The directors present the strategic report for the year ended 31 March 2025.

The company made an operating loss of £252,838 (2024: operating profit of £704,285) for the year on a turnover of £8,122,636 (2024: £9,825,867).

The company was in a net liability position as at 31 March 2025 of £747,587 (2024: £359,510).

The company's parent company, Unichem Laboratories Limited, has confirmed that it will continue to provide financial support for the company's trade for the foreseeable future.

All businesses carry with them a degree of inherent risk. Our philosophy at Niche Generics Limited is to manage risk, rather than be risk averse. Operating within the pharmaceutical sector carries with it rigorous demands from the various regulatory authorities who require 100% compliance over a wide range of regulations. Failure to comply with these regulations can have a significant adverse impact on the ongoing viability of an organisation.

We at Niche Generics Limited take our responsibility extremely seriously in this area and provide adequate human and financial resources to ensure that our quality, production and pharmacovigilance standards are of an acceptable standard to the various regulatory agencies.

In summary the management of Niche Generics Limited take a proactive approach to risk and as a consequence we see no issues which we can't address.

Please refer to note 19 of the accounts for details regarding the fine imposed by the European Commission.

In the opinion of the directors the key financial performance indicators are the following:

On behalf of the board

The principal activity of the company continues to be that of selling, manufacturing, developing and sourcing generic medicines.

The results for the year are set out on page 7.

No ordinary dividends were paid.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Niche Generics Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw your attention to note 19 in the financial statements which describes that at the year ended 31 March 2025 there are contingent liabilities recognised in respect of various matters. A fine of just under €14m has been imposed by the European Commission that the company is exposed to jointly and severally with its parent company. The parent company has provided for the fine in full in their company's accounts and have confirmed they will indemnify Niche Generics Limited for any past and future payments in respect of the fine, and will make full payment of the balance when it is called to be settled. Accordingly, a provision for such fine has not been made in these financial statements, but the company remains liable until the fine has been paid in full. Niche have paid amounts on account of £2.24m, which are recognised as a debtor, the parent company has confirmed they will indemnify the company for the amounts paid to date.

Separately, following the failure of appeals against the EU Commission judgements Laboratories Servier is being sued by the UK Health Authorities. Laboratories Servier has, during the year, filed a Part 20 claim against the company for a contribution towards any damages awarded to UK Health Authorities. The directors have assessed the claim and in their opinion the company is not liable for such contribution. The company has yet to submit their defence but will challenge liability to make any contribution as well as the value of the contribution (which has yet to be quantified by Servier).

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements which describes the potential impact of the on-going litigation and the company's reliance on the financial support of its parent company. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud;

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and compliance with the relevant regulatory requirements in connection with distribution of generic pharmaceuticals;

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly;

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual;

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied;

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the contingent liabilities disclosed in note 19 of the financial statements;

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations;

• Testing key revenue lines, in particular cut-off, for evidence of management bias;

• Performing a physical verification of key assets and stock items (including testing of the stock system);

• Obtaining third-party confirmation of material bank and loan balances;

• Documenting and verifying all significant related party balances and transactions;

• Obtaining solicitors confirmation on status on any pending litigation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Niche Generics Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 The Cam Centre, Wilbury Way, Hitchin, Herts, SG4 0TW.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company made a loss in the year to 31 March 2025 of £388,077 (2024: profit of £556,224) and at the year end the balance sheet was in deficit by £747,587. The company is therefore reliant on the continued support of its parent company, Unichem Laboratories Limited. Such support is dependent upon Unichem Laboratories Limited having the necessary financial means and guaranteeing a short term bank loan facilitytrue.

The parent company has provided for the fine of just under of €14million, as set out in note 19, in full in their company's accounts, but the company remains liable until the fine has been paid in full. As well as this, a Part 20 claim was made against against the company for a contribution towards any damages awarded to UK Health Authorities in their case against Laboratories Servier. The directors have assessed the claim and in their opinion the company is not liable for such contribution, and the claim has yet to be quantified by Servier.

The above matters indicate that material uncertainties exist over the going concern of the company. Nevertheless, the directors have a reasonable expectation that the company and its parent entity have adequate resources to continue in operation for the foreseeable future. Therefore the directors have continued to adopt the going concern basis in these financial statements.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred taxation is provided in full on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the accounts. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. The company provides termination benefits based on government rules on statutory redundancy, and the employee’s notice period.

Employees who have completed specified years of service are eligible for a death benefit plan wherein a defined amount would be paid to the survivors of the employee in the event of their death while in service with the company. To fulfil the company’s obligation for the above mentioned plan, the company has taken term policy from an insurance company. The annual premium for insurance cover is recognised in the profit and loss account.

