Your Board of Directors are pleased to present the 48th Annual Report on the performance of the Company, along withthe audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.
CORPORATE AFFAIRS & FINANCIAL HIGHLIGHTSFinancial Highlights
Standalone
Consolidated
Particulars
FinancialYear 2026
Financial Year2026
FinancialYear 2025
Financial Year2025
Income
48,559.89
67,469.78
43,312.24
58,301.12
Profit Before Interest, Taxes, Depreciation andAmortisation
19,669.73
19,458.72
16,576.93
14,825.32
Finance cost
(180.73)
(332.79)
(228.37)
(420.00)
Profit Before Depreciation, Amortisation and Tax
19,489.00
19,125.93
16,348.56
14,405.32
Depreciation and Amortisation
(1,762.43)
(4,236.67)
(1,692.71)
(3,778.74)
Profit Before Exceptional Items and Tax
17,726.57
14,889.26
14,655.85
10,626.58
Exceptional Items
(243.46)
-
Profit Before Tax
17,483.11
14,645.80
Provision for Taxation
Current tax
(4,525.19)
(4,578.14)
(3,654.80)
(3,709.80)
Deferred tax
38.29
215.95
(91.24)
78.41
Taxes for earlier years
(0.70)
(10.45)
(12.28)
(9.93)
Profit After Tax
12,995.51
10,273.16
10,897.53
6,985.26
Less : Total other Comprehensive Income / (Loss) for theyear, net of tax
(64.74)
(4,309.87)
29.25
(553.87)
Total Comprehensive Income for the year, net of tax
13,060.25
14,583.03
10,868.28
7,539.13
Earnings Per Share (?)
(for Equity share of ' 1/- each)Basic
78.88
62.35
66.15
42.40
Diluted
78.78
62.28
Annual Return [Section 134(3)(a)]
Pursuant to Section 92(3) of the Companies Act, 2013 andRule 12 of the Companies (Management and Administration)Rules, 2014; the Annual Return of the Company as onMarch 31, 2026 is available on the Company's website andcan be accessed athttps://glandpharma.com/images/AnnualReturns2025-26.pdf
Meetings of the Board of Directors [Section134(3)(b)]
During the year under review, the Board of Directors metsix times on April 07, 2025; May 20, 2025; July 03, 2025;August 05, 2025; November 03, 2025 and January 28,2026. The maximum interval between any two meetingsof the Board of Directors did not exceed 120 days, asprescribed by the Companies Act, 2013 and the SEBI(LODR) Regulations, 2015.
Directors' Responsibility Statement [Section134(3)(c) and 134(5)]
In terms of Section 134(3)(c) and 134(5) of the Companies
Act, 2013; your Directors state that:
a) i n preparation of the annual accounts for the yearended 31st March, 2026; the applicable accountingstandards have been followed along with properexplanations relating to material departures, if any;
b) they have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany as at March 31, 2026 and of the profit of theCompany for the year ended on that date;
c) t hey have taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of the Act, forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a goingconcern basis;
e) they have laid down proper internal financial controlsto be followed by the Company and that such internalfinancial controls were adequate and operatingeffectively; and
f) they have devised proper systems to ensure compliancewith the provisions of all applicable laws and suchsystems were adequate and operating effectively.
Declaration by Independent Directors [Section134(3)(d)]
All the Independent Directors of the Company have givendeclarations confirming that they continue to meet thecriteria of independence as laid down under Section 149(6)of the Companies Act, 2013 and are in compliance with Rule6(3) of the Companies (Appointment and Qualificationsof Directors) Rules, 2014 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. Further, they have affirmed compliancewith the Code of conduct laid down under Schedule IV ofthe Companies Act, 2013.
Opinion of the Board [Rule 8(5)(iiia) of Companies(Accounts) Rules, 2014]
The Board opines that all the Independent Directors of theCompany strictly adhere to corporate integrity, possessthe requisite expertise, experience and qualifications todischarge the responsibilities as an Independent Directoras mandated by the Companies Act, 2013 and the Rulesmade thereunder and by the SEBI Regulations.
