Human Rights Policy design, implementation and updation. Every unit, place of businesses of the Company endeavours to identify, assess and manage human rights impacts within the framework described in the Wockhardt’s Human Rights Policy. A copy of Human Rights Policy is available on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2023/04/human-rights-policy.pdf.

6. Number of Complaints on the following made by employees and workers

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FY 24-25 FY 23-24
Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of the end of
year year
Sexual Harassment Nil Nil Nil Nil Nil Nil
Discrimination at Nil Nil Nil Nil Nil Nil
workplace
Child Labour Nil Nil Nil Nil Nil Nil
Forced Labour/ Nil Nil Nil Nil Nil Nil
Involuntary Labour
Wages Nil Nil Nil Nil Nil Nil
Other human rights Nil Nil Nil Nil Nil Nil
related issues
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7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format

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FY 24-25 FY 23-24
Total Complaints reported under Sexual Harassment on of Women at Nil Nil
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers Nil Nil
Complaints on POSH upheld Nil Nil
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8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases

Wockhardt believes in offering equal employment opportunities and hence prohibits discrimination on the basis of religion, nationality, sex, marital status etc. The Company strictly prohibits any kind of sexual harassment by / of its Associates. The Company has a Prevention of Sexual Harassment Policy for Prevention & Redressal of Complaints of Sexual Harassment and matters connected therewith or incidental thereto at the workplace on the basis of Natural Justice & Confidentiality.

Further, The Company has a Whistle Blower Policy/ Vigil Mechanism for the Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. In case of complaints through the Whistle Blower/ Vigil Mechanism, the Whistle blower, Vigilance Officer, Chairman and members of the Audit Committee, the subjects and everybody involved in the process maintains confidentiality of all matters under this policy. No unfair treatment is meted out to a Whistle Blower by virtue of his / her having reported a Protected Disclosure under this policy. Adequate safeguards against victimization of complainants are provided to the Whistle Blower.

9. Do human rights requirements form part of your business agreements and contracts?: Yes.

10. Assessments for the year

% of your plants and offices that were assessed (by entity or statutory authorities or third parties) Child labour Forced/involuntary labour Sexual harassment 100% Discrimination at workplace Wages Others – please specify

11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the

assessments at Question 10 above : There were no risks / concerns arising from the assessments at Question 10 above.

Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/ complaints: There were no complaints, Hence no business process was modified/ introduced as a result of addressing human rights grievances/ complaints.

2. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016?

Yes, As a healthcare organization all our facilities are accessible to differently abled visitors. Ramps and Wheelchairs are made available at site locations and also Manual support is provided whenever required.

3. Details on assessment of value chain partners

% of value chain partners (by value of business done with such partners) that were assessed Child labour Forced/involuntary labour Sexual harassment 100% Discrimination at workplace Wages Others – please specify

4. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above: No such case of anti-competitive conduct or adverse orders from regulatory authorities.

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PRINCIPLE ~~6~~ - BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE ENVIRONMENT

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter	FY 24-25	FY 23-24
From renewable sources
Total electricityconsumption(A)	414.64 GJ	0 GJ
Total fuel consumption(B)	153,444.7 GJ	181,122.56 GJ
Energyconsumption through other sources(C)	0 GJ	0 GJ
Total energyconsumed from renewable sources(A+B+C)	153,859.34 GJ	181,122.56 GJ
From non-renewable sources
Total electricity consumption(D)	235,237.79 GJ	214,148.42 GJ
Total fuel consumption(E)	105,761.41 GJ	92,728.19 GJ
Energyconsumption through other sources(F)	0 GJ	0 GJ
Total energyconsumed from non-renewable sources(D+E+F)	340,999.21 GJ	306,876.61 GJ
Total energyconsumed(A+B+C+D+E+F)	494,858.56 GJ	487,999.17 GJ
Energy intensity per rupee of turnover (Total energy consumed / Revenue from operations)	0.000016 GJ/|0.000042 GJ/
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total energyconsumed / Revenue from operations adjusted for PPP)	729.012 GJ/Mn USD*	863.96 GJ/Mn USD*
Energyintensityin terms ofphysical output	0.00043 GJ/Unit	0.00053 GJ/Unit
Energyintensity (optional)– the relevant metric maybe selected bythe entity	N.A.	N.A.

Note:

1. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

2. • Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) is added as per the SEBI circular.

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.

Not Applicable.

3. Provide details of the following disclosures related to water, in the following format:

Parameter	FY 24-25	FY 23-24
Water withdrawal bysource (in kilolitres)
(i) Surface water	453,949 kL	289,666 kL
(ii) Ground water	31,446.8 kL	33,194 kL
(iii) Third PartyWater	276,599 kL	229,877 kL
(iv) Seawater / desalinated water	0 kL	0 kL
(v) Others	0 kL	406 kL
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)	761,994.8 kL	553,143 kL
Total volume of water consumption (in kilolitres)	404,733.8 kL	220,585 kL
Water intensity per rupee of turnover (Total water consumption / Revenue from operations)	0.000028 kL/|0.000019 kL/
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total water consumption / Revenue from operations adjusted for PPP)	596.29 kL/Mn USD*	390.56 kL/Mn USD*
Water intensityin terms ofphysical output	0.00035 kL/Unit	0.00024 kL/Unit
Water intensity (optional) – the relevant metric may be selected bythe entity	N.A.	N.A.

Note:

1. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

2. • Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) is added as per the SEBI circular.

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4. Provide the following details related to water discharged:

Parameter	FY 24-25	FY 23-24
Water discharge bydestination and level of treatment (in kilolitres)
(i) To Surface water
– No treatment	Nil	Nil
– With treatment -please specifylevel of treatment	Nil	Nil
(ii) To Ground water
– No treatment	Nil	Nil
– With treatment -please specifylevel of treatment	Nil	Nil
(iii) To Sea water
– No treatment	Nil	Nil
– With treatment -please specifylevel of treatment	Nil	Nil
(iv) Sent to third-parties
– No treatment	Nil	Nil
– With treatment - please specify level of treatment	303,258 kL sent to common efuent treatment plant (CETP)	2,81,341 kL annually Tertiary Treated efuent send to CETP for Wockhardt Ltd Biotech Park, Chhatrapati Sambhajinagar and Ankleshwar, Gujaratplants only
(v) Others
– No treatment	Nil	Nil
– With treatment - please specify level of treatment	54,003 kL annually Wockhardt Ltd, Shendra plant, R&D plant, Daman (Bhimpur and Kadaiya) Plants are using the treated waste water forgardening.	51,217 kL annually Wockhardt Ltd, Shendra plant, R&D plant, Daman (Bhimpur and Kadaiya) Plants
Total water discharged (in kilolitres)	357,261 kL	332,558 kL

Note:

1. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No.

2. For Wockhardt Ltd, Biotech Park, Chhatrapati Sambhajinagar and Ankleshawar, Gujarat Plant, Waste water received in effluent treatment plant is treated in ETP and after treatment the treated waste water is discharged to common effluent treatment plant (CETP).

Zero Liquid Discharge (ZLD) is implemented at factories in Shendra & R&D in Chhatrapati Sambhajinagar and Daman (Bhimpur and Kadaiya) the treated waste water is used for gardening with in the factory premises, No or Zero Liquid is Discharged outside the factories, Research and Development units.

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

Zero Liquid Discharge (ZLD) is implemented at factories in Shendra & R&D in Chhatrapati Sambhajinagar and Daman (Bhimpur and Kadaiya) the treated waste water is used for gardening with in the factory premises, No or Zero Liquid is Discharged outside the factories, Research and Development units.

1. For Treated waste water from ETP we have not provided the ZLD, However we have signed an agreement with MIDC and CETP for discharge of treated waste water to CETP.

2. For treated sewage waste water we are partially recycling for gardening and remaining we are sending to CETP.

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6. Please ~~p~~ rovide details of air emissions (other than GHG emissions) by the entity, in the following format:

6. Please~~p~~rovide details of air emissions (other than GHG emissions) by the entity, in the following format:	6. Please~~p~~rovide details of air emissions (other than GHG emissions) by the entity, in the following format:	6. Please~~p~~rovide details of air emissions (other than GHG emissions) by the entity, in the following format:	6. Please~~p~~rovide details of air emissions (other than GHG emissions) by the entity, in the following format:	6. Please~~p~~rovide details of air emissions (other than GHG emissions) by the entity, in the following format:
	Parameter	Please specify unit	FY 24-25	FY 23-24
	NOx	ppm	877.17	56.68
	SOx	mg/Nm3	535.54	96.77
	Particulate matter(PM)	mg/Nm3	1,834.64	262.29
	Persistent organicpollutants(POP)	mg/Nm3	Nil	Nil
	Volatile organic compounds(VOC)	mg/Nm3	891	62.67
	Hazardous airpollutants(HAP)	mg/Nm3	Nil	Nil
	Others –please specify	mg/Nm3	Nil	Nil

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

format:
Parameter	Unit	FY 24-25	FY 23-24
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent	8,738.84 tCO2e	10,052.28 tCO2e
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent	61,310.66 tCO2e	55,818.85 tCO2e
Total Scope 1 and Scope 2 emission intensity per rupee of turnover (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations)	tCO2e/|0.0000049<br>tCO2e/	0.0000057 tCO2e/`
Total Scope 1 and Scope 2 emission intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations adjusted for PPP)	tCO2e/`	103.2 tCO2e/Mn USD	116.62 tCO2e/Mn USD*
Total Scope 1 and Scope 2 emission intensity in terms of physical output	tCO2e/Unit	0.00006 tCO2e/Unit	0.000071 tCO2e/Unit
Total Scope 1 and Scope 2 emission intensity (optional) – the relevant metric may be selected bythe entity	N.A.	N.A.	N.A.

Note:

1. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

2. *Total Scope 1 and Scope 2 intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) is added as per the SEBI circular.

8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

By utilizing briquette boilers across our facilities, we achieved a reduction of 78,134.64 tCO₂ emissions. Other major source of the green house gases is the Refrigerants and we are having preventive maintenance schedule to avoid leakages and reduce the consumption of refrigerant. Also we are using the less ozone depleting refrigerants to minimize GHG emissions.

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9. Provide details related to waste management by the entity, in the following format:

Parameter	FY 24-25	FY 23-24
Total Wastegenerated (in metric tonnes)
Plastic waste(A)	30.051 metric tonne	106.18 metric tonne
E-waste(B)	0.33 metric tonne	0 metric tonne
Bio-medical waste(C)	3.11 metric tonne	2.35 metric tonne
Construction and demolition waste(D)	0 metric tonne	0 metric tonne
Batterywaste(E)	0 metric tonne	0 metric tonne
Radioactive waste(F)	0 metric tonne	0 metric tonne
Other Hazardous waste. Please specify,if any.(G)	12.9 metric tonne	551.15 metric tonne
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector)	5,534.45 metric tonne	4,004.38 metric tonne
Total wastegenerated(A+B+C+D+E+F+G+H)	5,580.86 metric tonne	4,664.09 metric tonne
Waste intensity per rupee of turnover (Total waste generated / Revenue from operations)	0.00000039 metric tonne/|0.0000004 metric tonne/
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total waste generated / Revenue from operations adjusted for PPP)	8.22 metricTonne/Mn USD*	8.25 metric tonne/Mn USD*
Waste intensityin terms ofphysical output	0.0000048 metric tonne/ Unit	0.000005 metric tonne/unit
Waste intensity (optional) – the relevant metric may be selected bythe entity	N.A.	N.A.
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled	4,656.084 metric tonne	3,917.58 metric tonne
(ii) Re-used	0 metric tonne	0 metric tonne
(iii) Other recoveryoperations	0 metric tonne	0 metric tonne
Total	4,656.084 metric tonne	3,917.58 metric tonne
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration	187.66 metric tonne	553.64 metric tonne
(ii) Landflling	666.62 metric tonne	123.23 metric tonne
(iii) Other disposal operations	16.29 metric tonne	21.58 metric tonne
Total	870.58 metric tonne	698.45 metric tonne

Note:

1. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No.

2. *Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) is added as per the SEBI circular.

10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

We believe in policy to minimize the waste generation at sources and ensure that in all manufacturing operations right from initial to final stage all due care is taken to minimize the waste generation and improve the productivity. We have SME to monitor the productivity daily and evaluate the results. We have SOP for handling of the waste right from the generator to the disposal, being a pharmaceutical manufacturing industry we use chemicals which are in line with GMP requirements i.e. less toxic and hazardous.

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11. If the ~~e~~ ntity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife ~~sanctuaries, biosphe~~ re reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format:

The Company has no operations/offices in/around ecologically sensitive areas.

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Sl. No. Location of operations/ Type of operations Whether the conditions of
offices environmental approval /
clearance are being
complied with? (Y/N) If no,
the reasons thereof and
corrective action taken,
if any
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12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

The Company has not executed new project so Environmental Impact Assessments (EIA) is not required in the reporting year because EIA is required for new projects.

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Name and brief details of EIA Date Whether Results Relevant
project Notification conducted by communicated Web link
No. independent in public domain
external agency (Yes / No)
(Yes / No)
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13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:

Yes, the entity is compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder. Compliance requirements are tracked through quarterly Compliance Reports taken from the respective functional heads. Exceptions, if any, are followed up for timely closure.

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Sl. No. Specify the law / regulation Provide details Any fines / penalties Corrective action
/ guidelines which was not of the non / action taken by taken, if any
complied with compliance regulatory agencies
such as pollution control
boards or by courts
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Leadership Indicators

1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres)

1. For each facility / plant located in areas of water stress, provide the following information:

Name of the area	Nature of operations
Wockhardt Ltd, Biotech Park, H-14/2,MIDC,Waluj, Chhatrapati Sambhajinagar	Pharmaceutical Manufacturing

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2. Water withdrawal, consumption and discharge in the following format:

Parameter	FY 24-25	FY 23-24
Water withdrawal by source (in kilolitres)
(i) Surface water	453,949 kL	289,666 kL
(ii) Ground water	0 kL	0 L
(iii) Third Party Water	39,172 kL	31,366 kL
(iv) Seawater / desalinated water	0 kL	0 kL
(v) Others	0 kL	0 L
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)	493,121 kL	321,032 kL
Total volume of water consumption (in kilolitres)	224,831 kL	73,620 kL
Water intensity per rupee of turnover (Water consumed / turnover)	0.000016 kL/|0.0000063803 kL/
Water intensity (optional) – the relevant metric may be selected by the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
No treatment	Nil	Nil
With treatment -please specifylevel of treatment	Nil	Nil
(ii) To Ground water
No treatment	Nil	Nil
With treatment -please specifylevel of treatment	Nil	Nil
(iii)To Sea water
No treatment	Nil	Nil
With treatment -please specifylevel of treatment	Nil	Nil
(iv)Sent to third-parties
No treatment	Nil	Nil
With treatment - please specify level of treatment	268,290 kL Treated efuent send to common efuent treatment plant (CETP) for Wockhardt Ltd Biotech Park, Chhatrapati Sambhajinagar	247,412 kL Treated efuent send to common efuent treatment plant (CETP) for Wockhardt Ltd Biotech Park, Chhatrapati Sambhajinagar
(v) Others
No treatment	Nil	Nil
With treatment -please specifylevel of treatment	Nil	Nil
Total water discharged(in kilolitres)	2,68,290 kL	2,47,412 kL

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

2. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter	Unit	FY 24-25	FY 23-24
Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent	9,019.11 tCO2e	308.71 tCO2e
Total Scope 3 emissions per rupee of turnover	tCO2e/Rs	0.00000064 tCO2e/|0.000000026<br>tCO2e/
Total Scope 3 emission intensity (optional) – the relevant metric may be selected by the entity	N.A.	N.A.	N.A.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No.

