Annual Report – 2024-25

Financial Highlights

1. Standalone 02

2. Consolidated 03

Notice 04

Directors' Report 19

Management Discussion & Analysis 27

Corporate Governance Report 34

Business Responsibility and Sustainability Report 56

Financial Statements

1. Standalone 80

2. Consolidated 134

Details of Subsidiaries. 188

Dr. Prakash A. Mody Chairman, Non-Executive & Non-Independent

Mr. Pranay Godha Director, Non-Executive & Non-Independent

Mr. Anand Kusre Independent Director

Mr. Arun Todarwal Independent Director

Mrs. Priti Puri Independent Director

Mr. Pabitrakumar Bhattacharyya Managing Director

Mr. Sanjay Jain Chief Financial Officer

Mr. Pradeep Bhandari Head - Legal & Company Secretary

N. A. Shah Associates LLP (FRN 116560W/W100149) Statutory Auditors Kishore Bhatia & Associates (FRN 00294) Cost Auditors

Alwyn Jay & Co. (FRN P2010MH021500) Secretarial Auditors

CIN: L99999MH1962PLC012451

47, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067 Tel.: (022) 6647 4100

Website: https://www.unichemlabs.com • E-mail Id.: shares@unichemlabs.com

C 101, 247 Park, L B S Marg Vikhroli (West), Mumbai - 400 083

Toll Free No.: 8108116767• Fax.: (022) 4918 6060

E-mail id: rnt.helpdesk@in.mpms.mufg.com

Mr. Arun Todarwal - Chairman Mr. Anand Kusre

Mrs. Priti Puri

Mr. Pabitrakumar Bhattacharyya

Mr. Anand Kusre - Chairman Mr. Arun Todarwal

Mrs. Priti Puri

Mr. Pranay Godha

Mr. Pabitrakumar Bhattacharyya

Mr. Anand Kusre - Chairman Mr. Pranay Godha

Mrs. Priti Puri

Mr. Pabitrakumar Bhattacharyya

Mr. Arun Todarwal - Chairman Mr. Pranay Godha

Mr. Pabitrakumar Bhattacharyya

# Before Foreign Exchange Gain /Loss

# Before Foreign Exchange Gain /Loss

1. To receive, consider and adopt:

   1. The Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2025 together with the Reports of the Board of Directors and Auditors thereon; and

   2. The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2025 together with the Report of the Auditors thereon.

2. To appoint a Director in place of Dr. Prakash A. Mody (DIN: 00001285) who retires by rotation and being eligible, offers himself for re- appointment.

   SPECIAL BUSINESS:

3. To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to Regulation 23(4) read with Regulation 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the applicable provisions of the Companies Act, 2013 ("Act") read with related rules, other applicable laws / statutory provisions, if any, each as amended from time to time, (including any statutory modification, amendment or re-enactment thereof for the time being in force) and the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and based on the recommendation of the Audit Committee and Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors of Company to enter into or continue the contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Ipca Laboratories Limited ("Ipca"), holding company of Unichem Laboratories Limited ("Unichem"), a related party within the meaning of Section 2(76) of the Act and under Regulation 2(1)(zb) of the Listing Regulations more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out therein, for a) sale, purchase, supply of materials, goods, assets or equipment's; b) availing or rendering of services; c) loans/ advances/ guarantees; d) lease and license; e) transfer of any resources, services and other transactions or obligations to meet its business objectives/ requirements; f) contract manufacturing services and other transactions for the business ("Related Party Transactions") on such terms and conditions as may be agreed between Unichem and Ipca, up to a maximum aggregate value of ₹ 500 crores (Rupees Five Hundred crores only) for the FY 2026, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm's length and in the ordinary course of business of the Company;

   RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred under this resolution to any Committee of Directors of the Company or any Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s) / Authorised Representative(s) of the Company and to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) for and on behalf of the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to Regulation 23(4) read with Regulation 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the applicable provisions of the Companies Act, 2013 ("Act") read with related rules, other applicable laws / statutory provisions, if any, each as amended from time to time, (including any statutory modification, amendment or re-enactment thereof for the time being in force) and the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and based on the recommendation of the Audit Committee and Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors of Company to enter into or continue the contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) between Ipca Laboratories Limited ("Ipca"), holding company of Unichem Laboratories

   Limited ("Unichem") and Unichem Pharmaceuticals (USA) Inc. ("Unichem USA") (wholly owned subsidiary of Unichem), a related party within the meaning of Section 2(76) of the Act and under Regulation 2(1)(zb) of the Listing Regulations more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out therein for a) purchase/sale/supply of materials, goods, assets or equipments; b) availing or rendering of services; c) loans/ advances/guarantees; d) transfer of any resources, services and other transactions or obligations to meet its business objectives/ requirements; e) lease and license; f) contract manufacturing services and other transactions for the business to be entered into and/or to be executed and/or continue between Ipca and Unichem USA, up to a maximum aggregate value of ₹ 300 crores (Rupees Three Hundred crores only) for the FY 2026 provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm's length and in the ordinary course of business of the Companies."

5. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to Regulation 23(4) read with Regulation 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the applicable provisions of the Companies Act, 2013 ("Act") read with related rules, other applicable laws / statutory provisions, if any, each as amended from time to time, (including any statutory modification, amendment or re-enactment thereof for the time being in force) and the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and based on the recommendation of the Audit Committee and Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors of Company to enter into or continue the contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Unichem Pharmaceuticals (USA) Inc. ("Unichem USA"), wholly owned subsidiary of the Company; accordingly a related party within the meaning of Section 2(76) of the Act and under Regulation 2(1)(zb) of the Listing Regulations, more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out therein for a) purchase/sale/supply of materials, goods, assets or equipments; b) availing or rendering of services; c) loans/advances/guarantees; d) transfer of any resources, services and other transactions or obligations to meet its business objectives / requirements; e) lease and license; f) contract manufacturing services and other transactions for the business ("Related Party Transactions") on such terms and conditions as may be agreed between the Unichem Laboratories Limited and Unichem USA, up to a maximum aggregate value of ₹ 1,600 crores (Rupees One Thousand Six Hundred crores only) for the FY 2026, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm's length and in the ordinary course of business of the Company;

   RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred under this resolution to any Committee of Directors of the Company or any Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s) / Authorised Representative(s) of the Company and to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken for and behalf of the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

6. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s Alwyn Jay & Co., a firm of Practicing Company Secretaries (firm registration no. P2010MH021500) be and is hereby appointed as the Secretarial Auditors of the Company, for a term of five consecutive financial years commencing from 1st April 2025 till 31st March 2030 at such remuneration plus applicable taxes and other out-of-pocket expenses as may be determined by the Board of Directors of the Company (including its Committee thereof) in consultation with the Secretarial Auditors;

   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution."