All the independent Directors of your Company have beenregistered and are members of the Independent DirectorsDatabank maintained by the Indian Institute of CorporateAffairs (IICA) and were granted exemption from appearingfor the Online Proficiency Self-Assessment test conductedby IICA.
Company's policy on Directors' appointmentand remuneration and Criteria for determiningqualifications, Positive Attributes andIndependence of a Director [Section 134(3)(e)]
The Company has constituted a Nomination andRemuneration Committee which has been entrustedthe responsibility of selecting and recommendingthe appointment and remuneration of Directors. TheCommittee while making appointments and fixing theremuneration of Directors will take into considerationthe following:
a) their qualification
b) past record, especially their credentials andachievements, experience, past remuneration
c) job profile and suitability
d) comparative remuneration with the industry in linewith the size and profits of the Company
e) their pecuniary relationship with the promoters.
Further, the Nomination and Remuneration Committeealso, while recommending and appointing independentDirectors will evaluate the following:
b) credentials, past experience in the fields of finance,management, technology, taxation and otherrelated fields
c) expertise in similar industry
d) confirmation from the Internal Auditors that there isno pecuniary relationship with the Company or otherparties in terms of Section 149(6) of the CompaniesAct, 2013.
The terms and conditions for appointment of IndependentDirectors, the Code of Conduct of the Board of Directorsand Senior Management Personnel and the Nominationand Remuneration policy are available on the Company'swebsite and can be accessed athttps://glandpharma.com/investors/corporate-governance#governance-policies
Audit Reports [Section 134(3)(f)]
The Independent Auditor's Report on Standalone FinancialStatements and Consolidated Financial Statements givenby M/s. Deloitte Haskins & Sells, Statutory Auditors of theCompany does not contain any qualifications, reservationsor adverse remarks.
The Secretarial Audit Report issued by M/s. RVR & Associates,Company Secretaries does not contain any qualifications,reservations or adverse remarks.
The Company has undertaken an audit for the FinancialYear ended March 31, 2026 for all applicable compliance asper the Securities and Exchange Board of India Regulationsand Circulars / Guidelines issued thereunder. The AnnualSecretarial Compliance Report issued by M/s. RVR &Associates, Company Secretaries would be submitted tothe Stock Exchanges within 60 days from the end of theFinancial Year and the same would be available on thewebsites of the Stock Exchanges and the Company andcan be accessed athttps://glandpharma.com/images/GPL ASCR FY26.pdf
The Secretarial Auditors' Certificate on the implementationof share-based schemes in accordance with SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations,2021 will be made available at the Annual GeneralMeeting, electronically.
A certificate issued by M/s. RVR & Associates, CompanySecretaries confirming the compliance with conditions ofcorporate governance as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, for FY 2025-26 is enclosed as Annexure-C to the'Report on Corporate Governance', which forms part of thisAnnual Report.
Frauds reported by Auditors [Section 134(3)(ca)]
The Auditors did not report any frauds during the financialyear under review, under Section 143(12).
Particulars of Loans, Guarantees and Investments [Section 134(3)(g)]
During the year under review, the Company did not extend any Loans or Guarantees or made any investments as coveredunder the provisions of Section 186 of the Companies Act, 2013. However, your Company has made the followinginvestment in its Wholly owned subsidiary during the year under review.
S.
No
Date of Investment
Name of the Entity and Relationship
Amount Purpose
1.
July 24, 2025
Gland Pharma International Pte.Ltd (Wholly Owned Subsidiary ofGland Pharma Limited)
USD 58.62 Mn Towards downstream
investment in the form of Loan/ Equity to Phixen SAS and itssubsidiaries (Cenexi Group)
Particulars of contracts with Related Parties[Section 134(3)(h)]
The Company's transactions with Related Parties are atarm's length and were in the ordinary course of businessand approved by the Audit Committee. Majority of thetransactions are repetitive in nature and the same wereapproved by the Audit Committee through omnibusapproval. There were no material transactions [as defined bythe Companies Act, 2013 and the SEBI (Listing obligationsand Disclosure Requirements) Regulations, 2015] madeby the Company with any of its Related parties during theyear under review. The Company does not have any relatedparty transactions, which may have potential conflict withthe interests of the Company.
