TO THE MEMBERS

Your Directors have pleasure in presenting the 75th Annual Report and Audited Financial Statements for the financial year ended 31st March, 2025.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

FINANCIAL STATEMENTS

The standalone and consolidated financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are also provided in the Annual Report.

CREDIT RATING

During the year under report, India Ratings & Research (A Fitch Group Company) has reviewed and assigned/affirmed the following ratings to Company?s working capital limit, long term loan and commercial papers :

• Commercial Paper (INR 500 Millions) - IND A1+

• Fund / Non-Fund based working capital limit (INR 20150 Millions) - IND AA+ / Stable / IND A1+

• Long Term Loan (INR 5185.6 Millions) - IND AA+ / Stable

• Proposed Long Term Loan (INR 2000 Millions) - IND AA+ / Stable

a. Industry Structure and Development

The global pharmaceutical market currently stands at about US$ 1.70 trillion. The Indian pharmaceutical market is valued at about US$ 60 billions and is expected to reach about US$ 130 billion by 2030. India?s pharma sector is third largest by volume and 14th largest by value, globally.

Pharmaceutical industry has emerged as one of the fastest growing industry in the world. The global pharmaceutical industry has shown rapid growth over the years driven by factors such as an aging population, increasing prevalence of chronic diseases, advancement in technology and raising healthcare awareness and expenditure fueled by expanding middle class population seeking better access to healthcare. As people live longer, there is higher demand for medications to manage and treat conditions such as cardiovascular diseases, diabetes and autoimmune diseases.

Indian pharmaceutical exports play a significant role in the growth of the Indian economy and account for 6% of India?s total merchandise exports by value. The Indian pharma industry also supports about 2.7 million livelihoods, directly or indirectly. Because of the low price and high quality, Indian medicines are preferred worldwide, thereby rightly making the country the pharmacy of the world.

India has a large and strong pharma industry with more than 10,000 manufacturing units with about 650 of them USFDA compliant, largest number outside the United States of America. The Indian pharma industry currently ranks 3rd in the world by volume and supports close to 40% of the generic formulations demand in the US and 25% of all medicines in the United Kingdom.

Indian pharma industry is highly diverse industry manufacturing bulk drugs, generic formulations, over the counter medications, vaccines, bio-similars and biologics. India has also emerged as the medical tourism hub of the world providing cost effective treatments.

The Government of India has set an ambition to become a US$ 30 trillion economy by 2047, coinciding with 100th year of Indian independence. With its robust global footprint, pharmaceutical industry is a critical component of this growth strategy and is expected to contribute US$ 450 billion towards this objective.

India is the largest global supplier of generic medicines fulfilling about 20% of global demand. However, Indian global generic formulations business still lags from value perspective and need to transition from volume to value driven model by exporting high value formulations such as bio-similars. Transition from volume to value will be critical for Indian Pharmaceutical sector to secure its place amongst world?s top pharmaceutical exporter. Indian pharma manufacturers are expected to strengthen their global presence through continued innovation, technological advancements and production capacity expansions.

b. Outlook, Risks and Concerns

In the global pharmaceutical sector, India is a significant and rising player. India is the largest supplier of generic medications accounting for about 20% of the worldwide supply by volume and is also supplying almost 60% of the global vaccination demand.

Indian pharma industry is now mature with decades of experience in bulk drugs and generics manufacturing catering to the global needs. The Indian pharma industry has the experience and know-how to produce quality drugs in an efficient, high quality and cost effective manner. India?s rich human capital is the strongest assets of the Indian pharmaceutical industry.

Despite the challenges, Indian pharma industry aims to become the world?s largest by volume and rank amongst the top five pharma market by value. This ambitions goal if realized will not only boost India?s economy but also contribute significantly to global health security by providing affordable medicines to both developed and developing nations.

However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in emerging economies including India, currency fluctuations, geo-political conflicts, regulatory issues, government mandated price control, trade and tariff barriers, inflation and resultant all round increase in input costs are a few causes of concern.

