Unichem Laboratories Ltd. — Annual Report 2019

May 24, 2019

The Corporate Relationship Dept. BSE Limited 1 5t Floor, P.J.Towers Rotunda Building Dalal Street, Fort Mumbai - 400 001

The Manager Listing Dept. The National Stock Exchange of India Ltd. Exchange Plaza, s" Floor, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Dear Sir,

Ref: BSE Scrip Code -506690: NSE Symbol- UNICHEMLAB

Sub: Outcome of Board Meeting held on May 24, 2019

We would like to inform you that Board of Directors at its Meeting held today, i.e. Friday, May 24,2019:

• 1. Approved the Unaudited Financial Results (Standalone) for the quarter ended March 31,2019.
• 1. Approved the Audited Financial Results (Standalone & Consolidated) for the year ended March 31, 2019.
• 1. Recommended Dividend of Rs. 4/-(200%) per equity share of Rs. 2/- each, for the year ended March 31, 2019, subject to approval of Shareholders at the ensuing Annual General Meeting.
• 1. Approved convening the ss" Annual General Meeting (AGM) of the Company on Saturday, July 27, 2019.
• 1. The Register of Members and the Share Transfer books of the Company will remain closed from Monday, July 22,2019 to Saturday, July 27,2019 (both days inclusive) for the 56th Annual General Meeting (AGM) and payment of Dividend, if declared, at the forthcoming AGM.
• 1. The Dividend, if declared at the ss" AGM, shall be paid to the shareholders on August 2,2019.
• 1. Approved allotment of 22,500 equity shares having a face value of Rs. 2/- each, pursuant to exercise of options under the Employees Stock Option Scheme, 2008. I /

'l{,~.~~

Enclosed herewith please find:-

• a. Unaudited Financial Results (Standalone) for the quarter ended March 31, 2019 and Audited Financial Results (Standalone & Consolidated) for the year ended March 31, 2019 and the Auditors Reports thereon.
• b. Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (as amended), the statutory auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements, our declaration to this effect is enclosed herewith.
• c. The copies of the above results will also uploaded on the Company's website www.unichemlabs.com

The Board meeting commenced at 11.45 am and concluded at 13:30 pm.

Kindly take the same on your records.

Thanking you, FOR UNICHEM LABORATORIES LIMITED

..~

Neema Thakore Head- Legal & Company Secretary Encl: a/a

May 24,2019

The Corporate Relationship Dept. BSE Limited 1 st Floor, P.J.Towers Rotunda Builiding Dalal Street, Fort Mumbai - 400 001

The Manager Listing Dept. The National Stock Exchange of India Ltd. Exchange Plaza, s" Floor, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Dear Sirs,

Ref: BSE Scrip Code -506690: NSE Symbol - UNICHEMLAB

Sub: Declaration with respect to Audit report with unmodified opinion onthe Unaudited Financial Results (Standalone) for the quarter ended March 31, 2019 and Audited (Standalone & Consolidated) for the year ended March 31, 2019

We hereby declare that Unaudited Financial Results(Standalone) for the quarter ended March 31, 2019 and the Audited Financial results (Standalone and Consolidated) for the year ended March 31, 2019, have been approved by the Board of Directors of the Company at their meeting held today, i.e. Friday, May 24, 2019. The Statutory Auditors of the Company have not expressed any modified opinion(s) in their Audit Report.

However, we request you to take note of the Emphasis of Matter paragraph given by the auditors in their report on the Standalone & Consolidated Financials Results, which is as under:

"We draw attention to note 11 of notes to the Statement, which informs that the General Court of the European Union has on 12'h December 2018 rejected the appeal and confirmed the fine of Euro 13.96 Million (equivalent to RS.10,890.20 lakhs) imposed by the European Commission jointly and severally on the Holding Company and its subsidiary (Niche Generics Limited, UK).The Holding Company and its subsidiary based on legal advice and merits has filed an appeal against the decision of General Court before the Court of Justice of the European Union and outcome of the appeal is awaited. This matter was reported under 'Emphasis of Matter' paragraph in auditor's report for the consolidated financial statement for the year ended 31st March 2018. Our opinion is not modified in respect of above matter."

