DIRECTORS' REPORT

The Board of Directors is delighted to present the Twenty-Seventh Annual Report on the business and operations of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026 (hereinafter referred to as the 'year under review' or 'FY 26').

FINANCIAL RESULTS AND HIGHLIGHTS

A summary of your Company's financial results for FY 26 is as under:

The Consolidated Total Income of your Company for FY 26 stood at ? 3,484 Crore as compared to ? 3,074 Crore in the previous year. Profit before Depreciation and Amortisation, Finance Cost and Tax for FY 26 increased to ? 763 Crore vis-a-vis ? 455 Crore during the previous year. The Total Comprehensive Income for FY 26 stood at ? 618 Crore vis-a-vis Total Comprehensive Income of ? 14 Crore in the previous year.

On a standalone basis, your Company registered Total Income of ? 1,876 Crore as compared to ? 1,457 Crore in the previous year. Total Comprehensive Income for the year stood at ? 317 Crore vis-a-vis ? (13) Crore in the previous year.

STATE OF COMPANY'S AFFAIRS

Robust Business Performance: The Domestic Business contributed 22% of revenue from operations during the year under review and registered a growth of 10%. Rest of the World (ROW) business recorded 35% growth and contributed to 28% of revenue from operations as your Company commits itself to new geographic expansion and strengthening of existing portfolio which is in line with the vision of the organization. UK operations reflected healthy 13% growth and contributed 39% of revenue from operations driven by strong volumes across its Business channels. EU operations remained steady and contributed to 11% of revenue from operations.

FY 26 has seen some significant developments for your Company, including the following:

1) Paediatric US Cancer Patient with Recalcitrant Blood and Liver Infection Successfully Treated with Zaynich® (Zidebactam/ Cefepime, WCK 5222)

2) Your Company initiated strategic realignment of US Operations to Focus on Innovative Portfolio. As part of this transition, your Company exited the U.S. generic pharmaceutical segment, paving the way for deeper focus and investment in its advanced product portfolio. This strategic reset aligns with the Company's sharpened focus on building a future-ready business anchored in two key pillars: 1. New Antibiotic Drug Discovery - where the Company has established a leadership position globally, with a strong pipeline of differentiated assets. 2. Biologicals Portfolio in Insulin - leveraging advanced technologies to address critical unmet needs in diabetes care.

3) Leading U.K. Medical Journal has published a Complex Case of Severe Pandrug Resistant Infection in U.S. Liver Transplant Patient Successfully Treated with Zaynich® (Zidebactam/Cefepime, WCK 5222).

4) United States Food and Drug Administration ('USFDA') accepted your Company's new drug application for breakthrough Antibiotic Zaynich®. This was the first time in history that an NDA for a New Chemical Entity discovered by an Indian pharmaceutical company was filed with and accepted by the USFDA.

5) Your Company filed Marketing Authorisation Application for WCK 5222 with European Medicines Agency ('EMA'). EMA granted Accelerated Assessment to WCK 5222. The Accelerated Assessment designation signifies the EMA's recognition of WCK 5222's potential to address an unmet medical need by providing an effective therapeutic option for the treatment of following serious and life-threatening infections, particularly those caused by Multi-Drug-Resistant ('MDR') and Extremely Drug Resistant ('XDR') Gram negative pathogens.

6) Your Company's Fifth Novel Antibiotic, Foviscu^TM (WCK 4282), matched Gold-Standard Meropenem in a pivotal Phase 3 Trial as First-Line therapies failed against Rising Resistance.

Amid challenging market dynamics, your Company remained focused on deploying resources in critical areas, including research & development and clinical development programmes, while prioritising investments to maximise value creation. Your Company also maintained a strong focus on deleveraging its balance sheet and driving operational efficiencies through focused cost-management initiatives. In parallel, significant efforts were undertaken to identify new revenue streams and improve profitability and cash flows, while establishing new partnerships across international markets. Collectively, these strategic initiatives were undertaken to align the Company's operations with its long-term goals and vision.

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

During FY 26, your Company reinforced its position as a pioneer in addressing the growing global unmet need for effective antibiotics amid rising antimicrobial resistance. Through its innovative Discovery Program, your Company continues to develop novel antibiotics designed to combat difficult-to-treat, drug-resistant pathogens of global concern. Demonstrating strong "discovery to delivery" capabilities, your Company has successfully advanced multiple first-in-class and differentiated antibiotic candidates from research through clinical development toward commercialization across India and key international markets.

