Annual Report – 2025-26

ANNUAL REPORT

2025-26

Financial Highlights

1. Standalone 02

2. Consolidated 03

Notice 04

Directors' Report 18

Management Discussion & Analysis 26

Corporate Governance Report 32

Business Responsibility and Sustainability Report 56

Financial Statements

1. Standalone 82

2. Consolidated 137

Details of Subsidiaries. 191

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

Mr. Pabitrakumar Bhattacharyya Managing Director & Chief Executive Officer

Dr. (Ms.) Swati Patankar Independent 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

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

Mr. Arun Todarwal - Chairman Mr. Anand Kusre

Dr. (Ms.) Swati Patankar

Mr. Pabitrakumar Bhattacharyya

Mr. Anand Kusre - Chairman Mr. Arun Todarwal

Dr. (Ms.) Swati Patankar

Mr. Pranay Godha

Mr. Pabitrakumar Bhattacharyya

Mr. Anand Kusre - Chairman Mr. Pranay Godha

Dr. (Ms.) Swati Patankar

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 the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2026 together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2026 together with the Report of the Auditors thereon.

3. To appoint a Director in place of Mr. Pabitrakumar Bhattacharyya (DIN:07131152) who retires by rotation and being eligible, offers himself for re- appointment.

   SPECIAL BUSINESS:

4. To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, read with Schedule V of the Companies Act, 2013 ("Act"), Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time ("Rules"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any amendments thereto or enactment thereof for the time being in force, the relevant provisions of the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee & Board of Directors and subject to such other approvals, as may be necessary, approval of the Members be and is hereby accorded to the re-appointment and terms of remuneration of Mr. Pabitrakumar Bhattacharyya (DIN:07131152), as the Managing Director ("MD") and Chief Executive Officer ("CEO") of the Company, liable to retire by rotation, for a further period of three years with effect from 10th August 2026, upon such terms, conditions and stipulations as set out in the agreement dated 22nd May 2026 entered between the Company & Mr. Pabitrakumar Bhattacharyya and in the Explanatory Statement annexed to the Notice including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment, with authority to the Board of Directors or Committee thereof to alter and vary the terms and conditions of the said appointment and remuneration, in such manner as may be agreed to between the Board of Directors and Mr. Pabitrakumar Bhattacharyya;

   RESOLVED FURTHER THAT the Board of Directors or Committee of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and are hereby authorised to take all such actions and do all such acts, deeds, matters and things as may be necessary, proper, desirable and expedient to give effect to this Resolution."

5. 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 2027, 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 2026 Membership No.: A14177

1. An Explanatory Statement pursuant to Section 102 of the Act, which sets out details relating to Item Nos. 4 & 5 of the Notice is annexed hereto. Pursuant to Regulation 36 of the 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 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 63rd 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 2026 and Notice of the 63rd AGM are being sent to the Members whose mail IDs are available with your Company/Depository Participant/(s) ("DPs"). Further, in compliance with regulation 36(1)(b) of the Listing Regulations, a letter providing weblink, including the exact path, where Annual Report for FY 2026 is available, is being sent to those members whose email address is not registered with the Company / Registrar and Transfer Agent / DPs / Depositories. Annual Report and the notice of the 63rd AGM are also posted on the website www.unichemlabs.com and that of the exchanges namely www.bseindia.comand www.nseindia.com for download.

   In case any member is desirous of obtaining physical copy of the Annual Report for the FY 2026 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. 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.comat least 48 hours before the commencement of the AGM.

7. The Registers and documents as required and referred to in the Notice will be available for inspection electronically to the members without any fee from the date of circulation of this Notice up to the date of AGM, i.e. Tuesday, 11th August 2026. Members seeking to inspect such documents can send an e-mail to shares@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. Instructions for Shareholders for remote e-Voting and joining the AGM are as under:

    The remote e-Voting period begins on Friday, 7th August 2026 at 9:00 a.m. and ends on Monday, 10th August 2026 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. Tuesday, 4th August 2026 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 Tuesday, 4th August 2026. 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 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.
       	2) Existing IDe AS user can visit the e- Services website of NSDL viz. https://eservices.nsdl.com either 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.
       	3) 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
       	4) 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 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.

       Type of Shareholders	Login Method
       	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 CDSL	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 (holding	registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see
       securities in demat	e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL
       	Depository site after successful authentication, wherein you can see e-Voting feature.
       mode) login through
       	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.
       depository participants

       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.comor 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 139827 then user ID is 139827001***.

       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 www.evoting.nsdl.com.

          2. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on 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 139827" 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. Tuesday, 4th August 2026 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 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. Tuesday, 4th August 2026 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 www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request 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 Wednesday, 5th August 2026 (9:00 a.m. IST) to Saturday, 8th August 2026 (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.

11. 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.

12. 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

13. 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

14. 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 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.

15. 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 2026 Membership No.: A14177

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

Item No. 4

Mr. Pabitrakumar Bhattacharyya was appointed as Managing Director ("MD") of the Company for a term of three years w.e.f. 10th August 2023. Accordingly, his term expires on 9th August 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 22nd May 2026, has re-appointed Mr. Pabitrakumar Bhattacharyya, as MD & Chief Executive Officer ("CEO") of the Company for a further period of three years, with effect from 10th August 2026 to 9th August 2029, liable to retire by rotation, subject to the approval of the Members. It is proposed to seek members' approval in terms of the applicable provisions of the Act for re-appointment of and remuneration payable to Mr. Pabitrakumar Bhattacharyya as MD & CEO of the company.

Mr. Bhattacharyya has a rich experience of over three decades in manufacturing and technical excellence, production, business excellence, project management, multi-sites operations, process improvement, six sigma project management, process development, quality assurance, strategic planning, cost reduction through innovations, cost analysis and control, process automation.

Since August 2023, after being appointed as MD of the Company, he has been instrumental in the major turnaround strategy of the Company. Under his leadership, the Company has demonstrated strong operational resilience, significant operational yield improvement in manufacturing processes and expansion of global business. His leadership has played a critical role in transforming the organisation into a more agile and sustainable long-term growth by focusing on value creation for the Company.

During his tenure, Unichem's standalone revenue grew by 84% and formulation manufacturing volume increased by 131%, while multiple cost optimisation initiatives reduced the expense-to-revenue ratio from 66% to 41%, significantly improving profitability and business sustainability.

Brief terms and conditions of re-appointment of MD & CEO are given below:

1. Term

   The appointment as MD and CEO is for a period of three years with effect from 10th August 2026.

2. Remuneration

   1. Basic Salary of ₹20,00,000 per month with effect from 10th August 2026 with such increments as Nomination and Remuneration Committee ("NRC") and Board may decide subject to a ceiling of ₹ 28,00,000 per month over the remaining tenure. ("Maximum ceiling").

   2. Commission: Such commission to be decided by the Board as may be recommended by the NRC which shall not exceed 1% of the net profits of the Company in a financial year computed in terms of Section 198 and subject to the overall ceilings laid down under Section 197 and Schedule V of the Act. The specific amount that may be payable to the MD & CEO will be based on his performance as evaluated by the Board or the NRC and as may be approved by the Board and will be payable annually after the annual accounts have been approved by the Board.

   3. Contribution to Provident Fund: Company's contribution to provident fund shall be as per the scheme applicable to the employees of the Company.

   4. Contribution to National Pension Scheme: Company's contribution to national pension scheme shall be in accordance with the rules of the scheme as may be applicable or as may be framed / decided by the Company.

   5. Gratuity: As per the rules of the Company, payable in accordance with the approved gratuity fund and which shall not exceed half a month's salary for each completed year of service.

3. Perquisites

   1. In addition to Basic Salary, the MD & CEO shall be also eligible for House Rent allowance @ 30% of salary on a monthly basis.

   2. Medical, hospitalisation and healthcare expenses: Actual expenses incurred for the MD and CEO and his family including mediclaim policy premium to be paid by the Company.

   3. Leave Travel Concession: For the MD & CEO and his family, once in a year incurred in accordance with any rules specified by the Company subject to a ceiling of one month salary.

   4. Company maintained car with driver.

   5. Communication Facilities: The Company shall bear all expenses of Communication facilities installed at the residence of the MD & CEO including but not limited to Telephones (land lines/mobiles), Computers/Laptops, Internet connection.

   6. Personal Accident Insurance: Personal Accident Insurance as per the Company's policy.

   7. Leave: The MD & CEO shall be eligible for leave as per Rules of the Company.

   8. The MD & CEO shall be entitled to:

      1. the reimbursement of entertainment expenses actually and properly incurred by him in the course of the legitimate business of the Company in accordance with the rules and regulations of the Company in force from time to time or as may be approved by the Board of Directors; and

      2. the reimbursement of travelling, hotel and other expenses incurred by him in India and abroad exclusively on the business of the Company in accordance with the rules and regulations of the Company in force from time to time or as approved by the Board of Directors.