The above declaration is made pursuant to Regulation 33 (3) (d) of the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201

Dr. Prakas . Mody Chairma & Managing Director -'

Registered Office: Unichem Bhavan, Prabhat Estate, Off S. V. Road, Jogeshwari (West), Mumbai - 400102, Maharashtra, India. Tel.: +91 (22) 66 888 333· Fax.: +91 (22) 26784391 • Website: www.unichemlabs.com· CIN : L99999MH1962PLC012451

UNICHEM LABORATORIES LIMITED

CIN: L99999MH1962PLC012451 Statement of unaudited financial results for the auarter & audited financial results for the vear ended 31 st March, 2019. f Lakhs Standalone Consolidated Particulars Quarter ended Quarter ended Quarter ended Year ended 31 st Year ended 31s1 Year ended 31st Year ended 31st 31s1 Mar'19 31st Oec'18 31st Mar'18 Mar'19 Mar' 18 Mar'19 Mar' 18 Unaudited Unaudited Audited Audited Audited Audited Audited CONTINUING OPERATIONS I Revenue from operations (inclusive of excise duty - Refer note 7) 27,708.14 24,436.12 20,344.28 96,773.89 66,646,97 118,004.68 81,498.48 II Other income 2,255,82 2,729,01 4,542.99 10,154.23 6,288.60 9,841.29 6,081.55 III Total income 1+11 29,963.96 27,165,13 24,887,27 106,928,12 72,935,57 127,845,97 87,586,03 IV EXPENSES Cost of materials consumed 10,405,29 11,768.00 9,517.60 44,317.29 34,582.10 47,691,79 38,756.78 Purchase of stock-in-trade 10.71 2.46 20.86 16.11 20.86 16.11 Changes in inventories of finished goods and work-in-progress 1,294.26 (2,407,01) 1,401.26 (3,053.94) 470.21 (3,247.73) (2,948.21) Excise duty on sale of goods 39.34 39.34 Employee benefits expense 4,807.09 4,603.67 3,606.39 17.755.75 14,653.63 23,932.04 20,06422 Finance costs 41.15 12.72 51.19 61.71 316.69 752.23 800.76 Impairment loss on financial assets (refer note 5) 460.59 100.00 863.42 511.71 560.59 Depreciation and amortization expense 1.772.22 1,682.77 1,275.34 6,171.25 4,504.12 6,736.68 5,050.84 Other exoenses 11.210.89 12.306,88 8,415.48 42.949.80 29,996.70 57,396,56 38,759.42 Total exoenses IV 30,002.20 28,067.03 24,269.72 109,086.14 85,090.61 133,843.02 100,539.26 V Share of profiU(loss) in associate (Net of tax) 6,52 (22,32) VI Profit/(Ioss) before exceptional items and tax (III-IV+V) (38,24) (901.90) 617.55 (2,158,02) (12,155,04) (5,990,53) (12,975,55) VII EXceptional items VIII Profit/loss before tax VI-VII 38.24 901.90 617.55 2,158.02 12,155.04 5990.53 12,975.55 IX Tax expense (1) Current tax 713 ..83 115.26 (2) Deferred tax (Refer note 9) (407.52) (1,409.50) 397.88 (2,737,77) 1,257.90 (4,02415) 1,490.95 (3) Short I (excess) orovision for tax earlier ears) Refer note 6 (124.45 (60,78 (124.45 1.271.99 124.45 1,271.99 X Profit/loss for the period from contlnuino Operations VIII-IX 369.28 632.05 280.45 704.20 12,140,95 2,555,76 13,309,77 DISCONTINUED OPERATIONS XI Discontinued Operations (refer note 3) A. ProfiV{loss) before tax from discontinued operations 974.25 (367,94) 229,13 246,96 15,358.12 246.96 15,358.12 B. Gain on sale of identified business (net) 321.731.05 321,731.05 Profit/(Loss) for the period from discontinued operations (A+B) 974,25 (367,94) 229.13 246.96 337,089.17 246.96 337,089.17 Tax on discontinued operations (Refer note 8 and note 9) 349.24 (166.00 284.83 71,24 69,288,37 71.24 69,288.37 Profit/loss from discontinued onerations after tax 625.01 201.94 55.70 175.72 267,800,80 175,72 267,800,80 XII Profit/loss for the certod X+XI 994.29 430.11 224.75 879.92 255,659,85 2,380,04 254,491.03 XIII Other Comprehensive tncome/d.oss) A (i) Items that will not be reclassified subsequently to profit or loss (31.64) (105.13) (104.53) (41.41) (180.08) (41.41) (180.08) Cii)Income tax expense / (credit) relating to items that will not be reclassified to profit or 9,87 32,80 12,92 12.92 loss 8 (i) Items that will be reclassified to profit or loss 215.46 (278.55) (ii) Income tax relatinq to items that will be reclassified to profit or loss Total of Other comorehenstve Income I Loss 21.77 72.33 104.53 28.49 180.08 186,97 458.63 XIV Total Comprehensive Income for the period xlI+xnr 972.52 357,78 120,22 851.43 255479.77 2193.07 254,032.40 XV Paid-Up equity share capital (Face value of t 2/- per share) 1,407.67 1,407.67 1,406.74 1,407.67 1,406.74 1,407.67 1,406.74 XVII Earnings per equity share (fer continuing operation) in ~:

XVI Other Equity (Reserves exctudlnn revaluation reserve) 271,785.74 274,759.86 260.583.02 266,601.64 (1) Baste 0.52 0.90 0.31 1.00 (13.39) (3.63) (14.67) (2) Diluted 0.52 0.90 0.31 1.00 (13.39) (3.63) (1467) XVIII Earnings per equity share (for discontinued operation) in t : (1) Basic 0.89 (0.29) (0.06) 0.25 295.27 0.25 295.27 (2) Diluted 0.89 (0.29) (0.06) 0.25 295.08 0.25 295.08 XIX Eaminqs pel equity share (for discontinued & continuing operation) in ~: (1) Basic 1.41 0.61 0.25 1.25 281.88 (3.38) 280.60 (2) Diluted 1.41 0.61 025 1.25 281.70 (338 280.41

Notes:

1 The above standalone financial results for the quarter and year ended 31 st March, 2019 and consolidated financial results for the year ended 31 st March, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at its meeting held on 24th May, 2019, The statutory auditors have expressed an unqualified audit opinion on these standalone and consolidated financial results for the year ended 31 st March, 2019,

2 The above audited standalone and consolidated financial results have been prepared in accordance with the guidelines issued by the Securities and Exchange Board of India ("SEBI") and the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 including Ind AS 115-Revenue from Contracts with Customers effective from 1st April, 2018,

3 During the year ended 31st March, 2018, based on the approval obtained from the Shareholders, the Company had transferred its business of manufacture, sale, marketing and distribution of domestic formulations in India and Nepal ("Identified Business") by way of slump sale on going concern basis to Torrent Pharmaceuticals Limited ("Torrent"). Identified Business includes portfolio of several brands in India and Nepal, manufacturing facility at Sikkim and employees performing work in relation to said business. Gain on sale of Identified Business (net) amounting to ~ 321,731.05Iakhs had been recognised and disclosed under discontinued operations in the above results [Refer Serial no. XI B above].

4 Operating Segment: The Company has a single reportable segment i.e. 'Pharmaceuticals',

5 Impairment loss on financial assets in standalone financial results include provision for impairment of long-term investments in its subsidiary "Unichem Farmaceutica Do Brazil Uda" of ~ Nil for the quarter ended 31st March 2019 (~ Nil for the quarter ended 31st December 2018, ~ Nil for the quarter ended 31 st March 2018, ~ 302,831akhs for year ended 31st March, 2019 and ~ 511.71 lakhs for the year ended 31st March, 2018).

6 Short I excess provision for income tax (net) of earlier years is on account of final tax liability as per returns filed and assessments completed.

7 Revenue for periods reported upto 30th June, 2017 are inclusive of excise duty, As per Ind AS, the revenue is reported net of GST after 30th June, 2017. Accordingly, the revenue for the year ended 31st March, 2019 are not strictly comparable with the year ended 31st.. March 2018. 8 Tax onHdisconti~ ed operations for the year ended 31st March, 2018 is net tMJtq~~~rTmr/}I~gYr to the extent of utilisation. ,("

o, JI,~ .e. ' . /I ~ N, A. SHAH ASSOCIAT;1"LLP \ MUMBAI ~ iste~ed Office: Unichem Bhavan, Prabhat Estate, Off S, V. Road, Jogeshwari (West), Mumbai - 400102, Maharashtra, India,

,- Tel.: +91 (22) 66 888 333· Fax.: +91 (22) 2678 4391 • Website: www.unichernlabs.corn- CIN : L99999MH1962PLC012451

9 During the quarter and year ended 31st March, 2019 deferred tax assets is recognised on tax loss (which includes weighted deduction in respect of R&D expenditure and excludes exempt income), unabsorbed tax depreciation and other temporary differences which will be offset against deferred tax liability.