Since their launch, more than 130,000 patients have been treated with Emrok® and Emrok O®, reflecting their growing importance in managing serious infections caused by difficult-to-treat Gram-positive pathogens. Further strengthening its innovation-led portfolio, the Company has also enhanced access mechanisms for Miqnaf® to reach a larger patient population and address critical unmet needs in the treatment of Community-Acquired Bacterial Pneumonia ('CABP').

The Company's development pipeline continues to make strong progress. Following the successful completion of a global Phase 3 clinical trial for Zaynich®, the Company has filed a New Drug Application ('NDA') with the USFDA and a Marketing Authorisation Application ('MAA') with the European Medicines Agency ('EMA'). This represents a historic milestone as one of the first instances of a novel antibiotic discovered in India seeking marketing authorization in major global markets.

THE LANCET Regional Health Southeast Asia, a globally respected and peer-reviewed journal has published the full results of the pivotal Phase 3 clinical study of Miqnaf® (nafithromycin) for the treatment of Community-Acquired Bacterial Pneumonia ('CABP'). This marks the first-ever publication in a LANCET journal for a novel drug discovered and developed in India, underlining the global relevance and scientific rigor of this study.

Importantly, your Company's portfolio targets infections caused by Multi-Drug-Resistant ('MDR') and Extensively Drug-Resistant ('XDR') pathogens. These novel antibiotics are designed to be effective against a broad spectrum of priority pathogens identified by global and national agencies, including the World Health Organization ('WHO'), the U.S. Centers for

Disease Control and Prevention ('CDC'), and India's Department of Biotechnology ('DBT'). Collectively, these advancements position your Company as a key contributor to addressing the global antimicrobial resistance challenge, with the potential to significantly reduce morbidity and mortality worldwide.

Pipeline Progress and Key Assets:WCK 5222 (Zaynich®):

Zaynich® has successfully completed a global, pivotal, registration-enabling Phase 3 study, along with an additional study in patients with documented carbapenem-resistant infections. To date, it has saved the lives of 85 patients under compassionate use. Regulatory filings have been completed across key geographies, including NDA submission to the USFDA and MAA submission to the EMA. In India, the NDA was filed and received a favourable recommendation from the Subject Expert Committee ('SEC') of CDSCO, paving the way for full approval in the coming months. Additionally, Zaynich® has received Breakthrough Medicine designation in Saudi Arabia, where an NDA has also been filed.

WCK 4282 (Foviscu™):

Foviscu™, your Company's fifth novel antibiotic, has successfully met the primary endpoint in a Phase 3 clinical trial in patients with complicated urinary tract infections (cUTI) and acute pyelonephritis caused by Gram-negative bacteria, including extended-spectrum p-lactamase ('ESBL')-producing pathogens. In a randomized, double-blind Phase 3 study, Foviscu™¹ was compared with meropenem, a last-line carbapenem antibiotic, and demonstrated a clinical cure rate of 93.23% versus 92.31%, establishing therapeutic equivalence with a comparable safety profile. This marks the first Phase 3 head-to-head study of an antibiotic specifically developed for ESBL infections against meropenem.

Given the high burden of ESBL infections and rising resistance to commonly used antibiotics, clinicians are increasingly dependent on carbapenems, accelerating resistance. With approximately 6.5 million treatment courses of such antibiotics used annually in India, Foviscu™ has the potential to reduce carbapenem usage and strengthen antibiotic stewardship. An NDA filing in India is planned for H1 2026.

WCK 4873 (Miqnaf®):

Miqnaf® achieved a key regulatory milestone during the year with the removal of the 'supply condition' by the Drugs Controller General of India ('DCGI'), enabling broader market access. The product is witnessing increasing acceptance within the clinical community, supported by its comprehensive pathogen coverage and shorter treatment duration, which contribute to improved antibiotic stewardship.

To expand the indication profile of Miqnaf®, a 290-patient Phase 3 study in Acute Bacterial Rhinosinusitis ('ABRS') has been initiated, with 189 patients already enrolled to date. Additionally, a 500-patient Phase 4 study in CABP, as mandated by CDSCO, is ongoing, with 308 patients enrolled as on the date of this Report.

WCK 771 & WCK 2349 (Emrok® & Emrok O®):

These products continue to demonstrate good momentum, achieving growth of 52% in Q3 and 48% on a year-to-date basis. They address critical unmet needs in the treatment of difficult-to-manage Gram-positive infections, including bone and joint infections, diabetic foot infections, and pneumonia. With increasing adoption and a differentiated clinical profile, the brands are on track to become leading therapies in the anti-MRSA segment. Further studies are being planned to expand their use in highly challenging indications such as bloodstream infections.