4. Valuation of Perquisites

   Perquisites mentioned in above shall be evaluated in accordance with the Income Tax Rules, 2026 wherever applicable, and in other cases at the actual cost to the Company.

5. Minimum Remuneration

   When in any financial year, the Company has no profits or its profits are inadequate, the remuneration including the perquisites as aforesaid will be paid to Mr. Bhattacharyya in accordance with the applicable provisions of Schedule V of the Act and subject to such approvals as may be required.

6. Others important terms of appointment:

   1. The terms and conditions of the appointment of the MD & CEO may be altered and varied from time to time by the Board as it may, in its discretion deem fit, subject to the limit stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the MD & CEO, subject to such approvals as may be required.

   2. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the MD & CEO, unless specifically provided otherwise.

   3. As long as Mr. Pabitrakumar Bhattacharyya functions as MD & CEO, he shall not be paid any sitting fee for attending the meetings of the Board of Directors or Committees thereof.

   4. The MD & CEO shall adhere to the Code of Conduct of the Company and shall not during the continuance of his employment with the Company or at any time thereafter divulge or disclose to any person whomsoever or to make any use whatsoever for his own purpose or for any purpose other than that of the Company or any information or knowledge obtained by him during his employment as to the business or affairs of the Company or its methods or as to any trade secrets or secret processes of the Company. The MD & CEO shall during the continuance of his employment hereunder also use his best endeavour to prevent any other person from so doing provided however that such divulgence or disclosure by the MD & CEO to officers and employees of the Company for the purpose of business of the Company shall not be deemed to be contravention of this clause.

   5. Any property of the Company or relating to the business of the Company, including memoranda, notes, records, reports, plates, sketches, plans, recorded diskettes, drives, tapes, electronic memory gadgets or other documents or which may be in the possession of or under the control of the MD & CEO or has, at any time access shall, at the time of the termination of his employment be delivered to the company and shall not be entitled to the copyright in any such document which he hereby acknowledges to be vested in the Company or its assigns and binds himself not to retain copies of any of them.

   6. The Company may forthwith terminate the employment, if the MD & CEO shall at any time be prevented by ill-health or accident from performing his duties.

   7. The Company shall be entitled to forthwith terminate the agreement if the MD & CEO becomes insolvent or makes any composition or arrangement with his creditors or he ceases to be a Director of the Company.

   8. In the case of death of the MD & CEO in the course of his employment, the Company shall pay to his legal representatives the remuneration for the then current month in addition to such other sum as the Board may determine.

   9. If the MD & CEO is guilty of inattention to or negligence in the conduct of the business or of any other act or omission inconsistent with his duties or of any breach of this Agreement which in the opinion of the Board renders his retirement from the office, the Company by not less than ninety days' notice in writing to him determine this Agreement and upon the expiration of such notice the MD & CEO shall cease to be the Director of the Company.

   10. Notwithstanding anything to the contrary contained in the Agreement, either party shall be entitled to terminate the Agreement, at any time by giving to the other party ninety days' notice in writing in that behalf without the necessity of showing any cause and on the expiry of the period of such notice this Agreement shall stand determined and the MD & CEO shall cease to be the Director of the Company, provided that the aforesaid notice may be waived mutually by the parties hereto.

Mr. Pabitrakumar Bhattacharyya satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under subsection (3) of Section 196 of the Act for being eligible for his reappointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act. He is not debarred from holding of office of Director pursuant to any Securities and Exchange Board of India Order or any other authority. This Statement setting out material facts and the resolution may be treated as a written contract setting out the terms of re-appointment of Mr. Pabitrakumar Bhattacharyya

under Section 190 of the Act.

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 No. 4 of the Notice.

Based on the consideration and recommendation of the NRC, the Board of Directors recommends Special Resolution forming part of Item No. 4 of the accompanying Notice for approval of the Members.

Members are requested to consider approving re-appointment and remuneration of Mr. Pabitrakumar Bhattacharyya as MD & CEO from 10th August 2026 up to 9th August 2029.

1. GENERAL INFORMATION:

   1. Nature of Industry: Unichem Laboratories Limited (ULL) is an integrated pharmaceutical company and manufactures and markets a large basket of APIs as well as pharmaceutical formulations as branded and generics in several regulated and unregulated markets around the world. The company's products cater to a diverse range of therapeutic areas such as cardiology, gastroenterology, diabetology, psychiatry, neurology, anti-bacterial, anti-infective and pain management. As on date, the company has formulations manufacturing facilities in Goa, Baddi (Himachal Pradesh), and Ghaziabad (Uttar Pradesh), while its API manufacturing facilities are in Pithampur (Madhya Pradesh), Roha, and Kolhapur (Maharashtra). The R&D Centre called the Centre of Excellence is in Goa. The Company derives significant share of its revenue from regulated markets, primarily the US, Brazil and Europe, with its US operations remaining the largest contributor.

   2. Date or expected date of commencement of commercial production: The Company started commercial production in the year 1962.

   3. In the case of new companies, the expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable.

   4. Financial performance based on given indicators: As given in Table 1.

   5. Earnings in Foreign Exchange (₹ in crs): As given in Table 2.

   6. Foreign investments or collaborations if any: The Company does not have any foreign investment or collaborations except direct investments in five Wholly Owned Overseas Subsidiaries (WOS) and an Associate Company in India as given in Table 3.

2. INFORMATION ABOUT THE APPOINTEE: Mr. Pabitrakumar Kalipada Bhattacharyya

   1. Brief Background: Refer the Statement (Item No. 4) above setting out material facts pursuant to Section 102(1) of the Act and in Annexure 1, is not repeated here for the sake of brevity.

   2. Past Remuneration: Mr. Bhattacharyya as per the approval given by the shareholders is currently drawing a total remuneration of ₹ 3.71 crores

   3. Recognition or awards: Received the following awards for leading various teams at the manufacturing locations in Ipca Group.

      1. First Prize from the Bureau of Energy Efficiency, Government of India- New Delhi in the year 2016 and 2018.

      2. Received Silver, Gold and Platinum SEEM Award. (Society of Energy Engineers and Managers) in the year 2017, 2020, 2021, 2022, 2023 and 2024.

      3. Received award on environment protection and management in the year 2022.

      4. National Water Award from Ministry of Jal Shakti (Department of water resources) in the year 2020.

      5. Certificate with 4 Stars rating in pharmaceutical category from the State Pollution Control Board.

      6. Narayan Meghaji Lokhande Safety Award from the Government of Maharashtra in the year 2023.

      7. Best Safety Practices Award from National Safety Council and Directorate of Industrial Safety and Health.

   4. Job Profile and his suitability / Remuneration proposed to be paid: Refer the Statement (Item No. 4) above setting out material facts pursuant to Section 102(1) of the Act and Annexure 1, and is not repeated here for the sake of brevity.

   5. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: The remuneration payable to Mr. Bhattacharyya has been considered by the NRC based on his profile, knowledge, experience, and responsibilities to be discharged by him.

   6. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Mr. Bhattacharyya has no other pecuniary relationship with the Company, Directors or any Key Managerial Personnel or their relatives except to the extent of the remuneration drawn by him. He is not related to any Directors or Key Managerial Personnel or their relatives. He owns one share in the Company.

3. OTHER INFORMATION:

   1. Following the sale of its domestic formulations business, the company focused on scaling up its international formulations business, especially in the US. The Company's operations are backward integrated with expansion of API facilities is expected to strengthen cost structure and improve operating leverage. The Company has a clean track record with respect to regulatory inspections. It has completed its various capex plans and is working towards optimisation of its capacities which is expected to give returns in the coming years, however it is envisaged that there may be loss / inadequacy of profits during the period for which remuneration is payable to Mr. Bhattacharyya and hence the said Resolution for the approval of the Members.

   2. Steps taken or proposed to be taken for improvement: After the acquisition in 2023 by Ipca Laboratories Limited (Ipca), the Company had successfully executed a comprehensive 360° business turnaround strategy focused on operational excellence, supply chain optimisation, energy conservation and sustainable operational improvement.

      The transformation was driven through manufacturing cost optimisation, yield improvement, power and fuel reduction, solvent recovery, purchase price reduction, air freight optimisation, capacity enhancement without major capex, new product transfer, manpower optimisation and EHS & sustainability initiatives.

      Ipca has a strong API franchise with backward integration that will enable your Company to scale up its global generic portfolio and increase its market share with cost efficiency and competitiveness. Your Company has benefited from the operational synergies with Ipca, which helped optimise its input costs through centralised raw material procurement and lower logistics costs. As Ipca is present in various geographies, the Company will be able to expand, especially in the rest of the world (RoW) markets, aiding its growth. Further, the Company is expected to leverage on the financial flexibility which its parent enjoys in the banking and financial channels.

   3. Expected increase in productivity and profits in measurable terms: In view of above, these initiatives will significantly strengthen margins, improve operational efficiency and enhance your Company's long-term business competitiveness.

