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Company Information

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UNICHEM LABORATORIES LTD.

17 July 2025 | 12:00

Industry >> Pharmaceuticals

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ISIN No INE351A01035 BSE Code / NSE Code 506690 / UNICHEMLAB Book Value (Rs.) 340.97 Face Value 2.00
Bookclosure 09/08/2022 52Week High 938 EPS 19.53 P/E 32.30
Market Cap. 4441.90 Cr. 52Week Low 512 P/BV / Div Yield (%) 1.85 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

Standalone and Consolidated Financial Results « in crores)

Particulars

Standalone

Consolidated

Year ended
31st March 2025

Year ended
31st March 2024

Year ended
31st March 2025

Year ended
31st March 2024

Revenue from operations

1,735.70

1,442.16

2,110.97

1,785.11

Other Income

40.83

30.39

35.32

31.59

Total Income

1,776.53

1,472.55

2,146.29

1,816.70

Profit/(loss) before tax after exceptional items

182.68

(92.18)

154.59

(84.96)

Current tax

-

-

18.39

7.94

Deferred tax

19.72

-

(1.20)

0.86

Short / (Excess) provision of tax for earlier years

-

-

(0.12)

-

Profit (Loss) for the year

162.96

(92.18)

137.52

(93.76)

Other Comprehensive Income

0.10

(0.53)

(6.97)

(5.65)

Total Comprehensive Income

163.06

(92.71)

130.55

(99.41)

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

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

The consolidated revenue from operations for the financial year under review stood at ? 2,110.97 crores compared to ? 1,785.11
crores in the previous financial year, reflecting a growth of
18.3%. Profit before tax increased to ? 154.59 crores, as against loss of
? 84.96 crores in the preceding year while Profit after tax is
? 137.52 crores an increase of ? 231.28 crores from a loss of ? 93.76 crores
in the previous financial year.

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

The standalone revenue from operations for the financial year under review stood at ? 1,735.70 crores, compared to ? 1,442.16
crores in the previous financial year, reflecting a growth of
20.4%. Profit after tax increased to ? 162.96 crores, an increase of
? 255.14 crores from a loss of ? 92.18 crores in the preceding year. The performance achieved amid various economic and
geopolitical dynamics, highlights our resilience and customer-centric approach.

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

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

Change in Registered Office and sale of premises

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

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

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

Review of Subsidiaries and Associates

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

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

Key Developments during the Financial Year:

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

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

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

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

Availability of Subsidiary Financial Statements:

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

Material Subsidiary:

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

Dividend

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

Share Capital

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

Employees Stock Options Scheme 2018

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

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

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

Credit Rating

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

Management Discussion and Analysis

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

Corporate Governance

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

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

Directors and Key Managerial Personnel

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

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

a. Retirement by Rotation

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

b. Independent Directors ("IDs")

All IDs have confirmed their ongoing compliance with the independence criteria specified in Section 149(6) of the Act and
Regulation 16(b) of Listing Regulations. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have
passed the proficiency test, if applicable to them. There have been no changes in circumstances affecting their status as IDs
of the Company. Additionally, they have affirmed adherence to the Code of Conduct for IDs.

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

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

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

c. Key Managerial Personnel ("KMP")

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

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

• Mr. Pabitrakumar Bhattacharyya, Managing Director;

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

• Mr. Sanjay Jain, Chief Financial Officer.

Board Performance and Evaluation

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

Salient features of the Nomination and Remuneration Policy

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

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

i. Whole-time/ Managing Director

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

ii. Non-Executive Directors

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

iii. KMP, Senior Management and other Employees

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

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

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

Corporate Social Responsibility ("CSR")

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

Statutory Auditors

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

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

The Notes to the Financial Statements referred to in the Auditor's Report are self-explanatory and do not warrant any further comments.

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

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

Cost Auditors

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

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

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

Secretarial Audit

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

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

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

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

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

Compliance with Secretarial Standards

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

Meetings of Board

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

Committees of the Board

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

Related Party Transactions ("RPTs")

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

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

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

• Unichem Laboratories Limited with Ipca Laboratories Limited;

• Unichem Laboratories Limited with Unichem Pharmaceuticals USA Inc.;

• Ipca Laboratories Limited with Unichem Pharmaceuticals USA Inc.

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

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

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

Internal control system and Risk Management

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

Whistle Blower Policy

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

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

Particulars of Employees

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

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

Sustainability at Unichem

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosures required under Section 134(3)(m) of the Act, along with the applicable rules, are provided in Annexure F to this Report.
Business Responsibility and Sustainability Report ("BRSR")

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

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

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

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

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

Annual Return

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

Particulars of Loans, Guarantees and Investments

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

Other disclosures

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

• Acceptance of deposits as covered under ChapterV of the Act;

• Transfer of any amount to reserves;

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

Human Resource, health and safety

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

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

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

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

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

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

c. 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;

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

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

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

Acknowledgement

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

For and on behalf of the Board of Directors,
Dr. Prakash A. Mody

Mumbai Chairman

22nd May 2025 (DIN: 00001285)