7. To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory

modification(s) and/or re-enactment(s) thereof for the time being in force), the remuneration payable to Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No. 00294), who were appointed by the Board of Directors as the Cost Auditors of the Company, based on the recommendation of the Audit Committee, to audit the cost records of the Company for the financial year ending 31st March 2026, amounting to ₹ 6,00,000 (Rupees Six lakhs only) plus applicable taxes and reimbursement of out- of-pocket expenses at actuals, if any, incurred in connection with the audit, be and is hereby ratified;

By order of the Board of Directors, For Unichem Laboratories Limited

Mumbai Head - Legal & Company Secretary

22nd May 2025 Membership No.: A14177

47, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067, Maharashtra, India

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("the Act"), which sets out details relating to Item Nos. 3 to 7 of the Notice is annexed hereto. Pursuant to Regulation 36 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, details of Director seeking re-appointment forms part of this notice and is appended to the notice.

2. In view of the various circulars issued by the Ministry of Corporate Affairs ("MCA") read with relevant circulars issued by the SEBI, from time to time (hereinafter collectively referred to as the Circulars) permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, Listing Regulations and the Circulars, the AGM of the Company is being held through VC/OAVM. The deemed venue for the 62nd AGM shall be Plot 125, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400067.

3. To support the green initiative and as per relaxation given by the Government, only electronic copy of the Annual report for the year ended 31st March 2025 and Notice of the 62nd AGM are being sent to the Members whose mail IDs are available with your Company/Depository Participant/(s) (DPs). Annual Report and the notice of the 62nd AGM are also posted on the website https://www.unichemlabs.comand that of the exchanges namely https://www.bseindia.comand https://www.nseindia.com for download.

   In case any member is desirous of obtaining physical copy of the Annual Report for the FY 2025 they may send a request to the Company by writing to shares@unichemlabs.com. The AGM Notice is also disseminated on the website of National Securities Depository Limited ("NSDL") (agency for providing the Remote e-Voting facility and e-Voting system during the AGM) i.e. https://www.evoting.nsdl.com.

4. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the proxy form, attendance slip and route map are not annexed to this Notice. However, in pursuance of Section 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-Voting.

5. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. Institutional/Corporate Shareholders (other than Individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG format) of its Board or governing body resolution/authorization, etc. authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-Voting. The said resolution/ authorization shall be sent to the Company at shares@unichemlabs.com at least 48 hours before the commencement of the AGM.

7. Following documents will be available for inspection electronically to the members during the AGM:

   1. Register of Directors and Key Managerial Personnel;

   2. Register of securities held by Directors and Key Managerial Personnel;

   3. Register of Contracts or Arrangements in which the directors are interested;

   4. Certificate from the Secretarial Auditors of the Company certifying that the Company's Unichem Employee Stock Option Scheme 2018 is being implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

      All other documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. Monday, 4th August 2025. Members seeking to inspect such documents can send an e-mail toshares@unichemlabs.com.

8. Pursuant to Section 108 of the Act and the Rules made thereunder, Regulation 44 of the Listing Regulations and the MCA Circulars, the Company is providing the facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL, for facilitating voting through electronic means, as the authorized e-Voting agency. Accordingly, the facility of casting votes by a Member using remote e-Voting as well as the e-Voting system on the date of the AGM will be provided by NSDL.

9. Members can join the AGM through VC/OAVM fifteen minutes before and after the scheduled time of the commencement of the AGM by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first-served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Auditors etc., who can attend the AGM without restriction on account of first come first-served basis.

10. Registrar and Transfer Agent ("RTA"):

    The name of the RTA has been changed from"Link Intime India Private Limited" to"MUFG Intime India Private Limited" with effect from 31st December 2024 upon acquisition of Link group by Mitsubishi UFJTrust & Banking Corporation.

11. Instructions for Shareholders for remote e-Voting and joining the AGM are as under:

    The remote e-Voting period begins on Friday, 1st August 2025 at 9:00 a.m. and ends on Sunday, 3rd August 2025 at 5:00 p.m. The remote e-Voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Monday, 28th July 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, 28th July 2025. The way to vote electronically on NSDL e-Voting system consists of"Two Steps"which are mentioned below:

    Step 1: Access to NSDL e-Voting system
    1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

       In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are advised to update their mobile number and e-mail Id in their demat accounts in order to access e-Voting facility.

       Login method for Individual shareholders holding securities in demat mode is given below:

       Type of Shareholders	Login Method
       Individual Shareholders holding securities in demat mode with NSDL	1) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository

       Type of Shareholders	Login Method
       	site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5) Shareholders/Members can also download NSDL Mobile App "NSDL SPEED-e" facility by scanning the QR code mentioned below for seamless voting experience.
       Individual Shareholders holding securities in demat mode with CSDL

       1. Existing IDe AS user can visit the e- Services website of NSDL viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

       2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

       3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon"Login"which is available under'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider

       1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website https://www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password.

       2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting Service Providers website directly.

       3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website https://www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

       4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on https://www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

       Individual	You can also login using the login credentials of your demat account through your DPs
       Shareholders	registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see
       (holding securities	e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
       in demat mode)	site after successful authentication, wherein you can see e-Voting feature. Click on
       login through	company name or e-Voting service provider i.e. NSDL and you will be redirected to
       depository	e-Voting website of NSDL for casting your vote during the remote e-Voting period or
       participants	joining virtual meeting & voting during the meeting.

       Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

       For CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.
       For NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000.

    2. Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and for shareholders holding securities in physical mode.

       1. Visit the e - Voting website of NSDL. Open web browser by t yping the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

       2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member'section.

       3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

          Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

       4. Your User ID details are given below:

          Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is
          a. For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is In300*** and Client ID is 12****** then your user ID is IN300***12******.
          b. For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID. For example if your Beneficiary ID is 12************** then your user ID is 12**************.
          c. For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the Company. For example if folio number is 001*** and EVEN is 134195 then user ID is 134195001***.

       5. Password details for shareholders other than Individual shareholders are given below:

          1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

          2. If you are using NSDL e-Voting system for the first time, you will need to retrieve the'initial password'which was communicated to you. Once you retrieve your'initial password', you need to enter the'initial password' and the system will force you to change your password.

          3. How to retrieve your'initial password'?

             1. If your e-mail ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the

                .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your'User ID'and your'initial password'.

             2. If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose e-mail ids are not registered.

       6. If you are unable to retrieve or have not received the"Initial password"or have forgotten your password:

          1. Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com.

          2. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on https://www.evoting.nsdl.com.

          3. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

          4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

       7. After entering your password, tick on Agree to"Terms and Conditions"by selecting on the check box.

       8. Now, you will have to click on"Login"button.

       9. After you click on the"Login"button, Home page of e-Voting will open.

    Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

    2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period or cast your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".