4. DISCLOSURES:

The disclosures on the remuneration package of Directors and details of all elements of the remuneration package, details of fixed components, etc. is mentioned in the Corporate Governance Section of the Annual Report 2025-26 of the Company.

(₹ in crores)

# Before Foreign Exchange gain/loss

(₹ in crores)

(₹ in crores)

* Impairment wholly provided in books

Item No. 5

The Board of Directors at its Meeting held on 22nd May 2026, 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 2027, 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. 5 except to the extent of their shareholding, if any, in the Company.

Accordingly, resolution at Item No. 5 of the Notice, is recommended by Board of Directors for Members approval as an Ordinary Resolution.

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

Mumbai Head - Legal & Company Secretary

22nd May 2026 Membership No.: A14177

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

The Board of Directors are pleased to present the 63rd Annual Report with audited financial statements (standalone and consolidated) of the Company for the financial year ended 31st March 2026.

(₹ 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.

On a consolidated basis, the revenue from operations for the financial year stood at ₹ 2,201.85 crores, as compared to ₹ 2,110.97 crores in the previous financial year, representing a growth of 4.31%. On a consolidated basis, profit before tax and exceptional income was ₹ 90.52 crores as compared to ₹ 154.59 crores in the preceding year. Profit for the year stood at ₹ 252.84 crores against

₹ 137.52 crores reported in the previous year.

On a standalone basis, the revenue from operations for the financial year stood at ₹ 1,412.29 crores, compared to ₹ 1,735.70 crores in the previous financial year. Profit for the year was ₹ 158.94 crores as compared to ₹ 162.96 crores in the preceding year.

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

As of 31st March 2026, the Company has five subsidiary companies and one associate company. In accordance with the applicable regulatory requirements, the financial information of these entities has been presented in Form AOC-1, which forms part of the consolidated financial statements.

For additional information relating to the impairment of investments in the associate company and the wholly owned subsidiaries, kindly refer to Notes 6, 37 and 40 of the standalone financial statements.

The audited financial statements of all subsidiary companies are available on the Company's website at www.unichemlabs.com. These documents may also be inspected during business hours at the Company's Registered Office, in accordance with the provisions of Section 136 of the Act. Shareholders who wish to obtain a copy of the subsidiary accounts may send a written request to the Company Secretary at the Registered Office or email their request to shares@unichemlabs.com.

Unichem Pharmaceuticals (USA) Inc. is classified as a material subsidiary in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Company's Policy on Material Subsidiaries. The Policy on Material Subsidiaries is available on the Company 's website at: 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 line with the requirements of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its official website at: https://www.unichemlabs.com/pdf/policies/dividend-distribution-policy.pdf.

The Company's authorised and paid-up share capital of the Company remained unchanged during the year under review. The Company has not issued any shares with differential voting rights or sweat equity.

The Unichem Employee Stock Option Scheme 2018 ("the Scheme") remains in force and continues to be administered by the Nomination and Remuneration Committee ("NRC"). No amendments were carried out to the Scheme during the financial year under review except change in the exercise period granted to an employee of the Company's subsidiary holding vested ESOPs.

In accordance with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the necessary d i s c lo s u r e s p e r t a i n i n g t o t h e S c h e m e h a v e b e e n m a d e a v a i l a b l e o n t h e C o m p a ny 's w e b s i t e a t 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 regulatory requirements and the resolution passed by the shareholders at the general meeting. This certificate will be available for inspection by the members at the forthcoming Annual General Meeting ("AGM").

The Company's banking facilities continue to be rated by ICRA. During the year, ICRA has reaffirmed the Company's long-term credit rating to A+ (pronounced ICRA A Plus) with a stable outlook. The Stable outlook on the long-term rating factors the expected growth in the company's revenues & earnings and synergies as a subsidiary of the Ipca Group. The integration with Ipca shall provide Unichem strategic advantages, operational synergies & access to Ipca's established distribution network.

In compliance with Regulation 34(2), read with Part B of Schedule V of the Listing Regulations, the Management's Discussion and Analysis ("MDA") Report giving the details on review of operations, performance, opportunities, and outlook of the Company forms an integral part of this Report and is annexed herewith as Annexure A.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. The Company continues to uphold exemplary governance practices across all its operations.

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

The Company's Board comprises accomplished professionals from diverse fields, each contributing significant expertise, domain knowledge, and experience. This well-balanced composition of Executive and Independent Directors ensures robust deliberations and effective decision-making by blending strong business insight with independent judgment.

During the year under review:

• Board has approved redesignation of Mr. Pabitrakumar Bhattacharyya from Managing Director ("MD") to MD & Chief Operating Officer ("CEO") effective 22nd May 2026.

• None of the Non-Executive Directors had any pecuniary relationship or engaged in any transaction with the Company, other than the receipt of sitting fees.

1. Retirement by Rotation

   In accordance with Section 152 of the Act and the Company's Articles of Association, Mr. Pabitrakumar Bhattacharyya is liable to retire by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. The Board of Directors, acknowledging his significant contributions, recommends his re-appointment. The resolution seeking shareholders'approval, along with the requisite details, forms part of the Notice convening the AGM.

2. Re-appointment of Managing Director

   Mr. Bhattacharyya has played a pivotal role in transforming the Company into a profitable and globally competitive enterprise through enterprise transformation, manufacturing excellence, Research & Development, product innovation, product commercialisation, cost optimisation, cost reduction initiatives, productivity enhancement and capacity enhancement without significant capital investment, energy optimisation, environmental excellence, operational restructuring, supply chain optimisation, digital transformation and disciplined cost management. Under his leadership, the Company has strengthened its presence across regulated and emerging markets, expanded its product pipeline and CMO business, enhanced strategic partnerships, reinforced regulatory compliance through successful global inspections, and accelerated growth across both API and formulation businesses. With over three decades of leadership experience in the global pharmaceutical industry, his strategic vision, extensive expertise and proven track record in delivering sustainable growth and operational excellence, the Board was confident that his continued leadership will be highly beneficial to the Company. The terms and conditions of re-appointment, including remuneration, are in accordance with the applicable provisions of the Act and are set out in the Notice convening the ensuing AGM.

3. Independent Directors ("IDs")

   All Independent Directors ("IDs") have confirmed their continued compliance with the independence criteria prescribed under Section 149(6) of the Act and Regulation 16(b) of the Listing Regulations. Furthermore, in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the IDs have affirmed that they are registered with the databank maintained by the Indian Institute of Corporate Affairs and have successfully passed the prescribed proficiency test, where applicable. They have also confirmed that there has been no change in circumstances affecting their independence and that they continue to adhere to the Code of Conduct for Independent Directors.

   Based on the disclosures submitted, none of the IDs are disqualified or debarred from serving as Directors under Section 164 of the Act, any SEBI order, or any other applicable authority. The Board has reviewed these declarations in accordance with Regulation 25(9) of the Listing Regulations and confirms that the IDs continue to maintain independence from management.

   The Board further acknowledges that the IDs possess a high level of integrity, expertise, and experience across a broad spectrum of areas, including manufacturing, operations, finance, human resources, strategy, sales and marketing, auditing, and risk management which are beneficial to the Company.

   A comprehensive matrix outlining the skills, expertise, and competencies of all Directors, including IDs, along with details of the familiarization programme for Directors, is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

   1. Completion of tenure

      The term of appointment of Mrs. Priti Puri as an ID of the Company was completed on 20th March 2026. The Board of Directors of the Company places on record utmost appreciation and gratitude for the meaningful contribution made by Mrs. Priti Puri during her tenure as an ID with the Company.

   2. Appointment of new Independent Director

      Based on the recommendations of the NRC, the Board had approved the appointment of Dr. (Ms.) Swati Patankar (DIN 06594600) as Non-Executive and Independent Director of the Company for a term of five consecutive years with effect from 5th February 2026. The members of the Company, by way of a special resolution passed through Postal Ballot, approved her appointment on 27th March 2026.

4. Key Managerial Personnel ("KMP")

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

   1. Mr. Pabitrakumar Bhattacharyya, MD & CEO;

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

   3. Mr. Sanjay Jain, Chief Financial Officer.

   Board Performance and Evaluation

   In accordance with the requirements of the Act and the Listing Regulations, the Board carried out its annual evaluation of its own performance, it's Board Committees, individual Directors, and the Chairman. The evaluation was conducted using a structured questionnaire designed separately for the Board, each Committee, the Chairman, and individual Directors. Further details of this evaluation process are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

   Salient features of the Nomination and Remuneration Policy

   Based on the recommendation of the NRC, the Board has formulated a policy governing the selection, appointment, and remuneration of Directors, KMP, and Senior Management. This policy is available on the Company's website at: https://www.unichemlabs.com/pdf/policies/nomination-and-remuneration-policy.pdf.

   The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non-Executive Directors, KMP, and Senior Management team. This approach is fully aligned with the Company's Remuneration Policy, which aims to ensure fairness, competitiveness, and industry alignment in compensation practices.

