Wockhardt Ltd Directors Report.

To the Members of Wockhardt Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Wockhardt Limited ("the Company"), which comprise the standalone balance sheet as at 31 March 2020, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant 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 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors 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 together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence 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 period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

The Key Audit Matter How the matter was addressed in our audit
The Company recognises revenue from sale of goods when control over the goods is transferred to the customer. The actual point in time when revenue is recognised varies depending on the specific terms and conditions of the sale contracts entered into with customers. Our audit procedures included the following:
Revenue is a key performance indicator of the Company and there is risk of overstatement of revenue due to fraud resulting from pressure to achieve targets, earning expectations or incentive schemes linked to performance. • We have assessed the Companys accounting policies relating to revenue recognition and sales returns by comparing with applicable accounting standards.
Companys assessment of accrual towards rebates, discounts, returns and allowances requires significant estimates and judgement and change in these estimates can have a significant financial impact. • We have evaluated the design, implementation and operating effectiveness of the Companys internal control over revenue recognition and measurement of rebates, discounts, returns and allowances.
Given the risk of overstatement of revenue due to fraud and significant estimates and judgement required to assess various accruals referred above, this is considered to be a key audit matter. • We have examined the samples, selected using statistical sampling, of revenue recorded during the year with the underlying documentation.
Refer note 3(j) of accounting policy and note 40 in standalone financial statements • We have performed cut off procedures by selecting samples, using statistical sampling, of revenue recorded during the year.
• We have verified Companys assessment of accruals of rebates, discounts, returns and allowances in line with the past practices to identify bias.
• We have examined the manual journals posted to revenue to identify unusual or irregular items.
• We have assessed the adequacy of the disclosures made in respect of revenue from sale of goods.

Assessment of recoverability of carrying value of certain Property, Plant and Equipment and Capital Work in progress

The Key Audit Matter How the matter was addressed in our audit
Certain property, plant and equipment and capital work in progress of the Company is a_ected by lower capacity utilization mainly due to regulatory alert from U.S. Food and Drug Administration and are currently not being used for alternate purposes. Our audit procedures included the following:
The Companys investment in these facilities was made considering market feasibility and potential of existing/ future products. • We have assessed the Companys accounting policies relating to impairment by comparing with applicable accounting standards.
As at 31 March 2020, carrying value of such Property, Plant and Equipment and Capital Work in Progress amounts to _ 183.55 crores and _ 286.31 crores respectively. • We have performed test of controls over impairment assessment made by the Company through inspection of evidences of performance of these controls.
The Companys remediation work of such facilities is underway and is expected to fully utilise the facilities post necessary approvals from the regulator. • We have inquired the progress made on remediation work with key managerial personnel.
Given the significance of carrying value and judgement involved in assessing the recoverability of such facilities this is considered to be a key audit matter. • We have assessed the competence, capabilities and objectivity of the experts (internal and external) used by the Company in the process of determining recoverable amounts.
Refer note 3(d) of accounting policy and note 51 in standalone financial statements • We have challenged the significant assumptions considered by the Company while carrying out impairment assessment.
• We have involved our valuation specialists to assess the valuation methodologies applied by the Company.

Presentation of discontinued operations

The Key Audit Matter How the matter was addressed in our audit
The Board of Directors have approved the Business Transfer Agreement between the Company and Dr. Reddys Laboratories Limited for divestment of its identified domestic branded business for a consideration of Rs. 1,850 crores. operations as discontinued operations. The Company has classified the related assets and liabilities as held for sale. Our audit procedures included the following:
– Given the size and complexity of transaction, the classification, presentation and disclosure of discontinued operations/assets classified held for sale requires judgement and is therefore considered to be a key audit matter. • We have assessed the Companys accounting policies relating to discontinued operations/assets held for sale by comparing with applicable accounting standards.
Refer note 3(q) of accounting policy and note 41 in standalone financial statements • We have read the minutes of meetings of Board of Directors of the Company, Business Transfer Agreement and the Companys related press releases.
• We have inquired with the key managerial personnel to obtain an understanding of the disposal process and the key terms of sale.
• We have reconciled the assets, liabilities and results of operations of the divested business to the underlying information in the Companys financial reporting system.
• We have evaluated the adequacy of the presentation and disclosures of discontinued operations/assets classified as held for sale in accordance with applicable accounting standards.

Other Information

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and our auditors report thereon.