    3. Now you are ready for e-Voting as the Voting page opens.

    4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on"Submit"and also"Confirm"when prompted.

    5. Upon confirmation, the message"Vote cast successfully"will be displayed.

    6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

    7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

    General Guidelines for shareholders.

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to alwyn.co@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under"e-Voting"tab in their login.

    2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on https://www.evoting.nsdl.com to reset the password.

    3. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date

       i.e. Monday, 28th July 2025 may obtain the login ID and password by sending a request at evoting@nsdl.com or Issuer/RTA. However, if you are already registered with NSDL for remote e-Voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using"Forgot User Details/Password" or "Physical User Reset Password" option available on https://www.evoting.nsdl.com or call on 022 - 4886 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Monday, 28th July 2025 may follow steps mentioned in the Notice of the AGM under"Access to NSDL e-Voting system".

    4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com.

    Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice:

    1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to Company's RTA, MUFG Intime India Private Limited, C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai - 400 083.

    2. In case shares are held in demat mode, please contact your DP and get your mail ID registered with them. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

    3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

    4. In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-Voting facility.

    Instructions for Members for e-Voting on the day of the AGM are as under:

    1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-Voting.

    2. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

    3. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

    4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-Voting.

    Instructions for Members for attending the AGM are as under:

    1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of VC/OAVM placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

    2. Members are encouraged to join the Meeting through PC/laptops for better experience.

    3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

    4. Please note that Participants connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

    5. Shareholders who would like to express their views / ask questions during the meeting may register themselves as a speaker by sending their request in advance from Tuesday, 29th July 2025 (9:00 a.m. IST) to Friday, 1st August 2025 (5:00 p.m. IST) prior to meeting mentioning their name, demat account number / folio number, e-mail id, mobile number, PAN at shares@unichemlabs.com. The shareholders who do not wish to speak during the AGM may send their queries in advance 5 days prior to meeting mentioning their name, demat account number / folio number, e-mail id, mobile number, PAN at shares@unichemlabs.com. These queries will be replied suitably by your Company.

12. Mr. Alwyn D'Souza (Membership No. F5559 & Certificate of Practice No. 5137) or failing him Mr. Jay D'Souza (Membership No. F3058 & Certificate of Practice No. 6915) of M/s. Alwyn Jay & Co., Practicing Company Secretaries, Mumbai, have been appointed as the Scrutinizer to scrutinize the voting and ensuring that remote e-Voting process is conducted in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company or to any other person authorised by the Chairman after the completion of the scrutiny of the e-Voting (votes casted during the AGM and votes casted through remote e-Voting), within 2 working days of the conclusion of the AGM. The result declared along with the Scrutinizer's report shall be communicated to the Stock Exchanges, NSDL & RTA and will also be displayed on your Company's website, https://www.unichemlabs.com.

13. Members are requested to address all correspondence in connection with shares held by them, to the Company's RTA viz., MUFG Intime India Private Limited, C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai - 400 083 by quoting their Folio number or their DPID and Client ID number, as the case may be

14. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market. Your Company is also registered on SEBI's ODR Portal.

    Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website https://www.unichemlabs.com/mandatory-dematerialisation.php

15. Members are requested to do following, if not done yet:

    1. Provide / update details of their bank accounts indicating the name of the bank, branch, account number and the nine-digit MICR code and IFSC code (as appearing on the cheque) along with photocopy of the cheque / cancelled cheque, self- attested identity proof and address proof, for remittance of dividend/unpaid dividend through ECS / NEFT and prevent fraudulent encashment of dividend warrants.

    2. In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.

    3. Update Permanent Account Number (PAN) against folio / demat account as also for deletion of name of deceased holder, transmission / transposition of shares.

    4. Members holding shares in dematerialised form are requested to intimate / update all particulars of bank mandates, PAN, nominations, power of attorney, change of address, e-mail address, contact numbers etc. to their Depository Participants. Members holding shares in physical form are requested to intimate such details to the RTA and file nomination form SH-13.

16. NRI Members are requested to inform the RTA immediately:

    1. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier; and

    2. Change in their residential status and address in India on their return to India for permanent settlement.

By order of the Board of Directors, For Unichem Laboratories Limited

Mumbai Head - Legal & Company Secretary

22nd May 2025 Membership No.: A14177

47, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067, Maharashtra, India

Item No. 3, 4 and 5

Regulation 23(4) of Listing Regulations as amended provides that all material related party transactions and subsequent material modifications as defined by the Audit Committee under sub-regulation (2) of Regulation 23 shall require prior approval of the shareholders / members by means of an Ordinary resolution. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds ₹ 1,000 crores or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.

It is in the above context that the Resolutions at Item Nos. 3, 4 and 5 are proposed for the approval of the Shareholders of the Company.

The Audit Committee of the Company and the Board of Directors, based on relevant details provided by the management, at their meetings held on 6th February 2025 and 22nd May 2025 respectively approved the said proposed related party transaction(s), while noting that these transactions are on a arms' length basis and in the ordinary course of business and are in accordance with Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions.

The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into by the Company pursuant to its approvals.

In addition to the transactions set out in the table below, approval of the members is also sought for any other transactions between the parties for transfer of resources, services and obligations in the ordinary course of business, on arm's length basis and in compliance with applicable laws, as approved by the Audit Committee. The values of such additional transactions are included in the values set out in the table below. The value of transactions with parties specified in Annexures 1, 2 & 3 for the period commencing from 1st April 2025 are within the materiality threshold limit.

The details of transactions that requires approval are set forth in"Annexures 1, 2 & 3" which are appended below:

Unichem Laboratories Limited ("Unichem") is a subsidiary company of Ipca Laboratories Limited ("Ipca") and accordingly Unichem's subsidiary will also be treated as related party under Regulation 2(1)(zb) of the Listing Regulations.

The business and product portfolios of Unichem and Ipca are highly complementary, to each other's strengths. Unichem having a strong track record of quality align well with Ipca's core cost competencies in APIs and formulations. Together, with combined resources, large basket of products and wide market presence of Ipca globally, will enable your Company to enter into new markets with deep penetration and apart from reinforcing its positions in existing ones.

The related party transactions are expected to facilitate seamless business operations by ensuring a steady and uninterrupted supply of goods and services in the desired quality and quantity. Additionally, these transactions will contribute to revenue generation and further strengthen overall business performance.

The combined strengths of the Company and Ipca will unlock significant resources, empowering them to pursue more ambitious projects and invest in advanced technologies. This strategic synergy will enhance cost competitiveness and position them as a trusted business partner on a global scale.