• 10 Profit in discontinued operations for the quarter ended 31st March, 2019 mainly includes reversal of provision for doubtful debts of { 521.831akhs and other writebacks. (Loss in discontinued operations for the previous quarter ended 31st December, 2018 includes additional provision made towards claim from regulatory authority of { 367.94 lakhs).
• 11 The General Court of the European Union has on 12th December 2018 rejected the appeal and confirmed the fine of Euro 13.96 Million (equivalent to { 10,890.20Iakhs) imposed by the European Commission jointly and severally on the Company and its subsidiary (Niche Generics Limited, UK). The Company and its subsidiary based on legal advice and merits has filed an appeal against the decision of General Court before the Court of Justice of the European Union and outcome of the appeal is awaited. In the view of the Management no provision for the aforesaid fine is considered necessary. The statutory auditors have given Emphasis of Matter in their audit report on standalone and consolidated financial results for the year ended 31st March 2019.
• 12 The Board recommends a final dividend of ~ 4 per share (200 %) (face value of ~ 2/- per share) for the year ended 31st March, 2019. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The final dividend declared in the previous year and paid during the current year was ~ 5 per share (250%).

~ Lakhs

13 Audited statement of Assets, Equity and Liabilities as on 31st March 2019

		Standalone		Consolidated
	As at	As at	As at	As at
Particulars	31st Mar,2019	31st Mar,2018	31st Mar,2019	31st Mar,2018
I. ASSETS
Non-currentassets
(a) Property, plant and equipment	78,515,58	55,111.92	80,449.82	57,244.40
(b) Capital work-in-progress		23,553,08
	9,025.44	372.22	9,238.89	23,815.05372.22
(e) Investment property	365,90		365.91
(d) Goodwill			154.51	154.51
(e) Other intangible assets			24.55	46.10
(f) Investments accounted for using the equity method			546.21	539.69
(g) Financial assets
(i) Investments	24,169.70	8,324.83	12,008.12	B.58
(ii) Loans	6.39	6.94	6.39	6.94
(iii) Other financial assets	974.19	940.58	974.19	940.58
(h) Deferred tax assets (net)			1,668.45	360.53
(i) Other non-current assets	4,655.20	1,246,34	5,595.50	2,231.22
	117,712,40	89,555,91	111,032.54	85,719,82
Current assets(a) Inventories	27.417.85	20,775.60	33,866.46	27,286.44
(b) Financial assets
(i) Investments	80,075.13	89,555.14	80,075.13	89,555.14
(ii) Trade receivables				27,691.56
	33,134.65	23,174,19	43,604.89
(iii) Cash and bank balances
Cash & cash equivalents	18,865.82	66,030,88	19,704.67	66,607.28
Other bank balances	236.85	1,329.64	394.26	1,538.74
(IV) loans	5.71	5.34	5.71	5.34
(v) Other financial assets	2,365.48	2,925,00	2,365.48	2,925.00
(c) Other current assets	23,121.29	17,409.21	23,824.82	18,037.25
	185,222,78	221,205,00	203,841.42	233646.75
Non current assets held for sale	87.19		87.19
TOTAL ASSETS	303,022,37	310760.91	314961,15	319366,57
II. EQUITY AND LIABILITIES
Equity
(a) Equity share capital	1,407.67	1,406.74	1,407.67	1,406.74
				266,601.64
(b) Other equity	271,785.74	274,759,86	260,583.02
	273,193.41	276,166,60	261,990,69	268,008,38
liabilities
Non-currentliabilities
(a) Financial liabilities
{i} Borrowings		32.68		32.68
(b) Provisions	1.459.90	1,075.90	1,459.90	1,075,90
(c) Deferred tax liabilities (net)	749.57	3,429.01	749.57	3,429.01
(d) Other non-currentliabilities
	469.212678.68	469.215,006,80	469.212,678,68	469.215,006.80
Current liabilities
(a) Financial liabilities
(i) Borrowinqs			19,966.55	15,028.72
(ii) Trade payables
Total outstanding dues of micro enterprises and small enterprises	258.04		258.04
I ota! outstanding dues 01 creditors other than micro enterprises andsmall enterprises	19,011.33	21,150.94	21,882.49	22,623.49
(ill) Other financial liabilities	3,344.79	4,164.87	3,371.17	4,201.88
(b) Other current liabilities		1,875.18	3,474.26
	3,411.06			2,100.78
(c) Provisions	1.125.06	1.935.27	1,125.06	1,935.27
(d) Current tax liabilities (net)		461,25	214.21	461.25
	27,150.28	29,587.51	50,291.78	46,351.39
	303022,37	310,760,91	314,961,15	319,366,57