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3. With re ~~s~~ pect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide ~~details of signifcant~~ direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

The Company has no operations/offices in/around ecologically sensitive areas.

4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format:

**Sl. No **	Initiative undertaken	Details of the initiative	Outcome of the initiative
1	Efuent Treatment Plant (ETP)	All treated efuent is reused within the premises.	• Complies with Pollution Control Committee guidelines. • Reduces groundwater intake (Water conservation). • Cost savings on water treatment and disposal.
2	Reverse Osmosis (RO) reject water reuse	RO reject water is reused for non- potable purposes such as toilet fushing, coolingtowers,and wash basins.	Reduces groundwater intake (Water conservation).
3	Rainwater harvesting	Rainwater is utilized during the monsoon season.	• Complies with Central Ground Water Authority (CGWA) guidelines. • Reduces groundwater intake (Water conservation). • Rainwater from terraces and sheds is collected in raw water storage tanks. • Minimizes the need for external water tanker.
4	Boiler Fuel Switch (Bhimpore unit)	Following Pollution Control Board (PCB) guidelines, the boiler fuel has been switched from Furnace Oil (FO) to naturalgas.	Reduced emissions and complies with PCB guidelines.
5	Emission Reduction	Process scrubbers are regularly monitored and maintained.	Emissions are controlled.
6	Solid Waste Management (Plastic, Paper, Wood, Cardboard, Glass)	• Reusable plastic pallets are used instead of wooden pallets. • Plastic packaging waste is fully recycled through the Extended Producer Responsibility (EPR) action plan. • Non-hazardous solid waste is sealed and sent to an authorized recycler.	Complies with EPR guidelines.
7	Renewable Energy	Solar panels have been installed.	Complies with local authority guidelines and saves energy.
8	Hazardous Waste Reduction and Disposal	• Sources of hazardous waste generation are identifed. • Online rejection is reduced. • Inventory management is implemented to prevent raw material expiration.	Hazardous waste is disposed of through a registered Common Hazardous Waste Treatment, Storage, and Disposal Facility (CHWTSD).
9	Energy Saving - ETP Blower	Replaced a 40 HP Trilobe blower with a more efcient twin blower in the ETP.	10% energy savings.
10	ETP Chemical Treatment Efciency Improvement	Improved ETP chemical treatment by switching from caustic fakes to caustic lye and using liquid Poly Aluminium Chloride instead of solid alum.	Increased primary chemical treatment efciency from 35% to 40%.
11	ETP Motor Replacement	Replaced older, less efcient ETP motors with new,high-efciencymotor	5% energy savings.

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**Sl. No **	Initiative undertaken	Details of the initiative	Outcome of the initiative
12	ETP Flow Meter Installation	Installed fow meters to monitor various streams in the ETP.	Enabled closer monitoring, control of incoming streams, and smoother operation of aeration tanks by preventingshock loads.
13	ETP Aeration Tank Difuser Replacement	Replaced old aeration tank difusers with new ones for betterperformance.	Increased Dissolved Oxygen (DO) levels from 1.0 to 1.5.
14	DG Room Acoustic Treatment	Installed acoustic enclosure in the Diesel Generator (DG) room to reduce workplace noise.	Reduced noise levels with an insertion loss of 25 dB.
15	Formulation Wastewater Streamlining	Improved civil works and piping to directly divert formulation wastewater to the ETP collection tank.	Facilitated easier stream identifcation and better treatment in the ETP.
16	Treated STP Wastewater Recycling for Gardening	Installed an additional dual media flter to treat sewage wastewater for gardeninguse.	Reduced freshwater consumption by 35 kiloliters per day.
17	Canteen Food Waste for Biogas	Approximately 50 kg of canteen food waste is sent daily to an MIDC-operated biogasgeneration facility.	Waste-to-energy initiative.
18	Employee Transportation Streamlining	Optimized employee transportation by reducing one bus through better monitoring of employee strength and shifts.	5% fuel savings.
19	Increased Site Green Coverage	Planted approximately 700 tree saplings duringthe fscalyear.	Increased site green coverage to 32%.
20	Briquette Boiler Bag Filter Maintenance	Regular preventive maintenance and timely replacement of bag flter bags in the briquette boiler.	Controlled boiler stack emissions.
21	Energy Saving - Lighting	Replaced 25 Sodium Vapor (SV) lamps (70W) with 50W LED food lights in the ETP area.	28% energy savings compared to previous consumption.
22	Briquette Usage	The boiler, used for producing raw steam, has switched from Furnace Oil (FO)to Briquette as fuel.	Cost-efective, less polluting than fossil fuels, and easier to operate.
23	Condensate Recovery System Installation	Installed a system to recover steam condensate and return it to the boiler.	Reduced steam production operating costs and wastewater.

5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link

Yes, The organization has business continuity plan and “on site emergency plan” for risk mitigation. The organization has well documented standard operating procedure called “On site emergency plan and Mock drill” BT-SE-S007. This document is operated through centralized quality management system called “DMS” Document management system. This SOP captures all the probable risk that can take place at site and mitigation measures for the identified risk. Mock drill is carried for the identified risk and observations are carried through subject matter expert for any gaps during the handling of simulated emergency. Action plan is taken for identified gaps for further compliance. In addition to above the site has standard operating procedure ”Safety Audit and Risk assessment” BT-SE-S005 for identifying the risk at site and its severity and once identified action plan is prepared for compliance of observation if any. Overall the site has robust risk mitigation measures for handling any unforeseen incident to maintain the business continuity.

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6. Disclos ~~e~~ any significant adverse impact to the environment, arising from the value chain of the entity. What ~~mitigation or adapta~~ tion measures have been taken by the entity in this regard.

During the internal quality audit, no direct significant adverse environmental impact from the value chain was observed. However, potential risks were identified due to inadequate implementation of Environmental Health and Safety (EHS) procedures, lack of monitoring systems, and improper material handling in warehouses.

• To mitigate these risks, the entity has recommended the following measures:

• Strengthening EHS policy visibility and implementation across all areas.

• Enhancing documentation and monitoring mechanisms.

• Regular calibration and maintenance of equipment.

• Reinforcing SOPs and employee training to ensure environmental compliance.

• These steps aim to proactively address potential environmental impacts and improve overall sustainability practices within the value chain.

7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts: 40% of VCPs were assessed for environmental impacts.

PRINCIPLE 7 - BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT IS RESPONSIBLE AND TRANSPARENT

Essential Indicators

1. a) Number of affiliations with trade and industry chambers/ associations: 2

• b) List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to.

Sl. No.	Name of the trade and industry chambers/ associations	Reach of trade and industry chambers/ associations (State/National)
1	Federationof IndianChambers ofCommerce &Industry (FICCI)	National
2	Indian Pharmaceutical Alliance (IPA)	National
3	Confederationof Indian Industry (CII)	National
4	Bombay ChamberofCommerce &Industry (BCCI)	State

2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity, based on adverse orders from regulatory authorities: Not applicable, No such cases of anticompetitive conduct or adverse orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken

Leadership Indicators

1. Details of public policy positions advocated by the entity: Not applicable, We engage with public policy matters indirectly through our participation in industry associations and forums relevant to the pharmaceutical sector. However, we do not have any specific public policy positions at the individual entity level during the reporting period.

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Sl. No. Public policy Method resorted Whether Frequency of Review by Web Link,
advocated for such information Board (Annually / Half if available
advocacy available in yearly / Quarterly /
public domain? Others – please specify)
(Yes/No)
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PRINCIPLE 8 - BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year: No new projects were undertaken by the Company during FY 2024-25, Hence Not Applicable.

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Name and brief SIA Notification Date of Whether Results Relevant Web link
details of project No. notification conducted by communicated
independent in public domain
external agency (Yes / No)
(Yes / No)
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2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: Wockhardt has not undertaken any new green field projects, so rehabilitation and resettlement are not applicable.

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----- Start of picture text -----

Sl. No. Name of Project State District No. of Project % of PAFs Amounts paid
for which R&R is Affected Families covered by R&R to PAFs in the
ongoing (PAFs) FY (In ₹)
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3. Describe the mechanisms to receive and redress grievances of the community.

The Company has laid down a detailed Stakeholders Grievance Policy to facilitate of all external stakeholders to file their grievances with the Company. Accordingly the concerned Stakeholders may reach out to the concerned officials of the Company for resolution of their grievances. A copy of the Stakeholders Grievance Policy is available on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2023/04/stakeholders-relationship-policy.pdf. In addition to the above, stakeholders may approach the concerned Company Officials at the Corporate office at: Wockhardt Towers, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400 051 from Monday – Friday between 11.00 am to 5.00 pm.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers

	FY 24-25	FY 23-24
Directly sourced from MSMEs/ small producers	24%	6.65%
Directly from within India	53%	19.25%

5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost

Location	FY 24-25	FY 24-25	FY 23-24	FY 23-24
	% of Job Creation based on the wages paid.	% of Job Creation based on the head count	% of Job Creation based on the wages paid.	% of Job Creation based on the head count
Rural	1.26%	2.59%	13.42%	26.39%
Semi-urban	5.13%	12.95%	2.37%	5.56%
Urban	36.70%	55.44%	28.93%	34.72%
Metropolitan	56.90%	29.02%	55.28%	33.33%

PRINCIPLE 9 - BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CONSUMERS IN A RESPONSIBLE MANNER

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

Consumer complaints and feedback can be conveyed to the company through email, phone call, or the Wockhardt ADR Collection Form. The web-link of contact details is https://www.wockhardt.com/adverse-event-reporting/. The Company has laid down a detailed Stakeholders Grievance Policy to facilitate all external stakeholders to file their grievances with the Company. A copy of the Stakeholders Grievance Policy is available on the website of the Company at https://www. wockhardt.com/wp-content/uploads/2023/04/stakeholders-relationship-policy.pdf.

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2. Turnov ~~e~~ r of products and/ services as a percentage of turnover from all products/service that carry information ~~about:~~

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As a percentage to total turnover
Environmental and social parameters relevant to the product 100%
Safe and responsible usage 100%
Recycling and/or safe disposal 100%
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Note: All the products strictly follow the local environmental laws, better efficacy and cost supports the social impact in the community. The safe and responsible usage, storage and safe disposal of every pharmaceutical product is prescribed and stated as per the Drugs and Cosmetics Act on leaflets and packaging. Further, recycling of waste is not allowed as per the Drugs and Cosmetics Act.

3. Number of consumer complaints in respect of the following:

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FY 24-25 Remarks FY 23-24 Remarks
Received Pending Received Pending
during the resolution during the resolution at
year at the end year the end of
of year year
Data privacy Nil Nil N.A. Nil Nil N.A.
Advertising Nil Nil N.A. Nil Nil N.A.
Cyber-security Nil Nil N.A. Nil Nil N.A.
Delivery of Nil Nil N.A. Nil Nil N.A.
essential
services
Restrictive Nil Nil N.A. Nil Nil N.A.
Trade
Practices
Unfair Trade Nil Nil N.A. Nil Nil N.A.
Practices
Other 3 Nil Based on investigation CAPA N.A. N.A. N.A.
(Corrective and Preventing
Action) has been initiated
and SOP (Standard Operating
Procedure) elaborated and
checklist incorporated for QR
code verification and shared to
customer. Customer has accepted
proposed CAPA and hence
complaint has been closed.
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4. Details of instances of product recalls on account of safety issues:

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Number Reasons for recall
Voluntary recalls Nil NA
Forced recalls Nil NA
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5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy.

Yes, The Company has a Cybersecurity Policy which ensures the confidentiality, integrity, and availability of the company’s Pharma IP, digital assets and the Operational Technology (OT) assets through the implementation of effective cybersecurity controls and practices. The Policy aims to mitigate the risk of cyber threats, unauthorized access, data breaches, and other malicious activities that may compromise the company’s assets.

A copy of the Cybersecurity Policy is available on the website of the Company at https://www.wockhardt.com/wpcontent/ uploads/2023/07/wockhardt-cybersecurity-policy.pdf.

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6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

The Company does not advertise its product which are usually prescription drugs, in compliance with the applicable regulations. Further there were no issues related to delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

Cyberattack Reporting: We have no Reported Cyber attack for the FY 24-25. Following preventive measures have been implemented to minimise the attack surface.

• a) Wockhardt has implemented an Intelligent AI-based SOC (Security Operations Center) solution provided by Airtel, which is monitored 24x7.

• b) Security Orchestration, Automation, and Response (SOAR) platforms have been implemented to automate and streamline security operations, including incident response and threat hunting.

• c) User and Entity Behaviour Analytics (UEBA) technologies are employed to analyse user and entity behaviours and detect anomalies indicative of insider threats or compromised accounts.

• d) AI-based Moving target defence is utilised to detect and respond to zero-day malware on desktops and serve₹

• e) AI-based ATP (Advanced Threat Protection) email protection is in place.

• f) Network Access Control (NAC) solution is implemented to quarantine desktops and laptops that have outdated Windows patches, antivirus signatures, or are infected with malware.

• g) These preventive measure provide comprehensive strengthening of cybersecurity measures to mitigate cyber threats.

7. Provide the following information relating to data breaches:

1. Number of instances of data breaches: Nil.

2. Percentage of data breaches involving personally identifiable information of customers: 0%

3. Impact, if any, of the data breaches: Not applicable.

Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).

The Company’s website provides detailed information about it's products and services which can be accessed at https:// www.wockhardt.com/about-us/products/india-branded-business/.

For further details on any product, the concerned stakeholders may also reach out to us using the contact details/ communication mode provided in under Stakeholders Grievance Policy. A copy of the which is available on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2023/04/stakeholders-relationship-policy.pdf.

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.

• Safety Information and dosage guidelines are provided on the product packages as per The Drugs and Cosmetics Act. Further, regular training & guidelines are provided to the healthcare providers, who may guide their patients accordingly.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

Being a Pharmaceuticals Company, regulatory authorities and medical practitioners are informed regarding any discontinuation of our medicines under drugs listed in the national list of essential medicines if regulatory authorities inform us to continue production of essential medicine, then we continue its production until we receive regulatory authorities’ permission to discontinue manufacturing. The Company promptly complies with any discontinuation of Pharma Product directive issued by the concerned authorities in any market.

