Your Directors are pleased to present the Thirtieth Annual Report (Integrated) and the Audited Financial Statements of Zydus Lifesciences Limited (“the Company”) for the Financial Year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under section 133 of The Companies Act, 2013 (“the Act”), read with rule 7 of The Companies (Accounts) Rules, 2014 (“the Accounts Rules”).

Pursuant to and in compliance with the provisions of section 134(3) read with rule 8 of the Accounts Rules, the standalone and consolidated financial performance of the Company for the Financial Year ended on March 31, 2025, is summarized below:

The Company proposes to retain an amount of ' 187,942.00 million (Rupees One Lakh Eighty Seven Thousand Nine Hundred Forty Two Million only) in the Statement of Profit and Loss. The Company proposes not to transfer any amount to general reserve on declaration of dividend.

RESULTS OF OPERATIONS:

During the Financial Year ended on March 31, 2025, the consolidated revenue from operations and other income was ' 235,110.00 million (Rupees Two Lakh Thirty Five Thousand One Hundred Ten Million only). The Company has achieved consolidated PBT from continuing operations of ' 60,267.00 million (Rupees Sixty Thousand Two Hundred Sixty Seven Million only) and consolidated PAT (from continuing and discontinued operations) of ' 46,726.00 million (Rupees Forty Six Thousand Seven Hundred Twenty Six Million only). The Company achieved a consolidated total Comprehensive Income of ' 45,726.00 million (Rupees Forty Five Thousand Seven Hundred Twenty Six Million only). The consolidated EPS on continuing and discontinued operations for the Financial Year ended on March 31, 2025, was ' 44.97 (Rupees Forty Four and Paise Ninety Seven).

During the Financial Year ended on March 31, 2025, the standalone revenue from operations and other income was ' 158,125.00 million (Rupees One Lakh Fifty Eight Thousand One Hundred Twenty Five Million only). The Company has achieved standalone PBT of ' 74,447.00 million (Rupees Seventy Four Thousand Four Hundred Forty Seven Million only) and standalone PAT of ' 57,749.00 million (Rupees Fifty Seven Thousand Seven Hundred Forty Nine Million only). The Company achieved a standalone total Comprehensive Income of ' 57,813.00 million (Rupees Fifty Seven Thousand Eight Hundred Thirteen Million only). The standalone EPS for the Financial Year ended on March 31, 2025, was ' 57.39 (Rupees Fifty Seven and Paise Thirty Nine).

At a consolidated level, the Company has net cash of ' 48,836.00 million (Rupees Forty Eight Thousand Eight Hundred Thirty Six Million only). The Company's principal sources of liquidity are the cash flow generated from business operations, cash and cash equivalents and liquid investments and the Company maintains sufficient cash liquidity to meet its fund requirements.

The Company has robust processes and systems, which facilitate continuous monitoring and control over receivables, inventories and other parameters.

SHARE CAPITAL:

As at March 31, 2025, the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company was as under:

A. Authorized Share Capital:

' 172.50 million (Rupees One Hundred Seventy Two Million Five Hundred Thousand only) divided into 172.50 million

(One Hundred Seventy Two Million Five Hundred Thousand) equity shares of ' 1/- (Rupee One only) each.

B. Issued, Subscribed and Paid-up Share Capital:

' 1,006,233,990 (Rupees One Thousand Six Million Two Hundred Thirty Three Thousand Nine Hundred Ninety only) divided into 1,006,233,990 (One Thousand Six Million Two Hundred Thirty Three Thousand Nine Hundred Ninety) equity shares of ' 1/- (Rupee One only) each fully paid-up.

DIVIDEND:

Your Directors have recommended a final dividend of ' 11/-(Rupees Eleven only) (i.e. 1,100%) per equity share of ' 1/-(Rupee One only) each for the Financial Year ended on March 31, 2025. The final dividend, if declared by the members at the ensuing Annual General Meeting (“AGM”), will result into cash outflow of ' 11,068.57 million (Rupees Eleven Thousand Sixty Eight Million Five Hundred Seventy Thousand only) and will be paid to those members, whose names stand registered in the Register of Members on Friday, July 25, 2025, i.e. the record date. In respect of shares held in dematerialized mode, it will be paid to the members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as beneficial owners. The Dividend Payout Ratio for the Financial Year ended on March 31, 2025, is 24.46% of the consolidated profits.

As per the provisions of the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the members. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.

Pursuant to and in compliance with regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company has formulated Dividend Distribution Policy, which is approved by the Board of Directors (“the Board”) and is uploaded on Company's website and the weblink of the same is provided in a separate section of Corporate Governance Report on Page No. 226, which forms a part of this Integrated Annual Report.

