Wockhardt Ltd — Interim / Quarterly Report 2022

Aug 12, 2022

Ref. No.: WOCK/SEC/SE/2022-23/034

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12[th] August, 2022

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

Sub: Monitoring Agency Report for the quarter ended 30[th] June, 2022

Dear Sir/Madam,

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 82 (4) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed Monitoring Agency Report for the quarter ended 30[th] June, 2022, issued by Care Ratings Limited, duly reviewed and taken on record by the Board of Directors & Audit Committee of the Company.

Further, we hereby confirm that there has been no deviation in the utilisation of Issue proceeds from the objects as stated in the Letter of Offer for Rights Issue dated 4[th] March 2022.

Kindly take the above information on record.

Thanking you,

for Wockhardt Limited

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Debashis Dey Company Secretary

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No. CARE/HRO/GEN/2022-23/1006

Shri Deepak Madnani Chief Financial Officer

Wockhardt Limited

Wockhardt Towers, Bandra Kurla Complex, Bandra East, Mumbai Maharashtra 400051

August 10, 2022

Dear Sir,

- Monitoring Agency Report for the quarter ended June 30, 2022 in relation to the Rights Issue of Wockhardt Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs. 748.00 crore of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30, 2022 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated March 04, 2022.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Naveen Kumar Dhondy

Associate Director

dnaveen.kumar@careedge.in

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Report of the Monitoring Agency

Name of the issuer: Wockhardt Limited For quarter ended: June 30, 2022 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil

• (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Naveen Kumar Dhondy Designation of Authorized person/Signing Authority: Associate Director

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1) Issuer Details:

Name of the issuer Name of the promoter Industry/sector to which it belongs

: Wockhardt Limited

: Dr. Habil F. Khorakiwala & Humuza Consultants : Pharmaceuticals

2) Issue Details

Issue Period Type of issue (public/rights) Type of specified securities IPO Grading, if any Issue size (in `crore)

: March 15, 2022 to March 22, 2022 : Rights issue : Equity shares : Not applicable : Rs. 748.00 crore (Note 1)

Note 1:

Particulars	Remarks
Total shares issued and subscribed as part of rights issue	3,32,44,650
Total proceeds received from rights issue (in Rs.)	7,48,00,46,250.00
Details of expenses incurred related to rights issues (in Rs.)	5,49,74,848.05
Net proceeds available for utilisation (in Rs.)	7,42,50,71,401.95

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Chartered Accountant certificate*, Bank statement	Yes	Yes
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	Not applicable	Not applicable	Not applicable	Not applicable
Whether the means of finance for the disclosed objects of the issue have changed?	Not applicable	Not applicable	Not applicable	Not applicable
Is there any major deviation observed over the earlier monitoring agency reports?	Not applicable	Not applicable	Not applicable	Not applicable
Whether all Government/statutory approvals related to the object(s) have been obtained?	Not applicable	Not applicable	Not applicable	Not applicable
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Not applicable	Not applicable	Not applicable	Not applicable
Are there any favorable/unfavorable events affecting the viability of these object(s)?	No	Not applicable	No	No
Is there any other relevant information that may materially affect the decision making of the investors?	No	Not applicable	No	No

• Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated August 08, 2022

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Where material deviation may be defined to mean:

• a) Deviation in the objects or purposes for which the funds have been raised b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost (as per the Offer Document) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of firm arrangeme nts made
1	Repayment, in full or part, of certain subordinated debt and certain outstanding borrowings (including interest) availed by the Company	Chartered Accountant certificate*, Bank statements, Offer Document	590.00	Not applicable	In line with the objects in letter of offer	N/A	N/A	N/A
2	General corporate purposes (GCP)	Chartered Accountant certificate*, Bank statements, Offer Document, Income Tax challan	152.00	152.51	Savings in expenses related to rights issue utilised towards GCP as per the provision in letter of offer	N/A	N/A	N/A
Total			742.00	742.51

• Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated May 10, 2022

(ii) Progress in the objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Amount as proposed in the Offer Document in Rs. Crore	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors
				As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore			Reasons for idle funds	Proposed course of action
						At the end
						of the
						quarter in
						Rs. Crore
1	Repayment, in full or part, of certain subordinated debt and certain outstanding borrowings (including interest) availed by the Company	Chartered Accountant certificate*, Bank statements, Offer Document	590.00	500.00	90.00~	590.00	In line with the objects in letter of offer	N/A	N/A
2	General corporate purposes	Chartered Accountant certificate*, Bank statements,	152.00	55.40	97.11	152.51	Savings in expenses related to rights issue utilised	N/A	N/A

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Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Amount as proposed in the Offer Document in Rs. Crore	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors
				As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore			Reasons for idle funds	Proposed course of action
						At the end
						of the
						quarter in
						Rs. Crore
		Offer Document, Income Tax challan, Electricity bill paid					towards GCP as per the provision in letter of offer
Total			742.00	555.40	187.11	742.51

• Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated August 08, 2022 ~ Rs. 84.15 crore paid towards unsecured borrowings and Rs. 5.85 crore paid towards secured borrowing

(iii) Deployment of unutilised rights issue proceeds: Not applicable as entire proceeds from the rights issue have been utilized as on June 30, 2022.

Sr. No.	Type of instrument and name of the entity invested in	Amount invested	Maturity date	Earning	Return on Investment (%)	Market Value as at the end of quarter
Not applicable	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable

(iv) Delay in implementation of the object(s)

				Comments of the Board of	Comments of the Board of
	Completion Date
			Delay (no.	Directors
Objects	As per the		of days/
				Reason of	Proposed course
	offer	Actual	months)
				delay	of action
	document
Repayment, in full or part, of certain subordinated debt and certain outstanding borrowings (including interest) availed by the Company	31st March 2023	30th June 2022	NA	N/A	N/A
General corporate purposes	31st March 2023	30th June 2022	NA	N/A	N/A

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr. No			Source of information / certifications considered by Monitoring Agency for preparation of report		Comments of the Board of Directors
		Amount
				Comments of
	Item Head^	in Rs.
				Monitoring Agency
		Crore
1	Vendor – raw material/packing material expenses	67.34	Chartered Accountant certificate*, Bank statement	Amount of Rs. 97.11 crore utilised under various item heads are as per the provisions of letter of offer. Section from the letter of offer related to GCP is presented below.	N/A
2	Tax	9.55	Chartered Accountant certificate*, Bank statement, Income Tax challan
3	Salary	18.04	Chartered Accountant certificate*, Bank statement
4	Electricity	2.18	Chartered Accountant certificate*, Bank statement, Electricity bill
	Total	97.11

• Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated August 08, 2022

^Section from the offer document related to GCP:

“Our Company intends to deploy the balance Net Proceeds aggregating to ₹ 152.00 crore towards general corporate purposes, provided that the amount to be utilized for general corporate purposes shall not exceed 25% of the Net Proceeds. Such utilisation towards general corporate purposes shall be to drive our business growth,

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including, amongst other things, brand building and other marketing expenses, acquiring assets, such as furniture and fixtures, and vehicles, meeting any expenses incurred in the ordinary course of business by the Company, including salaries and wages, rent, administration expenses, insurance related expenses, and the payment of taxes and duties, repair, maintenance, renovation and upgradation of our existing facilities, strategic initiatives, leasehold improvements, meeting of exigencies which our Company may face in the course of any business and any other purpose as permitted by applicable laws, subject to meeting regulatory requirements and obtaining necessary approvals / consents, as applicable and other purpose as permitted by applicable laws and as approved by our Board or a duly appointed committee thereof for funding growth opportunities.”

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