The company operates a defined contributions pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

A fine of just under €14 million was imposed on the company jointly and severally with its parent company by the European Commission in July 2014. Judgements was given during the period, and the company failed its appeal. The parent company has provided for the fine in full, and confirmed they will indemnify the company for past and future payments. A provision has not been disclosed in these financial statements, but the company remains liable until the fine has been paid in full. For further details, please see Note 19.

Following the failure of appeals against the EU Commission judgements Laboratories Servier is being sued by the UK Health Authorities. Laboratories Servier has during the year filed a Part 20 claim against the company for a contribution towards any damages awarded to UK Health Authorities. The directors have assessed the claim and in their opinion the company is not liable for such contribution, therefore they have taken the decision to disclose this as a contingent liability at the year-end. For further details, please see Note 19.

On 28 March 2025, the company's parent company announced their intention to close the manufacturing facility. At the year end the company has not concluded on its intention for the lease from which the manufacturing currently operates out of, and therefore the company is unable to reliably measure the cost of any potential dilapidations at the facility. The Directors have taken the decision to disclose a contingent liability for the restructuring costs.

See note 19 for further details.

The company sells medicine products which are subject to expiry dates. As a result of this, it is necessary to consider the net realisable value of stock which is approaching its expiry date. When calculating this provision, the company considers the nature and anticipated sellability of stock. If it is unlikely the stock will be sold within 6 months of its expiry date, the company will provide for this stock in full. The provision at 31 March 2025 is £71,731 (2024: £48,931).

An analysis of the company's turnover is as follows:

The average monthly number of persons (excluding temporary staff) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

The company has trading tax losses of £11,021,036 (2024: £10,740,179) available for carry forward against future trading profits.

A net deferred tax asset of £2,778,063 (2024: £2,702,779) calculated at a rate of 25% (2024: 25%) has not been included in the accounts due to the uncertainty over its recovery.

Other debtors includes an amount of £2,240,000 (2024: £2,040,000) which may not be receivable within one year from the balance sheet date. This amount relates to payments on account for the fine levied by the European Commission, which the parent company has provided for in full and confirmed they will indemnify the company for the amounts paid to date. See Note 19 for further details.

The bank loan, denominated in Euros, is secured/guaranteed by a standby letter of credit supported by Unichem Laboratories Limited, the company's parent. Unichem Laboratories Limited has confirmed that it will continue to provide this support for the foreseeable future.

The ordinary shares have full voting, dividend and capital distribution rights with no rights to redemption.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

In July 2014, the European Commission (“EC”) levied a fine of just under €14 million to the company, jointly and severally with its parent company Unichem Laboratories Limited, as they had acted contrary to the EU competition law when the company had, in early 2005, agreed to settle a financially crippling patent litigation with a French pharmaceutical company, Laboratories Servier. In June 2024, the company failed its last appeal. The parent company has provided for the fine in full in their company's accounts and have confirmed they will indemnify Niche Generics Limited for any past and future payments in respect of the fine, and will make full payment of the balance when it is called to be settled. Accordingly, a provision for such fine has not been made in these financial statements but the company remains liable until the fine has been paid in full.

Following the failure of appeals against the EU Commission judgements Laboratories Servier is being sued by the UK Health Authorities. Laboratories Servier has, during the year, filed a Part 20 claim against the company for a contribution towards any damages awarded to UK Health Authorities. The directors have assessed the claim and in their opinion the company is not liable for such contribution. The company has yet to submit their defence but will challenge liability to make any contribution as well as the value of the contribution (which has yet to be quantified by Servier).

On 28 March 2025, the company's parent company announced the intention for the manufacturing at its facility in Ireland to close. Estimated costs in connection with the closure are in the region of £0.3m-£0.4m. These have not been provided for in the financial statements as there was no detailed formal restructuring plan agreed at the year end date. At the year end, the company has not concluded on its intention for the lease from which the manufacturing currently operates out of, and therefore the company is unable to reliably measure the cost of any potential dilapidations at the facility.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Immediate parent company is Unichem Laboratories Limited (a company incorporated in India with registered office address at 47, Kandivali Industrial Estate, Kandivali (West), Mumbai – 400 067. Unichem Laboratories Limited is the smallest company for which the results of Niche Generics Limited are consolidated. The results of the consolidated accounts of Unichem Laboratories Limited are publicly available from their website.

The ultimate controlling party is Ipca Laboratories Limited (a company incorporated in India with a registered office address at 48, Kandivali Industrial Estate, Kandivali (W) Mumbai - 400 067). Ipca Laboratories Limited is the largest company for which the results of Niche Generics Limited are consolidated. The results of the consolidated accounts of Ipca Laboratories Limited are publicly available from their website.