4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No).

Yes, Wockhardt Ltd conducts surveys through its proprietary platform Miqnaf (Infinity), where Territory Managers collect feedback from medical practitioners on product satisfaction and usage, supporting consumer satisfaction insights.

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REPORT O ~~N~~ CORPORATE GOVERNANCE

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations’), the Company presents the Report on Corporate Governance for the Financial Year ended March 31, 2025 containing the matters detailed in the said Regulations with respect to Corporate Governance requirements.

I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

For years, Wockhardt Limited (‘the Company’) has promoted practices, standards and resources to maximize the shareholder value legally, ethically and on a sustainable basis while ensuring fairness, transparency and accountability to benefit all stakeholders comprising of customers, vendors, investors, regulators, employees and the society at large.

The Company believes that good Corporate Governance strengthens the investor’s trust and ensures long term relationship with other stakeholders which help the Company to achieve its objectives. The Company maintains a comprehensive set of compliance policies and procedures that assist us in complying with the law and conducting our business in an honest, ethical, and principled way.

II. BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Board Composition and other related matters

The Board of Directors (hereinafter referred to as the ‘Board’) comprises of an optimal combination of Executive Directors and Non-Executive Directors including Women Directors in line with the provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) and the SEBI Listing Regulations. The composition of the Board has a judicious mix of professionalism, knowledge, diversity and experience that enables the Board to discharge its responsibilities and provide effective leadership to the business.

The present strength of the Board is 8 (eight) Directors comprising of 4 (four) Non-Executive Independent Directors, 3 (three) Executive Directors and 1 (one) Non-Executive Non-Independent Director. The Company has 2 (two) Women Directors on its Board which includes 1 (one) Independent Director. The Chairman of the Board is an Executive Director. During the year under review, 4 (four) Board Meetings were held on May 28, 2024, August 9, 2024, November 13, 2024 and February 7, 2025. The gap between two consecutive meetings of the Board of Directors was not more than one hundred and twenty days, thereby complying with the Regulation 17(2) of the SEBI Listing Regulations and Section 173 of the Act.

The composition of the Board, category of directors, details of other directorships, Committee positions as on March 31, 2025 and attendance of Directors at the Board Meetings and at the Annual General Meeting (‘AGM’) held during the year under review were as follows:

Name of the Director	Category of Directorship	Number of Directorships held in other Companies	Number of Directorships held in other Companies	Number of Committee positions held in other Public Companies(3)	Number of Committee positions held in other Public Companies(3)	Attendance at	Attendance at
		Total **Directorship(1) **	Directorship in other Public Companies(2)	**Chairperson **	Member(4)	Board Meetings	Previous Annual General Meeting (June 28, 2024)
Dr. Habil Khorakiwala# DIN: 00045608	Chairman/Executive Director/Promoter	15	2	Nil	Nil	4	Yes
Mrs. Tasneem Mehta* DIN: 05009664	Non-Executive Independent Director	Nil	Nil	Nil	Nil	2	Yes
Mr. Vinesh Kumar Jairath DIN: 00391684	Non-Executive Independent Director	3	2	Nil	2	4	Yes
Mr. Akhilesh Gupta DIN: 00359325	Non-Executive Independent Director	Nil	Nil	Nil	Nil	4	Yes
Ms. Amelia Fernandes DIN: 08821072	Non-Executive Independent Director	1	Nil	Nil	Nil	4	Yes
Amb. Ahmad Javed@ DIN: 08668304	Non-Executive Independent Director	2	2	Nil	Nil	3	Yes
Dr. Huzaifa Khorakiwala DIN: 02191870	Executive Director	13	2	Nil	1	3	Yes
Dr. Murtaza Khorakiwala DIN: 00102650	Managing Director/ Executive Director	9	3	1	1	4	Yes
Ms. Zahabiya Khorakiwala DIN: 00102689	Non-Executive Non-Independent Director	9	4	1	1	3	Yes

Notes:

* Ceased to be Non-Executive Independent Director of the Company effective from close of business hours on September 29, 2024.

@ Appointed as Additional Independent Director of the Company with effect from May 28, 2024. # Re-appointed for a term of 5 (five) years effective from March 1, 2025 as Executive Chairman of the Company at the AGM held on June 28, 2024. 1) Excludes dormant companies, foreign companies and section 8 companies.

2) Excludes directorships in private limited companies, foreign companies and section 8 companies.

3) This includes only Chairmanships/Memberships of the Audit Committee and Stakeholders Relationship Committee of all other listed, high value debt listed and unlisted public limited companies as per Regulation 26 of the SEBI Listing Regulations.

4) The total number of membership in the Committees includes the number of chairpersonship in such Committees.

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Names of other listed entities where the Directors of the Company are also Director and the category of their directorship are as follows:

are as follows:
Name of the Director	Name of other listed entities in which he/she is a Director	Category of Directorship
Dr. Habil Khorakiwala	Nil	Not Applicable
Mrs. Tasneem Mehta	Nil	Not Applicable
Mr. Vinesh Kumar Jairath	Kirloskar Oil Engines Limited	Non- Executive Non-Independent Director
	Kirloskar Industries Limited	Non- Executive Non-Independent Director
Mr. Akhilesh Gupta	Nil	Not Applicable
Ms. Amelia Fernandes	Nil	Not Applicable
Amb. Ahmad Javed	Zodiac Clothing Company Limited	Non- Executive Independent Director
	Kalyani Steels Limited	Non- Executive Independent Director
Dr. Huzaifa Khorakiwala	Nil	Not Applicable
Dr. Murtaza Khorakiwala	Nil	Not Applicable
Ms. Zahabiya Khorakiwala	RPG Life Sciences Limited	Non- Executive Independent Director

As detailed in the aforementioned table, the number of total directorships of all the Directors were within the limit set under Section 165(1) of the Act. No resolution has been passed by the Members of the Company under Section 165(2) of the Act.

Further, in compliance with Regulation 17A of the SEBI Listing Regulations, none of the Directors holds directorships in more than seven listed companies. None of the Independent Directors serves as Whole-time Director/ Managing Director in any listed company. The Managing Director and Whole time Director of the Company do not serve as Independent Director on any listed company.

None of the Directors is member of more than ten Committees of the prescribed nature or holds Chairmanship of more than five such Committees across all listed or unlisted public limited companies in which they are Directors, thereby complying with the provisions of Regulation 26(1) of the SEBI Listing Regulations.

The details of Company’s equity shares held by each of the Directors are provided along with ‘Remuneration of Directors’ in this Report. The Company has not issued any convertible instruments.

Inter-se relationships among Directors:

There are no inter-se relationships amongst the Directors, except Dr. Huzaifa Khorakiwala, Executive Director, Dr. Murtaza Khorakiwala, Managing Director and Ms. Zahabiya Khorakiwala, Non-Executive Non-Independent Director are children of Dr. Habil Khorakiwala, Executive Chairman.

Selection of new Directors and Board Membership Criteria

All the Directors of the Company, including the Independent Directors are well-qualified, experienced and renowned professionals from the fields of Pharmaceuticals, Business Administration, Manufacturing, Finance, Public Administration, Environmental Management, Banking, Infrastructure, Governance, Mergers and Acquisitions and Technology, amongst others. The Board’s guidance provides foresight, enhances transparency and adds value in decision-making.

The Board, on the recommendation of the Nomination and Remuneration Committee has identified the key skills/ expertise/ competencies desirable the context of its business(es) and sector(s), for the effective functioning of the Company as detailed below:

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	Sr.	~~S~~kills/ Expertise/ Competencies	Attributes
	~~No.~~
	1.	Leadership and General Management	Ability to envision the future and prescribe a strategic goal for the Company, help the Company to identify possible road maps, inspire and motivate the strategy, approach, processes and other such key deliverables and mentor the leadership team to channelize its energy/ eforts in appropriate direction. Be a thought leader for the Company and be a role model in good governance and ethical conduct of business, while encouraging the organization to maximize shareholder value. Should have had hands on experience of leading an entity at the highest level of management practices.
	2.	Industry knowledge and experience	Should possess domain knowledge in businesses in which the Company participates viz. in the felds of Pharmaceuticals, Biotechnology and a chain of advanced Super Speciality Hospitals. Must have the ability to leverage the developments in the areas as appropriate for betterment of Company’s business.
	3.	Experience and exposure in policy shaping and industry advocacy	Should possess ability to develop professional relationship with the policy makers and Regulators for contributing to the shaping of Government policies in the areas of Company’s businesses.
	4.	Governance including legal compliance	Commitment, belief and experience in setting Corporate Governance practices to support the Company’s robust legal compliance systems and governance policies/ practices.
	5.	Expertise/ Experience in Finance & Accounts/ Audit/ Risk Management areas	Ability to understand fnancial policies, accounting statements and disclosure practices and contribute to the Financial/ Risk Management policies/ practices of the Company across its business lines and geography of operations.
	6.	Global Experience/ International Exposure	Ability to have access and understand business models of global corporations, relate to the developments with respect to leading global corporations and assist the Company to adapt to the environment, understand the geo political dynamics and its relations to the Company’s strategies and business prospects and have a network of contacts in global corporations and industry worldwide.
	7.	Strategy and Planning	Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments.
	8.	Pharmaceuticals, Science and Technology	Signifcant background and experience in pharmaceuticals sector, science and technology domain.
	9.	Manufacturing, Quality and Supply Chain	Operational expertise and technical know-how in the area of manufacturing, quality and supply chain.
	10.	M&A and Business Development	Examining potential M&A deals for inorganic growth in line with the Company’s growth strategy.
	11.	Sales, Marketing and Commercial	Experience in strategizing market share growth, building brand awareness, enhancing enterprise reputation.

The eligibility of a person to be appointed as a Director of the Company is, inter alia, dependent on whether the person possesses the requisite desirable skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company’s business or industry or is a proven academician in the field relevant to the Company’s business or industry. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to respective the industries/ fields.

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The abovementioned desirable skills/ expertise/ competencies are deep-rooted in the Board as a whole. The details of skill matrix and expertise vis-a-vis each member of the Board can be summarised as follows:

Sr. No.	Name of Directors	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise	Experience/ Attribute/ Expertise
		1	2	3	4	5	6	7	8	9	10	11
1.	Dr. Habil Khorakiwala											
2.	Mr. Vinesh Kumar Jairath											
3.	Mr. Akhilesh Gupta											
4.	Amb. Ahmad Javed											
5.	Ms. Amelia Fernandes											
6.	Dr. Huzaifa Khorakiwala											
7.	Dr. Murtaza Khorakiwala											
8.	Ms. Zahabiya Khorakiwala											

Independent Directors

Each Independent Director is appointed in accordance with Regulation 25 of the SEBI Listing Regulations.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulation on annual basis and upon change in the circumstances which may affect his/ her independence and the Board has affirmed on the same.

The Company has issued formal letters of appointment to all the Independent Directors which inter-alia explains the role, function, duties and responsibilities as expected from a Director of the Company. As required under Regulation 46(2)(b) of the SEBI Listing Regulations, the terms and conditions of their appointment are posted on the Company’s website and can be accessed at https://www.wockhardt.com/wp-content/uploads/2020/05/draft-letter-of-appointment-ofindependent-diector-including-terms-of-reference.pdf

None of the Independent Directors of the Company has resigned before the expiry of his/ her tenure. Thus, disclosure pursuant to Schedule III Part A Clause 7B of the SEBI Listing Regulations stating requirement of providing detailed reasons for their resignation along with their confirmation that there are no material reasons other than those provided by them is not applicable.

Changes in the Board during Financial Year 2024-25

During the year under review, Amb. Ahmad Javed (DIN: 08668304) was appointed as an Additional Independent Director of the Company with effect from May 28, 2024 and confirmed as an Independent Director of the Company to hold office for a term of 5 (five) years upto May 27, 2029 by Members by way of a special resolution in the AGM held on June 28, 2024.

Further, Mrs. Tasneem Mehta (DIN: 05009664), ceased to be the Independent Director of the Company upon completion of her second term of 5 (five) consecutive years effective from close of the business hours on September 29, 2024. Consequently, ceased to be member of Audit Committee and Stakeholders Relationship Committee.

Board Meetings and Procedures

The Board is regularly apprised and informed of important business strategies/ policies/ information. The Board meeting dates are finalized in consultation with all the Directors well in advance. The Board meets at least once a quarter to review the Quarterly Financial Results and other agenda items. The Committees of the Board usually meet the day before or on the day of the formal Board meeting, or whenever the need arises for transacting business. Further, the agenda papers supported by comprehensive notes and relevant information, documents and presentations are circulated in advance to all the Board members this enable them to take informed decisions and discharge their functions effectively. The agenda for the Board meetings covers the minimum information to be placed before the Board of Directors as per Regulation 17(7) read with Part A of Schedule II of the SEBI Listing Regulations to the extent these are relevant and applicable. The Managing Director briefs the Board on operational performance of the Company at every Board meeting. The Board periodically reviews the items in the agenda and particularly reviews and approves the Quarterly Financial Results, Annual Financial Statements including Cash Flow Statement, Annual Operating Plans & Budgets, CAPEX etc. The recommendations of the Committees are also placed before the Board for necessary approvals. All Committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.

The compliance reports pertaining to all the laws that are applicable to the Company, minutes of board meeting of unlisted subsidiaries of the Company and minutes of the Committee meetings are also placed before the Board of the Company periodically.

Further, the Directors who are unable to join any meeting in person, are also provided with video-conferencing/ audio visual facilities to facilitate them to participate in the Board/ Committee meetings.

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The im ~~p~~ erative decisions taken at the Board and Committee meetings are communicated to the respective department ~~heads for the implem~~ entation of the said decisions. An action taken report is prepared and reviewed periodically by the Managing Director and the actions taken on the decisions made at the earlier Board meetings are placed before the Board of the Company.

Meeting of the Independent Directors

Section 149(8) of the Act read with Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations require the Independent Directors of the Company to hold at least 1 (one) meeting as per regulatory requirements without the attendance of non-independent directors and members of the management. Accordingly, a meeting of Independent Directors was held on March 19, 2025 and it was attended by all the Independent Directors.

The Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, Chairman of the Board taking into account views of Executive and Non-Executive Directors and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board and has found the performance to be satisfactory.

Board Familiarisation Program

The Company provides every opportunity to all the Independent Directors to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. The Independent Directors are usually encouraged to visit the plant and R&D Centres of the Company and interact with members of Senior Management as part of the programme. At the quarterly Board meetings, the Board is given a brief update on overview of the Company’s strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Independent Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Company. Further, the Independent Directors are also presented with copies of magazines ‘The Wockhardian’ an in-house news magazine of Wockhardt Group, which provides the insights on the activities carried on by the Company.

The details of such Familiarisation Programme for Independent Directors are available on the website of the Company https://www.wockhardt.com/wp-content/uploads/2023/04/familiarisation-programme.pdf.

III. COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function within their respective charters. These Committees play a pivotal role in the overall Management of day-to-day affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board. The details of composition of various Committees are disclosed on the website of the Company and can be accessed through link- https:// www.wockhardt.com/wp-content/uploads/2021/09/committees-of-the-board-its-composition-30-09-2024.pdf

Details of various mandated Committees of the Board and other related information are detailed as follows:

A) AUDIT COMMITTEE

a) Terms of Reference, Meetings & Composition

• Pursuant to the Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act, the Board has constituted the Audit Committee with the primary objective to monitor and provide an effective supervision of the management’s financial reporting process, ensure fairness of Related Party Transactions, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee also oversees the work carried out in the financial reporting process by the Management, the Internal Auditor, the Statutory Auditor, the Secretarial Auditor and the Cost Auditor and validates the robustness, adequacy of the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Company policies such as the Company’s Code of Conduct and Insider Trading Code, Whistle Blower Policies and any reported cases related thereto, if any. The key terms of reference of the Audit Committee, inter alia, includes:

(i) Terms of reference

Financial Reporting and other Financial Matters

• Oversight of Company’s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, sufficient and credible;

• Reviewing with the Management, Quarterly Unaudited Financial Statements, Annual Audited Financial Statements and Auditors’ Report thereon before submission to the Board for approval. Review of Annual Financial Statements inter alia includes reviewing changes in Accounting Policies, if any, major accounting entries involving estimates, significant adjustments made in Financial Statements, qualifications in the draft Audit Report, if any;

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• Review Management Discussion and Analysis of financial condition and results of operations;

• Scrutiny of inter-corporate loans & investments;

• Monitoring the performance of the unlisted subsidiaries by reviewing their financial statements including the investments made by them;

• Reviewing the utilisation of loans and/or advances from/ investment by the Company in the subsidiary exceeding ₹ 100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances /investments existing as on the date of coming into force of this provision;

• Valuation of undertakings or assets of the Company, wherever it is necessary; and

• Investigation into any activity within terms of reference

Audit & Auditors, Internal Controls

• Recommending the appointment, remuneration and terms of appointment/ re-appointment, if required, replacement or removal of auditors, fixation of statutory audit fees and approval of payment for any other services rendered by the Statutory Auditors, as permitted;

• Recommending the appointment and remuneration of Cost Auditors;

• Review and monitor the Auditors’ independence and performance and effectiveness of the audit process;

• Review the appointment, removal and terms of remuneration of the Chief Internal Auditor;

• Reviewing with Management, performance of Statutory Auditors and their significant audit findings;

• Reviewing the adequacy and performance of the internal audit function and internal controls, if any, including scope of audit, the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with Internal Auditors on any significant findings and follow-up thereon; and

Other Matters

• Approval of all Related Party Transactions or subsequent material modification thereto;

• Evaluation of Internal Financial Controls and Risk Management Systems;

• Appointment of Chief Financial Officer;

• Reviewing the functioning of Whistle Blower Mechanism;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Monitoring the end use of funds raised through public offers and related matters. Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutional placement, and making appropriate recommendations to the Board to take up steps in this matter;

• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; and

• The Audit Committee has all the powers as specified in Regulation 18 of the SEBI Listing Regulations to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary and pursuant to Section 177 of the Act.

(ii) Meetings

During the year under review, the Audit Committee met 4 (four) times on May 28, 2024, August 9, 2024, November 13, 2024 and February 7, 2025. The maximum gap between any two consecutive meetings was not more than one hundred and twenty days.

(iii) Composition

As on March 31, 2025, the Audit Committee comprised of 4 (four) Independent Directors. All the members of the Audit Committee are financially literate and possess accounting or related financial management expertise by virtue of their experience and their professional background. The Company Secretary acts as the Secretary of the Audit Committee.

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The details of composition of the Audit Committee and the particulars of attendance of its members at its ~~meeting~~ s held during the previous Financial Year are given below:

Name of the Director/ Member	Designation	Category	Profession	No. of Meetings Attended
Mr. Akhilesh Gupta	Chairperson	Independent Director	Service	4
Mrs. Tasneem Mehta	Member (upto September 29, 2024)	Independent Director	Professional	2
Mr. Vinesh Kumar Jairath	Member	Independent Director	Retired IAS Ofcer	4
Ms. Amelia Fernandes	Member	Independent Director	Director	4
Amb. Ahmad Javed	Member (w.e.f. May 28, 2024)	Independent Director	Retired IPS Ofcer	4

With effect from April 1, 2024, the Committee was reconstituted to include Mr. Akhilesh Gupta as Chairperson of the Committee and Mr. Vinesh Kumar Jairath, Mrs. Tasneem Mehta and Ms. Amelia Fernandes as members.

Further, with effect from May 28, 2024, the Committee was reconstituted to include Amb. Ahmad Javed as member of the Committee. Further, with effect from September 29, 2024, Mrs. Tasneem Mehta ceased to be member of Committee.

The Statutory Auditors, Global Chief Internal Auditor, Chief Financial Officer, Financial Controller and Executive Directors, upon invitation, attend the Audit Committee meetings.

Mr. Akhilesh Gupta, Chairperson of the Audit Committee was present at the Annual General Meeting of the Company held on Friday, June 28, 2024.

B) NOMINATION AND REMUNERATION COMMITTEE

a) Terms of Reference, Meetings & Composition

Pursuant to Regulation 19 of the SEBI Listing Regulations and Section 178 (1) of the Act, the Board has constituted a Nomination and Remuneration Committee broadly to oversee the Company’s nomination process including succession planning for the Senior Management and the Board and also to assist the Board in identifying, screening and reviewing individuals qualified to serve as Directors on the Board of the Company including to determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Company in its Policy.

(i) Terms of Reference

The terms of reference of Nomination and Remuneration Committee (‘NRC’), inter alia, includes the following:

• Identification of persons who are qualified to become Directors and who may be appointed at Senior Management position in accordance with the criteria laid down, and recommend to the Board of Directors their appointment, remuneration and removal;

• Recommendation for fixation and revision of remuneration packages of Managing Director and Executive Directors to the Board for review and approval;

• Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommending to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees;

• Formulation of criteria for evaluation of Independent Directors and the Board and carry out evaluation of every Director’s performance;

• Devising a policy on diversity of Board of Directors;

• Extension or continuation of term of appointment of the Independent Director, on the basis of the report of performance evaluation of the Independent Directors;

• Recommend to the Board, all remuneration, in whatever form, payable to Senior Management; and

• Evaluation the balance of skills, knowledge and experience of the Independent Directors on the Board and on the basis of such evaluation, prepare description of role and required capabilities identified in such description.

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(ii) Meetings

During the year under review, 2 (two) meetings of the NRC were held on May 28, 2024 and February 7, 2025, which were attended by all members of the Committee.

(iii) Composition

The composition of the NRC is in accordance with Regulation 19 of the SEBI Listing Regulations and Section 178 of the Act. As on March 31, 2025, the NRC comprised of 4 (four) Directors. The Company Secretary acts as the Secretary of the Committee.

The details of composition of the Nomination and Remuneration Committee and the particulars of attendance of its members at its meetings held during the previous Financial Year are given below:

Name of the Director/ Member	Designation	Category	Profession	No. of Meetings Attended
Mr. Vinesh Kumar Jairath	Chairperson	Independent Director	Retired IAS Ofcer	2
Dr. Habil Khorakiwala	Member	Executive Chairman	Industrialist	2
Mr. Akhilesh Gupta	Member	Independent Director	Service	2
Ms. Amelia Fernandes	Member	Independent Director	Director	2

With effect from April 1, 2024, the Committee was reconstituted to include Mr. Vinesh Kumar Jairath as the Chairperson of the Committee and Dr. Habil Khorakiwala, Mr. Akhilesh Gupta and Ms. Amelia Fernandes as members.

b) Remuneration Policy

The Company’s Remuneration Policy is structured in line with the trend in the Indian Pharmaceutical Industry. In pursuance of the Company’s policy to consider human resources as its invaluable assets and in terms of the provisions of the Act and the SEBI Listing Regulations, policy on Nomination and Remuneration of Directors, Key Managerial Personnel (‘KMP’) & Senior Management Personnel and Employees was formulated to pay equitable remuneration and to harmonize the aspirations of human resources consistent with the goals of the Company.

The Policy ensures that:

• the level and the composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Executive Directors, KMP & Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to working of the Company and its goals.

The Remuneration Policy of the Company is divided into 3 parts:

• Matters to be dealt with, perused and recommended to the Board by the NRC.

• Policy for appointment and removal of Directors, KMP and Senior Management Personnel.

• Policy for remuneration of Directors, KMP, Senior Management Personnel & other Employees.

The Remuneration Policy is available on the website of the Company https://www.wockhardt.com/wp-content/ uploads/2020/05/wl-remuneration-policy.pdf.

Brief extract of the Remuneration Policy is as under:

The NRC shall identify and ascertain the integrity, qualification, expertise, experience and independence of the person for appointment as Director and recommend to the Board their appointment. Similarly, for KMP and Senior Management position, the NRC shall consider integrity, qualification, expertise and experience of the person for concerned position and would recommend to the Board about the appointment.

The remuneration of Executive Directors comprises of Basic Salary, Perquisites and Allowances. The remuneration of Executive Directors should be recommended to the Board by NRC after considering the qualifications, experience, comparative remuneration packages of peers, Company’s position etc. Pursuant to the provisions of the Act, the said remuneration has to be subsequently approved by the shareholders of the Company and approval of Central Government, if any, needs to be obtained.

If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provisions of the Act.

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The remuneration to Non-Executive Directors comprises of sitting fees and commission, if any. Apart from ~~the above, N~~ on-Executive Directors shall also be entitled to reimbursement of expenses incurred by them in connection with attending the Board Meetings, Committee Meetings, General Meetings and any other matter in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses. The quantum of sitting fees to be paid to Non-Executive Directors and Meetings for which the same needs to be paid shall be determined by the Board. The quantum of sitting fees shall be within the limits prescribed under the provisions of the Act in force, and as may be in force from time to time. The payment of commission should be made in accordance with the provisions of the Act, as amended from time to time, depending upon performance and profitability of the Company.

The remuneration structure for KMP, Senior Management and other employees comprises of fixed pay (salary & perquisites) and variable pay (performance-linked incentives).

The Board ensures for orderly succession of Directors/ Senior Management. The criteria for determining Qualifications, Positive Attributes and Independence of Director are as under:

Qualifications: A nomination process is in place that encourages diversity of thought, experience, knowledge, age, gender etc. It is also ensured that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes: The Directors on the Board are expected to demonstrate high standards of ethical behaviour, interpersonal skills and soundness of judgment. Independent Directors are also mandated to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Independence: A Director is considered as an ‘Independent Director’ if he/ she meets with criteria for ‘Independent Director’ as laid down in Section 149(6) of the Act and rules laid thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

c) Performance Evaluation Criteria

The NRC has laid down the criteria for performance evaluation of Directors in accordance with the provisions of the SEBI Listing Regulations and the Act. The criteria for performance evaluation of Directors covers parameters such as decision taken in the interest of the organization objectively; assisting the Company in implementing the Corporate Governance; monitoring performance of organization based on agreed goals & financial performance; fulfilment of the independence criteria as prescribed and their independence from the management; and active participation in the affairs of the Company as Board/ Committee members.

The Committees of the Board are evaluated based on composition, roles & responsibilities and effectiveness of the committees, and contributions to Board decisions. The Board as a whole is evaluated based on the Board structure and composition, meeting practices, functions of the Board, culture and effectiveness. The performance evaluation of the individual Directors was done by the entire Board of Directors, except the respective Director who was being evaluated.

d) Remuneration of Directors

The remuneration of the Executive Directors is decided by the Board based on the recommendations of the NRC as per the Remuneration Policy of the Company, within the limits fixed and approved by the Members at the General Meeting or Central Government, if required. The remuneration of the Non-Executive Directors comprises of sitting fees and commission, if any. The Non-Executive/ Independent Directors are paid sitting fees of ₹ 100,000 for each meeting of the Board, Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and Capital Raising Committee attended by them and reimbursement of expenses towards attending the meetings.

The remuneration paid/ payable to each Director for the Financial Year ended March 31, 2025 is as under:

Name of Director	No. of Equity Shares held by Directors as on March 31, 2025	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)
		Sitting fees	Salary	Perquisites	Total
Dr. Habil Khorakiwala	595,486	N.A.	3.60	0.14	3.74
Mrs. Tasneem Mehta	Nil	0.06	N.A.	N.A.	0.06
Mr. Vinesh Kumar Jairath	Nil	0.14	N.A.	N.A.	0.14
Mr. Akhilesh Gupta	Nil	0.11	N.A.	N.A.	0.11
Ms. Amelia Fernandes	100	0.12	N.A.	N.A.	0.12

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Name of Director	No. of Equity Shares held by Directors as on March 31, 2025	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)	Remuneration for the Financial Year ended March 31, 2025 (₹ in Crore)
		Sitting fees	Salary	Perquisites	Total
Amb. Ahmad Javed	195	0.10	N.A.	N.A.	0.10
Dr. Huzaifa Khorakiwala	280,800	N.A.	2.41	0.11	2.52
Dr. Murtaza Khorakiwala	294,060	N.A.	2.41	0.11	2.52
Ms. Zahabiya Khorakiwala	Nil	0.03	N.A.	N.A.	0.03

Notes:

1. No commission has been paid to Executive and Non-Executive Directors (including Independent Directors) during the Financial Year ended March 31, 2025.

2. There is no provision for payment of severance fees and no stock options have been given, no performancelinked incentives were paid to any Director. The tenure of office of the Managing Director/Executive Director is for 5 (five) years from their respective dates of appointments. The notice period of Executive Chairman, Managing Director & Executive Director is governed by service rules of the Company.

3. None of the Directors holds any stock options and convertible instruments in the Company.

4. The Non-Executive Directors on the Company’s Board, do not have any other pecuniary relationship or transactions with the Company apart from receiving sitting fees. The details of remuneration paid to Directors have also been disclosed under the heading ‘Related Party Disclosures’ of Notes to Financial Statements.

The other details about Independent Directors, Remuneration Policy, Performance Evaluation Criteria and Remuneration of Directors have also been provided in the Board’s Report forming part of this Annual Report.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

(a) Terms of Reference, Meetings & Composition

Pursuant to Regulation 20 of the SEBI Listing Regulations and Section 178(5) of the Act, the Board has constituted the Stakeholders Relationship Committee (‘SRC’) to look into the mechanism of redressal of grievance of the Shareholders/ other Security Holders and to recommend measures for overall improvement in the quality of investor services.

The Committee reviews the status of shareholders grievances on a quarterly basis.

(i) Terms of reference

• The terms of reference of SRC, inter alia, include:

• Resolving the grievances of the security holders including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

• Review of status of requests i.e. processing of complaints within statutory timelines;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Oversee of performance of Registrar and Transfer Agents;

• Review of adherence of the service standards adopted in respect of various services being rendered by the Registrar and Transfer Agents; and

• Review of the various measures and initiatives for reducing the quantum of Unclaimed Dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the Shareholders of the Company.