14 Figures for the quarter ended 31st March, 2019 and 31st March, 2018 represent derived (!!lures between the audited figures in respect of the current full financial year ended 31st March, 201 2018 and the published figures for the nine months ended 31st December, 20l8-and~'stooElecember O~espe(;fulely b.~~

AH ASSOCIATES LLP MUMBAI

Place: Mumbai Date: 24th Ma ,2019

Tel.: +91 (22) 66 888 333· Fax.: +91 (22) 2678 4391 • Website: www.unichemlabs.com • CIN : L99999MH1962PLC012451

N. A. SHAH ASSOCIATES LLP Chartered Accountants

Auditor's Report on consolidated financial results of Unichem Laboratories Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors, Unichem Laboratories Limited

Report on Consolidated Financial Results for the year ended 3pt March 2019

1. We have audited the consolidated financial results of Unichem Laboratories Limited ('the Holding Company'), comprising its subsidiaries (the Holding and its subsidiaries collectively referred to as 'the Group') and its associate for the year ended 31st March 2019 ("the Statement"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. CIR/CFD/FAC/62/2016 dated 5 th July 2016 which has been initialed by us for identification purpose.

Management's Responsibility for Consolidated Financial Results

1. The Statement is the responsibility of the Holding Company's Management and has been approved by the Board of directors. This Statement is based on consolidated financial statements for the year ended 31st March, 2019 prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles accepted in India. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the Statement that is free from material misstatement, whether due to fraud or error.

Auditors Responsibility

1. Our responsibility is to express an opinion on the Statement prepared on the basis of the audited annual consolidated financial statements for the year ended 31st March 2019.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

N. A. Shah Associates LLP is registered with limited liability having LLP identfication No. MG-7909 Regd. Off.: B 41A5, Paragon Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 013. Tel.: 91-22-40733000 • Fax: 91-22-40733090. E-mail: info@nashah.com

Chartered Accountants

Auditor's Report on consolidated financial results of Unichem Laboratories Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (continued)

Opinion

• 1. In our opinion and to the best of our information and according to the explanations given to us and based on consideration of the report of other auditors referred to in paragraph 6 below on separate financial statements and on other financial information of foreign subsidiaries and an associate, these consolidated financial results:
  • (a) includes annual audited financial results of the following subsidiaries:
    • i. Niche Generics Limited, United Kingdom
    • ii. Unichem Pharmaceuticals (USA), Inc., USA
    • iii. Unichem Laboratories Limited, Ireland
    • iv. Unichem SA (Pty) Limited, South Africa
    • v. Unichem Farmaceutica Do Brasil Ltda, Brazil
  • (b) includes annual unaudited financial results of the associate: Synchron Research Services Pvt. Ltd.
  • (c) have been presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) in this regard; and
  • (d) give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India of the net loss (Financial performance including other comprehensive income) and other financial information for the year ended 31st March 2019.

Emphasis of Matter

1. We draw attention to note 11 of notes to the Statement, which informs that the General Court of the European Union has on 12th December 2018 rejected the appeal and confirmed the fine of Euro 13.96 Million (equivalent to Rs.10,890.20 lakhs) imposed by the European Commission jointly and severally on the Holding Company and its subsidiary (Niche Generics Limited, UK).The Holding Company and its subsidiary based on legal advice and merits has filed an appeal against the decision of General Court before the Court of Justice of the European Union and outcome of the appeal is awaited. This matter was reported under 'Emphasis of Matter' paragraph in auditor's report for the consolidated financial statement for the year ended 31st March 2018. Our opinion is not modified in respect of above matter.