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

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

Managements and Board of Directors Responsibility for the Standalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Companys 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 is also responsible for overseeing the Companys financial reporting process.

Auditors 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 auditors 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:

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The comparative financial statements of the Company for the year ended 31 March 2019 included in these standalone financial statements have been audited by the predecessor auditor who had expressed an unmodiffed opinion thereon as per their report dated 6 May 2019 and which has been furnished to us by the Management and has been relied upon by us for the purpose of our audit. Our opinion is not modiffed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of section 143 (11) 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.

2. (A) 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disquali_ed as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its standalone financial statements - Refer Note 46 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. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2020.

(C) With respect to the matter to be included in the Auditors Report under section 197(16): In our opinion and according to the information and explanations given to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

ANNEXURE _ A TO THE INDEPENDENT AUDITORS REPORT _ 31 MARCH 2020

( Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year. In our opinion and according to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for the following which are not held in the name of the Company:

In respect of Freehold land with gross block and net block of _ 0.31 crore for one freehold land and Building comprising of twenty-two _ats with gross block of _ 0.90 crore and net block of _ 0.55 crore,

(ii) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For inventory lying with third parties at the year-end, written confirmations have been obtained and in respect of goods-in-transit, subsequent goods receipts have been verified or confirmations have been obtained from the parties. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, The Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in terms of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company as specified under Section 148(1) of the Act for maintenance of cost records in respect of products manufactured by the Company, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and services tax, duty of customs, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities after considering the extension of due date granted by employees state insurance corporation for payment of such dues for the month of March 20. Provident Fund payment related to implementing the judgment of Honourable Supreme Court of India dated 28 February 2019 was delayed. This payment was made by December 2019.

According to the information and explanations given to us, no undisputed statutory dues in respect of provident fund, employees state insurance, income-tax, goods and services tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Income-tax, Sales-tax, Service tax, Duty of Excise and Value added tax which have not been deposited as at 31 March 2020 on account of disputes are given in Enclosure I to this report.

(viii) In our opinion and according to the information and explanations given to us, and based on the records of the Company, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and government. As per RBI Notification ref. RBI/2019-20/186: DOR.No.BP.BC.47/21.04.048/2019-20 dated March 27, 2020 on COVID-19 – Regulatory Package, Company has availed the benefit of moratorium on payment of unpaid installments of the Company, which were falling due for payment during the period 1 March 2020 to 31 March 2020.

(ix) According to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with the provisions of Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

ENCLOSURE I TO ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT _ 31 MARCH 2020