   1. Managing Director

      The remuneration of the Whole-time Director consists of both fixed and variable components. The fixed portion includes salary, perquisites, and allowances, while the variable component comprises commission recommended, if any, as stipulated in the terms of appointment. The remuneration structure is determined based on the recommendations of the NRC and approved by the Board of Directors, subject to shareholders'approval and is within the limits prescribed under the Act and applicable Rules.

   2. Non-Executive Directors

      Non-Executive Directors are compensated through sitting fees for attending meetings of the Board and its Committees, in accordance with the provisions of the Act and relevant rules. Apart from sitting fees, no other remuneration is paid to Non-Executive Directors.

   3. KMP, Senior Management, and Other Employees

      The remuneration framework for KMP, Senior Management, and other employees primarily includes basic salary, perquisites, allowances, and performance-linked incentives, such as Employee Stock Options wherever applicable. Perquisites and retirement benefits are extended in line with the Company's established policies. While structuring these remuneration packages, the Company considers the prevailing employment market and compensation trends within the industry to ensure competitiveness and alignment with market standards.

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

      During the year, the Company had paid an amount of Euro 16,753,873.41 against EU Commission demand notice relating to Perindoprill patent dispute of 2005. Apart from above, no significant or material orders were passed by any regulatory authority, court, or tribunal that would affect the Company's going concern status or future operations.

      Corporate Social Responsibility ("CSR")

      The Corporate Governance Report sets out the composition and terms of reference of the CSR Committee. The Company has also adopted a CSR Policy. 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 Company's 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 9th August 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 extending until the conclusion of the 64th AGM, scheduled in 2027.

      The Notes to the Financial Statements, as referred to in the Auditor's Report, are self-explanatory and do not call for any additional comments.

      The Auditor's Report for the financial year under review contains no qualifications, reservations, adverse remarks, or disclaimers that may call for any explanation from the Board of Directors. M/s. N. A. Shah have confirmed their continued eligibility to act as the Statutory Auditors of the Company. They have further confirmed that their firm has undergone peer review by the Institute of Chartered Accountants of India ("ICAI") and holds a valid certificate issued by the ICAI's Peer Review Board.

      Cost Auditors

      In accordance with the provisions of Section 148(1) of the Act, the Company maintains the required cost records, which are subject to audit by the 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 2026, in Form CRA-4 (XBRL format), will be filed with the Ministry of Corporate Affairs within the prescribed timeframe.

      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 FY 2027. The firm has confirmed that their appointment complies with the applicable provisions of the Act and the rules framed thereunder. They have also affirmed their eligibility to serve as the Cost Auditors of the Company for the year ending 31st March 2027.

      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 FY 2027 is subject to ratification by the members of the Company. The Board accordingly recommends the remuneration for approval at the forthcoming AGM. The relevant resolution seeking such ratification forms part of the Notice convening the AGM.

      Secretarial Audit

      At the 62nd AGM held on 4th August 2025, the Members have appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, for a term of five consecutive years, effective 1st April 2025. The Secretarial Audit Report issued by M/s. Alwyn Jay & Co. is annexed as Annexure D to this Report. The Report contains no qualifications, reservations, or adverse remarks and is self-explanatory, requiring no further clarification.

      Furthermore, M/s. Alwyn Jay & Co. have issued the Secretarial Compliance Report for the financial year ending 31st March 2026. The Report confirms the Company's compliance with all applicable laws, rules, and regulations, and further states that no enforcement actions were initiated during the year by SEBI or the Stock Exchanges against the Company, its material subsidiaries, or its promoters/directors. The Company has also uploaded the Report on the websites of BSE and NSE within the prescribed timelines.

      During the year under review, the Statutory Auditors, Internal Auditors, Secretarial Auditors, and Cost Auditors did not report any instance of fraud involving the Company's officers or employees under Section 143(12) of the Act. Accordingly, no disclosures are required in this regard in the Board's Report.

      Compliance with Secretarial Standards

      During FY 2026, the Company complied with all applicable Secretarial Standards, as amended, issued by the Institute of Company Secretaries of India.

      Meetings of Board

      Five Board meetings were held during the year, the details of which are provided in the Corporate Governance Report.

      Committees of the Board

      The Board has instituted five committees: Audit, Nomination and Remuneration, Corporate Social Responsibility, Stakeholders' Relationship, and Risk Management. All recommendations put forward by these committees have been duly accepted by the Board. Comprehensive details on the composition of each committee, the frequency of their meetings, and other relevant information are outlined in the Corporate Governance Report.

      Related Party Transactions ("RPTs")

      In line with the requirements of the Listing Regulations, the Company has formulated a Policy on Related Party Transactions ("Policy") which is also available on the Company's website at https://www.unichemlabs.com/pdf/policies/related-party-transactions-policy.pdf.

      During the year under review, the Company complied with all applicable regulatory requirements relating to RPTs. Omnibus approval from the Audit Committee was obtained for transactions of a repetitive nature, while prior approvals from the Audit Committee and/or the Board of Directors were secured wherever required before entering into such transactions. All RPTs were carried out on an arm's length basis and, in cases where they were not in the ordinary course of business, the necessary approvals from the Board were duly obtained. Details of RPTs undertaken during each quarter were subsequently placed before the Audit Committee for its review.

      There were no contracts or arrangements requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Furthermore, no transactions were identified that could potentially give rise to a conflict of interest with the overall interests of the Company, in line with the Company's Policy on the Materiality of Related Party Transactions.

      Members have through Postal Ballot approved following material related party transactions to be entered into for FY 2027:

      1. Ipca Laboratories Limited with Unichem Pharmaceuticals USA Inc., wholly owned subsidiary of Unichem Laboratories Limited;

      2. Unichem Laboratories Limited with Unichem Pharmaceuticals USA Inc.

Further, other than shareholding in the Company, receipt of remuneration, and payment of sitting fees, as approved by the Board there were no pecuniary transactions involving any Director or KMP that could potentially give rise to a conflict of interest.

Related party disclosures in accordance with Ind AS 24 are provided in the Notes to Accounts forming part of the financial statements.

Your Company has established adequate internal financial controls over financial reporting, which are commensurate with the size, scale, and complexity of its operations. An external firm, M/s. Ram Agarwal & Associates, Chartered Accountants, has been appointed as Internal Auditors to independently assess the adequacy and effectiveness of the design, implementation and functioning of internal controls, systems, and processes. The internal control systems and the risk management framework are elaborated in detail in the Management Discussion and Analysis section, which forms an integral part of this Report.

The Company upholds a zero-tolerance approach towards any form of unethical conduct, underscoring its strong commitment to integrity and ethical business practices. Your Company has framed a Vigil Mechanism Policy in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations wherein the employees are free to report any improper activity resulting in violation of laws, rules, regulations or code of conduct by any of the employees. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy.

During the year under review, the Company reached out to employees through Workshops, training sessions, e-learning modules and periodic communications to create greater awareness with respect to its Whistle Blower policy including its other policies on Code of Conduct and Anti-bribery.

The mechanism includes adequate safeguards to protect whistleblowers against retaliation or victimisation. During the year under review, no person was denied access to the Audit Committee, and no complaints were received. The Whistle Blower Policy is available on the Company's intranet as well as its website, and concerns may be reported through the designated email address: whistleblower@unichemlabs.com.

The disclosures pertaining to remuneration and other required particulars, in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in Annexure E forming part of this Report.

Pursuant to Section 136 of the Act, the statement containing particulars of employees as prescribed under Section 197 read with Rules 5(2) and 5(3) of the aforesaid Rules is not being circulated to the Members along with this Annual Report. However, Members who wish to obtain a copy of the same may submit a written request to the Company Secretary, quoting their Folio No./DPID & Client ID, at shares@unichemlabs.com.

The fulfilment of environmental, social and governance responsibility is an integral part of the way our Company conducts its business. Sustainability has become a key focus across all our operations, and we remain committed to conserving resources throughout our business activities. During the year, we achieved a significant 73% reduction in Scope 1 GHG emissions compared to our 2022 baseline and further reductions are anticipated in the coming years. The Company is in the process of installing solar plant for electricity requirements of its Roha and Kolhapur facilities. Power Purchase Agreements for Roha and Kolhapur are currently in progress, which are expected to contribute to a reduction in Scope 2 GHG emissions. In the current year, the Company has achieved 10% reduction in Scope 2 GHG emissions.

The disclosures as required under Section 134(3)(m) of the Act, read with the applicable rules, are set out in Annexure F forming part of this Report.

The Company continues to remain committed to generating a positive impact across economic, social, and environmental dimensions. In compliance with Regulation 34(2)(f) of the Listing Regulations, the BRSR for FY 2026 is provided as Annexure G and forms an integral part of this Annual Report.

At Unichem, we strive to create an environment where there is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, social origin or age. The Company is committed to fostering a safe, inclusive, and respectful workplace where employees can discharge their responsibilities without prejudice, gender bias, or any form of harassment. The Management continually endeavours to sustain a work environment that promotes dignity and equality, free from discrimination and sexual harassment.