Save and except Dr. Prakash A. Mody, Mr. Pranay Godha and Mr. Pabitrakumar Bhattacharyya, Directors (who are also Directors and / or shareholders of Unichem and / or its subsidiaries) and their relatives, none of the other Director(s) / Key Managerial Personnel(s) of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions nos. 3, 4 and 5.

The Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve resolutions under Item Nos. 3, 4 and 5.

Except as mentioned above, none of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution mentioned at Item Nos. 3, 4 and 5 of the Notice.

Basis the consideration and approval of the Audit Committee, the Board of Directors recommends the Ordinary Resolution forming part of Item Nos. 3, 4 & 5 of the accompanying Notice for approval of the Members.

Item No. 6

In accordance with Section 204 of the Companies Act, 2013 and applicable rules, read with Regulation 24A of the Listing Regulations, every listed company is required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to its Board's Report. Accordingly, the Board of Directors appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for the FY 2025. The Secretarial Audit Report, as issued by them, forms part of the Board's Report and is included in the Annual Report.

SEBI, through its notification dated December 12, 2024, amended the Listing Regulations. As per the amended provisions, listed companies are now required to obtain shareholders' approval, in addition to the Board's approval, for the appointment of Secretarial Auditors. Furthermore, the appointed Secretarial Auditor must be a peer-reviewed Practicing Company Secretary and must not be subject to any disqualifications as specified by SEBI.

In view of the above, and based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s. Alwyn Jay & Co., a firm of Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from 1st April 2025 to 31st March 2030.

M/s. Alwyn Jay & Co (Firm Registration Number: P2010MH021500), a Secretarial Audit Firm, established in the year 2010, is a reputed firm of Company Secretaries. Specialization of the firm includes, but not limited to, Secretarial Audit, Corporate laws & taxation, Securities law including Corporate Governance & CSR, Capital markets, RBI, etc.

With a wide range of clients, including listed and multinational companies, its strength is its team of qualified, experienced professionals with expert domain knowledge. The firm is Peer reviewed and Quality reviewed in terms of the guidelines issued by the Institute of Companies Secretaries of India ("ICSI").

M/s. Alwyn Jay & Co., have consented to the said appointment and confirmed that their appointment, if made, would be within the limit specified by the ICSI. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the Listing Regulations and the Circular.

The proposed fees in connection with the secretarial audit shall be ₹ 75,000/- (Rupees Seventy-five thousand only) plus applicable taxes and other out-of-pocket expenses for FY 2026 and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s. Alwyn Jay & Co. In addition to the secretarial audit, M/s. Alwyn Jay & Co., shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.

The Audit Committee and the Board of Directors have approved & recommended the aforementioned proposal for approval of Members considering the eligibility of the firm, qualification, competency of the staff, experience and expertise in providing Secretarial audit related services.

The consent and Peer Review Certificate received from M/s. Alwyn Jay & Co., and the letter of engagement inter-alia containing the terms of engagement including remuneration shall be available for inspection by the members in electronic form up to the date of Annual General Meeting. The members seeking to inspect these documents may send an email request to shares@unichemlabs.com.

None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6.

Basis the rationale and justification provided above, the Board recommends Ordinary resolution under Item No. 6 of the accompanying Notice for approval of Members.

Item No. 7

The Board of Directors at its Meeting held on 22nd May 2025, based on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, (Firm Registration No. 00294) Cost Accountants, Mumbai as Cost Auditors for undertaking Cost Audit of the Cost Accounting Records maintained by the Company for the financial year ending 31st March 2026, at a remuneration not exceeding ₹ 6.00 Lakhs (Rupees Six Lakhs only) plus applicable taxes and out-of-pocket expenses at actuals. The auditors have confirmed that they are eligible for appointment as Cost Auditors.

As per Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the said Cost Auditors is required to be ratified by the Members of the Company.

None of the Directors or Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7 except to the extent of their shareholding, if any, in the Company.

Accordingly, resolution at Item No. 7 of the Notice, is recommended by Board of Directors for Members approval as an Ordinary Resolution.

By order of the Board of Directors,

Pradeep Bhandari

Mumbai Head - Legal & Company Secretary

22nd May 2025 Membership No.: A14177

47, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067, Maharashtra, India

The Board of Directors are pleased to present the audited financial statements of the Company for the financial year ended 31st March 2025.

(₹ in crores)

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), the audited consolidated financial statements of the Company forms an integral part of this Annual Report.

The fiscal year 2024-25 has been noteworthy for Unichem, being the first full year after becoming part of Ipca group, had shown record achievements in revenue and margins. Building upon a robust performance from the preceding year, we have continued our growth trajectory. Our revenue had crossed over ₹ 2,000 crores and margin had grown to 58.2%. The results are the testimony towards successful business transformation which happened in the previous financial year.

The consolidated revenue from operations for the financial year under review stood at ₹ 2,110.97 crores compared to ₹ 1,785.11 crores in the previous financial year, reflecting a growth of 18.3%. Profit before tax increased to ₹ 154.59 crores, as against loss of

₹ 84.96 crores in the preceding year while Profit after tax is ₹ 137.52 crores an increase of ₹ 231.28 crores from a loss of ₹ 93.76 crores in the previous financial year.

The Company continues to maintain a strong focus on international markets, with exports contributing 98.02% to the total sales revenue.

The standalone revenue from operations for the financial year under review stood at ₹ 1,735.70 crores, compared to ₹ 1,442.16 crores in the previous financial year, reflecting a growth of 20.4%. Profit after tax increased to ₹ 162.96 crores, an increase of

₹ 255.14 crores from a loss of ₹ 92.18 crores in the preceding year. The performance achieved amid various economic and geopolitical dynamics, highlights our resilience and customer-centric approach.

During the year, the Company had completed the capacity expansion of Phase I of API plant at Pithampur of approximately 210 KL with an investment of nearly ₹ 200 crores which will be used mainly for captive purposes.

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report. Furthermore, there has been no change in the nature of the Company's business during the year under review.

Unichem Laboratories Limited became a subsidiary of Ipca Laboratories Limited in the previous fiscal year. Ipca Laboratories Limited is having a vast set-up at Kandivali (West), Mumbai and to derive synergy and effective co-ordination between parent and subsidiary, the Company relocated its Registered Office effective 1st September 2024, from Unichem Bhavan, Prabhat Estate, Off S.V. Road, Jogeshwari (West), Mumbai - 400 102 to 47, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067.

Consequently, the premises situated at Jogeshwari, Mumbai was lying vacant with no ongoing business activity and the Board decided to divest the said property. A memorandum of understanding had been signed with a developer to sell this property

comprising of approximately 3.4 acres of land and building attach thereto for a consideration of ₹ 279 crores subject to requisite regulatory approvals and permission. The book value of the said property was approximately ₹ 2.21 crores while the ready reckoner value was ₹ 157.87 crores.