During the year under report, there was no change in the nature of Company?s business.

c. Financial Performance and Operations Review

During the financial year under report, the Company registered on a standalone basis a total income of 6749.21 Crores as against

6277.75 Crores in the previous year, a growth of 8%. On a consolidated basis, the total income of the Company has increased by 15% to 9032.39 Crores as against 7829.81 Crores in the previous financial year.

During the financial year under report, the Earnings before interest, depreciation, exceptional items and tax expense on a standalone basis amounted to 1596.32 Crores as against 1322.67 Crores in the previous financial year. The operations have resulted in a net profit of 650.76 Crores (after exceptional items) during the financial year under report as against 530.41 Crores in the previous financial year, an increase of 23%.

On a consolidated basis, the Earnings before interest, depreciation, exceptional items and taxation amounted to 1818.94 Crores as against 1445.93 Crores in the previous financial year. The consolidated operations have resulted in a net profit of 787.53 Crores (after exceptional items) during the financial year under report as against 529.21 Crores in the previous financial year, an increase of 49%.

Break-up of Sales (standalone)

Key Financial Ratios (standalone)

Due to business growth, mainly in the formulations business, where the value addition is better, there is an improvement in most of the key financial ratios as compared to the previous financial year.

d. Domestic Formulations Business

The Company?s branded formulations business in India now comprises of 22 marketing divisions focusing on key therapeutic segments with a portfolio of about 174 brands. Your Company is now the 16th largest in the domestic formulations market as per IQVIA - MAT March, 2025. 6 formulation brands of the Company are featuring in the list of 300 top selling formulation brands in the country.

In order to increase the coverage and facilitate launch of new therapy divisions and new products, the Company has been continuously adding medical representatives in the domestic market.

During the financial year under report, the domestic formulations business recorded a growth of 12% at 3455.10 Crores as against

3097.16 Crores in the previous year.

Domestic Branded Formulations - Therapeutic Contribution

e. International Business

The products of the Company continue to be exported to over 100 countries across the globe. During the financial year under report, the international business amounted to 2808.96 Crores as against

2707.70 Crores in the previous year, a growth of 4%. Formulation exports of the Company has increased by 8% to 1918.58 Crores and exports of APIs and Drug Intermediates have de-grown by 5% to

890.38 Crores.

Continent-wise Exports

Europe

The Company achieved European export sales of 806.11 Crores during the financial year under report as against sales of 783.99 Crores in the previous year, a growth of 3%.

The Company has developed and submitted 61 generic formulation dossiers for registration in Europe out of which 58 dossiers are registered. The Company has also obtained Certificate of Suitability (COS) of 66 APIs from European Directorate for Quality Medicines (EDQM).

The Company has started marketing generic formulations in the United Kingdom in its own label and this business is growing on expected lines with several more generic formulations lined up for commercialization.

Africa

The Company achieved export sales of 545.70 Crores to Africa during the financial year under report as against 520.45 Crores in the previous year, a growth of 5%.

The Company exports branded and generic formulations as well as APIs to many African countries. The Company markets branded formulations in Africa through dedicated field force. The Company also supplies generics formulations to South Africa.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. Your Company is also is in the process of expanding its field force in this continent. The Company is also continuously filing new formulation dossiers for registration in the African countries.

Americas

The Company achieved sales of 536.00 Crores in this continent as against 440.37 Crores in the previous year, a growth of 22%. The Company is currently in the process of commercializing its APIs and formulations in the US market post lifting of import alert on the Company?s manufacturing facilities at Ratlam, Piparia (Silvassa) and SEZ Indore. Few of the formulations manufactured by the Company are already exported to the US market and few more formulations are currently in the process of commercialization. Unichem Pharmaceuticals (USA) Inc., Company?s step-down subsidiary will market / distribute formulations manufactured by the Company in the US market.

44 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 31 ANDA applications are granted till date. 55 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of 391.86 Crores as against 401.28 Crores in the previous year, a de-growth of 2%. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Sri Lanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company?s CIS business recorded sales of 246.26 Crores as against 252.65 Crores in the previous year, a de-growth of 3%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company?s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

But for the continuing geo-political conflict, the Company?s export business in this sub-continent could have been better.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was 283.03 Crores during the financial year under report as against 308.96 Crores in the previous year, a de-growth of 8%.