(ii) Meetings

During the year under review, 4 (four) meetings of the SRC were held on May 28, 2024, August 9, 2024, November 13, 2024 and February 7, 2025, which were attended by all the members of Committee.

(iii) Composition

As on March 31, 2025, the SRC comprised of 3 (three) Independent Directors and Managing Director which is in accordance with Pursuant to Regulation 20 of the SEBI Listing Regulations and Section 178(5) of the Act.

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The details of composition of SRC and the attendance of members at Committee meetings are given below:

	Name of the Director/ Member	Designation	Category	Profession	No. of Meetings Attended
	Mr. Vinesh Kumar Jairath	Chairperson	Independent Director	Retired IAS Ofcer	4
	Amb. Ahmad Javed	Member (w.e.f. May 28, 2024)	Independent Director	Retired IPS Ofcer	4
	Dr. Murtaza Khorakiwala	Member	ManagingDirector	Director	4
	Ms. Amelia Fernandes	Member	Independent Director	Director	4
	Ms. Tasneem Mehta	Member (Upto September 29, 2024)	Independent Director	Professional	2
	Mr. Akhilesh Gupta	Member (upto August 9, 2024)	Independent Director	Service	2

With effect from April 1, 2024, the SRC was reconstituted to include Mr. Vinesh Kumar Jairath as the Chairperson of the Committee and Mrs. Tasneem Mehta, Mr. Akhilesh Gupta and Ms. Amelia Fernandes and Dr. Murtaza Khorakiwala as members.

Further, with effect from May 28, 2024, the Committee was reconstituted to include Amb. Ahmad Javed as member of the Committee. With effect from August 9, 2024, Mr. Akhilesh Gupta and with effect from September 29, 2024, Mrs. Tasneem Mehta, ceased to be members of Committee.

Mr. Vinesh Kumar Jairath, Chairperson of the SRC, was present at the AGM of the Company held on June 28, 2024 to answer the queries of shareholders.

(b) Compliance Officer

Ms. Rashmi Mamtura, Company Secretary and Compliance Officer of the Company acts as Secretary of the Committee.

(c) Shareholders Complaints and Redressal

The Registrar and Transfer Agents (‘RTA’) of the Company is MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), which handles the investor grievances in coordination with the Compliance Officer of the Company.

During the year under review 8 complaints were received from the Company’s Shareholders. As on March 31, 2025, there were no pending complaints.

In addition to the above, there were 577 letter/ queries relating to change of address, issue of duplicate share certificates, registration of ECS details and issue of fresh Demand drafts in lieu of unpaid dividend etc. out of which 556 letter/ queries were replied/ resolved as of March 31, 2025. The remaining 21 such letters/ queries were received towards the end of March, 2025 and the same were replied/ resolved post March 31, 2025.

All the queries/ requests/ complaints have been resolved to the satisfaction of Shareholders within the reasonable time.

The Company maintains continuous interaction with and duly monitors the functioning of MUFG Intime India Private Limited, RTA and takes proactive steps and action for efficient resolution of complaints/ queries of the Shareholders and takes necessary initiatives in solving critical issues.

The shareholders can lodge their complaints on the SEBI Complaints Redressal System (‘SCORES’) platform also, which is an online redressal system for investor grievances. The complaints received through the said platform have also been resolved promptly by the RTA/ Company.

D) RISK MANAGEMENT COMMITTEE

Terms of Reference, Meetings & Composition

The Risk Management Committee (‘RMC’) was constituted under Regulation 21 of the SEBI Listing Regulations to provide oversight and set the tone for implementing the Enterprise Risk management (‘ERM’) framework across the organization. It periodically reviews the status of key risks, progress of ERM implementation across locations and any exceptions as flagged to it.

(i) Terms of Reference

• The terms of reference of RMC, inter alia, includes:

• Review the key risks, as identified, mitigation plan, categorisation of risk and provide direction relating to risks of the Company;

• Review and recommend risk appetite, risk tolerance limits and other risk parameters from time to time;

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• Oversight over the effectiveness of the risk management system and processes;

• Review of the cyber security;

• Delegating powers to any member of the Committee or Official(s) of the Company;

• Such other terms of reference as may be mandated by the Board of Directors or the Regulators, from time to time; and

• To do all such acts, deeds as may be deemed necessary in connection with the Risk Management.

(ii) Meetings

During the year under review, 2 (two) meetings of RMC were held on April 10, 2024 and October 28, 2024, which was attended by majority of the members of the Committee. The gap between the two meetings of the Committee did not exceed two hundred and ten days.

(iii) Composition

As on March 31, 2025, the RMC comprises of 3 (three) Directors which is in accordance with Regulation 21 of the SEBI Listing Regulations. The Company Secretary acts as the Secretary of the Committee.

The details of composition of RMC and the attendance of members at Committee meetings are given below:

Name of the Director/ Member	Designation	Category	Profession	No. of Meetings Attended
Dr. Habil Khorakiwala	Chairman	Executive Chairman	Industrialist	2
Dr. Murtaza Khorakiwala	Member	Managing Director	Industrialist	2
Mr. Akhilesh Gupta	Member	Independent Director	Service	1

With effect from April 1, 2024, the RMC was reconstituted to include Dr. Habil Khorakiwala as the Chairman of the Committee, and Mr. Akhilesh Gupta and Dr. Murtaza Khorakiwala as members.

E) CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) COMMITTEE

Terms of Reference, Meetings & Composition

The Company’s Environmental, Social, and Governance (‘ESG’) strategies encompass its approach to integrating sustainable practices, social responsibility, and strong governance principles into its operations. The ESG strategy involves considering the Company’s impact on the environment, engaging with stakeholders, and ensuring ethical conduct and transparency. The Company has developed specific goals and initiatives related to ESG factors, such as reducing carbon emissions, promoting diversity and inclusion, and enhancing Board Diversity. By prioritizing ESG factors, the Company aims to create long-term value, mitigate risks, attract responsible investors and enhance its reputation. The Company believes that its ESG strategies not only align business objectives with societal and environmental goals but also contribute to the sustainability of the business itself, fostering resilience and growth in an increasingly ESG-focused business landscape.

(i) Terms of Reference

• The terms of CSR Committee inter alia, includes:

• To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the areas of activities to be undertaken by the Company in compliance with the provisions of the Act, read with the Rules made thereunder;

• To recommend and monitor the amount of expenditure to be incurred on the CSR activities and provide guidance on various CSR initiatives proposed to be undertaken by the Company;

• Review and recommend the goals and strategy for discharging the Company’s ESG responsibilities;

• Review and recommend adoption of various policies, Standard Operating Procedures and Code of Conduct for implementation and adherence to the Company’s ESG Strategy;

• Approve and Monitor the progress and implementation of various ESG initiatives/ projects of the Company against agreed actions, targets and timeline metrics;

• Constitute and receive periodic reports from the Company’s ESG Working Group, which may be obligated with the day-to-day management and delivery of certain projects under the Company’s ESG initiatives;

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• Management of the Company’s ESG related risks including monitoring external developments which may ~~have a~~ significant impact on the Company’s approach to ESG and recommend appropriate remedial/ mitigation measures;

• Monitor the adherence to all the ESG related disclosures and regulatory reporting requirements by the Company; and

• Monitor stakeholder feedback on ESG matters, and recommend appropriate steps as may be deemed fit by the Committee.

(ii) Meetings

During the year under review, 3 (three) meetings of CSR Committee were held on May 28, 2024, August 9, 2024 and February 7, 2025, which were attended by all the members of the Committee.

(iii) Composition

As on March 31, 2025, the Committee comprises of 3 (three) Directors which is in accordance with Section 135 of the Act. The Company Secretary acts as the Secretary of the Committee.

The details of composition of CSR Committee and the attendance of members at Committee meetings are given below:

Name of the Director/ Member	Designation	Category	Profession	No. of Meetings Attended
Ms. Amelia Fernandes	Chairperson	Independent Director	Director	3
Dr. Habil Khorakiwala	Member	Executive Chairman	Industrialist	3
Dr. Huzaifa Khorakiwala	Member	Executive Director	Industrialist	3
Mrs. Tasneem Mehta*	Member	Independent Director (upto September 29, 2024)	Professional	2

*Ceased to be member w.e.f. September 29, 2024

With effect from April 1, 2024, the Committee was reconstituted to include Ms. Amelia Fernandes as the Chairperson of the Committee, and Dr. Habil Khorakiwala, Dr. Huzaifa Khorakiwala and Mrs. Tasneem Mehta as members.

The Report on CSR activities is provided separately and forms a part of this Annual Report.

(iv) Management Committee on Environment Social and Governance (‘ESG’)

In order to monitor the implementation of various ESG practices and to achieve the Company’s ESG goals, the Board, on the recommendation of the CSR Committee has constituted a Management Committee on ESG. Dr. Huzaifa Khorakiwala, Executive Director, chairs the Committee, which constitutes of the following members:

Name & Designation of the Member	Type of Committee Membership
Dr. Huzaifa Khorakiwala, Executive Director	Chairperson
Ms. Rashmi Mamtura, Company Secretary	Member
Mr. Paresh Kajrolkar, Global Chief Internal Auditor, Chief Risk Ofcer, Chief Sustainability Ofcer & Chief Data Protection Ofcer	Member
Dr. Sanjeev Kumar Sharma, President – Manufacturing, Quality and R&D	Member
Mr. Satej Mehta, Head – Human Resource	Member
Mr. Jagmohan Rishi, Head – Training & Development	Member
Mr. Avijit Deb – Chief Digital Ofcer, Information Technology	Member
Mr. Sailesh Tekriwal, Head – Supply Chain & Distribution	Member
Mr. Viren Sharma, Advisor – Consultant ESG	Member

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The Committee meets periodically to identify and set goals for its various ESG initiatives and to evaluate the progress made therein. Thus, the Committee plays a crucial role in driving sustainable practices within our organization. Comprising cross-functional leaders, the Committee works to ensure our business operations align with Ethical, Environmental, and Social responsibilities. They evaluate and implement strategies to reduce our carbon footprint, promote diversity and inclusion, and enhance corporate governance.

By prioritizing ESG factors, the Company aim to create a positive impact on society, mitigate risks, and foster longterm value for all stakeholders. The Committee’s dedication to sustainable practices reflects our commitment to being a responsible corporate citizen. Together, we strive for a more sustainable and equitable future.

The Management Committee, at the aegis of the CSR Committee and the Board, has identified the following Pillars for implementation ESG objectives of the Company:

A. Environment:	B. Social:	C. Governance:
i. Power: - Increase Green Energy - Reduce energy consumption ii. Carbon: - Measure & reduce consumption of carbon emissions - Get Carbon Credits iii. Water: - Rain water harvesting - Recycle iv. Waste: - Reduce & recycle	i. Human Capital & Human Rights: - Employee relations, Diversity, Equity, Inclusion, and Working Conditions (Health & Safety) - Support Human Rights & Labour Standards ii. Products Liability: - Product safety & quality - Privacy & data security iii. Suppliers & Stakeholders Liability: - Material sourcing - Supply chain transparency iv. Local Communities and CSR: - Health - Education	i. Board Composition and Independence: - Board diversity - Optimum mix of Independent, Executive, & Non-executive Directors ii. Transparency and Accountability: - Clear and accessible communication channels - Regular reporting and public disclosures iii. Stakeholder Rights: - Stakeholder engagement & participation - Establish independent & transparent sustainability iv. Code of Conduct and Ethics: - Code of conduct for employees - Whistle Blower Policy

F) OTHER COMMITTEES OF THE BOARD

Apart from the Committees mandated under the law, the Board has also constituted certain Committees voluntarily and has delegated some specific powers to such Committees. Each Committee has its distinct role, scope and powers, which enables more focussed deliberations and helps better decision making by the Company. The minutes of these Committee Meetings are also periodically placed before the Board of the Directors for noting.

The Board has constituted following four Committees:

a) Finance & Management Committee

(i) Terms of Reference

• The terms of reference, inter alia, includes:

• Exercise all such powers to borrow money within the limits approved by the Board;

• Avail, renew, enhance, restructure and reschedule all fund based and non-fund based credit facilities including term loans and working capital facilities availed from Banks/ Financial Institutions/ Bodies Corporate;

• To do all such acts, deeds, actions in relation to seeking in-principle approval of the Stock Exchanges, opening and closing the period of subscription of the Issue, determine the issue price in respect of the Securities and allot the Securities and to amend, vary or modify any of the above as may be desirable;

• Delegate authorities from time to time to the executives/ authorized persons to implement the decisions of the Committee; and

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• To appoint authorised signatories, approve issuance of power of attorneys in favour of various persons ~~to~~ appear, represent and execute documents, declarations, representations, agreements, applications, undertakings etc. on behalf of the Company in connection with activities that may be undertaken by the Company in its normal course of business and in compliance with the applicable laws and regulations.

(ii) Composition

As on March 31, 2025, the Committee comprises of 3 (three) Directors as given below. The Company Secretary acts as the Secretary of the Committee.

Name of the Director/ Member	Designation	Category
Dr. Habil Khorakiwala	Chairperson	Executive Chairman
Dr. Huzaifa Khorakiwala	Member	Executive Director
Dr. Murtaza Khorakiwala	Member	Managing Director

b) Share Allotment Committee

(i) Terms of Reference

The terms of reference, inter alia, includes:

• Allotment/ Redemption of Preference Shares/ Bond/ Debentures; and

• Allotment of Equity Shares consequent to Exercise of Stock options.

(ii) Composition

As on March 31, 2025, the Committee comprises of 3 (three) Directors as given below. The Company Secretary acts as the Secretary of the Committee.

Name of the Director/ Member	Designation	Category
Dr. Habil Khorakiwala	Chairperson	Executive Chairman
Dr. Huzaifa Khorakiwala	Member	Executive Director
Dr. Murtaza Khorakiwala	Member	Managing Director

c) ESOS Compensation Committee

Pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the ESOS Compensation Committee was constituted by the Board.

(i) Terms of Reference

The key role of ESOS Compensation Committee consists of administration and monitoring the implementation of Wockhardt Employees’ Stock Option Scheme – 2011 (‘the Scheme’). Further, the Committee is also vested with following functions and powers:

• Determination of the employees eligible for participation in the Scheme;

• Number of options that may be granted to the identified employees;

• Determination of vesting period, exercise period of the options issued under the Scheme; and

• Other incidental matters pertaining to administration of the Scheme.

(ii) Composition

• As on March 31, 2025, the Committee comprises of 2 (two) Directors as given below. The Company Secretary acts as the Secretary of the Committee.

acts as the Secretary of the Committee.
Name of the Director/Member	Designation	Category
Dr. Habil Khorakiwala	Chairman	Executive Chairman
Mrs. Tasneem Mehta*	Member (upto September 29, 2024)	Independent Director
Ms. Amelia Fernandes	Member	Independent Director

*Ceased to be member w.e.f. September 29, 2024.