During the year under review, the Non-ExecutiveDirectors of the Company had no pecuniary relationshipor transactions with the Company other than sitting fees,commission and reimbursement of expenses, as applicable.
All Related Party transactions have been reported in Notesto Accounts and do not cover under the provisions ofSection 188(1) of the Companies Act, 2013 read with Rulesmade thereunder.
The details of the Related Party transactions were providedin Annexure D to this Report. The policy on materialityof Related Party transactions and on dealing with RelatedParty transactions as approved by the Board of Directors isavailable on the Company's website and can be accessedathttps://glandpharma.com/images/Policy on RelatedParty Transactions.pdf.
Members may refer to Note 38 to the Standalone FinancialStatement which sets out related party disclosures pursuantto Ind AS.
Company Affairs [Section 134(3)(i)]
Research and Development
R&D is another focus area for Gland. Led by Mr. RVRPrabhakara Sastry in association with Dr. Jitendra Gangwal(w.e.f. February 18, 2026), Gland has a team of over 250scientists working in the areas of:
• Formulation Development
• Analytical Method Development
• API Process Development
• Stability Studies, etc.
Financial Highlights [Rule 8(5)(i) of Companies(Accounts) Rules, 2014]
Performance and Operations Review
During the year under review, the total income of theCompany was ' 48,559.89 Mn as against ' 43,312.24 Mnduring the previous year.
Exports
Exports contribution to the revenue of the Company isapproximately 88.44%. Your Company exports to almost 65countries across 6 continents. During the year, the Companyhas achieved an export turnover of ' 40,011.32 Mn.
Domestic Operations
The Domestic sales during the year 2025-26 amountsto ' 5,232.12 Mn. Domestic sales include Co-Marketing,a major revenue source for your Company in theDomestic segment.
Taxation
The Company has made an Income Tax provision of' 4,525.19 Mn for the period under review as against' 3,654.80 Mn for the previous year.
Borrowings
The Company has no outstanding borrowings as on dateof this Report.
Capital Expenditure
During the year under review, the Company has incurredcapital expenditure of ' 2,179.33 Mn at its manufacturingfacilities at Dundigal, Pashamylaram, Shamirpet, VSEZand Pharmacity.
Share Capital
The issued, subscribed and paid-up share capital of theCompany is ' 164,756,423/- (divided into 164,756,423equity shares of ' 1/- each) as on March 31, 2026.
General Reserve [Section 134(3)(j)]:
During the financial year under review, no amount wasproposed to be transferred to the General Reserve ondeclaration of dividend.
Dividends [Section 134(3)(k)]
The Board of Directors has recommended a final dividendof 2000% i.e., ' 20/- per Equity share of ' 1/- for thefinancial year under review. The final dividend is payable
subject to the approval of the shareholders in the ensuingAnnual General Meeting. The 'Record date' for the purposeof determining the entitlement of Members to receive thedividend is August 11, 2026.
The dividend income is taxable in the hands of the Membersof the Company and the Company is required to deduct taxat source from dividend paid to the Members at prescribedrates as per the Income Tax Act, 1961. The remittance ofdividend outside India is also subject to withholding tax atapplicable rates.
The Company is in compliance with its Dividend Distributionpolicy as approved by the Board. In compliance with therequirements under Regulation 43A of the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015; the policy is annexed asAnnexure A to this Report.
Material Changes and Commitments [Section134(3)(l)]
During the year under review, Gland Pharma InternationalPte. Ltd (Wholly owned subsidiary of the Company) onDecember 22, 2025 has approved the merger of ManxenSAS, Manxen 2 SAS and Manxen 3 SAS (wholly-ownedsubsidiaries) into Phixen SAS, effective January 01, 2025.
Further, based on the audited financial statements for thefinancial year 2025-26, Gland Pharma International Pte. Ltdand Phixen SAS continue to qualify as the Material Subsidiariesas per Regulation 16(c) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
Mr. Satyanarayana Murthy Chavali and Mr. Udo J Vetter,Independent Directors of the Company continue to serveas a Director and a Member on the Boards of Gland PharmaInternational Pte. Ltd and Phixen SAS and its subsidiaries(Cenexi group) respectively.