WCK 6777 (Odrate™):

The Phase 2 clinical trial protocol for Odrate™ was approved by the CDSCO Subject Expert Committee on March 25, 2026. The study will evaluate the efficacy and safety of once-daily Odrate™ compared to the standard three-times-daily regimen of Ceftazidime Avibactam in patients with complicated urinary tract infections (cUTI).

New NCE/ Patents:

Your Company has a strong focus on developing intellectual property and filed 17 patents during the year under review. During the year 11 patents were granted. As on March 31,2026, combined patent portfolio has reached 3,290 filings and 859 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 of developing 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, GLP-1 agonists and novel combination drug products. Insulin Aspart Regular and Biphasic drug products are in advanced stages of development. Various recombinant enzymes for captive use in Insulin and Insulin analogues manufacturing process are in early stage of development.

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 118 biotech product patents globally and holds 57 patents in biosimilar and bio-better development phase, out of which 23 patents are for the Company's insulin pen globally. In FY 26 your Company has obtained patent in 10 European countries for its new combination drug product.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for FY 26 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.

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 FY 26.

DIVIDEND AND RESERVES

The Board of Directors of your Company have not recommended any dividend for FY 26 and no amount has been transferred to the General Reserve of the Company.

DIVIDEND DISTRIBUTION 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/dividend-distribution-policy.pdf.

CAPITAL AND DEBT STRUCTURE

During the year under review, the Company has allotted 6,600 Equity Shares of ? 5 each against exercise of stock options granted under Wockhardt Employees' Stock Option Scheme - 2011 (the 'ESOP Scheme') on August 21,2025 and consequently the issued, subscribed and paid-up share capital of the Company as on March 31,2026 increased from ? 81,24,27,845 (divided into 16,24,85,569 equity shares of the face value of ? 5 each) to ? 81,24,60,845 (divided into 16,24,92,169 equity shares of the face value of ? 5 each).

The Equity Shares issued under the ESOP Scheme 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.

As on March 31,2026 none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

During the year under review, there were no instances 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, 2026 are annexed as Annexure I to this Report.

The certificate from the Secretarial Auditors 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/2026/04/esos-certificate-signed-14-04-2026.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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Om Prakash Bhatt (DIN: 00548091) was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from November 3, 2025 and pursuant to a special resolution passed on December 14, 2025 by way of Postal Ballot, he was appointed as a Non-Executive Independent Director of the Company to hold office for a term of 5 (five) years upto November 2, 2030 and also to continue as an Independent Director of the Company upon his attaining the age of 75 years.

At the Annual General Meeting ('AGM') held on August 8, 2025, Mr. Akhilesh Krishna Gupta (DIN: 00359325), was re-appointed as a Non-Executive Independent Director of the Company for the second term of 5 (five) years with effect from August 29, 2025 to August 28, 2030 and also to continue as an Independent Director of the Company upon his attaining the age of 75 years.

In terms of the provision of Section 152 of the Act, Ms. Zahabiya Khorakiwala (DIN: 00102689), Non- Executive Non- Independent Director retires by rotation at the forthcoming AGM and being eligible, offers herself for re-appointment. On recommendation of Nomination and Remuneration Committee the Board of Directors recommends her 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 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 standards 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 declarations 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.

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. Habil Khorakiwala, Executive Chairman, Dr. Murtaza Khorakiwala, Managing Director, Dr. Huzaifa Khorakiwala, Executive 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, 6 (six) 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 two consecutive 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) i n the preparation of Annual Accounts for FY 26 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 FY 26 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent 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 profit of the Company for FY 26;

(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 FY 26 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 has laid down the 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 16, 2026.

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 AUDITORSA. STATUTORY AUDITOR

MSKC & Associates LLP, Chartered Accountants (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 form 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.

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 Kirit Mehta & Co. LLP, Cost Accountants as Cost Auditors to conduct the audit of Cost Records of the Company for the Financial Year 2026-27. The Company has received consent from Kirit Mehta & Co LLP. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to Kirit Mehta & Co. LLP for conducting the audit of the Cost Records of the Company for the Financial Year ending on March 31,2027 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 31,2025 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) as Secretarial Auditors to conduct Secretarial Audit of the Company for the term of 5 (five) years i.e. from the conclusion of the Twenty-sixth AGM till the conclusion of Thirty-first AGM (to be held in calendar year 2030). The Secretarial Audit Report issued in Form MR-3 by Mr. Virendra G. 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 8, 2019, your Company has obtained the Annual Secretarial Compliance Report for the year under review from 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 FY 26 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 in accordance with Section 198 of the Act, was negative. Accordingly, the Company was not required to spend any amount on Corporate Social Responsibility (CSR) activities during FY 26. However, as part of its ongoing commitment to good corporate governance practices, the Company voluntarily contributed ? 0.80 Crore towards CSR activities during FY 26. The details on CSR activities as required under the Act and the relevant rules as amended from time to time, are annexed as Annexure III to this Report.