The Company has developed and submitted 78 generic formulation dossiers for registration in this market out of which 73 dossiers are registered.

f. Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of 1265.84 Crores as against 1249.30 Crores in the previous financial year. Nearly 70% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company continue to commercialize new APIs for the global market.

g. Intellectual Property Protection

The Company has created intellectual property management group within the Research and Development centers to deal with management and protection of intellectual property. The Company has filed many patent applications till date in India, USA and other countries. These applications relate to novel and innovative manufacturing processes for the manufacture of APIs and pharmaceutical formulations.

h. Internal Control Systems and its adequacy

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The Company has an internal audit department which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

i. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

During the year under review, various training and development workshops were conducted to improve the competency level of employees with an objective to improve the operational performance of individuals. The Company has built a competent team to handle challenging assignments. The Company strives to enhance the technical, work related and general skills of employees through dedicated training programs on a continuous basis.

The Company has 18043 permanent employees (including 1129 overseas employees) as on 31st March, 2025. Out of this, 9826 employees are engaged in the marketing and distribution activities.

j. Cautionary Statement

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company?s operations include competition, price realization, currency fluctuations, regulatory issues, changes in government policies and regulations, tax regimes, economic development within India and the countries in which the Company conducts business and other incidental factors.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements in this report relate and the date of this report.

SHARE CAPITAL

The paid-up share capital of the Company as at 31st March, 2025 was 25,37,04,218 equity shares of 1/- each aggregating to 25.37 Crores.

Key Developments during the Financial Year: a. During the year under review, the Company?s wholly owned subsidiary, Bayshore Pharmaceuticals LLC, USA (Bayshore) sold all its nine Abbreviated New Drug Applications (ANDAs) to Unichem Laboratories Ltd., a subsidiary, for a total consideration of USD 2,650,000. Bayshore also sold its generic formulations marketing and distribution business as a going concern through a slump sale to Unichem Pharmaceuticals (USA) Inc, wholly owned subsidiary of Company?s subsidiary Unichem Laboratories Ltd. This business was transferred on a debt-free basis for a consideration of USD 10,000,000. Therefore, since then Bayshore is not doing any business.

b. During the year under report, the Company acquired 100% of the paid-up equity share capital of Unichem Laboratories Ltd, Ireland, a wholly owned subsidiary of company?s subsidiary, at a valuation of Rs. 4 crs. based on independent valuation report. Therefore, Unichem Laboratories Ltd., Ireland has now become a wholly owned subsidiary of the Company. This Company will act as front-end of the Company in the European Market for holding formulation dossier registrations and market, sell and distribute registered pharmaceuticals in the European market, manufactured by the Company as well as Unichem Laboratories Ltd.

c. During the year under report, the Company has received necessary approval for voluntary closure of its wholly owned subsidiary Ipca Pharmaceuticals Ltd SA de CV, Mexico. This wholly owned subsidiary incorporated in Mexico was not doing any business for the past several years. Voluntary closure of this wholly owned subsidiary will not have any impact on Company?s business or financials.

There has been no material change in the nature of the business of the subsidiaries during the financial year under report.

Except Unichem Laboratories Limited and Unichem Pharmaceuticals USA Inc, the Company has no other subsidiary which can be considered as material within the meaning Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com.

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

New manufacturing facilities a. The Company is in the process of setting up a new green field Drug Intermediates/Bulk Drugs manufacturing unit at Hingni, Dist. Wardha, Maharashtra at a capital outlay of about 150 crores. This manufacturing facility is expected to commence trial production in 2nd half of the financial year 2025-26. The Company has a large parcel of freehold land in Hingni that can be used for setting-up more Bulk Drugs manufacturing plants at this location to take care of future business growth. This manufacturing location can also be used for consolidation of Bulk Drugs manufacturing facilities by closing down Company?s smaller manufacturing units.