No material changes were occurred or commitments madeby the management from the end of the financial yeartill the date of this report, which may affect the financialposition of the Company.
Conservation of Energy, Technology Absorptionand Foreign Exchange Earnings & Out go [Section134(3)(m)]
Particulars as required under Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 are provided as Annexure G tothis Report.
Employee Stock Options
The Company has two Employee Stock Option Schemes,namely 'Gland Pharma Employee Stock Option Scheme,2019' (ESOP Scheme, 2019) and 'Gland Pharma EmployeeStock Option Scheme, 2025' (ESOP Scheme, 2025) whichhelps the Company to retain and attract the right talent.The ESOP Compensation Committee administers boththe ESOP Schemes. There were no changes to the ESOPSchemes during the year under review. The ESOP Scheme2019 and the ESOP Scheme 2025 are in compliance with
the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations, 2014 and Securities andExchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 (SBEB Regulations).Details of both the schemes have also been provided inNote No. 36 of the standalone financial statements. DuringFY 2025-26, no employee was issued options equal to orexceeding 1% of the issued share capital of the Companyat the time of grant. The details of Company's stock optionSchemes as required under Regulation 14 of the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations,2021, are available on the Company's website athttps://glandpharma.com/images/Reg 14%E2%80%93ESOPdisclosure.pdf
Further, in compliance with the requirements of the SBEBRegulations, a certificate from Secretarial auditor confirmingimplementation of ESOP Schemes in accordance withthe said regulations and shareholder's resolution will beavailable electronically for inspection by the membersduring the annual general meeting of the Company and thesame is also available athttps://glandpharma.com/images/ComplianceCertificateunderSEBI-26.pdf.
The details of stock options are as mentioned in Annexure Hand forms part of this Report. Further, the details of thestock options as stated in the notes to accounts of thefinancial statements also forms part of this annual report.
Risk Management [Section 134(3)(n)]
The Board of Directors of the Company has constituteda Risk Management Committee, which oversees theEnterprise Risk Management process. The Committee shallmeet as and when required and at least twice in a year. TheAudit Committee has additional oversight in the area offinancial risks and controls.
The Company has formulated a Risk Management policy.Risks are classified in different categories such as Financial,Operational, Legal and Strategic risks. These risks arereviewed from time to time and controls are put in placewith a specific responsibility of the concerned Officer ofthe Company. However, the Board could not identify anymajor risks, which may threaten the immediate existenceof the Company.
Corporate Social Responsibility [Section 134(3)(o)]
The Company had constituted a 'Corporate SocialResponsibility Committee' to decide upon and implementthe Corporate Social Responsibility Policy (CSR policy) ofthe Company.
The brief outline of the Corporate Social Responsibility(CSR) policy of the Company and the initiatives undertakenby the Company on CSR activities during the year are setout in Annexure- E to this Report in the format prescribedin the Companies (CSR policy) Rules, 2014.
The Corporate Social Responsibility policy of the Companycan be accessed athttps://glandpharma.com/images/Corporate Social Responsibility Policy.pdf
Senior Management Personnel
The following changes occurred among the Senior Management Personnel during the year under review.
Further, Mr. Prasadha Rao Lysetti, has been appointed as the Sr. Vice-President (Head - Operations) and consequentlydesignated as SMP with effect from April 06, 2026.
S. No
Name
Designation
Changes, if any during the year
Mr. Satnam Singh Loomba
Chief Operating Officer
Vacated his office with effect from March 31, 2026 byvirtue of Superannuation
2.
Dr. Jitendra Gangwal
Head - R&D
Appointed as SMP with effect from February 18, 2026
Board Evaluation [Section 134(3)(p)]
The evaluation of all the Directors including the ExecutiveChairman, CEO and the Board as a whole, was carriedout based on the criteria and framework approved by theNomination and Remuneration Committee. A detaileddisclosure on the parameters and the process of Boardevaluation as well as the outcome has been provided inthe Report on Corporate Governance.