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

SECRETARIAL STANDARDS:

The Company is in compliance with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by The Institute of Company Secretaries of India (“the ICSI”).

MANAGEMENT DISCUSSION AND ANALYSIS (“MDA”):

Pursuant to and in compliance with the provisions of regulation 34(2)(e) read with Part B of Schedule V of the Listing

Regulations, MDA for the Financial Year ended on March 31, 2025, is presented in a separate section which forms a part of this Integrated Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to and in compliance with the provisions of Ind AS-110 on Consolidation of Financial Statements read with Ind AS-28 on Accounting for Investments in Associates and Joint Ventures and as prescribed under the provisions of the Act read with Schedule III of the Act and Rules framed thereunder and the Listing Regulations, the Audited Consolidated Financial Statements are provided in the Integrated Annual Report, which show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate companies and its subsidiary companies after elimination of minority interest, as a single entity.

SUBSIDIARY AND JOINT VENTURE COMPANIES:

The Company has 18 (eighteen) Indian subsidiary companies (including 8 (eight) step down subsidiaries), 34 (thirty four) foreign subsidiary companies (including 23 (twenty three) step down subsidiaries) and 4 (four) joint venture companies as at March 31, 2025. In terms of rule 8(5) of the Accounts Rules, during the Financial Year ended on March 31, 2025, there has been no material change in the nature of business of the Company, subsidiary companies and joint venture companies. There is 1 (one) partnership firm in the group, in which 2 (two) subsidiary companies of the Company are the partners. More details are provided in the Audited Standalone Financial Statements. During the Financial Year ended on March 31, 2025, the Board reviewed the performance / affairs of the subsidiary companies.

Pursuant to and in compliance with the provisions of section 134(3) of the Act, read with rule 8(5) of the Accounts Rules, the details of changes in subsidiary and / or joint venture companies are as under:

i. Zydus Animal Health and Investments Limited (“ZAHL”), a wholly owned subsidiary of the Company, entered into a Share Purchase Agreement (“SPA1”) on May 31, 2024, amongst Zydus Hospitals and Healthcare Research Private Limited (“ZHHRPL”), ZAHL and Zydus Medtech Private Limited (“ZMPL”) for acquiring 10,000 (Ten Thousand) equity shares of ' 10/- (Rupees Ten only) each fully paid-up (“the Sale Shares1”) of ZMPL, representing 100% of the paid-up share capital, from ZHHRPL at a consideration of ' 0.10 million (Rupees One Hundred Thousand only). Said transaction of acquisition of the Sale Shares1 was consummated on May 31, 2024. In view of the same, ZMPL became a wholly owned subsidiary of ZAHL.

Later on, the Company entered into a Share Purchase Agreement (“SPA2”) on March 11, 2025, amongst the Company, ZMPL and ZAHL for acquiring 24,500,000

(Twenty Four Million Five Hundred Thousand) equity shares ' 10/- (Rupees Ten only) each fully paid-up (“the Sale Shares2”) of ZMPL, representing 100% of the paid-up share capital, from ZAHL at a consideration of ' 245 million (Rupees Two Hundred Forty Five Million only). Said transaction of acquisition of the Sale Shares2 was consummated on March 11, 2025. In view of the same, ZMPL became a direct wholly owned subsidiary of the Company.

ii. ZAHL entered into a Share Purchase and Share Subscription Agreement (“SPA3”) amongst ZAHL, Perfect Day Inc., a Temasek portfolio company (“PDI”) and Sterling Biotech Limited (“SBL”) on August 23, 2024, for acquiring 3,216,730,980 (Three Thousand Two Hundred Sixteen Million Seven Hundred Thirty Thousand Nine Hundred Eighty) equity shares of ' 1/- (Rupee One only) each fully paid-up (“the Sale Shares3”) of SBL, representing 50% of the paid-up share capital, at a consideration of ' 5,500 million (Rupees Five Thousand Five Hundred Million only) subject to certain adjustments with respect to cash and debt (including debt like items) as mentioned in the SPA3, from PDI as per the terms and conditions mentioned in the SPA3. Said transaction of acquisition of the Sale Shares3 was consummated on August 29, 2024. In view of the same, SBL became a joint venture company of ZAHL.

iii. The Company entered into a Business Transfer Agreement (“BTA ” ) on September 17, 2024, to purchase the API business (“the Target Business”) of SBL, on a going concern basis, on slump sale basis, without values being assigned to individual assets and liabilities, on cash-free and debt-free basis at a pre-defined lump-sum consideration of ' 840 million (Rupees Eight Hundred Forty Million only), subject to certain conditions precedent and closing date adjustments as provided in the BTA, with effect from such date, and in such manner and on the terms and conditions as mentioned in the BTA. Said transaction of acquisition is expected to be consummated by September 30, 2025.

iv. Pursuant to Certificate of Merger dated October 23, 2024, Nesher Pharmaceuticals (USA) LLC USA, (“Nesher”) got merged with Zydus Pharmaceuticals USA Inc., USA (“ZPUI”). The said merger was effective from October 25,

2024.