POLICY ON APPOINTMENT 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 and 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 for 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/wl-remuneration-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 Company operates a centralized and integrated global governance framework covering Internal Financial Controls, Risk Management, Sustainability and Data Protection functions to ensure consistency and effectiveness across geographies. 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 Ernst and Young, who carry out Internal Audit reviews in accordance with the approved Internal Audit Plan. The Internal Audit function is aligned to a global risk-based approach with structured monitoring mechanisms, including the use of a system-enabled platform for tracking Internal Financial Controls ('IFC') and related evidence, along with defined workflows for timely closure of audit observations. 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 adequacy of the IFC framework of the Company through a structured self-assessment process, supported by the use of Ernst & Young's Control Manager tool for system-based monitoring of controls and evidence, in accordance with the requirements 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 risks in achieving key business objectives. Your Company follows an integrated and continuous risk monitoring approach, with periodic updates from business functions and focused oversight on key enterprise risks. Your Company identifies and mitigates risks 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.

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. Your 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.

TAX STRATEGY AT WOCKHARDT LIMITED

Your Company follows a well-defined tax strategy aligned with its commitment to responsible business conduct, strong corporate governance, and enhanced ESG standards. The strategy focuses on ensuring full compliance with applicable tax laws across jurisdictions, maintaining transparency in tax positions and disclosures, implementing robust internal controls for effective tax risk management, and adopting an ethical and non-aggressive approach to tax planning. Tax considerations are integrated into key business decisions, supported by appropriate documentation, technology-driven processes, and adherence to globally accepted transfer pricing principles. Your Company also maintains a cooperative and transparent approach in its engagement with tax authorities.

The detailed Tax Strategy Report can be accessed at https://www.wockhardt.com/wp-content/uploads/2026/07/wockhardt-tax-strategy-report-fy-2025-26-v9.pdf

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 various 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 inter-alia has framed and adopted the following policies and codes.

As a measure to ensure compliance and to align the Company's policies with the amended/ updated provisions of various SEBI Regulations and prevailing Industry Standards, your Company has reviewed and streamlined the following policies during the year under review:

1. Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information

2. Policy for Determining Material Subsidiary

3. Policy for Determining Materiality of Events

4. Policy for Preservation of Documents

5. Policy on Materiality of and Dealing with Related Party Transactions

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 to the Standalone Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During FY 26, contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee in accordance with the Industry Standards on "Minimum information to be provided for Review of the Audit Committee and Shareholders for Approval of Related Party Transaction (RPT)" and the Policy on Materiality of and Dealing with Related Party Transactions 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 in form AOC-2 is provided in Annexure V.

VIGIL MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has well formulated Vigil Mechanism/ Whistle Blower Policy which lays down process to convey genuine concerns actual or suspected. 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

As on March 31,2026 your Company had 30 subsidiaries. Your Company does not have Associates or Joint Venture companies within the meaning of Section 2(6) of the Act.

During the year under review, Morton Grove Pharmaceuticals Inc. and Wockhardt USA LLC, step down subsidiaries of the Company filed for voluntary liquidation proceedings pursuant to applicable provisions of the U.S. Bankruptcy Code. The Order dated April 1, 2026 by U.S. Bankruptcy Court District of New Jersey approved the settlement pursuant to voluntary liquidation proceedings. Further, Wockhardt Antibiotics (Ireland) Limited, Wockhardt Suisse AG, Wockhardt Suisse USA Holding Corporation and Wockhardt Suisse USA LLC were incorporated as wholly owned subsidiaries 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, 2026.

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.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during maternity leave, and creche facilities. Your Company remains committed to maintaining a safe and inclusive workplace for women employees.

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 your 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 FY 26, 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/.

During the year under review, your Company appointed SGS India Private Limited as an Independent Assurance Provider. The Independent Assurance Statement on its BRSR Core Report and the GHG Assurance Statement issued by SGS India Private Limited for FY 26 also 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.

STATUTORY INFORMATION AND OTHER DISCLOSURES

a. During the year under review, 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, 2016, hence the requirement to disclose the details of the application made or pending proceedings 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 institution along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and acknowledge the dedication and 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, and Regulators for their unrelenting support during the year under review.