The policy on evaluation of Independent Directors andDirectors of the Company can be accessed athttps://glandpharma.com/images/Policy on evaluation.pdf
Nature of business [Rule 8(5)(ii) of Companies(Accounts) Rules, 2014]
Gland Pharma is engaged in the development, manufacture,sale and distribution of Pharmaceuticals. There was nochange in the nature of the business of the Companyduring the financial year under review.
Change in the Directors or Key ManagerialPersonnel [Rule 8(5)(iii) of Companies (Accounts)Rules, 2014]
During the year under review, Mr. Essaji Goolam Vahanvati(DIN: 00157299), Independent Director of the Companyhas been reappointed for a second term of five years witheffect from September 30, 2025, by the shareholders of the
Subsidiaries and Associates [Rule 8(5)(iv) ofCompanies (Accounts) Rules, 2014]
As on 31st March 2026; the Company has followingSubsidiaries:
1. Gland Pharma International Pte. Ltd., a Wholly ownedSubsidiary incorporated in Singapore
2. Gland Pharma USA Inc., a Wholly owned Step-DownSubsidiary (Wholly-owned Subsidiary of Gland PharmaInternational Pte. Ltd.), incorporated in USA
3. Phixen SAS and its subsidiaries (Cenexi group)#, aWholly owned Step-Down Subsidiary* (Wholly-ownedSubsidiary of Gland Pharma International Pte. Ltd.),incorporated in France.
# The wholly owned subsidiaries of Phixen SAS (Cenexi Group) areas under:
1. Cenexi SAS
2. Cenexi HSC SAS
Company in their Annual General Meeting held on August28, 2025.
Except for above, there were no changes among the Boardof Directors during the year. However, immediately uponcompletion of the financial year, Ms. Naina Lal Kidwai (DIN:00017806), Independent Director of the Company, hasbeen reappointed for a second term of five years with effectfrom May 17, 2026, by the shareholders of the Companythrough postal ballot on May 13, 2026.
Further, as per the provisions of Section 152 of theCompanies Act, 2013 read with the Articles of Associationof the Company; Mr. Wenjie Zhang and Ms. Wei Huang, shallretire by rotation at the ensuing Annual General Meetingand being eligible, offer themselves for reappointment.
Brief profile, expertise in specific functional areas, namesof the listed companies in which the above-nameddirectors hold directorships, committee memberships/chairmanships, disclosure of relationship between thedirectors inter-se, shareholding in the Company, etc., arefurnished in the Annexure to the Notice of the 48th AnnualGeneral Meeting.
Key Managerial Personnel
There were no changes among the Key Managerial Personnelduring the year under review. However, Mr. ShyamakantGiri, Chief Executive Officer of the Company has tenderedresignation to his office in the Company and consequentlyceased to be the KMP with effect from April 30, 2026.
3. Cenexi Laboratories Thissen SA
4. Phineximmo SA
*100% stake in Phixen SAS is held by Gland PharmaInternational Pte. Ltd consequent to the merger of ManxenSAS, Manxen 2 SAS and Manxen 3 SAS (wholly-ownedsubsidiaries) into Phixen SAS effective January 01, 2025
Gland Pharma Limited is a subsidiary of Fosun PharmaIndustrial Pte. Ltd., a Singapore Company, which holdsapproximately 51.83% of the shareholding in GlandPharma Limited.
Details of the subsidiaries are set out as Annexure B tothis Report. Pursuant to Section 129(3) of the CompaniesAct, 2013 read with Rule 5 of the Companies (Accounts)Rules, 2014; a statement containing salient features of thefinancial statements of the subsidiaries in Form AOC-1is provided as Annexure C to the Board's Report. Theconsolidated financial statements presented in this annualreport include financial results of the subsidiaries.
Copies of the financial statements of the subsidiariesare accessible athttps://glandpharma.com/investors/subsidiary-financials
Deposits [Rule 8(5)(v) of Companies (Accounts)Rules, 2014]
The Company has not accepted any deposits within themeaning of Section 73 of the Companies Act, 2013 readwith the Companies (Acceptance of Deposits) Rules, 2014.There are no unpaid or unclaimed deposits as the Companyhad never accepted deposits within the meaning of the Actand the rules made thereunder.