The Company has six subsidiaries and one associate company as on 31st March 2025. In compliance with applicable regulatory requirements, the financial data of these entities is provided in the prescribed Form AOC-1, which is annexed to the consolidated financial statements.

For further details pertaining to impairment of investments in the associate company and wholly owned subsidiaries, please refer to Note Nos. 6, 37 and 41 of the standalone financial statements.

• During the year under review, the Company acquired nine Abbreviated New Drug Applications (ANDAs) from Bayshore Pharmaceuticals LLC, USA ("Bayshore USA"), a wholly owned step-down subsidiary of Ipca Laboratories Limited (the holding company), for a total consideration of USD 2,650,000.

• Additionally, the Company's wholly owned subsidiary, Unichem Pharmaceuticals (USA) Inc. ("Unichem USA"), acquired the generic formulations marketing and distribution business of Bayshore USA as a going concern through a slump sale. This business was transferred on a debt-free basis for a consideration of USD 10,000,000.

• During the year it was decided that 100% share capital of Unichem Laboratories Ltd, Ireland, a wholly owned subsidiary company, which was continuously incurring losses and the Company had written off its entire investment in its books of accounts be transferred to Ipca Laboratories Limited, holding company of Unichem at a valuation of ₹ 4 (four) crores based on the independent valuation report.

• Similarly, the Company decided to close the manufacturing facility of its wholly owned subsidiary, Niche Generics Limited ("Niche UK"), located at Baldoyle, Dublin, Ireland due to persistent operational losses and the high cost of operations. The facility, which was being operated on leased premises, was nearing the end of its lease term in FY 2027 and had become commercially unviable. The products which were being manufactured at this facility will continue to be manufactured at plant facilities of your company located in India.

The audited financial statements of all subsidiaries are available on the Company's website at https://www.unichemlabs.com and can also be inspected at any time at the Registered Office of the Company during business hours in accordance with the provisions of Section 136 of the Act. Shareholders interested in obtaining a copy of the accounts of the subsidiaries may write to the Company Secretary at the Company's registered office or email toshares@unichemlabs.com.

Unichem Pharmaceuticals (USA) Inc. qualifies as a material subsidiary in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Company's Policy on Material Subsidiaries. The said policyisavailableonthe Company'swebsiteat: https://www.unichemlabs.com/pdf/policies/policy-on-material-subsidiaries.pdf

In order to conserve resources, the Board of Directors has not recommended any dividend on the Equity Shares for the financial year. In accordance with the Listing Regulations, the Company has adopted a Dividend Distribution Policy, which is available on its official website at https://www.unichemlabs.com/pdf/policies/dividend-distribution-policy.pdf

The authorised and paid-up share capital of the Company remained unchanged during the year under review.

The Unichem Employee Stock Option Scheme 2018 ("Scheme") continues to be in effect and is administered by the Nomination and Remuneration Committee ("NRC"). No modifications were made to the Scheme during the financial year under review.

In compliance with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the requisite disclosures relating to the Scheme are available on the Company's website at https://www.unichemlabs.com/annual-report.php

M/s. Alwyn Jay & Co., Secretarial Auditors, have issued a certificate confirming that the Scheme has been implemented in compliance with the applicable regulations and the resolution approved by the shareholders at the general meeting. The certificate will be available for inspection by the members at the forthcoming Annual General Meeting ("AGM").

The Company's banking facilities are rated by ICRA. During the year, ICRA upgraded the Company's long-term credit rating to A+ (pronounced ICRA A Plus) from A (pronounced ICRA A), reflecting a stable outlook. The rating upgrade demonstrates your Company's healthy improvement in its revenues as well as significant improvement in margins due to its improved cost structure and increased capacity utilisation.

In compliance with Regulation 34(2), read with Part B of Schedule V of the Listing Regulations, a detailed assessment of the sector in which your company operates and overall financial and operational status is presented in the Management Discussion and Analysis, which forms an integral part of this Report and is annexed herewith as Annexure A.

The Board of Directors reaffirms its unwavering commitment to upholding exemplary corporate governance and ethical standards. The Company remains dedicated to maintaining the highest levels of corporate governance.

The Corporate Governance Report for the year forms an integral part of this report as Annexure B, accompanied by a certificate from M/s. N. A. Shah Associates LLP, Statutory Auditors, confirming compliance with the corporate governance norms prescribed under the Listing Regulations.

The Company's Board comprises distinguished professionals from diverse backgrounds, each bringing a wealth of expertise, domain knowledge, and experience. This optimal mix of Executive and Independent Directors ensures a balanced approach, combining business acumen with independent judgment in the Board's decision-making processes.

During the year under review, none of the Non-Executive Directors had any pecuniary relationships or engaged in transactions with the Company, except for the receipt of sitting fees.

1. Retirement by Rotation

   In accordance with Section 152 of the Act, and the Company's Articles of Association, Dr. Prakash A. Mody is scheduled to retire by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. The Board of Directors, recognizing his valuable contributions, recommends his re-appointment. A resolution seeking shareholders' approval for his re-appointment, along with pertinent details as required, is included in the Notice convening the AGM.

2. Independent Directors ("IDs")

   All IDs have confirmed their ongoing compliance with the independence criteria specified in Section 149(6) of the Act and Regulation 16(b) of Listing Regulations. 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 of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them. There have been no changes in circumstances affecting their status as IDs of the Company. Additionally, they have affirmed adherence to the Code of Conduct for IDs.

   Based on the disclosures provided, none of the IDs are disqualified or debarred from serving as Directors under Section 164 of the Act or SEBI order, or any other relevant authority. The Board has reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. The Board confirms that the IDs maintain independence from management.

   The Board recognizes that the IDs possess the necessary qualifications, experience, and expertise across various domains, including manufacturing, operations, finance, human resources, strategy, sales and marketing, auditing, and risk management. Moreover, they maintain exemplary standards of integrity.

   A detailed matrix of the skills, expertise, and competencies of all Directors, including IDs as well as details of the familiarization programme for Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

3. Key Managerial Personnel ("KMP")

   During the year, Mr. Sandip Ghume, Deputy Chief Financial Officer & Key Managerial Personnel, resigned effective 30th June 2024 and Mr. Sanjay Jain had been appointed as Chief Financial Officer effective from 8th August 2024.

   As of the date of this report, the Key Managerial Personnel of the Company are:

   • Mr. Pabitrakumar Bhattacharyya, Managing Director;

   • Mr. Pradeep Bhandari, Head - Legal & Company Secretary; and

   • Mr. Sanjay Jain, Chief Financial Officer.