Nesher was the wholly owned subsidiary of ZPUI, which in turn is the wholly owned subsidiary of the Company. Nesher was not the material subsidiary of the Company and did not have any business activity at the time of merger. Merger of Nesher did not affect the business operations of the Company.

v. Zydus Wellness Limited (“ZWL”), a listed subsidiary of the Company, entered into Share Purchase Agreement (“SPA4”) with the promoters and other shareholders of

Naturell (India) Private Limited (“NIPL”) on October 30, 2024, for acquiring 15,078,605 (Fifteen Million Seventy Eight Thousand Six Hundred Five) equity shares of ' 1/-(Rupee One only) each fully paid-up (“the Sale 5hares4”) representing 100% of the paid-up share capital, at a consideration of ' 3,900 million (Rupees Three Thousand Nine Hundred Million only) and subject to the terms and conditions as mentioned in the SPA4. Said transaction of acquisition of the Sale Shares4 was consummated on December 2, 2024. In view of the same, NIPL became the wholly owned subsidiary of ZWL.

vi. ZAHL entered into a Share Purchase Agreement (“SPA5”) with Rising Sun Holdings Private Limited (“RSHPL”) and Mylab Discovery Solutions Private Limited (“Mylab”) for acquiring 6,506,500 (Six Million Five Hundred Six Thousand Five Hundred) equity shares of face value of ' 1/- (Rupee One only) each fully paid-up, at an agreed consideration of ' 1,060 million (Rupees One Thousand Sixty Million only) representing 6.5% of the total paid-up share capital (“the Sale Shares5”) of Mylab from RSHPL. The said transaction of acquisition of the Sale Shares5 was consummated on September 18, 2023.

Later on, pursuant to the terms and conditions of the SPA5, on December 16, 2024, ZAHL exercised its Put Option right to sell the Sale Shares5 back to RSHPL and RSHPL agreed to acquire the Sale Shares5 at the original consideration amount i.e. ' 1,060 million (Rupees One Thousand Sixty Million only). In view of the same, ZAHL ceased to hold any shares of Mylab.

vii. The Company entered into a Put Option Agreement, Share Purchase Agreements, and other agreements on March 11, 2025, for acquiring, directly or through its affiliates, a controlling stake i.e. 85.60% equity shares (“Block Acquisition”) of Amplitude Surgical SA, France (“Amplitude”) from the existing shareholders at a price of Euro 6.25 per equity share aggregating to a consideration value of Euro 256.80 million (Euro Two Hundred Fifty Six Million Eight Hundred Thousand only). Subject to closing of the Block Acquisition as mentioned hereinabove, the Company would file a mandatory simplified cash tender offer for all the remaining shares in Amplitude, at the same purchase price of Euro 6.25 per equity share of Amplitude, at an aggregate consideration of Euro 43.20 million (Euro Forty Three Million Two Hundred Thousand only). If the conditions are met at the end of the tender offer, the Company intends to proceed with a compulsory acquisition of the remaining shares from the minority shareholders (squeeze-out) and to delist Amplitude. Post completion of the mandatory tender offer, the Company intends to control the entire 100% equity shares of Amplitude. Based on above, the total consideration for entire 100% equity share capital of Amplitude would work out to Euro 300.00

million (Euro Three Hundred Million only). Said transaction of acquisition of shares of Amplitude will be completed subject to the relevant regulatory approval process. It is expected that the Block Acquisition would be completed, and the mandatory simplified cash tender offer would be filed with the Autorite des Marches Financiers after the regulatory approvals are obtained, by December 2025. The opening of the subsequent tender offer will then remain subject to the AMF's clearance decision.