b. In order to take care of growing domestic and rest of the world formulations business, the Company is in the process of setting up a new green field formulations manufacturing unit at Dewas, Madhya Pradesh at a capital outlay of about 275 crores. This manufacturing facility is expected to commence trial production in the last quarter of the financial year 2025-26. The Company has a large parcel of land at Dewas that can be used for setting-up more formulations manufacturing plants at this location to take care of future business growth.

c. The Company is in the process of setting up a new green field Monoclonal Anti-bodies (mAbs) manufacturing facility at Pithampur, Madhya Pradesh at a capital outlay of about 250 crores. This manufacturing unit is expected to commence trial production in the second quarter of the financial year 2025-26.

d. The Company?s wholly owned step down subsidiary Pisgah Laboratories inc., USA is in the process of setting up a new green field liquid injectables and oral liquids manufacturing facility at Pisgah Forest, NC USA at a capital outlay of about US $ 20 millions. This manufacturing unit is expected to commence trial production in the second half of the financial year 2025-26.

Manufacturing facilities sold/closed down

As part of the Company?s operational strategy and to reduce number of manufacturing units and in order to minimize operational and other costs:

a) The Company has signed an agreement for sale and is in the process of transferring its formulations manufacturing facility situated at T-139, MIDC, Tarapur, Palghar– 401506, along with all rights, title and interest in the leasehold land, factory buildings, assets and liabilities, employees, etc. with respect to the said manufacturing facility on a slump sale basis, subject to necessary approvals, for a consideration of 36.90 crores. The sale of this manufacturing facility will not have any impact on Company?s business since the products currently manufactured at this manufacturing facility can be manufactured in the other manufacturing facilities of the Company.

b) In view of the persistent operational losses being incurred and high cost of operations, Niche Generics Limited, UK, wholly owned subsidiary of Company?s subsidiary Unichem Laboratories Ltd. has decided to close its manufacturing facility located at Baldoyle, Dublin, Ireland. The lease period of land and building on which this facility was operating was also nearing the end of its lease term. The products which were manufactured at this facility will now be manufactured at the facilities of Unichem Laboratories Ltd. in India.

RESEARCH & DEVELOPMENT Rs.R&DRs.

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. In the recent years, the Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal (Silvassa) and Ranu (Vadodara) which are duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR).

The R&D expenditure of the Company during the financial year was 207.08 Crores (3.12% of the turnover) as against 161.50 Crores (2.64% of the turnover) in the previous year.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes. Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

DIVIDEND

Your Directors had declared an interim equity dividend of 2/- per equity share (200%) at the meeting of the Board of Directors of the Company held on 14th November, 2024. The said interim dividend was paid in the month of December 2024.

Your directors are now pleased to recommend a final equity dividend of 2/- per equity share (200%), making the total dividend recommended to 4/- per equity share (400%) for the financial year under report.

The total dividend amounting to 101.48 Crores, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

The total dividend paid/recommended for the financial year under report is in line with the Company?s dividend distribution policy which is placed on the Company?s website www.ipca.com.

INVESTORS EDUCATION AND PROTECTION FUND Rs.IEPFRs.

The Company has transferred to the Investors Education and Protection Fund (IEPF) all the unpaid dividend amounts required to be so transferred on or before the due date(s) for such transfer. The Company has also transferred to IEPF, such of the Company?s equity shares in respect of which the dividend declared has not been paid or claimed for seven consecutive years.

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www.ipca.com.

The Company has appointed its Company Secretary as the nodal officer under the provisions of IEPF.

DIRECTORS

Mr. Premchand Godha and Mr. Prashant Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The second term of appointment of Dr. (Ms.) Manisha Premnath as an independent director of the Company came to an end on 20th September, 2024. Accordingly, she ceased to be an independent director of the Company with effect from 21st September, 2024. The Company has immensely benefited from her knowledge and guidance as well as advice given by her during her tenure as Director all these years. The Board places on record its sincere appreciation for the services rendered by her during her tenure as a Director of the Company.

Mr. Kamal Kishore Seth was re-appointed as an Independent Director for a second term of five consecutive years from 29th March, 2024 till 28th March, 2029 through postal ballot on 28th March, 2024. The Board has appointed Mr. Kamal Kishore Seth as Lead Independent Director.