In compliance with the Act and the Listing Regulations, the Board has conducted its annual performance evaluation, encompassing the Board itself, its Committees and individual Directors including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. Further details are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Based on the recommendation of the NRC, the Board has established a policy governing the selection, appointment, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management. This policy was amended during the year and is accessible on the Company's website at: https://www.unichemlabs.com/pdf/policies/nomination-and-remuneration-policy.pdf

The Company recognizes its employees as invaluable assets and is committed to attracting, retaining, and motivating talented personnel. Compensation packages including salaries, benefits, perquisites, and allowances are structured to reflect individual performance, with annual increments tied to performance evaluations. This approach aligns with the Company's Remuneration Policy, designed to ensure fair and competitive compensation practices.

1. Whole-time/ Managing Director

   The remuneration structure for Whole-time Director comprises both fixed and variable components. The fixed component includes salary, perquisites, and allowances, while the variable component consists of commission, as specified in term of appointment. Salaries are determined based on the recommendations of the NRC and approved by the Board of Directors, with subsequent endorsement by the Shareholders, within the limits prescribed by the Act and its accompanying Rules.

2. Non-Executive Directors

   Non-Executive Directors receive remuneration in the form of sitting fees for their participation in Board and Committee meetings, in accordance with the provisions of the Act, and the accompanying rules. Apart from these sitting fees, no additional remuneration is provided to Non-Executive Directors.

3. KMP, Senior Management and other Employees

   The remuneration package for KMP, Senior Management and other employees primarily includes basic salary, perquisites, allowances, and performance incentives, such as Employee Stock Options where applicable. Perquisites and retirement benefits are provided in accordance with the Company's established policies. In formulating these remuneration packages, the Company takes into account the prevailing employment landscape and remuneration practices among industry peers to ensure competitiveness and alignment with market standards.

   Significant and Material Orders passed by the Regulators/Courts/Tribunals

   During the year under review, there were no significant or material orders passed by any regulatory authorities, courts, or tribunals that could impact the Company's going concern status or its future operations.

   Corporate Social Responsibility ("CSR")

   The Corporate Governance Report outlines the terms of reference and composition of the CSR Committee. The Company has also formulated a CSR Policy. Furthermore, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Annual Report on CSR activities is annexed as Annexure C and forms an integral part of this Report. The CSR Policy is available on the website at https://unichemlabs.com/pdf/policies/corporate-social-responsibility-CSR-policy.pdf

   Statutory Auditors

   M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149) ("M/s. N. A. Shah"), continue to serve as the Statutory Auditors of the Company.

   At the 59th AGM held on August 9, 2022, the Members re-appointed M/s. N. A. Shah for a second term of five consecutive years, commencing from the conclusion of the 59th AGM and continuing until the conclusion of the 64th AGM, scheduled to be held in the year 2027.

   The Notestothe Financial Statementsreferredtointhe Auditor's Reportareself-explanatoryanddonotwarrantanyfurthercomments.

   The Auditor's Report for the financial year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. M/s. N. A. Shah have confirmed that they remain eligible to continue as the Statutory Auditors of the Company. They have also affirmed that their firm has undergone the peer review process conducted by the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the ICAI's Peer Review Board.

   Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Act. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

   Cost Auditors

   In compliance with the provisions of Section 148(1) of the Act, the Company maintains the requisite cost records, which are subject to audit by Cost Auditors. Pursuant to Section 148(6) of the Act read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year ending 31st March 2025, in Form CRA-4 (XBRL format), will be filed with the Ministry of Corporate Affairs within the prescribed timeline.

   Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Kishore Bhatia & Associates, Practicing Cost Accountants, as the Cost Auditors of the Company for the FY 2026. The said firm has confirmed that their appointment is in accordance with the applicable provisions of the Act and the rules framed thereunder. They have also provided confirmation of their eligibility to act as the Cost Auditors of the Company for the year ending 31st March 2026.

   In accordance with Section 148 of the Act and the Companies (Audit and Auditors) Rules, 2014, the remuneration proposed to be paid to the Cost Auditors for the FY 2026 is subject to ratification by the members of the Company. Accordingly, the Board recommends the remuneration for approval of the members at the forthcoming AGM. The relevant resolution seeking ratification forms part of the Notice of the AGM.

   Secretarial Audit

   Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors has appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, to carry out the Secretarial Audit of the Company for the financial year ending 31st March 2025.

   The Secretarial Audit Report, issued by M/s. Alwyn Jay & Co., is annexed to this Report as Annexure D. The Report is free from any qualifications, reservations, or adverse remarks and is self-explanatory, requiring no further clarification.

   Additionally, M/s. Alwyn Jay & Co. have issued the Secretarial Compliance Report for the financial year ending 31st March 2025. This Report confirms the Company's compliance with all applicable laws, rules, and regulations, and further affirms that no enforcement actions have been initiated against the Company, its material subsidiaries, or its promoters/directors by SEBI or the Stock Exchanges during the year. The Company has duly uploaded the said Report on the websites of BSE and NSE within the prescribed timelines.

   In compliance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of Directors has, based on the recommendation of the Audit Committee, proposed the appointment of M/s. Alwyn Jay & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 1st April 2025 to 31st March 2030. The said appointment is subject to the approval of the shareholders at the forthcoming AGM. M/s. Alwyn Jay & Co. have provided their consent for the proposed appointment and confirmed their eligibility in accordance with the applicable provisions, along with a valid peer review certificate.

   Further, during the year under review, the Statutory Auditors, Internal Auditors, Secretarial Auditors, and Cost Auditors have not reported any instance of fraud committed by the Company's officers or employees under Section 143(12) of the Act. Accordingly, there are no disclosures required in this regard in the Board's Report.

   Compliance with Secretarial Standards

   During the FY 2025, the Company has complied with all applicable Secretarial Standards, as amended, issued by the Institute of Company Secretaries of India.

   Meetings of Board

   During the year, seven meetings of the Board of Directors were convened, the details of which are provided in the Corporate Governance Report.

   Committees of the Board

   The Board has constituted five committees, namely the Audit, Nomination and Remuneration, Corporate Social Responsibility, Stakeholders' Relationship and Risk Management. All recommendations made by these committees have been accepted by the Board. Detailed information regarding the composition of each committee, meeting frequency, and other relevant particulars is provided in the Corporate Governance Report.

   Related Party Transactions ("RPTs")

   During the year under review, the Company has ensured compliance with the applicable regulatory requirements pertaining to RPTs. Omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals from the Audit Committee and/or the Board of Directors were obtained, wherever necessary, before entering into any such transactions. All related party transactions were conducted at arm's length and, where not in the ordinary course of business, necessary approval from the Board was duly obtained. Details of RPTs undertaken during each quarter were placed before the Audit Committee in the subsequent quarter for its review.