Pursuant to the provisions of section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection. Pursuant to and in compliance with the provisions of sections 129, 134 and 136 of the Act and Rules framed thereunder and regulation 33 of the Listing Regulations, the Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Pursuant to and in compliance with the provisions of section 129(3) of the Act and rules 5 and 8(1) of the Accounts Rules, a statement containing the salient features of the financial statements of its subsidiary and the joint venture companies is attached to the Audited Financial Statements in prescribed Form No. AOC-1. The statement also provides details of the performance and the financial position of the subsidiary and the joint venture companies. The consolidated financial statements presented in this Integrated Annual Report include financial results of the subsidiary and joint venture companies. Copies of the financial statements of the subsidiary companies is available on the website of the Company in the investor zone and can be accessed by using the link www.zyduslife.com. Pursuant to and in compliance with the provisions of regulation 46(2)(h) of the Listing Regulations, the policy relating to material subsidiaries, prepared in compliance with regulation 16(1)(c) of the Listing Regulations, is uploaded on Company's website and the weblink of the same is provided in a separate section of Corporate Governance Report on Page No. 226, which forms a part of this Integrated Annual Report.

As per the Company's policy to determine material subsidiary companies, read with the provisions of the Act and the Listing Regulations, Zydus Healthcare Limited (“ZHL”), Zydus Wellness Limited (“ZWL”), Zydus Wellness Products Limited (“ZWPL”), Zydus Animal Health and Investments Limited (“ZAHL”) and Zydus

Pharmaceuticals USA Inc., USA (“ZPUI”) are the material subsidiary companies of the Company, the details of which are provided in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

Pursuant to and in compliance with the provisions of regulation 24(1) of the Listing Regulations, Mr. Bhadresh K. Shah, Independent Director (“ID”), is nominated on the Board of ZHL and ZPUI. The Company is not required to nominate ID on the Board of ZAHL, ZWL and ZWPL. Pursuant to and in compliance with the provisions of section 134 of the Act and rule 8(1) of the Accounts Rules, the details of the performance of subsidiary and joint venture companies of the Company are covered in the MDA and Audited Financial Statements.

Your Company funds its subsidiary companies, from time to time, in the ordinary course of business and as per their funding requirements, through equity / preference shares, loan and / or other means for their business purposes.

INTEGRATED ANNUAL REPORT:

The Company believes in value creation and Integrated Annual Report is an effective tool to explore value creation by focusing on the Company's strategy, performance and governance based on various forms of capital i.e. financial capital, human capital, manufacturing capital, social capital, intellectual capital and natural capital. The Integrated Annual Report contains financial and non-financial information about the Company and helps various stakeholders to get a better understanding of the current position and long-term perspective of the Company which will enable them to take informed decisions. The Integrated Annual Report focuses on driving authentic, comprehensive and meaningful information covering all aspects of the Company's performance.

CORPORATE GOVERNANCE REPORT:

Pursuant to and in compliance with the provisions of regulation 34(3) read with Part C of Schedule V of the Listing Regulations, a report on Corporate Governance forms part of this Integrated Annual Report. Pursuant to and in compliance with the provisions of Part E of Schedule V of the Listing Regulations, a certificate confirming compliance with the conditions of corporate governance issued by Manoj Hurkat & Associates, Practicing Company Secretaries, is annexed to the Corporate Governance Report.

INSURANCE:

The Company's plants, properties, equipments and stocks / inventory are adequately insured against all major risks. The Company has insurance cover for product liability and clinical trials. Pursuant to and in compliance with the provisions of regulation 25(10) of the Listing Regulations, the Company has taken the Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits from its members or public as per the provisions of sections 73 and 74 of the Act read with Rules framed thereunder and as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

COST ACCOUNTS AND RECORDS:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

FRAUDS:

During the Financial Year ended on March 31, 2025, the statutory auditors, the cost auditors and the secretarial auditors have not reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered into by the Company during the Financial Year ended on March 31, 2025, with related parties were in the ordinary course of business, on an arm's length basis, in accordance with the policy on related party transactions and had no conflict with the interest of the Company. All related party transactions are placed before the Audit Committee on a quarterly basis for review and approval. Pursuant to and in compliance with the provisions of section 134(3)(h) of the Act read with rule 8(2) of the Account Rules, and the Listing Regulations, disclosure of particulars of material transactions (i.e. transactions exceeding ' 10,000 million (Rupees Ten Thousand Million only) or 10% (ten percent) of the annual turnover as per the last Audited Consolidated Financial Statements) with ZPUI entered into by the Company is annexed to this report as Annexure-“A”, which is in the prescribed Form No. AOC-2. Disclosures on related party transactions as per Ind-AS 24 are set out in Note No. 41 of the Audited Standalone Financial Statements.

As a part of the Company's annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amounts of transactions to be executed and other relevant details, are approved by the Audit Committee and the Board.

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

Pursuant to and in compliance with the provisions of regulation 46(2)(g) of the Listing Regulations, the weblink to view the policy on materiality of related party transactions and dealing with related party transactions is provided in a separate section of Corporate Governance Report on Page No. 226, which forms a part of this Integrated Annual Report.