With effect from April 1, 2024, the Committee was reconstituted to include Dr. Habil Khorakiwala as the Chairman of the Committee, and Ms. Amelia Fernandes as member.

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d) Capital Raising Committee

(i) Terms of Reference

• To analyse various options for raising of capital;

• To crystallize pricing and size after negotiations by the management with the potential Investment Bankers/ Investors etc.;

• To appoint the issue management and issue related agencies;

• To review/ finalise/ approve issue related documents;

• To finalise the mode of issue of raising funds (i.e. Equity, Preference, Debentures, Bonds) including the terms of issue thereof;

• To extend/ roll-over/ alter the terms & conditions of Preference Shares/ Debentures/ Bonds including the date of payment of interest and/ or redemption amount thereof;

• Incurring necessary expenditure;

• Delegating all its powers to any member of the Committee or Official(s) of the Company;

• To do all such acts, deeds as may be deemed to be necessary in connection with the after exercise instead of mention; and

• To do all such acts, deeds, actions in relation to seeking in-principle approval of the Stock Exchanges, opening and closing the period of subscription of the Issue, determine the issue price in respect of the Securities, allot the Securities and to amend, vary or modify any of the above as may be desirable.

(ii) Composition

• As on March 31, 2025, the Committee comprises of 3 (three) Directors as given below. The Company Secretary acts as the Secretary of the Committee.

Name of the Director/ Member	Designation	Category
Dr. Habil Khorakiwala	Chairman	Executive Chairman
Mrs. Tasneem Mehta*	Member (upto September 29, 2024)	Independent Director
Mr. Vinesh Kumar Jairath	Member	Independent Director
Dr. Murtaza Khorakiwala	Member	Managing Director

*Ceased to be member w.e.f. September 29, 2024.

IV. SENIOR MANAGEMENT

The particulars of members of Senior Management is mentioned below:

Sr. No.	Name of Senior Management Personnel	Designation	Change since last Financial Year
1.	Dr. Habil Khorakiwala	Chairman	NA
2.	Dr. Murtaza Khorakiwala	Managing Director	NA
3.	Mr. Deepak Madnani	Chief Financial Ofcer	NA
4.	Ms. Rashmi Mamtura	Company Secretary	NA
5.	Mrs. Debolina Partap	Senior Vice President	NA
6.	Dr. Sachin Bhagwat	Chief Scientifc Ofcer	NA
7.	Dr. Sanjeev Sharma	President	NA
8.	Mr. Amrut Medhekar	President- India Business	Resigned efective from June 7, 2024

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V. GENE ~~R~~ AL BODY MEETINGS

• ~~a) Details of last th~~ ree Annual General Meetings:

The day, date, time and location of the AGMs held during the last three years, and the special resolution(s) passed there at by e-voting are as follows:

Financial Year ended	Day and Date	Time	Location	Special Resolutions Passed
March 31, 2024	Friday, June 28, 2024	11:00 am (IST)	Through Video Conferencing (‘VC’)/ other Audio Visual means (‘OAVM’)	1. Re-appointment of Dr. Habil Khorakiwala (DIN: 00045608) as an Executive Chairman and Fixing of his Remuneration. 2. Appointment of Amb. Ahmad Javed (DIN: 08668304) as an Independent Director of the Company. 3. Approval for raising of additional capital by way of one or more public or private oferings including through a Qualifed Institutions Placement (‘QIP’) to eligible investors through an issuance of equity shares or other eligible securities for an amount not exceeding ₹ 1,000 Crore.
March 31, 2023	Monday, August 14, 2023	03.30 p.m. (IST)	Through Video Conferencing (‘VC’)/ other Audio Visual means (‘OAVM’)	1. Appointment of Ms. Amelia Fernandes as an Independent Director of the Company. 2. Approval for re-appointment of Dr. Huzaifa Khorakiwala (DIN: 02191870) as an Executive Director and Fixation of Remuneration. 3. Approval for re-appointment of Dr. Murtaza Khorakiwala (DIN: 00102650) as Managing Director and Fixation of Remuneration. 4. Approval for raising of additional capital by way of one or more public or private oferings including through a Qualifed Institutions Placement (‘QIP’) to eligible investors through an issuance of Equity Shares or other eligible securities for an amount not exceeding ₹ 1,600 Crore. 5. To re-confrm authority to the Board to approve Borrowings upto ₹ 3,000 Crore. 6. To approve creation of charge on assets of the Company.
March 31, 2022	Friday, August 12, 2022	11.00 a.m. (IST)	Through Video Conferencing (‘VC’)/ other Audio Visual means (‘OAVM’)	1. Approval for payment of remuneration to Dr. Habil F. Khorakiwala, Executive Chairman for the period of last 2 (two) years of his current tenure i.e. commencing from March 1, 2023 till February 28, 2025. 2. Approval for raising of additional capital by way of one or more public or private oferings including through Qualifed Institutions Placement (‘QIP’) to eligible investors through an issuance of equity shares or other eligible securities convertible into equity shares for an amount not exceeding ₹ 1,600 crore.

• b) Extraordinary General Meeting:

• No Extraordinary General meeting of the Members was held during the year under review.

• c) Postal Ballots:

• During the year under review, no resolution was passed via Postal Ballot.

VI. MEANS OF COMMUNICATION

Financial Results: The quarterly, half-yearly and annual financial results of the Company are submitted to the BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) immediately after approval of the Board. The results of the Company are published in all editions of one National English daily newspaper [such as Business Standard (English)] and one Marathi newspaper [such as Navshakti (Vernacular)] within 48 hours of approval thereof and are posted on Company’s website www.wockhardt.com. The presentations made to the Institutional Investors and/ or analysts are intimated to the Stock Exchanges within the prescribed time specified under the SEBI Listing Regulations and hosted on the Company’s website simultaneously.

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Press/ News Release: Official Press/ News Release by the Company is filed with the Stock Exchanges as well as hosted on the Company’s website www.wockhardt.com

Website: The Company’s website www.wockhardt.com contains the information pertaining to the Company in compliance with the SEBI Listing Regulations. Further, FAQs and Forms, Live Share price, Dividend & Share split history have been made available to the investors for easy access to the details. A separate section for Investors is available wherein the updated information inter-alia, pertaining to quarterly, half-yearly and annual financial results, official press releases, investor communications, shareholding pattern etc. is available in a user friendly and downloadable form.

Annual Report: Annual Report containing, inter alia, the Audited Standalone and Consolidated Financial Statements, Board’s Report, Independent Auditors’ Report, Corporate Governance Report, Business Responsibility and Sustainability Report (‘BRSR’), Management Discussion & Analysis (‘MD&A’) is circulated to the Members and others entitled thereto. The same is also available on the website of the Company www.wockhardt.com.

Chairman’s Communication/ Letter: The Chairman’s speech is promptly placed on the website of the Company. Further, Chairman’s letter is sent to shareholders every quarter containing Chairman’s communique on the quarterly results.

Exclusively Designated Email ID: The Company has exclusively designated the Email Id: investorrelations@wockhardt.com for Shareholders’/ Investors’ services.

Dissemination through NSE Electronic Application Processing System (‘NEAPS’) and BSE Corporate Compliance & Listing Centre (‘BSE Listing Centre’): NEAPS and BSE Listing Centre are web-based applications designed by NSE and BSE respectively. The quarterly results, quarterly/ periodic compliances, corporate actions, and all other corporate communications to the Stock Exchanges are filed electronically on NEAPS for NSE and on BSE Listing Centre for BSE, for further dissemination through the Stock Exchanges’ website.

The Company also mandatorily uploads integrated corporate governance, shareholding pattern, financial results including integrated filings, voting results, reconciliation of share capital audit report etc. and disclosures under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, on NEAPS and BSE Listing Centre in XBRL mode.

SEBI Complaints Redressal System (‘SCORES’): SCORES is an online facility, where investors can submit their complaints for redressal by the RTA/ Company. The Investor complaints are processed in a centralized web-based complaints address system. The salient features of this system are: centralized database of all complaints, online upload of Action Taken Report (‘ATRs’) by companies and online viewing by investors of actions taken on the complaint and its status.

SMART Online Dispute Resolution (‘SMART ODR’): Pursuant to SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023 read with SEBI Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/CIR/ 2023/135 dated August 4, 2023, a common Online Dispute Resolution (‘ODR’) mechanism has been introduced to facilitate online resolution of all kinds of disputes arising in the Indian securities market with the help of online conciliation and online arbitration.

Now the investors can initiate dispute resolution through the SMART ODR Portal (https://smartodr.in/login), post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform.

VII. GENERAL SHAREHOLDER INFORMATION

26[th] Annual General Meeting (‘26[th] AGM’)

The 26[th] AGM of the Company will be held on Friday, August 8, 2025 at 3:30 pm (IST) through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’) only pursuant to the applicable MCA and SEBI Circulars issued in this regard. The AGM shall be deemed to be held from the Registered Office of the Company at D-4, MIDC, Chikalthana, Chhatrapati Sambhajinagar, Maharashtra – 431006. Further details pertaining to the AGM are given in the Notice calling 26[th] AGM.

Financial Year and Tentative Financial Calendar

Financial Year – April 1, 2025 to March 31, 2026

Tentative Schedule for declaration of financial results during the Financial Year 2025-26 and holding of AGM is as under:

Results of Quarter endingJune 30, 2025	On or before August 14, 2025
Results of Quarter and Halfyear endingSeptember 30, 2025	On or before November 14, 2025
Results of Quarter and Nine Months endingDecember 31, 2025	On or before February14, 2026
Results for Financial Year endingMarch 31, 2026	On or before May30, 2026
AGM for the Financial Year endingMarch 31, 2026	On or before September 30, 2026

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Listing ~~o~~ n Stock Exchanges

Listing~~o~~n Stock Exchanges	Listing~~o~~n Stock Exchanges	Listing~~o~~n Stock Exchanges	Listing~~o~~n Stock Exchanges
	Equity Shares	BSE Limited(BSE)	Phiroze JeejeebhoyTowers,Dalal Street,Mumbai-400 001
		National Stock Exchange of India Limited (NSE)	Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra(E),Mumbai–400 051

The Company has made the payment of the Listing fees as applicable for both the Stock Exchanges.

Dividend Payment Date

The Board has not recommended any dividend on the equity shares of the Company for the Financial Year ended March 31, 2025.

Unclaimed Dividends

The Company is required to transfer dividend which remained unpaid/unclaimed for a period of seven years to the Investor Education and Protection Fund (‘IEPF’) established by the Central Government. Dividend declared up to the year ended March 31, 2017 were transferred to IEPF Account.

There is no outstanding Unpaid Dividend as on March 31, 2025.

Members may note that the Company, from time to time, have intimated the Members to encash their Unclaimed Dividend at the earliest.

Corporate Identity Number (‘CIN’) : L24230MH1999PLC120720

SUSPENSION FROM TRADING:

No securities of the Company have been suspended from trading on any of the Stock Exchanges where they are listed.

REGISTRAR & SHARE TRANSFER AGENT

MUFG Intime India Private Limited C-101, Embassy 247, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083, India Telephone: +91 81081 16767 Fax: +91 22 4918 6060 Email: rnt.helpdesk@in.mpms.mufg.com Website: https://in.mpms.mufg.com/

SHARE TRANSFER SYSTEM

Securities and Exchange Board of India (‘SEBI’) has mandated that securities of listed companies can be transferred only in dematerialized form April 1, 2019, barring certain instances. In view of the above, and to avail various benefits of dematerialization/ for ease of convenience, Members are advised to dematerialize shares held by them in physical form.

Requests for dematerialization of shares are processed and the confirmation is given to depositories within 15 days/ 30 days, from the date of receipt, as may be applicable, if the documents are in order.

In accordance with amendments to Regulation 40 of the SEBI Listing Regulations, physical transfer of shares is not permitted with effect from April 1, 2019. Therefore, the request for transferring physical shares in Form SH-4 will not be accepted by the Company and/ or its Registrar and Share Transfer Agent, MUFG Intime. However, transmission and transposition of shares in physical form are permitted.

As regards transfers of dematerialized shares, i.e., shares in electronic form, the same are effected through the demat accounts of the transferor/s and transferee/s maintained with the recognized Depository Participants with no involvement of the Company or MUFG Intime.

In view of this and to eliminate all risks associated with the physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form by contacting their Depository Participants. Members can contact the Company’s Registrar and Share Transfer Agent, MUFG Intime India Private Limited (‘RTA’), by raising their request on the website for assistance in this regard.

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DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

No. of Equity Shares	No. of Shareholders	% of total Shareholders	Amount in`	% of total Amount
1 – 500	133,905	91.8283	49,790,560	6.1286
501 – 1000	6,164	4.2271	22,609,140	2.7829
1001 – 2000	2,613	1.7919	19,141,555	2.3561
2001 – 3000	947	0.6494	12,107,545	1.4903
3001 – 4000	477	0.3271	8,479,680	1.0437
4001 – 5000	347	0.2380	8,053,925	0.9913
5001 – 10000	628	0.4307	22,811,880	2.8079
Above 10001	740	0.5075	669,433,560	82.3991
TOTAL	145,821	100.0000	812,427,845	100.0000

SHAREHOLDING PATTERN AS ON MARCH 31, 2025

Shareholding Pattern (as % of Shares)

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Promoter
49.09%
Others
5.55%
Individuals
27.97%
Domestic
Institutions
10.58% Foreign Portfolio Investors
6.81%
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Notes:

During the year under review, the paid up equity share capital of the Company has been increased by ₹ 45,423,165 due to allotment of 34,860 equity shares of ₹5 each aggregating to ₹174,300 pursuant to exercise of Stock Options and allotment of 9,049,773 equity shares to eligible QIBs at the issue price of ₹1,105 per equity share aggregating to ₹ 9,999,999,165 pursuant to Qualified Institutional Placement (‘QIP’).

DEMATERIALISATION OF SHARES AND LIQUIDITY

The Company’s Equity Shares are compulsorily traded in electronic form and are available for trading with both the Depositories in India viz. National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’). As on March 31, 2025, 162,111,873 equity shares representing 99.77% of the Company’s total paid-up equity share capital were held in dematerialized mode.

Out of public shareholding of 82,726,721 equity shares, 82,353,025 equity shares representing 99.55% of the public shareholding is held in dematerialized mode.

The International Securities Identification Number (‘ISIN’) assigned to Company’s equity shares is INE049B01025.

GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS

As on March 31, 2025, the Company has no outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments.