Name of the statute Nature of dues Amount * (Rs. in crore) Period to which the amount relates Forum where dispute is pending
Central Excise Act, Goods destroyed in _re accident. 4.44 April 2005 to March 2009 CESTAT, Ahmedabad
1944 Demand, Interest and Penalty towards exemption availed in EOU Unit. 21.22 May 2004 to March 2007 CESTAT, Mumbai
Demand, Interest and Penalty for exempted goods cleared. 18.96 November 2006 to April 2013 CESTAT, Mumbai
Education cess on Export Consignments 0.02 April 2005 to March 2006 Joint Commissioner
UP VAT/CST Act Demand under Section 28 & 0.25 April 2009 to March 2010 Addl. Commissioner
Section 9(2) Grade 2 (Appeals), U.P
Sales Tax Due to under Invoicing and late deposit of tax 0.08 2003-04 to 2005-06 Joint Commissioner (Appeals), U.P
Demand under Section 28 & Section 9(2) 0.29 April 2008 to March 2009 Addl. Commissioner Grade 2 (Appeals) first, Ghaziabad
Demand under Section 28 (2) 5.19 April 2014 to March 2015 Addl. Commissioner Grade 2 (Appeals) first, Ghaziabad
WB VAT/CST Act Demand under various Sections 1.43 2007-08 to 2014-15 Commissioner (Appeals), West Bengal
Kerala VAT Act Demand under Section 21 0.16 April 2011 to March 2014 Commissioner (Appeals), Kerala
Gujarat VAT Act Additional tax on Fuel consumption 0.60 April 2010 to March 2013 Joint Commissioner (Appeals), Gujarat
Central Sales Tax/ VAT Act Demand under CST and Goa VAT Act 1.25 2006-2007 Addl. Commissioner of Commercial Tax, Goa
Demand under MVAT Act 3.04 April 2009 to March 2010 Maharashtra Sales Tax Tribunal
Demand under CST Act 0.41 April 2009 to March 2010 Maharashtra Sales Tax Tribunal
Demand and Penalty under MVAT Act 0.71 April 2009 to March 2010 Maharashtra Sales Tax Tribunal
Demand and Penalty under MVAT Act 19.39 April 2010 to March 2011 Maharashtra Sales Tax Tribunal
Demand and Penalty under CST Act 2.59 April 2010 to March 2011 Maharashtra Sales Tax Tribunal
Demand under CST Act 6.28 April 2011 to March 2012 Maharashtra Sales Tax Tribunal
Demand under MVAT Act 7.85 April 2011 to March 2012 Maharashtra Sales Tax Tribunal
Demand and Penalty under MVAT Act 8.72 April 2012 to March 2013 Maharashtra Sales Tax Tribunal
Demand under MVAT Act 0.76 April 2012 to March 2013 Maharashtra Sales Tax Tribunal
Demand under MVAT Act 9.28 April 2013 to March 2014 Maharashtra Sales Tax Tribunal
Central Sales Tax/ VAT Act Demand under CST Act 0.27 April 2013 to March 2014 Maharashtra Sales Tax Tribunal
Demand under MVAT Act 14.03 April 2014 to March 2015 Joint Commissioner (Appeals)
Demand under CST Act 1.40 April 2014 to March 2015 Joint Commissioner (Appeals)
Demand under MVAT Act 4.09 April 2015 to March 2016 Deputy Commissioner
Demand under CST Act 0.13 April 2015 to March 2016 Deputy Commissioner
The Finance Act, 1994 (Service Tax) Interest and penalty on non- payment of Service Tax on Import of certain services 0.81 April 2005 to March 2010 CESTAT, Mumbai
Interest on non-payment of Service Tax on Import of certain services 0.07 April 2011 to March 2012 CESTAT, Mumbai
Income tax Act, Demand under Section 143(3) 4.04 FY 2003-04 High Court
1961 Demand under Section 143(3) 26.02 FY 2006-07 Income Tax Appellate Tribunal
TDS Assessment order u/s 201/201(A) 1.99 FY 2009-10 Commissioner of Income Tax (Appeals) - TDS
Demand under Section 143(3) 20.17 FY 2010-11 Commissioner of Income Tax (Appeals)
TDS Assessment order u/s 201/201(A) 36.66 FY 2010-11 Commissioner of Income Tax (Appeals) - TDS
Demand under Section 143(3) 253.12 FY 2011-12 Commissioner of Income Tax (Appeals)
TDS Assessment order u/s 201/201(A) 42.47 FY 2011-12 Commissioner of Income Tax (Appeals) - TDS
Demand under Section 143(3) Nil FY 2012-13 Income Tax Appellate Tribunal
Demand under Section 143(3) Nil FY 2013-14 Commissioner of Income Tax (Appeals)
TDS (TRACES) 0.31 January 2012 to December 2017 TDS officers
TDS (TRACES) 0.14 January 2007 to December 2009 TDS officers

Note 1: The aforesaid amounts are net of the below claims made by the assesses, pending formal acceptance by the tax authorities for the relevant benefit.

Financial Year Amount Rs. ( in crore) Pending acceptance by Tax authorities for
2012-13 67.29 Order giving effect (‘OGE) to the favorable order of CIT(A) and rectification effect arising out of order for FY 2011-12
2010-11 27.33 Eligibility for entitlement and set-o_ of MAT credit utilisation, arising out of the effect of OGE to the favorable order of CIT(A) for FY 2009-10
2013-14 21.00 Rectification application for granting credit for TDS deducted by non-resident

* out of the above, amount paid/adjusted under protest by the Company for Excise, VAT, Service tax and Income tax is _ 0.47 crore, _ 6.19 crore, _ 0.15 crore and _ 89.01 crore.

ANNEXURE _ B TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF WOCKHARDT LIMITED FOR THE YEAR ENDED 31 MARCH 2020

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph (2A(f)) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of Wockhardt Limited ("the Company") as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as "the Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

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

Inherent Limitations of Internal Financial controls with Reference to Financial Statements

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

For B S R & Co. LLP
Chartered Accountants
Firms Registration No. 101248W/W-100022
Koosai Lehery
Partner
Membership Number: 112399
ICAI UDIN: 20112399AAAABA9034
Place : Mumbai
Date : 11 May 2020