Ipca laboratories has announced the sale of its entire shareholding in wholly owned step-down subsidiary Bayshore Pharmaceuticals LLC to Centaur Pharmaceuticals USA Inc for $400,000. The decision was taken during a board meeting held on January 13, 2026, as part of the company's strategy to eliminate compliance costs for non-operational entities.

Subsidiary Sale Transaction

Bayshore Pharmaceuticals LLC, a US-based entity, was previously engaged in generic pharmaceuticals marketing and distribution in the American market. However, the subsidiary ceased business operations after completing two major transactions in September 2024 with Unichem entities.

The subsidiary currently holds no business operations, assets, or liabilities except for share capital and a small bank balance of approximately $5,200. Bayshore retains state licenses to distribute pharmaceuticals in the United States of America, which adds value to the transaction.

Background of Bayshore Operations

In September 2024, Bayshore completed the divestment of its core business operations through two separate agreements. The company sold all rights, title, and interest in nine ANDA product approvals along with associated goodwill to Unichem Laboratories Ltd through an asset sale agreement. Additionally, it transferred its entire generic formulations marketing and distribution business as a going concern to Unichem Pharmaceuticals (USA) Inc through a business sale agreement.

Registered Office Address Update

The company has also decided to update its registered office address to include district details. Currently, the Ministry of Corporate Affairs online master data does not reflect Mumbai as the district for the company's registered office, creating challenges in filing Industrial Entrepreneur Memorandum applications with the Department for Promotion of Industry and Internal Trade.

The absence of district details prevents the company from filing online IEM applications under the National Single Window System Portal, as the system captures district information directly from MCA master data. The proposed update will incorporate district details through a new Form INC-22 filing, though the actual registered office address remains unchanged.

Transaction Compliance

The sale to Centaur Pharmaceuticals USA Inc represents a transaction with an unrelated party that does not belong to the promoter or promoter group of Ipca Laboratories. The transaction does not fall under related party transaction categories and is not subject to the provisions of Section 180 of the Companies Act, 2013, as it does not meet the criteria for 'Undertaking' as defined in the Act.

The board meeting commenced at 10:15 AM and concluded at 10:35 AM on January 13, 2026. The transaction is subject to necessary due diligence and approvals, with the sale agreement expected to be finalized around January 20, 2026.

IPCA Laboratories Ltd has announced a strategic divestment of its US subsidiary, selling its entire stake in Bayshore Pharmaceuticals USA Inc. to Centaur Pharmaceuticals USA Inc. for $400,000. The transaction represents the company's effort to optimize its international operations and reduce operational expenses.

Transaction Details

The pharmaceutical company has decided to completely exit its investment in the US-based subsidiary through this sale to Centaur Pharmaceuticals USA Inc. The following table outlines the key transaction parameters:

Strategic Rationale

The primary motivation behind this divestment is cost optimization, specifically targeting compliance-related expenses. IPCA Laboratories has identified that maintaining the subsidiary was generating unnecessary compliance costs, particularly given Bayshore Pharmaceuticals' current non-operational status.

The sale aims to achieve several strategic objectives:

• Elimination of ongoing compliance costs associated with the non-operating entity
• Streamlining of international subsidiary structure
• Focus on core operational markets and active business segments
• Optimization of administrative and regulatory expenses

Operational Context

Bayshore Pharmaceuticals USA Inc. is currently not operating, making it a non-productive asset in IPCA Laboratories' portfolio. The subsidiary's inactive status has been generating compliance costs without corresponding revenue generation, prompting the parent company to pursue this divestment strategy.

This transaction reflects IPCA Laboratories' approach to maintaining an efficient corporate structure by divesting non-core or non-operational assets that do not contribute to the company's growth objectives.