   There were no contracts or arrangements necessitating reporting in Form AOC-2 as per Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, no such transactions were identified that could result in a potential conflict of interest with the interests of the Company at large, in accordance with the Company's Policy on the materiality of RPTs.

   In accordance with applicable regulations and as approved by the Audit Committee / Board of Directors, members' approval is being sought for the following material related party transactions proposed for the FY 2026:

   • Unichem Laboratories Limited with Ipca Laboratories Limited;

   • Unichem Laboratories Limited with Unichem Pharmaceuticals USA Inc.;

   • Ipca Laboratories Limited with Unichem Pharmaceuticals USA Inc.

     The Company's Policy on Related Party Transactions, as approved by the Board, is available on the website at: https://www.unichemlabs.com/pdf/policies/related-party-transactions-policy.pdf.

     Further, except for shareholding in the Company, receipt of remuneration, and sitting fees, there were no pecuniary transactions between any Director or KMP and the Company that could potentially result in a conflict of interest.

     Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

     Internal control system and Risk Management

     Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company has appointed an external firm, M/s. Ram Agarwal & Associates, Chartered Accountants as Internal Auditors who are responsible for independently evaluating the adequacy and effectiveness of all internal control designs and implementation, systems and processes. The internal control systems and risk management framework have been discussed in detail in the Management Discussion and Analysis section, which forms an integral part of this Report.

     Whistle Blower Policy

     The Company maintains a zero-tolerance stance towards any form of unethical conduct, reflecting its steadfast commitment to integrity and ethical business practices. To reinforce this commitment, the Company has established a Whistle Blower Policy/Vigil Mechanism that enables employees, directors, and stakeholders to report genuine concerns relating to unethical behaviour, fraud, or violations of the Company's Code of Business Conduct and Ethics.

     This mechanism provides adequate safeguards to protect whistleblowers from any form of retaliation or victimization, no individual was denied access to the Audit Committee during the year under review. The Company has not received any complaint during the year. The Whistle Blower Policy is accessible on the Company's intranet and website, and concerns can be reported via the designated email address: whistleblower@unichemlabs.com.

     Particulars of Employees

     Disclosures relating to remuneration and other requisite details, as stipulated under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are set out in Annexure E to this Report.

     In accordance with the provisions of Section 136 of the Act, the statement containing particulars of employees as required under Section 197 read with Rules 5(2) and 5(3) of the said Rules is not being circulated to the Members along with this Annual Report. However, any Member interested in obtaining a copy of this information may do so by sending a written request to the Company Secretary, quoting their Folio No./DPID & Client ID at shares@unichemlabs.com.

     Sustainability at Unichem

     Sustainability has been now a focus in all our operations, we are dedicated to resource conservation across our business. During the year, we achieved an impressive 54% reduction in our Scope 1 GHG emissions compared to our 2022 baseline and it is expected to reduce further in coming years. Power purchase agreement is in process for Roha and Kolhapur which will reduce our Scope 2 GHG emission. In the current year, Company aims to reduce Scope 2 GHG emission by 10%.

     Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

     Thedisclosuresrequiredunder Section 134(3)(m) ofthe Act, alongwiththeapplicablerules, areprovidedin Annexure F tothis Report.

     Business Responsibility and Sustainability Report ("BRSR")

     The Company remains committed to creating a positive impact across economic, social, and environmental dimensions. In line with Regulation 34(2)(f) of the Listing Regulations, the BRSR for the FY 2025 is annexed as Annexure G and forms an integral part of this Annual Report.

     Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

     The Company is committed to providing a safe, inclusive, and respectful workplace where employees can perform their duties free from prejudice, gender bias, and any form of harassment. Management consistently strives to maintain a work environment that upholds dignity and equality, free from discrimination and sexual harassment.

     In compliance with the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment at the Workplace. An Internal Complaints Committee (ICC) has been duly constituted to address complaints related to sexual harassment. The policy outlines the procedures for complaint redressal and the inquiry process to be followed by the ICC. It is applicable to all women employees, including those who are permanent, temporary, contractual, or trainees.

     The policy also incorporates safeguards to prevent any form of retaliation or victimization against individuals who report incidents in good faith. During the year under review, the Company did not receive any complaints pertaining to sexual harassment.

     Annual Return

     In accordance with the provisions of Section 92(3) and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company's website at https://www.unichemlabs.com/annual-report.php.

     Particulars of Loans, Guarantees and Investments

     The particulars of loans, guarantees, and investments made under Section 186 of the Act, are disclosed in the note nos. 6, 7, 14, 36 and 52 to the standalone financial statements.

     Other disclosures

     There were no transactions during the year under review that necessitate disclosure or reporting in respect of the following matters.

   • Acceptance of deposits as covered under Chapter V of the Act;

   • Transfer of any amount to reserves;

   • Any material changes or commitments affecting the financial position of the Company occurring between the end of the financial year and the date of this Report.

   Human Resource, health and safety

   The Company remains dedicated to fostering an inclusive and empowering workplace that acknowledges employee contributions while promoting opportunities for continuous growth and development.

   In addition, the Company places the utmost importance on protecting human health, ensuring workplace safety, and preserving the environment. It is committed to maintaining the highest standards of health and safety across all its plants and facilities,

   forming the foundation of its Environmental, Health, and Safety (EHS) management systems and governance framework.

   Directors' Responsibility Statement

   To the best of their knowledge and belief, and based on the information and explanations received, your Directors hereby make the following statements pursuant to Section 134(3)(c) of the Act:

   1. that in preparation of annual accounts for the year ended 31st March 2025, the applicable accounting standards have been followed and no material departures, have been made from the same;

   2. that such accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ending 31st March 2025 and Profit /Loss for that year;

   3. that 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;

   4. that the annual accounts have been prepared on a going concern basis;

   5. that the internal financial controls were in place and that they were adequate and operating effectively; and

   6. that systems to ensure compliance with the provisions of all applicable laws were devised and such systems were adequate and operating effectively.

Your Directors appreciate and value the co-operation and support of the Company's parent company, customers, members, suppliers, bankers, associates, Central & State Governments and employees at all levels and look forward to continuance of the supportive relations and assistance in the future.

For and on behalf of the Board of Directors,

Mumbai Chairman

22nd May 2025 (DIN: 00001285)

The new fiscal year has begun on an anxious note for the global economy. The recent trade tariff-related measures have exacerbated uncertainties clouding the economic outlook across regions, posing new headwinds for global growth and inflation. Some of the concerns on trade frictions are coming true, unsettling the global community.

There are many possible implications for growth. First and foremost, uncertainty itself dampens growth by affecting investment and spending decisions of businesses and households. Second, the dent on global growth due to trade frictions will impede overall growth. Third, higher tariffs shall have a negative impact on net exports. There are, however, several known unknowns - the impact of relative tariffs, the elasticities of export and import demand; and the policy measures adopted by the Government including the proposed ForeignTrade Agreement with the USA, to name a few. These make the quantification of the impact difficult.

