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.

Standalone and Consolidated Financial Results ^ _{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.

Review of Subsidiaries and Associates

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.

Availability of Subsidiary 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.

Material Subsidiary:

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/policv-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 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.

Share Capital

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.

Employees Stock Options Scheme 2018

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 disclosures pertaining to the Scheme have been made 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 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").

Credit Rating

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.

Management Discussion and Analysis

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.

Corporate Governance

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.

Directors and Key Managerial Personnel

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.

a. 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.

b. 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.

c. 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.

i. 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.

ii. 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.

d. Key Managerial Personnel ("KMP")

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

a. Mr. Pabitrakumar Bhattacharyya, MD & CEO;

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

c. 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.

i. 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.

ii. 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.

iii. 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-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 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:

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

b. 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.

Internal control system and Risk Management

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.

Whistle Blower Policy

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.

Particulars of Employees

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.

Sustainability at Unichem

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.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

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.

Business Responsibility and Sustainability Report ("BRSR")

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.

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

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:

Annual Return

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.

Particulars of Loans, Guarantees and Investments

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.

Other disclosures

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.

Compliance under Maternity Benefits Act, 1961

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

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.

Directors' Responsibility Statement

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.:

a. 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;

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 2026 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 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.