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PLAN ~~T~~ LOCATIONS

(a) Wockhardt Limited

Wockhardt Limited
B-15/2, MIDC Waluj, Maharashtra-431136, India Tel: +91 240 6636400	87-A, Silver Industrial Estate Bhimpore, Nani Daman, Daman-396210, India Tel: +91 260 7126500	Wockhardt Limited E-1/1, Wockhardt Infrastructure Development Limited, Five Star Industrial Estate, MIDC, Shendra, Maharashtra-431154, India Tel.: +91 240 6662222/6662008
H-14/2, MIDC Area Waluj, Maharashtra-431136, India Tel: +91 240 6664444	106-4/5/7, Daman Industrial Estate, Kadaiya, Nani Daman, Daman-396210, India Tel: + 91 260 6633200	138, GIDC Estate, Ankleshwar-393002 Gujarat, India Tel: +91 2646 661400
L-1, MIDC, Chikalthana, Maharashtra-431210, India Tel: +91 240 6637444	Village Kote Baggu, Ludhiana, Ferozpur Road, Jagraon-142026, Ludhiana Punjab, India Tel: +91 1624 227080

(b) Plant location of Subsidiaries of Wockhardt Limited

CP Pharmaceuticals Limited Pinewood Healthcare Ash Road, North Wrexham Industrial Estate, Wrexham, Ballymacarbry, Clonmel Co. Tipperary, Ireland LL13 9UF Wales, UK Tel: +44 1978 661261 Eircode: E91 D434 Tel: +353 52 6186000 Pinewood Laboratories Limited, Wockhardt Bio AG Unit 1, M50 Business Park, Ballymount, Dublin 12, Plot No. S60302, Street S1500 JAFZA South, Dubai, U.A.E Eircode: D12 K6C5 Tel: (00 353) 01 456 9123/4 T: +971 48895524

ADDRESS FOR CORRESPONDENCE

ADDRESS FOR CORRESPONDENCE
Registrar and Transfer Agent	Secretarial Department
MUFG Intime India Private Limited C-101, Embassy 247, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, Tel No.: +91 81081 16767 Fax No.: +91 22 4918 6060 Email: rnt.helpdesk@in.mpms.mufg.com	Wockhardt Limited, Wockhardt Towers, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051, Tel No. : 022 2653 4444; Email : investorrelations@wockhardt.com

Shareholders holding shares in dematerialized form are requested to intimate their details or any change in details relating to their Bank details, ECS mandates, Nominations, Power of Attorney, Address, etc. to their respective Depository Participant.

LIST OF ALL CREDIT RATINGS OBTAINED ALONG WITH THE REVISIONS THERETO DURING THE RELEVANT FINANCIAL YEAR FOR ALL DEBT INSTRUMENTS OR ANY FIXED DEPOSIT PROGRAMME OR ANY SCHEME OR PROPOSAL INVOLVING MOBILISATION OF FUNDS WHETHER IN INDIA OR ABROAD

(a) ICRA Limited (‘ICRA’)

ICRA Limited (‘ICRA’), on May 14, 2024, assigned a long-term rating of [ICRA]BBB-(Stable) and short-term rating of [ICRA] A3 for the Company, [ICRA] BBB-(Stable) for Long term - Fund Based - Term Loan of ₹ 75 Crore, [ICRA] BBB-(Stable)/ [ICRA] A3 for Long term/ Short term - Fund Based Working Capital limits of ₹ 512.80 Crore, Long term/ Short term – Non Fund Based limits of ₹ 171.20 Crore, and Long term/ Short term – Unallocated Limits of ₹ 326 Crore with “Stable” outlook.

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EQUITY SHARE CAPITAL HISTORY OF THE COMPANY SINCE INCORPORATION UP TO MARCH 31, 2025

Date of Allotment	No. of Equity Shares	Cumulative No. of Equity Shares	Face value (in ₹)	Consideration	Nature of Allotment	Cumulative share capital (in ₹)
11.02.2000	35,061,652	35,061,652	10	Allotted to the shareholders of Wockhardt Life Sciences Limited in the ratio of 1:1 i.e. one Equity Share of the Company for every one Equity Share of Wockhardt Life Sciences Limited held by them.	Pursuant to scheme of demerger of Wockhardt Life Sciences Limited and Acquisition of Pharmaceuticals Division by the Company.	350,616,520
22.04.2000	1,200,000	36,261,652	10	Allotted to the shareholders of Wockhardt Veterinary Limited in the ratio of 1:4 i.e. one Equity Share of the Company for every four Equity Shares of Wockhardt Veterinary Limited.	Pursuant to Amalgamation of Wockhardt Veterinary Limited with the Company.	362,616,520
14.08.2002	3,600	36,265,252	10	Cash	Allotment of shares pursuant to exercise of Stock Options.	362,652,520
07.01.2003	2,700	36,267,952	10	Cash		362,679,520
16.09.2003	16,700	36,284,652	10	Cash		362,846,520
14.10.2003	5,550	36,290,202	10	Cash		362,902,020
25.11.2003	1,700	36,291,902	10	Cash		362,919,020
31.12.2003	3,950	36,295,852	10	Cash		362,958,520
15.01.2004	15,350	36,311,202	10	Cash		363,112,020
23.02.2004	9,700	36,320,902	10	Cash		363,209,020
05.04.2004	9,450	36,330,352	10	Cash		363,303,520
24.04.2004	1,650	36,332,002	10	Cash		363,320,020
07.05.2004	–	72,664,004	5	Sub-division of 36,332,002 shares of Face Value10/-<br>each to Face Value ₹ 5/-<br>each.|Sub-division of shares of Face<br>Value10/- each to Face Value `5/- each.	363,320,020
08.05.2004	36,332,002	108,996,006	5	Bonus shares	Allotment of bonus shares in the ratio of 1:2.	544,980,030
21.01.2005	70,350	109,066,356	5	Cash	Allotment of shares pursuant to Exercise of Stock Options.	545,331,780
21.02.2005	29,550	109,095,906	5	Cash		545,479,530
14.03.2005	25,350	109,121,256	5	Cash		545,606,280
06.04.2005	17,250	109,138,506	5	Cash		545,692,530
09.06.2005	4,149	109,142,655	5	Cash		545,713,275
12.09.2005	13,299	109,155,954	5	Cash		545,779,770
13.10.2005	141,397	109,297,351	5	Cash	FCCB Conversion	546,486,755

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	Date o~~f~~	No. of ~~Equity~~ Shares	Cumulative No. of Equity Shares	Face value (in ₹)	Consideration	Nature of Allotment	Cumulative share capital (in ₹)
	~~Allotment~~
	09.11.2005	2,250	109,299,601	5	Cash	Allotment of shares pursuant to Exercise of Stock Options.	546,498,005
	11.01.2006	81,000	109,380,601	5	Cash		546,903,005
	28.02.2006	39,450	109,420,051	5	Cash		547,100,255
	28.04.2006	5,850	109,425,901	5	Cash		547,129,505
	16.08.2006	10,002	109,435,903	5	Cash		547,179,515
	19.12.2012	122,200	109,558,103	5	Cash		547,790,515
	21.01.2013	25,300	109,583,403	5	Cash		547,917,015
	29.08.2013	167,750	109,751,153	5	Cash		548,755,765
	07.04.2014	8,000	109,759,153	5	Cash		548,795,765
	29.05.2014	248,750	110,007,903	5	Cash		550,039,515
	20.10.2014	32,500	110,040,403	5	Cash		550,202,015
	20.01.2015	25,750	110,066,153	5	Cash		550,330,765
	25.02.2015	6,750	110,072,903	5	Cash		550,364,515
	24.06.2015	132,500	110,205,403	5	Cash		551,027,015
	08.07.2015	214,000	110,419,403	5	Cash		552,097,015
	27.07.2015	75,000	110,494,403	5	Cash		552,472,015
	12.10.2015	6,000	110,500,403	5	Cash		552,502,015
	16.12.2015	8,500	110,508,903	5	Cash		552,544,515
	28.07.2016	39,125	110,548,028	5	Cash		552,740,140
	08.06.2017	15,200	110,563,228	5	Cash		552,816,140
	28.11.2017	33,600	110,596,828	5	Cash		552,984,140
	16.02.2018	33,625	110,630,453	5	Cash		553,152,265
	15.06.2018	8,200	110,638,653	5	Cash		553,193,265
	17.07.2018	12,800	110,651,453	5	Cash		553,257,265
	01.10.2018	34,750	110,686,203	5	Cash		553,431,015
	04.06.2019	18,800	110,705,003	5	Cash		553,525,015
	10.09.2019	30,000	110,735,003	5	Cash		553,675,015
	23.09.2020	21,950	110,756,953	5	Cash		553,784,765
	16.12.2020	20,000	110,776,953	5	Cash		553,884,765
	09.03.2021	4,200	110,781,153	5	Cash		553,905,765
	17.08.2021	23,600	110,804,753	5	Cash		554,023,765
	18.10.2021	10,750	110,815,503	5	Cash		554,077,515
	28.03.2022	33,244,650	144,060,153	5	Cash	Allotment of shares pursuant to issue of Rights Shares.	720,300,765
	06.02.2023	28,170	144,088,323	5	Cash	Allotment of shares pursuant to Exercise of Stock Options.	720,441,615
	05.05.2023	6,250	144,094,573	5	Cash		720,472,865
	25.10.2023	6,900	144,101,473	5	Cash		720,507,365
	19.01.2024	14,300	144,115,773	5	Cash		720,578,865
	26.03.2024	9,285,163	153,400,936	5	Cash	Allotment of Equity shares by way of Qualifed Institutions Placement to Qualifed Institutional Buyers.	767,004,680
	26.08.2024	8,610	153,409,546	5	Cash	Allotment of shares pursuant to Exercise of Stock Options.	767,047,730
	15.10.2024	13,000	153,422,546	5	Cash		767,112,730
	11.11.2024	9,049,773	162,472,319	5	Cash	Allotment of Equity shares by way of Qualifed Institutions Placement to Qualifed Institutional Buyers.	812,361,595
	14.02.2025	13,250	162,485,569	5	Cash	Allotment of shares pursuant to Exercise of Stock Options.	812,427,845

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VIII. DISCLOSURES AND AFFIRMATIONS

a. Related Party Transactions

All the transactions entered into by the Company with related parties during the year under review were in the ordinary course of business and on an arm’s length basis as defined in the Act and were approved by the Audit Committee and the Board. During the year under review, there were no related party transactions, which may have potential conflict with the interest of listed entity at large.

In compliance with Indian Accounting Standards (‘Ind AS’) – 24, transactions with related parties are disclosed in the notes to financial statements and details of all material transaction(s), with related parties are also disclosed in the Compliance Report on Corporate Governance filed with the Stock Exchanges on quarterly basis.

In line with the requirements under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated the Policy on ‘Materiality of and Dealing with Related Party Transactions’ which is available on the website of the Company https://www.wockhardt.com/wp-content/uploads/2022/08/prt-31122.pdf

During the year ender review, there were no materially significant related party transactions, which may have potential conflict with the Company at large.

• b. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three Financial Years

The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authority on all matters relating to capital markets during the last 3 (three) financial years.

No other penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority relating to the above, during the last three financial years, except, fine of ₹10,000 (Rupees Ten Thousand Only) plus GST was levied by National Stock Exchange of India Limited and a fine of ₹10,000 (Rupees Ten Thousand Only) plus GST was levied by BSE Limited vide their email dated September 13, 2024 on account of alleged delay in furnishing prior intimation about the meeting of the Board of Directors regarding change in terms of unlisted debentures. The Company has deposited the amount of penalty with both the exchanges within prescribed time.

• c. Whistle Blower Policy/ Vigil Mechanism/ Affirmation on access to Audit Committee

In line with Regulation 22 of the SEBI Listing Regulations and Section 177(9) and (10) of the Act, the Company has formulated the Whistle Blower Policy/ for vigil mechanism of Directors and the Employees (including their representative bodies) and other Stakeholders to communicate and report genuine concerns about unethical behaviour or practices, actual or suspected fraud or violation of Company’s Code of Conduct etc. The said Policy provides adequate safeguard against victimization of a whistle blower and it provides direct access to Chairperson of the Audit Committee in exceptional cases. Accordingly, it is affirmed that no person has been denied access to Chairperson of the Audit Committee. The Whistle Blower Policy has been placed on website of the Company https:// www.wockhardt.com/wp-content/uploads/2024/09/whistle-blower-policy-2024.pdf.

d. Compliance with mandatory and non-mandatory requirements

The Company is compliant with all the mandatory requirements of the Code on Corporate Governance as specified in Regulations 17 to 27 read with Schedule V and Clauses (b) to (i) of Regulation 46(2) of the SEBI Listing Regulations.

The Company has also adopted the following non-mandatory requirements under Regulation 27(1) of the SEBI Listing Regulations read with Part E of Schedule II thereto:

• Shareholder Rights – Chairman’s Letter that includes details of financial performance and summary of significant events is sent to each Shareholder through electronic mode on quarterly basis. The said letter is also available on the website of the Company https://www.wockhardt.com/investors/from-chairmans-office/letter-to-shareowners/

• Modified Opinion in Audit Report – The Statutory Auditors of the Company have not raised any qualifications/ modified opinion on the financial statements of Financial Year 2024-25 thereby maintaining the regime of unqualified/ unmodified financial statements.

• Reporting of Internal Auditors – In accordance with the provisions of Section 138 of the Act, the Company has appointed an Internal Auditor who reports to the Audit Committee. Every quarter Internal Auditor presents key internal audit finding to the Audit Committee for its consideration.

e. Material Subsidiaries

The policy for determining material subsidiary is uploaded on the website of the Company https://www.wockhardt. com/wp-content/uploads/2022/08/pms-31122.pdf. During the year under review, in compliance with Regulation 24 of the SEBI Listing Regulations, Ms. Amelia Fernandes, Independent Director of the Company was appointed on the Supervisory Board (as a Director) of Wockhardt UK Limited, Wockpharma Ireland Limited and Wockhardt Bio AG.

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Th ~~e~~ details of material subsidiaries of the Company in terms of the Company’s policy for determining material ~~subsidiaries and~~ SEBI Listing Regulations, as on March 31, 2025, were as follows:

Name of Material Subsidiaries	Date of Incorporation	Place of Incorporation	Name of Statutory Auditor	Date of Appointment of Statutory Auditor
Wockhardt Bio AG	October 17, 2005	Switzerland	Balmer-Etienne AG	October 24, 2022
CP Pharmaceuticals Limited	May13,1950	England & Wales	Menzies LLP	February19,2024
Wockhardt UK Limited	June 02, 1995	England & Wales	Menzies LLP	Reappointed on March 25,2025
Morton Grove Pharmaceuticals Inc.	October 23, 1995	United States of America	MSKC & Associates LLP	August 21, 2024
Wockpharma Ireland Limited	Juen 18, 2004	Ireland	BDO Limited	Reappointed on September 26, 2024
Pinewood Laboratories Limited	August 26, 1976	Ireland	BDO Limited	Reappointed on September 26, 2024

f. Commodity price risk or foreign exchange risk and hedging activities

The Company did not have any material commodity price risk and hence, did not need to carry out hedging activities during the year under review. Therefore, no disclosures to offer in terms of SEBI Circular No. SEBI/ HO/CFD/CMD1/ CIR/P/2018/0000000141 dated November 15, 2018 forms part of this Report. Further, the details of currency risk/ foreign exchange risk is stated in Note no. 43 of notes forming part of Standalone Financial Statements of this Annual Report.