A sudden escalation in global trade tensions marked a defining moment with conflict seen across our western border at the beginning of the next fiscal year and sweeping tariffs being imposed on several countries only to pause had inspired IMF and WTO projections to reduce global growth and trade in 2025-26. Despite global issues like persistent geopolitical tensions, monetary shifts and regional economic divergences, India remains resilient and retains its title as the fastest-growing major economy.

Yet, uncertainties persist, including global volatility, precarious trade policies, intensifying counter measures by other countries, and rising input cost pressures. Indian markets have potentially slowed down due to such global uncertainties, even as it remains the fastest-growing large economy. However, as global supply chain seeks to diversify, India stands to gain as a stable destination for manufacturing and business.

India, known as 'pharmacy of the world', makes cheaper generic versions of complex innovative drugs in its massive factory clusters and exports them to over 200 countries, of which the U.S. is its biggest market. The tariff move is expected to be inflationary to the

U.S. as they don't have the requisite manufacturing infrastructure in-house to replace the scale of supply that India does.

India's pharmaceutical industry is poised for significant growth, with its share in the global market expected to rise to 5% by 2030, according to a report by Bain & Company. The Indian pharma market, currently valued at around $ 55 billion, is projected to expand

2.2 to 2.4 times over the next six years, reaching $ 120 billion to $ 130 billion.

The global pharmaceutical industry is currently worth about $ 1.6 trillion, with India contributing around 3% to 3.5%. The anticipated growth will solidify India's position as a key player in the global pharma landscape. A unique aspect of India's pharma industry is that its export market is as large as its domestic market. Indian pharma exports play a crucial role in the country's economy, making up 6% of total merchandise exports by value.

In 2023, pharmaceutical exports reached $27 billion, up from $19 billion in 2018, growing at an annual rate of 8%. More than 70% of these exports are formulations, while bulk drugs and drug intermediates account for around 20%. Other export categories include vaccines, biosimilars, and innovative products.

Unichem now part of the Ipca Group has a wide-ranging product portfolio, and in-house state of the art R&D facility, with decades of experience and understanding of the global markets, should enable it to capture this expected growth to enhance its market leadership.

Indian pharmaceuticals industry is known for its low-cost generic medicines globally. India continues to play a crucial role in the generic drug supply chain, supplying key starting materials (KSMs), Active Pharmaceutical Ingredients (APIs), and finished formulations. Indian firms account for around 40-45% of the total generic drug volume in the US market. The market for generic business will grow as the government across the globe is expected to invest more in the health sector to reduce their budgets by showing more inclination towards generic formulations.

The Indian pharmaceutical industry has gained global recognition as a leading hub for cost-effective generic medicine manufacturing. India ranks 3rd globally in pharmaceutical production by volume and 14th by value, contributing approximately 20% of global generic medicine exports. Notably, India hosts the highest number of USFDA-compliant pharmaceutical manufacturing facilities outside the United States.

The Company is mainly in international business and the products manufactured are exported to many developed and developing countries. Despite the uncertainties surrounding US trade policies, Indian pharma manufacturers are expected to strengthen their global presence through continued innovation, technological advancements, and production capacity expansion. The U.S. generics market remained dynamic, shaped by persistent pricing pressures and product shortages across multiple therapeutic areas continues to remain important market for your Company. In Brazil, a market witnessing rapid generics uptake and regulatory streamlining, Unichem is targeting deeper market penetration via strategic alliances for its product offerings.

With a relentless focus on regulatory compliance, cost competitiveness, and portfolio expansion, Unichem is well-positioned to drive sustainable growth in these high-potential markets in the years ahead.

The API market in India is estimated to grow to $ 30 billion by 2028, constituting about 35% of the pharma market.

One of the biggest challenges which thwarts the rising Indian pharmaceutical industry ambitions is its high dependence on Chinese imports for API and KSMs. India imported APIs and bulk drugs worth ₹ 377 billion in FY 2024 and in case of API, share of China accounted for 70%.

As entities attempt to mitigate the risk of dependency on a single territory, countries such as India are being preferred under the China+1 policy. The industry is suggesting to, incentivising R&D through success-based fee support that can promote research into cost-efficient processes, green manufacturing and innovative drug development which will not only strengthen India's manufacturing base but also reduce dependency on imports.

Unichem offers a broad portfolio of APIs across various therapeutic areas. With the strong technical team to handle the regulatory queries and adhering the dynamic global API regulations, Unichem is well placed to benefit from this rising trend of outsourcing of APIs with its focus on quality, reliability, and excellence. Ipca Laboratories Limited, holding company of Unichem is one of the leading API manufacturers, with its proven cost competitiveness will further enhance its cost effectiveness and product portfolio. Your Company will continue to build on its position in the global API market and strengthen its expertise in manufacture of intermediates and APIs backed by investment in its R&D facilities.

Unichem has established a robust network of state-of-the-art manufacturing facilities across India. The Company continually upgrades its systems and processes to comply with the stringent requirements of all major global regulatory authorities. Through vertically integrated operations across key markets and products, Unichem ensures the delivery of high-quality, cost-effective, and timely finished formulations to international markets.

Company has continued to invest in further optimizing its footprint and in creating competitive and resilient value chains. These achievements reflect Unichem's relentless focus on compliance, cost optimization, capacity expansion, and process improvements. As a result, the Company's formulation output grew significantly-from 9.98 billion tablets/capsules in FY 2024 to 15.17 billion in FY 2025, marking a 52% increase.

To drive operational excellence, several strategic initiatives were implemented over the past year:

• Automation enhancements in granulation, blending, and compression, coating, and packing processes.

• Deployment of a SCADA system to align batch alarms and audit trails with USFDA compliance requirements.

• Transition to eco-friendly and cost-efficient fuels for steam generation, replacing conventional energy sources.

• Adoption of innovative and sustainable practices to reduce hazardous waste generation.

• Strengthening of planning processes and agile operations to enhance risk management and ensure consistent product quality.

Unichem's manufacturing footprint includes three finished formulation plants and three API facilities. During the reporting year, two formulation facilities underwent USFDA inspections and received Establishment Inspection Reports (EIRs) with Voluntary Action Indicated (VAI) status, reaffirming compliance with regulatory expectations. Additionally, several facilities completed EU-GMP audits and successfully received EU-GMP certifications.

To strengthen its competitiveness and secure the full value chain, Company is investing in increased access to raw material as well as in accelerating its manufacturing and R&D processes. During the year expansion of Pithampur plant was carried out which will enhance its installed capacity by 81%.