Unichem Laboratories : Disclosure on ESOP 2023

Annexure on Disclosure regarding Employees Stock Option Scheme-2018 for the year ended 31st March, 2023

1. Relevant disclosures in terms of the 'Guidance note on accounting for Employee Share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time:
   Members may refer to the audited financial statements (Standalone & Consolidated) prepared as per Indian Accounting Standard (IND-AS) for the year 2022-23. The same is available at https://www.unichemlabs.com/annual-report.php.
2. Diluted EPS on issue of shares pursuant to all the Schemes covered under the Regulations shall be disclosed in accordance with 'IND-AS33-Earnings per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time:
   Diluted EPS for the year ended 31st March, 2023 is ` (42.57) (Standalone) calculated in accordance with IND-AS 33.
3. Details related to Employee Stock Option Scheme 2018 of the Company for the year ended 31st March, 2023:
4. 1. Description of the Employee Stock Option Scheme 2018 as under:

Date of	Total number	Vesting	Exercise price or	Maximum	Source of	Variation in
Shareholders'	of Options	requirements	pricing formula	term of	Shares	terms of
approval	approved			Options	(Primary,	Options
through Postal	under ESOS			granted	Secondary or
Ballot					combination)
15th May, 2018	52,75,275	50% on 1st	The exercise price will	See Note	Primary	See Note
		April, 2022	be determined by the	below		below
		Balance 50%	Nomination and
		on 1st April,	Remuneration
		2023	Committee in
			accordance with the
			Scheme, at the time of
			grant of Options and
			will be detailed in the
			letter of grant. In any
			event, the Exercise
			Price will not be below
			the par value of the
			Equity Shares.

Note: 52,75,275 Options were approved out of which 15,12,224 were granted and was due for vesting and exercise as per the below table. The Nomination and Remuneration Committee ("NRC") of the Board of Directors of the Company at its meeting held on 6th February, 2023, had extended the exercise period of the first tranche of vested options held by the option holders under the Scheme as under.

Tranche of Options	Vesting Date	Current Exercise period	Extended Exercise Period
50% of the Options	1st April, 2022	Within 15 months from the vesting	The Current exercise period is extended by
Granted		date (Upto 30th June, 2023)	additional 12 months (Upto 30th June, 2024)
Balance 50% of the	1st April, 2023	Within 15 months from the vesting	No change
Option Granted		date (Upto 30th June, 2024)

Subsequent to the year ended 31st March, 2023, outstanding ESOPs have been surrendered by the employees of the Company and that of its Subsidiary. Accordingly, balance in ESOP reserve will be transferred to retained earnings on the date of surrender.

1. Method used to account for ESOS - Fair Value Method/Intrinsic: Under IND AS, Fair value method is used for accounting.
2. Where the Company opts for expensing of the Options using the Intrinsic Value of the Options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and the impact of this difference on profits and on EPS of the Company:
   Not applicable

(iv) Option movement during the year:

Particulars	Details
Number of Options outstanding at the beginning of the period	15,12,224
Number of Options granted during the year	-
Number of Options forfeited/lapsed during the year	-
Number of Options vested during the year	-
Number of Options exercised during the year	-
Number of shares arising as a result of exercise of Options	-
Money realized by exercise of Options (INR), if scheme is implemented directly by the Company	-
Loan repaid by the Trust during the year from exercise price received	Not applicable
Number of Options outstanding at the end of the year	15,12,224*
Number of Options exercisable at the end of the year	-

*Subsequent to the year ended 31st March, 2023, outstanding ESOPs have been surrendered by the employees of the Company and that of its Subsidiary. Accordingly, balance in ESOP reserve will be transferred to retained earnings on the date of surrender.

1. Weighted-averageexercise prices and weighted-average fair values of Options under the Employees Stock Option Scheme of the Company 2018:

Particulars	Amount in `
Weighted Average Price	250
Weighted average fair value of Option at the measurement date *	80
*Fair value calculated based on Black & Scholes option pricing model

1. Employee wise details (name of employee, designation, number of Options granted during the year, exercise price) of Options granted during the year (excluding lapsed options):
2. 1. senior managerial personnel: Nil
   2. any other employee who receives a grant in any one year of Option amounting to 5% or more of option granted during the year 2022-23:Nil
   3. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil
3. A description of the method and significant assumptions used during the year to estimate the fair value of Options including, the weighted average values of share price, exercise price, expected volatility, expected Option life, expected dividends, the risk-free interest rate and any other inputs to the model; the method used and the assumptions made to incorporate the effects of expected early exercise, how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and whether and how any other features of the Option grant were incorporated into the measurement of fair value, such as a market condition:
   The fair value of the Option has been determined using the Black Scholes Options Pricing Model. The assumptions used in this model for calculating fair value are as below:

	Particulars		Details
	Risk free interest rate (%)		7.37
	Expected life (Years)		4.28
	Expected volatility (%)		34
	Expected dividend yield (%)		1.63
	The price of the underlying share in the market at the time of Option grant (`)		234.80
		For and on behalf of the Board of Directors,
		Dr. Prakash A. Mody
Mumbai	Chairman and Managing Director
9th August, 2023		DIN.: 00001285