We have audited the accompanying standalone financial
statements of Zydus Wellness Limited ('the Company'), which
comprise the Balance Sheet as at March 31, 2025, Statement
of Profit and Loss (including other comprehensive income),
Statement of Cash Flows and Statement of Changes in Equity
for the year then ended, and notes to the standalone financial
statements, including a summary of material accounting
policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
financial statements give the information required by the
Companies Act, 2013 ('the Act') in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, ('Ind AS') and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, and its profit, total
comprehensive income (including other comprehensive
income), the changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Standalone financial
statements in accordance with the Standards on Auditing
('SAs') specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the Auditor's Responsibilities for the Audit of the
Standalone financial statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India ('ICAI') together with the ethical requirements
that are relevant to our audit of the Standalone financial
statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI's Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Key Audit Matters

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

Information other than the Standalone Financial
Statements and Auditor's Report thereon

• The Company's Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in the
Management Discussion and Analysis, Board's report
including annexures to Board's Report, Corporate
Governance Report, Business Responsibility and
Sustainability Report and Shareholder's Information, but
does not include the standalone financial statements
and our audit reports thereon.

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

• In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge
obtained during the course of our audit or otherwise
appears to be materially misstated.

• If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and Those Charged with
Governance for the Standalone financial statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India including the accounting
Standards specified under section 133 of the Act. This

responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statement that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the Standalone financial statements,
management and Board of Directors is responsible for
assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
financial statements

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

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

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

b) Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

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

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

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

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

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone financial
statements for the financial year ended March 31, 2025, that
they would be considered key audit matters. Accordingly,
such matters have been described in our auditor's report.
Furthermore, there were no circumstances where disclosure
was precluded by law or regulation, or where adverse
consequences were expected to outweigh the public
interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in the "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by
law have been kept by the company, so far as it appears
from our examination of those books.

c) The Company does not have any branches therefore
the reporting under this clause is not applicable.

d) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement of
Changes in Equity and Statement of Cash Flow dealt
with by this report are in agreement with the books of
account.

e) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

f) There are no observations or comments on financial
transactions or matters which have any adverse effect
on the functioning of the company.

g) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being appointed
as a director in terms of section 164(2) of the Act.

h) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in "Annexure B". Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls over financial reporting.

i) With respect to the other matters to be included in the
Auditor's Report under section 197(16) of the Act, in our
opinion and to the best of our information and according
to the explanations given to us, the remuneration paid
by the company to its directors during the year is in
accordance with the provisions of Section 197 read
with Schedule V to the Companies Act, 2013.

j) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given to
us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
financial statements. Refer note no. 27 to the
standalone financial statements.;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

iv. (a) The management has represented that, to

the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share premium
or any other sources or kind of funds) by the
company to or in any other persons or entities,
including foreign entities ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries") or provide

any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the company from any
persons or entities, including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that we
have considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the representations given under (a) and (b)
above, contain any material misstatement.

v. The dividend proposed in the previous year,
declared and paid during the year by the company
is in compliance with section 123 of the Companies
Act, 2013.

The Board of Directors of the Company has
proposed dividend for the year which is subject
to the approval of the members in the ensuing
Annual General Meeting. The dividend proposed
is in accordance with the accordance with section
123 of the Companies Act, 2013.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended 31st March, 2025 which
has a feature of recording audit trail (edit log)
facility and the same has operated throughout the
year for all relevant transactions recorded in the
software. Further, during the course of our audit,
we did not come across any instances of the audit
trail feature being tempered with. The audit trail
has been preserved by the company as per the
statutory requirements for record retention.

For MUKESH M. SHAH & CO.,

Chartered Accountants
Firm Registration No.: 106625W

MukeshM.Shah

Partner

Place : Ahmedabad Membership No.: 030190

Date : May 19, 2025 UDIN : 25030190BMSBRM8268

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