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a comprehensive Policy on Prevention of Sexual Harassment at the Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee ("ICC") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the corresponding rules to address and resolve complaints relating to sexual harassment. The Policy sets out the framework for redressal of complaints and the inquiry process to be followed by the ICC, and is applicable to all women employees, including those engaged on a permanent, temporary, contractual, or trainee basis.

The Policy also provides adequate safeguards against retaliation or victimisation of individuals who report concerns in good faith. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their colleagues at the workplace. At Unichem, every individual is expected to treat colleagues with respect and dignity.

The details of complaints received and disposed off by the ICC during FY 2026 are as under:

Pursuant to 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 hosted on the Company's website and can be accessed at https://www.unichemlabs.com/annual-report.php.

The details of loans, guarantees, and investments made pursuant to Section 186 of the Act are disclosed in Notes Nos. 6, 7, 13, 35, and 52 to the standalone financial statements.

During the year under review, there were no transactions requiring disclosure or reporting in relation to the following matters:

• Acceptance of deposits in terms of Chapter V of the Act;

• Transfer of any amounts to reserves;

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

Your Company is in compliance with the provisions of the Maternity Benefits Act, 1961 for the year ended 31st March 2026.

The Company continues to focus on building an inclusive and empowering workplace that recognises employee contributions while encouraging continuous growth and development opportunities.

Further, the Company accords the highest priority to safeguarding human health, ensuring workplace safety, and protecting the environment. It remains committed to upholding robust health and safety standards across all its plants and facilities, which form the cornerstone of its Environmental, Health, and Safety (EHS) management systems and governance framework.

To the best of their knowledge and belief, and based on the information and explanations made available to them, your Directors hereby confirm the following statements in accordance with Section 134(3)(c) of the Act.:

1. that in preparation of annual accounts for the year ended 31st March 2026, 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 2026 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 place on record their appreciation for the continued co-operation and support extended by the Company's parent company, bankers, associates and Central and State Governments and look forward to their sustained support and collaboration in the future. A profound thanks to our employees, suppliers and partners for your remarkable dedication and contributions throughout the year. We also deeply appreciate the trust and support of our valued customers and shareholders, who play an integral role in our continuing success.

For and on behalf of the Board of Directors,

Mumbai Chairman

22nd May 2026 (DIN: 00001285)

The global landscape is marked by a multitude of 'black swan' disruptions from geopolitical developments to supply chain challenges to climate change and rapid technological advancements. The year began with an escalation in tariffs, unsettling global trade patterns, particularly for export-oriented entities. Today, we live in an era of unprecedented geopolitical conflicts, uncertainty in trade policies, the accelerated climate crisis and regulations, as well as, the societal impact of dynamically evolving areas such as artificial Intelligence raising significant concerns.

The war in West Asia has created multiple vortexes of headwinds. Amid daily swings in crude oil prices, global growth prospects for 2026 appear grim. Even if the war ends soon, rebuilding energy infrastructure in West Asia may take months, if not years. A surge in energy prices and its availability could lead to higher inflation, impacting demand and this in turn would hurt corporate profitability. It is therefore expected that India's economic growth is going to be impacted in FY 2027.

The country will, however, remain among the fastest-growing major economies in FY 2027 despite headwinds from West Asia, supported by strong macroeconomic fundamentals as per the World Bank. In the said emerging backdrop, our nation demonstrates remarkable resilience to external risks, driven by strong domestic fundamentals and a stable and progressive policy framework. India continues to advance at an exceptional pace towards becoming an inclusive and sustainable developed economy.

The Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. India, recognised as the 'pharmacy of the world', supplies one in five generic medicines globally and has risen from seventh place in 2019 to currently third in global export volume. India has the largest number of USFDA-compliant plants outside the US and over 2,000 WHO-GMP approved facilities, exporting to 150+ countries.

The pharmaceuticals export during the FY 2026 had shown a growth of 2.1% which is currently worth about $1.6 trillion, with India contributing around 3% to 3.5%. 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. 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.

Unichem, now being part of the Ipca Group and having a wide range of product portfolio and state-of-the-art R&D facility, with decades of experience and understanding of the global markets, is well positioned to serve this opportunity which will help further to consolidate our position in the market.

In FY 2026, the global generic pharmaceuticals market continues expanding at a robust CAGR of 5% to 8% to meet rising global demand for affordable medication. The market is currently estimated to be approximately US$ 450 to US$ 500 billion with high growth expected in oncology, cardiovascular, and CNS therapeutic areas. The market is undergoing a structural transformation from simple oral solids to complex generics and biosimilars in this segment and looking for new opportunities in the near future in patent cliffs of blockbuster drugs.

The global pharmaceutical market is estimated to reach approximately US$ 1.72 trillion in 2026, representing a year-over-year increase of roughly 5.8% from 2025. US remains the leading market, accounting for nearly 45% of global revenue in 2026. The Asia Pacific region is witnessing the fastest growth, driven by rapid healthcare infrastructure improvements in China and India.

India's drugs and pharmaceuticals exports stood at US$ 30.38 billion in 2025 as compared to US$ 27.82 billion in 2024. Indian drugs are exported to more than 200 countries in the world, with the US as the key market. Contract research and manufacturing services is becoming one of the fastest growing segments in the pharmaceutical and biotechnology industry. The pharmaceutical market uses outsourcing services from providers in the form of contract research organizations and contract manufacturing organizations.

To combat intense price erosion in traditional generics, your Company is pivoting R&D toward complex generics. These include modified-release formulations, long-acting injectables, and inhalation products which offer higher barriers to entry and more stable margins.

API is a crucial segment of the pharma industry, contributing to around 35% of the market. India is the third-largest producer of API accounting for an 8% share of the Global API Industry. In December 2025, India announced a ₹ 60,000 crores API push to boost domestic pharmaceutical manufacturing and to cut import dependence.

The API division of your Company delivered a strong performance during FY 2026, even though alternate site qualification activities for API were accelerated to streamline commercial supplies as a part of the risk mitigation exercise. During the year, API domestic business accounted for 22% with Europe emerging as the key market for exports. Emerging markets faced pricing pressures and intense competition; however, business development initiatives taken with new molecules such as Montelukast, Ranolazine, Tadalafil, and Tizanidine are expected to provide fillip to your Company's future growth. Looking ahead with new product registrations in regulated markets such as Apremilast, Lacosamide, and Memantine, alongside cost-improvement initiatives on flagship molecules, we are confident of sustainable growth going forward.

Unichem's manufacturing footprint includes three finished formulation plants and three API facilities in India, following stringent regulatory compliance and has consistently met the gold standards of the USFDA and MHRA. The Company continues to be a trusted global healthcare partner, successfully delivering high-quality pharmaceuticals that cater to its customers across the globe largely in the United States, Europe, Brazil and emerging markets including countries in Latin America, Asia Pacific region and Africa. The Company constantly upgrades its systems and processes to ensure stringent requirements of global regulation for the delivery of high-quality, cost-effective products in the international markets.

The Company continues to manufacture diverse dosage forms at a large scale, offering cost-effective and high-quality pharmaceutical products to customers worldwide. During the year, the Company manufactured formulations of around 9.4 billion tablets/capsules.

The global generic market, characterized by intense price competition, has profoundly impacted the Company's manufacturing strategy particularly in the last quarter of FY 2026. We saw operations rapidly turning less conducive, especially for export-oriented pharmaceutical manufacturers as demand witnessed high volatility due to geopolitical uncertainty, tariff threats, trade barriers, and war situations, causing increased cost of goods sold due to supply chain disruptions.

However, several strategic initiatives were implemented across the plants during the year to increase our cost competitiveness:

• Cost reduction initiatives for energy conservation and solvent recovery.

• Optimum use of human capital with substantial reduction in overtime wages.

• Increase in the batch sizes enabled an increase in the capacities and improved manufacturing processes that resulted in yield improvements.

• Transition to eco-friendly and cost-efficient fuels continues by replacing conventional energy sources.

• The Company is also in the process of installing a solar plant for the electricity requirements of its Roha and Kolhapur facilities.

During the reporting year, two formulation facilities underwent USFDA inspections and received Establishment Inspection Reports with Voluntary Action Indicated status, reaffirming compliance with regulatory expectations. Additionally, one facility completed EU-GMP audits and successfully received EU-GMP certifications.

Safety remains a cornerstone of our operations, and we continued to foster safe work practices across our factories in FY 2026. This commitment has helped us maintain a record of zero fatalities and strive to prevent and reduce injuries. Our pledge to create a workplace that upholds the safety, health, and wellbeing of all our employees remains focused in all our activities.

The global generic pharmaceuticals market continues to be a cornerstone of sustainable healthcare, where India has established itself as the leader in this space to meet rising global demand for affordable medication. As patent cliffs on major blockbuster drugs totaling over US$150 billion in near future, shall unlock further opportunities for the sector.