Pursuant to and in compliance with the provisions of regulation 23(9) of the Listing Regulations, the Company has filed the related party transactions with the stock exchanges on the date of disclosing the standalone and consolidated financial results.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As at March 31, 2025, your Company's Board is comprised of 9 (nine) Directors who have considerable experience in their respective fields, the details of which are provided in the below table:

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

i. Appointment / cessation of IDs:

Based on the recommendation of the Nomination and Remuneration Committee (“the NRC”) and the Board, the members at the Twenty Ninth AGM held on August 9, 2024, passed the special resolution to appoint Ms. Shelina P. Parikh (DIN: 00468199) as an ID for the first term of 5 (five) consecutive years w.e.f. May 17, 2024.

At the time of the appointment of Ms. Shelina P. Parikh, based on her experience, expertise (including proficiency) and integrity, the Board formed an opinion that the said appointment is in the best interest of the Company.

Mr. Nitin R. Desai (DIN: 00140239) and Ms. Dharmishtaben N. Raval (DIN: 02792246) ceased to be the Directors as well as the IDs of the Company after the conclusion of the Twenty Ninth AGM held on August 9, 2024, consequent upon completion of their respective tenures.

ii. Re-appointment of Director:

Based on the recommendation of the NRC and the Board, the members at the Twenty Ninth AGM held on August 9, 2024, passed the special resolution to re-appoint Mr. Ganesh N. Nayak (DIN: 00017481) as the Whole Time Director, designated as the Executive Director for 1 (one) more year i.e. upto July 11, 2025.

Based on the recommendation of the NRC, the Board at its meeting held on May 20, 2025, passed a resolution to reappoint Mr. Ganesh N. Nayak as the Director in employment of the Company w.e.f. July 12, 2025 for a further period of 5 (five) years i.e. up to July 11, 2030, notwithstanding the fact that Mr. Ganesh N. Nayak has already attained age of 70 (seventy) years, subject to approval of the members at the Thirtieth AGM scheduled to be held on August 12,

2025.

iii. Retirement by rotation:

Pursuant to and in compliance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company, Dr. Sharvil P. Patel, Managing Director, (DIN: 00131995) will retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board recommends his re-appointment.

iv. Declaration of independence:

Pursuant to and in compliance with the provisions of section 134(3)(d) of the Act, the Company has received declaration of independence as stipulated under sections 149(6) and 149(7) of the Act and regulations 16(1)(b) and 25(8) of the Listing Regulations from IDs confirming that they are not disqualified for continuing as an ID. There has been no change in the circumstances affecting their status as an ID of the Company.

All IDs have complied with the Code prescribed under Schedule IV to the Act.

As per the declarations received, all the Directors of the Company, who are required to get registered, have registered themselves with The Indian Institute of Corporate Affairs. Further, they have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of section 150 of the Act read with rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board has taken on record the declaration and confirmation submitted by the IDs after undertaking due assessment of the veracity of the same.

v. Profile of Directors seeking re-appointment:

Pursuant to and in compliance with the provisions of regulation 36(3) of the Listing Regulations and standard

1.2.5 of Secretarial Standard on General Meetings, particulars of the Directors seeking re-appointment at the ensuing AGM are annexed to the notice convening Thirtieth AGM.

During the Financial Year ended on March 31, 2025, no Director of the Company has resigned.

vi. Key Managerial Personnel (“KMP”):

I n compliance with the provisions of sections 2(51) and 203 of the Act, the following are the KMP as on March 31, 2025:

1. Dr. Sharvil P. Patel, Managing Director,

2. Mr. Ganesh N. Nayak, Executive Director,

3. Mr. Nitin D. Parekh, Chief Financial Officer and

4. Mr. Dhaval N. Soni, Company Secretary.

During the Financial Year ended on March 31, 2025, no KMP of the Company has resigned.

vii. Board Evaluation:

Pursuant to and in compliance with the provisions of the Act read with Rules framed thereunder and as provided in Schedule IV of the Act and regulation 17(10) of the Listing Regulations, the NRC and the Board have carried out an annual evaluation of its own performance, the Directors individually as well as its committees. Pursuant to and in compliance with the provisions of section 134(3)(p) of the Act read with rule 8(4) of the Account Rules, the manner in which the evaluation was carried out is provided in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

In a separate meeting of IDs, the performance of the non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The NRC and the Board evaluated the performance of the (i) committees constituted by the Board and (ii) individual directors taking into consideration various aspects. While evaluating, following parameters were taken into consideration:

1. Committees constituted by the Board: Contribution of the committee in development of corporate strategy, proper formation of the committee, updates on the latest regulatory developments, and allocation of sufficient time for discussion at committee meetings.