Dr. Narendra Mairpady was appointed as an Independent Director for a term of five consecutive years from 20th October, 2022 till 19th October, 2027 through postal ballot on 4th December, 2022.

Dr. (Ms.) Swati Patankar was appointed as an Independent Director of the Company for a term of five consecutive years from 14th February, 2024 till 13th February, 2029. The shareholders have since approved her appointment as an Independent Director through postal ballot on 28th March, 2024.

Mr. Vivek Keshav Shiralkar was appointed as an Independent Director of the Company for a term of five consecutive years from 29th May, 2024 till 28th May, 2029. The shareholders have since approved his appointment as an Independent Director at the Annual General Meeting of the Company held on 13th August, 2024.

At the meeting of the Board of Directors of the Company held on 29th May, 2024 and as recommended by the Nomination and Remuneration Committee, Mr. Ajit Kumar Jain is re-appointed as the Managing Director of the Company for a further period of five years with effect from 21st August, 2024. The shareholders have since approved his re-appointment as Managing Director at the Annual General Meeting of the Company held on 13th August, 2024

Mr. Kamal Kishore Seth, Dr. Narendra Mairpady, Dr. (Ms) Swati Patankar and Mr. Vivek Shiralkar who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company:

There was no change in the Key Managerial Personnel during the financial year under report.

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors? appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee: • the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company; • the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013; • the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and • the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company?s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

PROFICIENCY OF DIRECTORS

All the independent directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar, Haryana. Those of the independent directors who are not otherwise exempted have appeared and passed or shall appear and pass the common proficiency test conducted by the said institute within the prescribed time.

REMUNERATION POLICY

The objective and broad framework of the Company?s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key and Senior Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key and senior managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy is placed on the Company?s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation programs for independent directors are disclosed on the website of the Company www.ipca.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

Your Directors confirm: i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2025 and of the profit of the Company for the financial year;

iii) that your Directors have taken proper and sufficient care 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;

iv) that your Directors have prepared the annual accounts on a going concern basis; v) that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Natvarlal Vepari & Co. LLP, Chartered Accountants, Firm Registration No. 106971W /W101085 were appointed as the Statutory Auditors to carry out statutory audit of the Company for a period of 5 (five) years from the conclusion of the 72nd AGM of the Company and till the conclusion of the 77th AGM of the Company

The Auditors? Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2024-25.

The Cost Audit Report for the financial year 2023-24, which was due to be filed with the Ministry of Corporate Affairs by 11th September, 2024 was filed on 9th September, 2024.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries are appointed as the Secretarial Auditors for auditing the secretarial records maintained by the Company for a period of 5 (five) years w.e.f. 1st April 2025. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Secretarial Auditors? Report for the financial year 2024-25 is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY Rs.CSRRs.

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporateRs.policy/CorporateRs.SocialRs.ResponsibilityRs.Policy.pdf ).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company?s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm?s length basis and were in the ordinary course of Company?s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.ipca. com/pdf/corporateRs.policy/ RelatedRs.PartyRs.Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee on an annual basis for repetitive transactions.

Related party transactions under Indian Accounting Standard – Ind AS 24 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 3 to this report.

EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said Rules is furnished under Annexure 4 to this report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company?s website www. ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.ipca.com.

CONSTITUTIONOFCOMMITTEEUNDERSEXUALHARRASSMENTOFWOMENATWORKPLACERs.PREVENTION, PROHIBITION AND REDRESSALRs. ACT, 2013

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace and a Committee has been set-up to redress sexual harassment complaints received. The necessary annual report has been submitted to the competent authority in this regard.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 5 to this report.

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the Company?s website www.ipca.com (weblink : https:// www.ipca.com/investors-extract-of-annual-return/).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT Rs.BRSRRs.

The Business Responsibility and Sustainability Report of the Company for the financial year ended 31st March, 2025 forms part of this Report. The BRSR along with Independent Assurance Statement thereon is placed on the website of the Company (weblink: https://www.ipca.com/esg-report/).

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the bankers and financial institutions. Your Directors also thank the medical profession, the trade and consumers for their patronage of the Company?s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.