It is imperative for India to bolster its Research and Development ("R&D") capabilities, foster innovation, attain self-reliance in APIs and Key Starting Material, reinforce quality and compliance commitments and cement its status as a leading global destination for pharmaceutical innovation and manufacturing.

Geopolitical uncertainty has accelerated the "regionalization" of manufacturing. Major pharmaceutical players are exploring

investments in US-based manufacturing to mitigate tariff risks, marking a strategic shift toward localizing production. The market is characterized by intense pricing pressure, high regulatory scrutiny, and frequent product shortages, especially in complex and niche therapeutic segments. However, it also presents lucrative opportunities for companies with strong operational execution, regulatory agility, and a broad pipeline of ANDAs.

Unichem has maintained a disciplined focus on expanding its portfolio in the US market, with an emphasis on therapeutic areas like CNS, Cardiovascular, Anti-infectives, and Gastrointestinal. Brazil remains one of Latin America's largest pharmaceutical markets and has seen sustained growth in generics adoption by offering a consistent supply of high-quality products at competitive prices, Unichem has strengthened its brand equity in the Brazilian market. The company continues to build capabilities to navigate evolving ANVISA regulations and expand its commercial footprint.

Your Company is demonstrating its ability to adapt and focus on cost-effective manufacturing to address the challenges of policy volatility and take opportunity arising out of patent cliffs. To combat intense price erosion in traditional generics, the company is pivoting R&D towards complex generics. These include modified-release formulations, long-acting injectables, and inhalation products which offer higher barriers to entry and is expected to provide stable margins.

Unichem has consolidated all its R&D functions at one place by the creation of the Centre of Excellence ("CoE") at Goa. The CoE is dedicated to conducting high-quality generic pharmaceutical research aimed at regulatory submissions to major global markets including the USA, Mexico, Brazil, UK, France, Germany, Italy, Spain, Japan, Korea, South Africa, Tanzania, Malaysia, Sri Lanka, and others. Regulatory filings include DMFs & ANDAs (USA), CEP, ASMF, and dossiers (EU), and JDMFs (Japan).

R&D activities follow an integrated workflow-from molecule selection to non-infringing process development, formulation innovation, bioequivalence studies, and comprehensive regulatory submissions. The CoE contributes to significant cost optimisation and superior customised solutions.

The R&D has state-of-the-art facilities to undertake formulation development of tablets, capsules, liquid orals, creams, ointments and a separate facility for injectable and pre-formulation laboratories to carry out drug-excipient compatibility studies and physical characterisation of API. Plant simulation experiments designed by Process Engineers help to anticipate and address scale up issues that the laboratory developed processes may face in the plant during technology transfer exercise. The sustained efforts of R&D over the years resulted in 84 ANDA (70 approved) filings and 79 USDMFs, 36 CEPs, 3 JDMFs, 5 China DMFs among others across various markets and therapeutic categories. During the year under review, Unichem filed one ANDA, one USDMF, 6 CEPs, 8 CADIFA given to agents and initiated new API development for API marketing purposes.

Consolidated Operations

On a consolidated basis, the revenue from operations for the financial year stood at ₹ 2,201.85 crores, as compared to ₹ 2,110.97 crores in the previous financial year, representing a growth of 4.31%. Profit after tax for the year stood at ₹ 252.84 crores against

₹ 137.52 crores reported in the previous financial year. Net sales for FY 2026 were higher than FY 2025, driven mainly by US & UK businesses whereas negative growth was seen in Brazil, Acasia division and in contract manufacturing operations. Unichem USA remains the largest, contributing 65% of the total revenue of your Company. The gross margin got impacted due to pricing pressure in US market, lower volumes seen in contract manufacturing and Acasia business, though UK market had shown better price realisation and volume.

The Company continues to maintain a strong focus on international markets, with exports contributing 98.5% to the total sales revenue. The Company has established its presence in the pharmaceutical formulations industry with a significant share of its revenue derived from regulated markets, primarily the US and Europe, with its US operations remaining the largest contributor.

Standalone Operations

On a standalone basis, the revenue from operations for the financial year stood at ₹ 1,412.29 crores, compared to ₹ 1,735.70 crores in the previous financial year. Profit for the year was ₹ 158.94 crores as compared to ₹ 162.96 crores in the preceding year. The Company continues to maintain a strong focus on international markets, with exports contributing 97.6% to the total sales revenue. Your Company has established its presence in the pharmaceutical formulations industry with a significant share of its revenue derived from regulated markets, primarily the US, Europe and Contract manufacturing operations (CMO) business.

During the year, the Company witnessed a modest revenue growth owing to pressures emanating from sustained price erosion and loss of volumes in select high-margin molecules in the US generics portfolio. However, the Company's growth and margins

are expected to improve gradually driven by volume-led growth strategies and continued operational integration with its parent company Ipca Laboratories Ltd ("Ipca") wherein synergies in procurement, backward integration and leverage in financial flexibility which Ipca enjoys with banking and financing channels should emerge. The Company has invested in capacity expansion of API facility, which is expected to augment its growth going forward.

The increase in cost had been contributed mainly from R&D related to products development, ANDA fee & bio equivalence studies apart from restructuring cost incurred for closure of Ireland plant and higher depreciation on account of capitalization of one of the Pithampur plant. The incremental impact due to "New Labour Codes" has been shown as employee benefit expenses under "Exceptional Items". Increase in other income is mainly arising from exchange gains and profit on sale of mutual fund investments.

The Company is further expected to benefit in terms of revenue, as Ipca, a well-established and diversified pharmaceutical company with presence in both branded and generic formulations, as well as APIs will enable the Company to scale up its global generic portfolio and increase its market share with cost efficiency and competitiveness through centralised raw material procurement and lower logistics cost. As Ipca is present in various geographies, your Company will be able to expand to new geographies, especially in the rest of the world (RoW) markets, aiding its revenue growth.

The manufacturing facilities of the Company are accredited by various regulatory authorities across the globe and your Company has a clean track record with respect to regulatory inspections including from USFDA. Nevertheless, the ongoing West Asia conflict may keep supply chain costs at elevated level in the near term, which may impact the margins.

The Indian pharma sector is fraught with many challenges, including geopolitical tensions, supply chain issues, pricing pressures and increased scrutiny by global regulatory agencies, among others that need to be overcome. The pharmaceutical industry faces numerous business risks, including regulatory compliance, supply chain disruptions and counterfeiting. Additionally, companies are exposed to product recalls and liability where their reputation stake is very high. Ensuring patient safety and maintaining high quality standards are also crucial, requiring careful risk assessment throughout the entire drug development and manufacturing process.

Digital transformation has redefined modern business, with application systems such as ERP, CRM, RPA, and AI platforms moving from just support functions to the backbone of operations, transactions, and reporting. While these systems enhance efficiency and scalability, they also introduce risks in cybersecurity.

Securing investments for R&D funding remains a formidable challenge due to the extensive financial commitments required over an extended period and the high risk of failure. India's gross expenditure on R&D and innovation is relatively low, with the country allocating merely about 0.7% of its GDP to research, trailing in innovation / new discovery behind the developed and some of the emerging economies.

Your Company has formulated a risk assessment group wherein periodic review of risk assessments is carried out to identify weaknesses, addressing them early with proper documentation to strengthen compliance and regulatory audits. Risk mitigation through multi-site validation of critical products provides operational flexibility and the ability to respond to market disruptions. During the year, mitigation efforts continued further by having adequate insurance coverage against various risks including cybersecurity. The risk identified and measures being taken are presented to the Risk Committee for its review.

India's pharmaceutical industry is projected to experience substantial growth, with exports expected to reach US$ 350 billion by 2047 from current levels. The Indian pharmaceutical sector has around US$ 10 billion opportunity by 2029 as various blockbuster drugs would be going off patent.

India is also emerging as a key player in the global pharmaceutical supply chain, with its Contract Development and Manufacturing Organisation ("CDMO") industry set to double to US$ 14 billion by 2028, as per Macquarie. India's fast-growing CDMO sector presents a major strategic opportunity for global pharma outsourcing and high-value drug development partnerships.

Reinvent and innovate will be the key mantra for the Indian pharma industry going forward as it looks to move from volume to value leadership, amid emerging challenges of inflation and pricing pressures in the global markets. R&D investment, market competitiveness and regulatory scrutiny are expected to shape the growth of generics and injectable products in the pharmaceutical industry.

The pharmaceutical industry is demonstrating its ability to adapt, focusing on high-impact innovation and cost-effective manufacturing. Green manufacturing and sustainable packaging are becoming strategic priorities rather than compliance exercises, as organisations are aiming to reduce energy consumption in intensive production processes.

Despite the challenges of policy volatility and patent cliffs, the strong demand for life-saving and chronic-care medicines guarantees long-term growth for the generic portfolio, which will be beneficial for your Company. In response to environmental regulations, Unichem is implementing eco-friendly packaging and reducing waste in its production.

However, the near-term outlook remains fragile as a rise in input costs, fueled by war-led supply chain disruptions, is likely to weigh on the performance of the companies. This divergence is especially pronounced in export-oriented entities which face higher freight costs and rising material costs which are harder to pass on, especially in an uneven demand environment.