Other Matters

1. We did not audit the financial statements of five subsidiaries, whose financial statements reflect total assets of Rs. 47,119.32 lakhs and total net assets of Rs. 1,457.27 lakhs as at 31st March, 2019, total revenues (including other income) of Rs. 74,656.05 lakhs and net cash inflow amounting to Rs 124.55 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. CIR/CFD/FAC/62/2016 dated 5 th July 2016, in so far as it relates to aforesaid subsidiaries located outside India is based on the report of other auditors.

Chartered Accountants

Auditor's Report on consolidated financial results of Unichem Laboratories Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (continued)

1. The consolidated financial statements also include the Group's share of net profit of Rs. 6.52 lakhs for the year ended 31st March 2019, in respect of one associate, whose financial information have not been audited by us. This financial information is unaudited and have been furnished to us by the Management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of the associate and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. CIR/CFD/FAC/62/2016 dated 5th July 2016, in so far as it relates to aforesaid associate are solely based on the information provided by the management. In our opinion and according to the information and explanations given to us by the Management, this financial information is not material to the Group.

~

Our report is not modified on the above matters.

For N. A. Shah Associates LLP

Registration ir No.116560W IW100149

Chartered Accountants lI AJ. I.lo;!t s\1AH ASSOC/A/E .~. s, ~. ~( Milan Mody * MUMBAI '!

Part ner %'IIRrE \P-~~ Membership No.1 03286 RED ACCOUN

Place: Mumbai Date: 24 MAY 2019

N. A. SHAH ASSOCIATES LLP Chartered Accountants

Auditor's Report on standalone financial results of Unichem Laboratories Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 (as amended)

To The Board of Directors Unichem Laboratories Limited

1. We have audited the accompanying Statement of standalone financial results ("the Statement") of Unichem Laboratories Limited ("the Company") for the year ended 31st March, 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular nO.CIR/CFD/FAC/62/2016 dated 5th July 2016 which has been initialed by us for identification purpose.

Management's responsibility for the Statement

1. The Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. This Statement is based on standalone financial statements for the year ended 3pI March, 2019 prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles accepted in India and includes the results for the quarter ended 3pl March, 2019 being the derived figures between the audited figures in respect of the current full financial year ended 315 1 March, 2019 and the published unaudited figures for the nine-months ended 3151December, 2018, which were subjected to a limited review. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the Statement that is free from material misstatement, whether due to fraud or error.

Auditor's responsibility

1. Our responsibility is to express an opinion on the Statement based on our audit of such annual standalone financial statements.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion.

N. A. Shah Associates LLP is registered with limited liability having LLP identification No. AAG-7909 Regd. Off.: B 41c45, Paragon Centre, Pandurang Budhkar Marg, Worli, Murnbai400 013. Tel.: 91-22-40733000 • Fax: 91-22-40733090. E-mail: info@nashah.com

N. A. SHAH ASSOCIATES LLP

Chartered Accountants

Auditor's Report on standalone financial results of Unichem Laboratories Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 (as amended) (continued ... )

Opinion

1. In our opinion and to the best of our information and according to the explanations given to us the Statement (a) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) in this regard; and (b) give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India of the net profit (financial performance including other comprehensive income) and other financial information for the quarter and year ended 3pt March, 2019.

Emphasis of matter

1. We draw attention to note 11 of notes to the Statement, which informs that the General Court of the European Union has on 12thDecember 2018 rejected the appeal and confirmed the fine of Euro 13.96 Million (equivalent to Rs. 10,890.20 lakhs) imposed by the European Commission jointly and severally on the Company and its subsidiary (Niche Generics Limited, UK). The Company and its subsidiary based on legal advice and merits, has filed an appeal against the decision of General Court before the Court of Justice of the European Union and outcome of the appeal is awaited. Considering the above, in view of the management, no provision for the aforesaid fine is considered necessary. This matter was reported under 'Emphasis of Matter' paragraph in our limited review report for the standalone financial results for the quarter and nine-months ended 31stDecember 2018 and auditor's reportfor the consolidated financial statement for the year ended 31st March 2018. Our opinion is not modified in respect of above matter.

For N. A. Shah Associates LLP

Chartered Accountants ir 's registration number: 116560W / W100149

~ IJ. ~,.,l. st\P-1-I ASSOCIATEs '0 .~. 1.(..;, ~ MUMBAI * Milan Mody *0 ,0 Partner H-'1FrTERED ACCO\J'\J>. Membership number: 103286

Place: Mumbai Date: 24 MAY 2019