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

Mr. Ganesh N. Nayak, Executive Director, has not received any remuneration or commission from any of the subsidiary companies. He has received sitting fees of ' 1.00 million (Rupees One Million only) towards sitting fees for attending the Board and committee meetings of ZWL.

Further, the Company does not have a holding company, hence, the circumstance of any remuneration or commission from a holding company does not arise.

CREDIT RATING:

The details of credit ratings obtained during the Financial Year ended on March 31, 2025, are provided in below table (no change compared to the last year):

INSIDER TRADING REGULATIONS:

The Company has adopted the Code for Insider Trading as per The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”). Other details on Insider Trading Regulations are provided in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of sections 134(3)(c) and 134(5) of the Act and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

i. that in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

ii. that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the year ended on that date,

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

iv. that the annual financial statements have been prepared on a going concern basis,

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

vi. that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

TRANSFER OF SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

Pursuant to and in compliance with the provisions of sections 124 and 125 of the Act and Rules framed thereunder, the Company transfers the unclaimed dividend and equity shares to IEPF, whose dividend has remained unclaimed for a continuous period of 7 (seven) years.

As at March 31, 2025, (i) 1,690,878 (one million six hundred ninety thousand eight hundred seventy eight) equity shares are lying with IEPF and (ii) there are no amounts due and outstanding to be credited to IEPF.

BOARD MEETINGS:

Pursuant to and in compliance with provisions of section 134(3)(b) of the Act, the details of the number of meetings held during the Financial Year ended on March 31, 2025, are provided below:

Pursuant to and in compliance with provisions of section 173(1) of the Act, the time gap between any 2 (two) Board meetings was not more than 120 (one hundred twenty) days.

In compliance with the provisions of sections 175 and 179 of the Act, the Board approved 6 (six) resolutions by circulation, vide resolutions dated September 2, 2024, December 12, 2024, January 2, 2025, January 26, 2025, February 10, 2025, and March 24, 2025. Other information with regard to the Board meetings is given in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

COMMITTEES:

As at March 31, 2025, the Company has 7 (seven) committees namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility and Environment Social and Governance Committee, Stakeholder's / Investor's Relationship Committee, Share Transfer Committee and Finance and Administration Committee.

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

A detailed note on the composition of the Board and its committees, governance of committees including its terms of reference, number of committee meetings held during the Financial Year ended on March 31, 2025, and attendance of the members, is provided in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The composition and terms of reference of all the committees of the Board are in line with the provisions of the Act and the Listing Regulations.

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Regulations, along with a certificate from Manoj Hurkat & Associates, Practicing Company Secretaries, confirming the compliance, forms a part of this Integrated Annual Report.

AUDITORS AND THEIR REPORTS:

i. Statutory Auditors and Audit Report:

Deloitte Haskins & Sells LLP, Chartered Accountants (“Deloitte”), were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of Twenty Second AGM till the conclusion of Twenty Seventh AGM.

Based on the recommendation of the Audit Committee and the Board, members at their Twenty Seventh AGM passed the resolution to re-appoint Deloitte as the Statutory Auditors of the Company for a further period of 5 (five) consecutive years from the conclusion of Twenty Seventh AGM till the conclusion of Thirty Second AGM in the calendar year 2027, with an authority to the Audit Committee and the Board to decide the remuneration payable to them.

Deloitte have furnished a declaration confirming their independence as well as their arm's length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company. Deloitte have also provided a certificate certifying that

their appointment continues to be in compliance with the provisions of sections 139 and 141 of the Act.

Deloitte have issued an unmodified opinion on the financial statements for the Financial Year ended on March 31,

2025, and the same forms a part of this Integrated Annual Report.

The Board has duly reviewed the Statutory Auditors' Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation / clarification by the Board as provided under section 134(3)(f) of the Act.

ii. Cost Auditors and Audit Report:

Pursuant to the provisions of section 148(3) of the Act and rules 3 and 4 of The Companies (Cost Records and Audit) Rules, 2014, (“the Cost Rules”) the cost audit records maintained by the Company in respect of Drugs and Pharmaceuticals are required to be audited. The Board had, on the recommendation of the Audit Committee, appointed Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338) to audit the cost records of the Company for the Financial Year ending on March 31,

2026, on a remuneration of ' 0.85 million (Rupees Eight Hundred Fifty Thousand only) plus applicable Goods and Services Tax and out of pocket expenses at actuals. Pursuant to the provisions of section 148 of the Act and rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking ratification by members for the remuneration payable to Dalwadi & Associates is included at Item No. 5 of the Notice convening Thirtieth AGM.