As we move in the new financial year, the balance between resilience and risk remains finely poised, external shocks-particularly those linked to energy and geopolitics-can quickly reshape market conditions and macro expectations. For turbulence to recede, we need the Middle East conflict to end quickly and clarity to emerge on the status of India's trade ties with the US. The trajectory of the global economy will depend on the duration and intensity of the current conflict, even as domestic fundamentals provide a degree of stability.

Despite the challenges of pricing volatility, the strong demand particularly for generic medicines ensures a positive long-term outlook for the sector. Your Company's strategy for the coming year emphasizes vertical integration to control costs, expanding its portfolio including in oncology and investing in advanced, patient-friendly dosage forms. Artificial intelligence and machine learning are now used for excipient ratios, predict bioavailability and shorten the drug development life cycle to further optimise the cost.

The Company places strong emphasis on internal controls as a critical component of its overall management control system. The Internal Audit and Information Technology functions play a vital role in ensuring that management is regularly informed about the adequacy and effectiveness of these controls. The Company has established a robust internal control framework, commensurate with its size and nature of operations. These controls ensure strict adherence to documented policies, guidelines, authorization protocols and approval procedures.

A comprehensive framework titled "IT Asset Allocation, Data Protection and Privacy Controls" is implemented and applicable to all employees, contractual staff, trainees, consultants, auditors, vendors, service personnel, and any individual with access to IT assets. The internal control system also includes key elements such as operational review meetings, risk management processes, and entity-level as well as process-level controls, supported by regular internal audits.

The Company has a well-defined Whistle Blower Policy that enables reporting of any misconduct or unethical behaviour. To further strengthen governance, an external firm of Chartered Accountants has been appointed as Internal Auditors. They conduct audits throughout the year to evaluate the effectiveness of internal controls, including Internal Financial Controls, and identify areas for improvement.

In addition, Statutory Auditors independently review and assess the internal control systems as part of their audit process. Their observations and recommendations are presented to the Audit Committee, ensuring timely corrective actions and continuous process improvements. Relevant suggestions are also shared with respective process owners for implementation.

All employees undergo a mandatory security induction program and are encouraged to report incidents via a 24x7 monitored mailbox. The Company has implemented advanced firewall systems and centralized Network Operations Centre monitoring to strengthen cybersecurity. Additionally, robust data restoration mechanisms are in place to ensure recovery within a few hours, supported by a comprehensive disaster recovery system for business applications and critical quality data.

The HR Department exemplified a people-centric approach, aligning talent strategies with business growth, regulatory compliance, and cultural vibrancy. Through proactive workforce planning, innovative engagement initiatives, and robust capability building, HR drove operational excellence, delivered significant cost efficiencies, and achieved key regulatory milestones.

HR reviewed and aligned manpower requirements with business needs to optimize resource utilization. Your Company

strategically onboarded apprentices through structured programs that met compliance standards and operational demands. These efforts provided career-start opportunities for fresh talent, delivered structured learning to them in the pharma industry, enabled agile scaling through an "earn-while-you-learn" model, and strengthened industry-academia partnerships-building a resilient talent pipeline for sustained growth.

Monthly leadership meetings with key stakeholders-including plant heads, department heads, and senior executives-strategized business initiatives, reviewed projects, and addressed operational issues, yielding strong results. These forums offered clear visibility into operational challenges, talent gaps, growth objectives, production status, resource allocation, and risk mitigation. Outcomes included faster decision-making, enhanced cross-functional collaboration, and support for Unichem's agile response to market demands.

New engagement activities strengthened team bonding, morale, and inclusivity. Highlights included shop-floor interactions, sports tournaments, spiritual/national/cultural events, family assimilation programs, and leadership sessions.

Learning and Development (L&D) remained a cornerstone, with employees logging over 135,000 man-hours of training-an average of more than 34 hours per employee. Technical and compliance modules achieved 100% coverage via shopfloor sessions, Learning Management System (LMS) self-paced learning, Train-the-Trainer programs, skill development initiatives, and external nominations. Custom modules and workshops for certified trainers bolstered internal expertise. Amid rapid digital transformation, Unichem advanced HR processes through HRMS, LMS, online audit trails, and system integrations.

Well-being efforts featured annual health check-ups, mediclaim coverage, and other employee benefits. A five-year long-term union agreement was signed amicably at Roha, affirming our commitment to harmonious industrial relations. Compliance excellence featured zero major observations in major regulatory audits across locations and factory inspector audits, alongside seamless management of customer visits, town halls, and other events.

The workforce stood at 2,815 employees as of March 31, 2026, including 9.45% women.

Entering FY 2027, HR will build on this foundation by fostering a high-performance culture, sustaining strong momentum, and empowering talent. We remain dedicated to driving business progress with the right people's strategies to achieve key objectives.

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be forward-looking statements. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. Important factors that could make a difference to the Company's operations include global and Indian demand-supply conditions, finished goods' prices, changes in government regulations & policies, tax regimes, economic conditions within India and the countries within which the Company conducts business and other such factors. The Company does not undertake to update these statements.

For and on behalf of the Board of Directors,

Mumbai Chairman

22nd May 2026 (DIN: 00001285)

Corporate governance is the system of rules, practices, and processes that govern a company and ensure it is accountable to everyone involved-from shareholders to the community. It helps to build trust and reduce risks by adhering to principles and best practices of Corporate Governance. It also establishes a structured system of principles, policies and processes that are anchored in ethical values and responsible business practices. By integrating legislative requirements, regulatory expectations and high standards of integrity, this framework ensures transparency, accountability and sound corporate conduct. The Company is committed to upholding robust corporate governance, and all its actions are driven by its core Values and Code of Conduct.

Your Company, being a global pharmaceutical Company embedded in its mission as a caring pharmaceutical company, to enhance health through quality products, is committed to provide access to affordable medicines for healthier lives. The Company upholds a strong corporate governance philosophy that prioritizes financial integrity, ethical behaviour and robust internal control systems across all operations. Conducting business with integrity is central to the Company's values, guiding its strategic direction to supports its long-term objectives. These values provide a structure within which directors and the management can effectively pursue the Company's objectives for the benefit of its stakeholders. The Company has formulated several policies to comply with the applicable statutory and regulatory requirements on governance.

The Company continues to adhere to the corporate governance requirements prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as well as the applicable provisions of the Companies Act, 2013 ("the Act"). In compliance with these statutory and regulatory frameworks, the Corporate Governance Report, prepared in accordance with the Listing Regulations, is presented below.

The Board provides leadership, strategic guidance, objective and independent views to the Company's management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. It regularly reviews the Company's governance, risk and compliance framework, business plans and organization structure to align with the governance standards.

As of 31st March 2026, the Board of Unichem comprised six Directors, including one Whole-time Director, two Non-Executive and Non-Independent Directors and three Non-Executive and Independent Directors, one of whom serves as an Independent Woman Director. The Company does not grant permanent Board positions to any Director. The Non-Independent Directors include the Non-Executive & Non-Independent Chairman of the Company.

The Board members disclose on an annual basis about the positions she/ he occupies in other companies and notify it of any changes regarding their directorships and committee positions. The composition of the Board, along with information on each Director's other directorships, committee memberships and chairmanships, as well as their attendance at Board meetings and the Annual General Meeting ("AGM") during the financial year, is presented below.

* Directorships in Private Limited Companies, foreign entities (including the Company's foreign subsidiaries), and companies registered under Section 8 of the Act are excluded.

# Completedtermas Independent Director on 20th March 2026.

$ The Shareholders of the Company vide a Special Resolution dated 27th March 2026 through Postal Ballot have appointed Dr. (Ms.) Swati Patankar as Non-Executive Independent Director of the Companyw.e.f. 5th February 2026 for aperiod of five consecutive years.

@ Includes onlymemberships/chairmanships of the Audit Committeeandthe Stakeholders' Relationship Committee.

In terms of Regulation 36(3)(c) and Schedule V(C)(2)(e) of the Listing Regulations, noneof the Directors are related toeach other.

The Board and Committee meetings are scheduled well in advance to ensure maximum participation and constructive engagement by all Directors. During the year under review, the Board of Unichem convened five times on the following dates: 22nd May 2025, 4th August 2025, 11th November 2025, 5th February 2026, and 6th March 2026. The interval between these meetings were in full compliance with the timelines stipulated under the Act and the Listing Regulations, as amended from time to time.

The Company Secretary, in coordination with the Managing Director ("MD"), prepares the agenda for Board and Committee meetings. The agenda outlines all matters proposed for deliberation and is supported by relevant notes and presentations. Directors receive the agenda and notes to the agenda at least seven days prior to the meeting to enable informed discussions. For matters involving price-sensitive information, meetings may be convened with a shorter notice period, in line with regulatory provisions.