The other details about Risk Management have also been provided in the Board’s Report forming part of this Annual Report.

g. Details of Utilisation of Funds

During the year ended on March 31, 2025, the Company allotted 90,49,773 equity shares at the issue price of ₹1,105 per equity share (including a premium of ₹1,100 per equity share), which includes a discount of ₹57.25 per equity share being equivalent to 4.93% of the floor price and has raised ₹ 9,999,999,165 pursuant to Qualified Institutions Placement (‘QIP’) of equity shares of face value of ₹ 5 each to Qualified Institutional Buyers (‘QIB’) in compliance with the provision of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and Sections 42 and 62 of the Act, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Company has appointed CRISIL Ratings Limited, as Monitoring Agency of the QIP to issue report on utilisation of funds by the Company until such funds are fully utilized.

Monitoring Agency has not reported any deviation or variation in connection with the utilization of Issue proceeds from the objects as stated in the Placement Document dated March 26, 2024 and November 11, 2024.

h. Certificate from Company Secretary in Practice on Non-Disqualification of Directors of the Company

A certificate issued by Mr. Virendra G. Bhatt, Practicing Company Secretary, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such Statutory Authority is annexed herewith as a part of the Report.

i. Instances where the Board had not accepted any recommendation of any Committee of the Board which is mandatorily required, in the relevant financial year and reasons for the same

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

j. Total Fees for all services paid to the Statutory Auditors

The total fees for all the services paid by the Company and its Subsidiaries, on a Consolidated basis, to MSKC & Associates LLP, Statutory Auditors of the Company and all entities in the network firm/ network entity of which Statutory Auditors is a part are as follows:

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(₹ in Crore)

Particulars	Wockhardt Limited	Wockhardt Infrastructure Development Limited(‘WIDL’)	Wockhardt Holding Corp
StatutoryAudit Fees	1.30	0.05	0.40
Tax Audit Fees	0.14	0.02	0
Fees for Other Services	0.01	–	0
Out-of-pocket expenses	0.10	0.00*	0
Total Auditors’ Remuneration	1.54	0.07	0.40

• ₹ 20,000.

k. Disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

There were no complaints received by the Internal Committee set up by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

l. Loan to Directors

During the year under review, neither the Company nor any of its subsidiaries have given any loan or advances in the nature of loan to any Director or any Firm/ Companies in which such Directors are interested.

m. Disclosure of Accounting Treatment

The Company has prepared the Financial Statements for the year in compliance with the Ind AS notified by the Ministry of Corporate Affairs. The Significant Accounting Policies, which are consistently applied in preparation of the financial statements as per Ind AS, have been set out in the notes to Financial Statements.

n. CEO/ CFO Certification

In terms of requirements of Regulation 17(8) of the SEBI Listing Regulations read with Part B of Schedule II thereunder, Dr. Murtaza Khorakiwala, Managing Director and Mr. Deepak Madnani, Chief Financial Officer have furnished certificate to the Board in the prescribed format for the year ended March 31, 2025. The certificate has been reviewed by the Audit Committee and taken on record by the Board at the meeting held on May 29, 2025.

o. Prohibition of Insider Trading

The Company has in place a ‘Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons’ (hereinafter referred to as ‘Code’) which was amended and approved in the Board meeting held on February 13, 2023. This Code is made applicable to cover Promoters, Directors, Functional Heads and such other Designated Employees of the Company (‘Designated Persons’) who are expected to have access to Unpublished Price Sensitive Information related to the Company. The trading window is closed from the end of each quarter till 48 hours after the conclusion of the Board Meeting for consideration of quarterly results and during occurrence of any material events as per the Code. Further, with effect from October 1, 2023, SEBI has mandated restricting trading by Designated Persons by freezing PAN at security level. The Designated Persons are also restricted from entering the opposite transaction i.e. buy or sell any number of shares within the next 6 (six) months following the prior transaction (‘Contra Trade’).

Pursuant to Clause 10 of the Code, every Designated Person is required to disclose to the Company on an annual basis, the details of securities of the Company held by him and his immediate relatives as on March 31 of every year in the format that is available on the intranet of the Company. The Company also circulates the Do’s and Don’ts required to be observed under the Code/ SEBI Regulations by the Designated Persons periodically for reference.

The Company has also implemented the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 applicable with effect from July 17, 2020 and Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 applicable with effect from October 29, 2020 along with adoption of all the requisite policies.

p. Compliance with Corporate Governance Report

The Company has complied with all the applicable provisions of Para (2) to (10) of Para C of Schedule V to the SEBI Listing Regulations in relation to Corporate Governance Report.

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q. Co ~~d~~ e of Conduct

~~The Company ha~~ s laid down a ‘Code of Business Conduct and Ethics’ for the Directors and the Senior Management. The Code includes the terms of reference, role and duties of Independent Directors as laid down in Schedule IV of the Act. The said Code is available on the website of the Company https://www.wockhardt.com/wp-content/ uploads/2023/07/code-of-business-conduct-and-ethics.pdf.

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2025. A declaration to this effect signed by Dr. Murtaza Khorakiwala, Managing Director is annexed to this Report.

IX. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of theyear	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of theyear	Number of shareholders who approached issuer for transfer of shares from suspense account during theyear	Number of shareholders who approached issuer for transfer of shares from suspense account during theyear	Number of shareholders to whom shares were transferred from suspense account during theyear	Number of shareholders to whom shares were transferred from suspense account during theyear	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of theyear	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of theyear
No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares
35	6,600	0	0	0	0	35	6,600

Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

X. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

There is no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

For and on behalf of Board of Directors Wockhardt Limited

Dr. Habil Khorakiwala Chairman DIN: 00045608

Place: Mumbai Date: May 29, 2025

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AFFIRMATION OF COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS

Pursuant to the requirements of Regulation 34(3) and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that the Company has received affirmations on compliance with ‘Code of Business Conduct and Ethics’ of the Company for the Financial Year ended March 31, 2025 from all Board members and the Senior Management Personnel.

For Wockhardt Limited

Dr. Murtaza Khorakiwala Managing Director DIN: 00102650

Place: Mumbai Date: May 29, 2025

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CERTIFICA ~~T~~ E OF CORPORATE GOVERNANCE

To,

The Members of Wockhardt Limited

I have examined the compliance of Corporate Governance by Wockhardt Limited (‘the Company’) for the year ended March 31, 2025, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) as referred to in Regulation 15(2) of the SEBI Listing Regulations for the year ended March 31, 2025.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. My examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring the Compliance with the conditions of Corporate Governance as stipulated in the said Regulations. It is neither an audit nor an expression of Corporate Governance as stipulated in the above-mentioned SEBI Listing Regulations, as applicable.

In my opinion and to the best of my information and according to the explanation given to me and based on the representations made by the Management, I certify that the Company has, prima facie, complied with the conditions of Corporate Governance as stipulated in the above-mentioned SEBI Listing Regulations, as applicable.

I further state that such compliance is neither an assurance to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Virendra G. Bhatt Practicing Company Secretary ACS No.: 1157/COP No.: 124 Peer Review Cert. No.: 6489/2025

Place: Mumbai Date : June 19, 2025 UDIN: A001157G000632920

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of

Wockhardt Limited

Wockhardt Research Centre, D-4, M.I.D.C. Chikalthana, Aurangabad - 431006, Maharashtra, India.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of the Wockhardt Limited having CIN: L24230MH1999PLC120720 and having registered office at Wockhardt Research Centre, D-4, M.I.D.C. Chikalthana, Aurangabad – 431006, Maharashtra, India (hereinafter referred to as “the Company”), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub-clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its Officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on March 31, 2025 have been disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs:

Exchange	Board of India and Ministry of Corporate Afairs:
Sr. No.	Name of the Director	DIN	Date of Appointment
1.	Habil Fakhruddin Khorakiwala	00045608	08/07/1999
2.	Murtaza Habil Khorakiwala	00102650	29/06/2009
3.	Huzaifa Habil Khorakiwala	02191870	29/06/2009
4.	Zahabiya Habil Khorakiwala	00102689	30/10/2017
5.	Vinesh Kumar Jairath	00391684	10/11/2016
6.	Akhilesh Krishna Gupta	00359325	29/08/2020
7.	Amelia Fernandes	08821072	18/07/2023
8.	Javed Ahmad	08668304	28/05/2024

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the Management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Virendra G. Bhatt Practicing Company Secretary ACS No.: 1157 / COP No.: 124 Peer Review Cert. No.: 6489/2025 UDIN: A001157G000190896

Date : April 24, 2025 Place: Mumbai

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NOTES

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Bankers (Indian Operations)

• State Bank of India

• Punjab National Bank

• IDBI Bank Limited

• ICICI Bank Limited

• Bank of Baroda

Auditors

• M S K C & Associates LLP (Formerly known as M S K C & Associates)

Solicitors

• Cyril Amarchand Mangaldas

• Khaitan & Co., LLP

• DSK Legal

• Kelley Drye & Warren LLP

Registered Office

D-4 MIDC Chikalthana Chhatrapati Sambhajinagar-431006 India CIN: L24230MH1999PLC120720 Phone: 91-240-6694444 Fax: 91-240-2489219 Website: www.wockhardt.com

• Duane Morris LLP

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ANNUAL REPORT 2024-2025

Introducing

BREAKTHROUGH INNOVATION in CABP treatment

Bridging > 30 Years of Innovation Gap with A New Macrolide for Managing CABP Caused by Multidrug-Resistant Pathogens[1]

==> picture [459 x 226] intentionally omitted <==

----- Start of picture text -----

Nafithromycin
Wockhardt (India)
Erythromycin Azithromycin
Eli Lilly (USA) [2] Pfizer (USA) [4] 2025
Roxithromycin
Clarithromycin
Roussel Uclaf
Taisho Pharma
(France) [3]
(Japan) [4]
Higher lung Achieved Ultra short,
exposure than 97% comparable cure 3 once-a-day
[8] TIMES Azithromycin [5,6] CURE RATE rate vs Moxifloxacin [7] DAY oral therapy
1987 1990
1952 1988
----- End of picture text -----*

*MIQNAF® Prescribing information, Wockhardt Limited, 03/2025.

1. Bhawsar, S. et al. Med Chem Res 33, 1715–1733 (2024). | 2. US 2653899, Bunch RL et al published 29 September 1953, assigned to Eli Lilly and Company. | 3. Fischer J et al. p. 498. ISBN 9783527607495. | 4. Greenwood D (2008) et al Oxford: Oxford University Press. p. 239. ISBN 978-0-19-953484-5. | 5. Rodvold KA et al Antimicrob Agents Chemother. 2017 Aug 24;61(9):e01096-17. | 6. Rodvold KA et al. Clin Pharmacokinet. 2011 Oct;50(10):637-64. | 7. Phase 3 Study, Presented at CIDSCON 2024, August 15th to 18th, Hyderabad , P101 MIQNAF® Prescribing information, Wockhardt Limited, 03/2025. | CABP - Community Acquired Bacterial Pneumonia

© Copyright by Wockhardt

This document is intended solely for the use of Wockhardt Ltd ("Company"). Any unauthorized copying, usage, publication, distribution, or reproduction of any part of this document without explicit consent from the Company is strictly prohibited. The said documents should be returned promptly upon request by the Company. It is important to adhere to the confidentiality clause to avoid potential legal consequences for any individual or organization found breaching the privacy of this data. This information constitutes an indirect, unadjusted comparison predicated on available scientific literature, rather than direct head-to-head studies. It delineates anticipated differences in treatments and postulates variations based on data. This information does not constitute definitive guidance for treatment decisions. The data represents an extrapolation of existing studies, potentially subject to bias and inaccuracies due to confounders and population mismatches. Interpret conclusions with caution and do not substitute them for professional medical advice. Healthcare providers must exercise their clinical expertise and consider patient-specific circumstances when making treatment decisions. This information is intended solely for informational purposes and does not constitute an endorsement of any specific treatment or medication. Always refer to relevant clinical guidelines and peer-reviewed literature for the latest information. To be sold by retail on prescription of Specialist only.

WOCKHARDT WORLDWIDE

GLOBAL HEADQUARTERS

REGISTERED OFFICE

Wockhardt Limited Wockhardt Towers Bandra Kurla Complex Bandra (East), Mumbai-400051 Maharashtra, India Tel: +91 22 26534444

Wockhardt Bio AG

Grafenauweg 6 6300 ZUG, Switzerland Tel: +41 41 7275220

Wockhardt Limited

D-4, MIDC, Chikalthana Maharashtra-431006, India Tel: 91 240 6694444 Fax: 91 240 2489219

RESEARCH CENTRES

Wockhardt Research Centre D-4, MIDC, Chikalthana Maharashtra-431006, India Tel: 91 240 6694444 Fax: 91 240 2489219

CP Pharmaceuticals Limited

Ash Road, North Wrexham Industrial Estate Wrexham, LL13 9UF Wales, UK Tel: +44 1978 661261

MANUFACTURING PLANTS

Wockhardt Limited B-15/2, MIDC Waluj Maharashtra-431136, India Tel: +91 240 6636400

Wockhardt Limited

H-14/2, MIDC Area Waluj Maharashtra-431136, India Tel: +91 240 6664444

Wockhardt Limited

L-1, MIDC, Chikalthana Maharashtra-431210, India Tel: +91 240 6637444

Wockhardt Limited

E-1/1, Wockhardt Infrastructure Development Limited Five Star Industrial Estate, MIDC Shendra, Maharashtra-431154, India Tel: +91 240 6662222/6662008

Wockhardt Limited

87-A, Silver Industrial Estate Bhimpore, Nani Daman Daman-396210, India Tel: +91 260 7126500

Wockhardt Limited

106-4/5/7, Daman Industrial Estate Kadaiya, Nani Daman Daman-396210, India Tel: + 91 260 6633200

Wockhardt Limited

138, GIDC Estate Ankleshwar-393002 Gujarat, India Tel: +91 2646 661400

Wockhardt Limited

Village Kote Baggu, Ludhiana Ferozpur Road, Jagraon - 142026 Ludhiana Punjab, India Tel: +91 1624 227080

CP Pharmaceuticals Limited

Ash Road, North Wrexham Industrial Estate Wrexham, LL13 9UF Wales, UK Tel: +44 1978 661261

Pinewood Healthcare

Ballymacarbry, Clonmel Co. Tipperary, Ireland Eircode: E91 D434 Tel: +353 52 6186000

Pinewood Laboratories Limited

Unit 1, M50 Business Park Ballymount, Dublin 12 Eircode: D12 K6C5 Tel: (00 353) 01 456 9123/4

Wockhardt Bio AG

Plot No. S60302, Street S1500 JAFZA South, Dubai, U.A.E Tel: +971 48895524

www.wockhardt.com | CIN: L24230MH1999PLC120720