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

The Cost Audit Report for the Financial Year ended on March 31, 2024, which was filed on September 5, 2024, did not contain any qualification, reservation, or adverse remark. The Cost Audit Report for the Financial Year ended on March 31, 2025, will be submitted within the prescribed timelines.

iii. Secretarial Auditors and Audit Report:

Pursuant to and in compliance with the provisions of regulation 24A(1) of the Listing Regulations and section

204 of the Act read with rules framed thereunder, based on the recommendation of the Audit Committee, the Board has recommended the appointment of SPANJ & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the first term of

5 (five) consecutive years, to the members for approval, at the ensuing Thirtieth AGM scheduled to be held on August 12, 2025, to undertake the Secretarial Audit of the Company. The said resolution seeking approval by members for the appointment of Secretarial Auditor is included at Item No. 7 of the Notice convening Thirtieth AGM. The appointment of Secretarial Auditor is also in compliance with the provisions of section 204 of the Act, rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Managerial Personnel Rules”).

SPANJ & Associates (i) is a partnership firm and holds a valid certificate of peer review issued by the ICSI, (ii) has not incurred any of the disqualifications as specified by the SEBI and (iii) shall render only those services which are approved by the Board.

Manoj Hurkat & Associates have provided the Secretarial Audit Report for the Financial Year ended on March 31, 2025, which is annexed herewith as Annexure-“B”. The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board as provided under section 134(3)(f) of the Act. The Secretarial Audit Report does not contain any adverse remarks or qualifications.

Further, pursuant to and in compliance with the provisions of regulation 24A(1) of the Listing Regulations, the Secretarial Audit Report of ZHL and ZAHL, unlisted material subsidiary companies incorporated in India are annexed herewith as Annexure-“B1” and Annexure-“B2” respectively. The Secretarial Audit Report of ZHL and ZAHL were issued by peer reviewed company secretaries and do not contain any adverse remarks or qualifications.

ZWL and ZWPL are also material subsidiaries of the Company. ZWPL is a wholly owned subsidiary of ZWL, a listed entity and a subsidiary of the Company. In view of the same, secretarial audit reports of ZWL and ZWPL (which are also issued by peer reviewed company secretaries) are not required to be annexed with the Boards' Report of the Company.

iv. Annual Secretarial Compliance Report:

Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing Regulations, Manoj Hurkat

6 Associates, Practicing Company Secretaries have issued Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025. Said report was presented at

the Board meeting held on May 20, 2025. The Company will submit the said report to the stock exchanges within the prescribed time frame. The Annual Secretarial Compliance Report does not contain any adverse remarks or qualifications.

v. Internal Audit:

Ernst & Young LLP (“EY”) and PricewaterhouseCoopers Services LLP (“PWC”) are the joint internal auditors of the Company. Based on the recommendation of the Audit Committee, the Board at its meeting held on May 20, 2025, appointed EY and PWC as joint internal auditors for the Financial Year ending on March 31, 2026.

Moreover, the in-house management audit team carries out the internal audit of the operations of the Company. The local chartered accountant firms regularly conduct the audit of Consignment and Forwarding Agents of the Company.

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

AWARDS AND RECOGNITIONS:

Details of awards and recognitions are provided separately in this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”):

Pursuant to and in compliance with the provisions of regulation 34(2)(f) of the Listing Regulations, a separate section on BRSR forms a part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”) AND ENVIRONMENT SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE:

During the Financial Year ended on March 31, 2025, the Company contributed an amount of ' 639.61 million (Rupees Six Hundred Thirty Nine Million Six Hundred Ten Thousand only) towards various CSR activities. The CSR and ESG Committee confirmed that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the Company.

Pursuant to and in compliance with the provisions of section 135 of the Act read with section 134(3)(o) and rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014 (“the CSR Rules”), the Board has constituted a CSR and ESG Committee. CSR Policy is placed on the Company's website. The details of the CSR and ESG Committee constitution, CSR activities and other details, as required under section 135 of the Act and the CSR Rules, are given in the CSR Report at Annexure-“C”.

A synopsis of the report of the Independent Agency for the CSR Project, to which Impact Assessment is applicable in terms of

the provisions of section 135 of the Act read with Rules framed thereunder, is provided in the CSR Report.