Draft minutes of the Board and Committee meetings are circulated to all Directors within 15 days of the meeting. Feedback and suggestions received from the members are duly considered and incorporated, ensuring that the minutes accurately reflect the discussions and decisions of the Board.

All Independent Directors have affirmed their compliance with the independence criteria outlined under Section 149(6) of the Act and Regulation 16(b) of the Listing Regulations. In addition, the Independent Directors provide an annual confirmation that they meet the criteria of independence as defined under Indian laws. All Independent Directors have completed registration with the Independent Director's databank. Requisite disclosures have been received from the directors in this regard. After assessing such disclosures, declarations and confirmations, the Board has opined that all the Independent directors fulfil the conditions specified under Listing Regulations and are independent of the management.

During the year under review, a meeting of the Independent Directors was held on 5th February 2026 to deliberate on matters prescribed under Schedule IV of the Act and the Listing Regulations.

The Company has instituted a structured familiarization programme to provide Independent Directors with a thorough understanding of their roles, responsibilities, and rights, along with insights into industry trends, regulatory developments, and the Company's business operations. Visits to plants and research locations are organized for the Director to understand the Company's operations apart from providing updates on relevant statutory changes around Industry related laws applicable to your Company. Details of the familiarization programme conducted during the year, are available on the Company's website at: https://www.unichemlabs.com/pdf/press-release/2026/03/Familiarization%20Programme.pdf

The Company recognises the importance of keeping the Board apprised of significant internal developments as well as external factors impacting the business environment and industry landscape. In addition to financial reviews and compliance updates, the Board engages in substantive discussions on business strategies, operational performance, and key initiatives. These comprehensive deliberations ensure that Directors remain well-informed and allied with the Company's strategic priorities and operational goals.

In accordance with statutory requirements, a brief profile and relevant details of the Director seeking re-appointment/retiring by rotation are included in the Notice of the AGM and form an integral part of this Annual Report.

The Board of Directors of the Company are adequately structured to ensure Board diversity by age, gender, education/ qualification, skills, geography and industry experience. The core skills, expertise, and competencies as required in the context of the Company's business operations for its effective functioning were identified by the Board and the same is mapped against each of the Directors as outlined below.

In compliance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, to improve the effectiveness of the Board and its Committees, as well as that of each Individual Director, an annual performance evaluation is undertaken of its own performance, that of its Committees, and of individual Directors. The performance assessment of the Independent Directors was carried out by the entire Board, excluding the Directors being evaluated, using a structured questionnaire developed with inputs

from the Board Members. The questionnaire encompassed various parameters relating to the functioning and effectiveness of the Board and its Committees.

Further, at a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Company was reviewed, taking into account feedback from both Executive and Non-Executive Directors.

The evaluation process applied a range of criteria, including strategic direction, quality of participation in Board deliberations, oversight of management practices, adherence to compliance requirements, and leadership effectiveness.

The Company has adopted a comprehensive Code of Business Conduct and Ethics, which guides the conduct of Directors, senior management, and employees. The Code is available on the Company's website at: https://www.unichemlabs.com/pdf/policies/code-of-business-conduct-ethics.pdf.

The Company remains committed to upholding workplace integrity and the highest standards of ethical conduct. Strict adherence to the Code of Business Conduct and Ethics is ensured across all levels of the organisation. All members of the Board and Senior Management Personnel have confirmed compliance with the Code for the financial year ended 31st March 2026. A declaration to this effect, duly signed by the MD & CEO, is annexed to this Report.

The management is responsible for the Company's internal controls and the financial reporting process while the Statutory Auditors are responsible for performing independent audits of the Company's financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits. The Board of Directors has entrusted the Audit Committee with the responsibility of supervising these processes and ensuring adequate, accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Committee's responsibilities encompass all matters specified under Section 177 of the Act and Regulation 18 of the Listing Regulations. Its key areas of review include internal audit findings, assessments of the Company's financial position and operational performance, evaluation of internal financial controls, scrutiny of significant related party transactions, and other responsibilities mandated by applicable regulatory provisions.

The Chief Financial Officer, the Internal Auditor, and a representative of the Statutory Auditor attends the Committee meetings as regular invitees, providing relevant inputs, explanations and clarifications to support the Committee's deliberations.

The Company Secretary acts as the Secretary to the Audit Committee.

During FY 2026 the interval between any two Audit Committee meetings was maintained within the statutory limits prescribed under the Act and the Listing Regulations, as amended from time to time.

Details of the Committee's composition and attendance during the year are provided below.

The Committee's terms of reference are fully aligned with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. These terms encompass all responsibilities prescribed for such Committees, ensuring effective oversight of matters relating to nomination, remuneration, and Board diversity.

The Company Secretary acts as the Secretary to the Committee.

Details of the Committee's composition and the attendance of its members during FY 2026 are provided below.

During FY 2026, there were no financial relationships or transactions between the Non-Executive Directors and the Company,

except for the remuneration received as here under:

(₹ in crores)

* Fixed Component

The appointment of the Managing Director may be terminated by providing three months' written notice or such shorter notice period as may be mutually agreed between the Managing Director andthe Boardof Directors.

The Stakeholders' Relationship Committee is empowered to perform the functions of the Board relating to the handling of queries and grievances of shareholder and investor grievances, including requests relating to share transmission, non-receipt of annual reports or declared dividends, issuance of duplicate share certificates and review of the share dematerialisation process. The Committee also evaluates the measures undertaken by the Company to enhance shareholder satisfaction and strengthen investor relations.

The Committee's terms of reference are comprehensive and fully aligned with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

In accordance with Regulation 46(2)(j) of the Listing Regulations and to further improve investor services, the Company has established a dedicated grievance-redressal email ID: shares@unichemlabs.com. This mailbox is regularly monitored by the Secretarial Department to ensure prompt and effective resolution of investor concerns.

The Company Secretary serves as the Compliance Officer and also acts as the Secretary to the Committee.

During the year, the Company received 4 (four) shareholder complaints, all of which were resolved satisfactorily. No investor complaints were pending either at the beginning or at the end of the financial year.

The Company has duly processed all valid share transfer requests received during the year, and no such requests were pending as of 31st March 2026.

Details of the Committee's composition and attendance during FY 2026 are provided below:

The Risk Management Committee's composition complies with the requirements of the Act and the Listing Regulations. The Committee is responsible for discharging the functions prescribed under Part D of Schedule II of the Listing Regulations, which include monitoring and reviewing the Company's risk management framework, assessing the effectiveness of risk mitigation measures, and reporting its observations and recommendations to the Board of Directors, as appropriate. The Committee's terms of reference are comprehensive and fully aligned with the requirements set out under Regulation 21 of the Listing Regulations.

A detailed overview of the Company's risk management framework and practices is provided in the Management Discussion and Analysis Report, which forms part of the Annual Report for FY 2026.

The Company Secretary acts as the Secretary to the Committee. During the year, Mr. Sanjay Jain, Chief Financial Officer was designated as Chief Risk Officer.

Details of the composition of the Risk Management Committee and the attendance of its members during FY 2026 are provided below:

The Committee's terms of reference are broadly defined and are aligned with the Company's Corporate Social Responsibility (CSR) Policy. Its key responsibilities include:

1. Reviewing and updating the CSR Policy to clearly outline the activities to be undertaken by the Company in accordance with Schedule VII of the Act.

2. Providing strategic direction for the Company's CSR initiatives and overseeing their effective implementation and progress.

A CSR Report for FY 2026 is separately annexed and forms an integral part of this annual report as Annexure C. The Company Secretary acts as the Secretary to the Committee.

Details of the Committee's composition and attendance during FY 2026 are provided below.

There were no changes in the senior management.

Details of last three AGM are as under:

The procedure adopted for conducting the Postal Ballot was in full compliance with Regulation 44 of the Listing Regulations, Sections 108 and 110 and other applicable provisions of the Act, read with the relevant Rules and the General Circulars issued by the Ministry of Corporate Affairs ("MCA"). The Company engaged National Securities Depository Limited ("NSDL") to provide electronic voting facilities to all members. The Postal Ballot Notice was sent electronically to shareholders at their email addresses registered with the depositories and the Registrar and Transfer Agent ("RTA"). In accordance with statutory requirements, the Company also published a newspaper notice providing details regarding completion of dispatch, e-voting information, and other disclosures mandated under the Act, the applicable Rules, and the Secretarial Standards issued by the Institute of Company Secretaries of India.

The results of the Postal Ballot, along with the Scrutinizer's Report, were displayed at the Company's registered office, uploaded on the Company's website at www.unichemlabs.com, published on the NSDL website at https://www.evoting.nsdl.com, and duly communicated to the Stock Exchanges.

During the year under review, the Company conducted one Postal Ballot, in accordance with Section 110 of the Act and the applicable MCA and SEBI circulars, the details of which are provided below.

Postal Ballot Notice dated 5th February 2026

Cut-off date for notice : Friday, 16th February 2026 Commencement of e-voting period : Thursday, 26th February 2026 End of e-voting period : Friday, 27th March 2026