RISK MANAGEMENT:

Pursuant to and in compliance with the provisions of section 134(3)(n) of the Act and regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee (“the RMC”). The details of the RMC and its terms of reference are set out in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and take advance actions to prevent or mitigate them. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

During the Financial Year ended on March 31, 2025, the Company reviewed its Risk Management Policy, and no revision was considered necessary to the said policy.

Discussion on risks and concerns is covered in the MDA, which forms a part of this Integrated Annual Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

Pursuant to and in compliance with the provisions of section 134(5)(e) of the Act read with rule 8(5) of the Account Rules, the Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”). For the Financial Year ended on March 31, 2025, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively, and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company's operations.

The Company has a well-placed, proper and adequate IFC system, which ensures:

• Orderly and efficient conduct of its business,

• Safeguarding of its assets,

• Prevention and detection of frauds and errors,

• Accuracy and completeness of the accounting records, and

• Timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as a part of IFC framework and takes necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and the Information Technology environment.

Based on this evaluation, no significant events had come to notice during the Financial Year ended on March 31, 2025, that have materially affected or are reasonably likely to materially affect our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the Financial Year ended on March 31, 2025, and is adequate considering the business operations of the Company. The Statutory Auditors of the Company have audited the IFC with reference to Financial Reporting and their Audit Report is annexed as an annexure to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.

MANAGING RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has built a reputation for doing business with honesty and integrity and it has zero tolerance for any type of unethical behavior or wrongdoing. The Company has in place a stringent vigil system to report unethical behavior in order to promote professionalism, fairness, dignity and ethical behavior in its employees.

Pursuant to and in compliance with the provisions of sections 177(9) and (10) of the Act, rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a robust vigil mechanism and framed Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and Insider Trading Regulations. The Whistle Blower Policy, which is applicable to all the stakeholders, is uploaded on Company's website and the weblink of the same is provided in a separate section of Corporate Governance Report on Page No. 226, which forms a part of this Integrated Annual Report.

Pursuant to and in compliance with the provisions of regulation 18(3) read with clause 18 of Part C of Schedule II of the Listing Regulations, the Audit Committee reviews the functioning of the Vigil Mechanism / Whistle Blower Policy. No person was denied access to the chairman of the Audit Committee. No complaint was received under the whistle blower mechanism during the Financial Year ended on March 31, 2025.

ii. Zydus Business Conduct Policy:

The Company has framed “Zydus Business Conduct Policy” (“Business Conduct Policy”) and is monitored by the President-Group Human Resources and Corporate Communication. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Business Conduct Policy. The objective of the Business Conduct Policy is to conduct the business in an honest, transparent and ethical manner. The Business Conduct Policy provides for anti-bribery and avoidance of other corrupt practices by the employees of the Company.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. In terms of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, the Company has constituted an Internal Complaints Committee as required under the said Act.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment.

The Company periodically conducts sessions for employees across the Company to build awareness about the Policy and the provisions of the said Act.

Complaints of sexual harassment received by the Company are investigated in accordance with the procedures prescribed and adequate steps are taken to resolve them. During the Financial Year ended on March 31, 2025, 6 (six) complaints were received and the same were resolved. No complaint was pending to be resolved as at March 31, 2025.

ANNUAL RETURN:

Pursuant to and in compliance with the provisions of section 92(3) read with section 134(3)(a) of the Act, Annual Return for the Financial Year ended on March 31, 2025, in prescribed Form No. MGT-7 is available on the website of the Company at www.zyduslife.com. The Annual Return will be filed with the Registrar of Companies within prescribed time frame.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Act and rule 5(1) of the Managerial Personnel Rules is provided in Annexure-“D”.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

GENERAL DISCLOSURES:

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

(i) i ssued any shares, warrants, debentures, bonds or any other convertible or non-convertible securities,

(ii) issued any shares with differential voting rights,

(iii) issued any sweat equity shares, and

(iv) made any changes in voting rights.

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

(i) there were no proceedings initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can materially impact the business of the Company,

(ii) there were no instances where the Company required the valuation for a one-time settlement or while taking the loan from the Banks or Financial institutions, and

(iii) no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

The equity shares of the Company were not suspended for trading during the Financial Year ended on March 31, 2025.

Disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue, etc. is not applicable to the Company.

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

In terms of section 134(3)(l) of the Act, apart from what is mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks. Your Directors also thank the medical fraternity and patients for their patronage to the Company's products. Your Directors also place on record sincere appreciation of the continued hard work put in by

the employees at all levels. Your Directors also thank the Company's vendors, investors, business associates, Stock Exchanges, banks, financial institutions, Government of India, State Governments and various departments and agencies for their support and co-operation.

Your Directors appreciate and value the contribution made by every member of the Zydus group.