Significant and Material Orders [Rule 8(5)(vii) ofCompanies (Accounts) Rules, 2014]
No significant or material orders were passed by theregulators or courts or tribunals which could impactthe 'going concern' status and the future operations ofthe Company.
Internal Financial Controls [Rule 8(5)(viii) ofCompanies (Accounts) Rules, 2014]
The Company has appointed M/s. Grant Thornton BharatLLP as Internal Auditor of the Company for the financial year2025-26. The Company has laid down an adequate systemof internal controls, policies and procedures for ensuringorderly and efficient conduct of the business, includingadherence to the Company's policies, safeguarding ofits assets, prevention and detection of frauds and errors,accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures.
The current system of internal financial controls is alignedwith the statutory requirements. Effectiveness of internalfinancial controls is ensured through management reviews,controlled self-assessment and independent testing by theInternal Audit team.
Maintenance of Cost Records [Rule 8(5)(ix) ofCompanies (Accounts) Rules, 2014]
The Company has been maintaining Cost records asrequired under the provisions of the Companies Act, 2013.
Disclosure under The Sexual Harassment ofWomen at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 [Rule 8(5)(x) ofCompanies (Accounts) Rules, 2014]
The Company has zero tolerance for sexual harassmentand has adopted a policy on Prevention, Prohibition andRedressal of Sexual Harassment at Workplace in line withthe requirements of The Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act,2013. An Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexualharassment. The policy has set guidelines on the redressaland enquiry process that is to be followed by complainantsand the ICC, whilst dealing with issues related to sexualharassment at the workplace. All women employees(permanent, temporary, contractual and trainees) arecovered under this policy.
The Company periodically conducts sessions for allemployees across the organisation to create awarenessabout the policy. The provisions of the policy have alsobeen displayed at various places to create awarenessamong the employees.
The Company has received 2 (Two) complaints during theyear and appropriate action was taken against the accused.There are no pending complaints as at the end of thefinancial year.
Proceedings pending under the Insolvencyand Bankruptcy Code, 2016 [Rule 8(5)(xi) ofCompanies (Accounts) Rules, 2014]
No application has been made or any proceeding is pendingunder the Insolvency and Bankruptcy Code, 2016.
Difference in Valuation [Rule 8(5)(xii) ofCompanies (Accounts) Rules, 2014]
The Company has never made any One Time Settlementagainst the Loans obtained from Banks and Financialinstitutions and hence this clause is not applicable.
Statement of deviations or variations [Regulation32(4) of SEBI LODR]
The proceeds from the Initial Public Offer of the Companyhave been completely utilized for the purposes for whichthe proceeds were raised and there were no deviations orvariations thereunder.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for theyear under review, as required under Regulation 34 of theSecurities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ispresented in a separate section in this Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of The Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015; the BusinessResponsibility and Sustainability Report (BRSR) is presentedin a separate section forming part of this Annual Report.
Vigil Mechanism [Section 177(9) and 177(10)]
The Company, as required under Rule 7 of the Companies(Meetings of Board and its Powers) Rules, 2014, hasestablished a Vigil Mechanism for its Directors, employeesand other stakeholders to report their genuine concernsor grievances or instances of unethical behaviour, actualor suspected fraud or violation of the Company's code ofconduct, either in writing or by email to the Chairman ofthe Audit Committee.
The Audit Committee of the Company shall oversee thevigil mechanism, which provides for adequate safeguardsagainst victimisation of employees and Directors who availof the vigil mechanism. All the employees and Directors of
Amendment) Regulations, 2024; the Company at its 47thAnnual General Meeting (AGM) held on August 28, 2025appointed M/s. RVR & Associates, Company Secretariesas the Secretarial Auditors of the Company to hold officefrom the conclusion of 47th AGM until the conclusion ofthe 52nd AGM.
The Secretarial Audit Report for the financial year 2025-26issued by M/s. RVR & Associates, Company Secretaries isannexed as Annexure-F to this Report.
Committees of the Board of Directors
a) Audit Committee [Section 177]
The primary objective of the Audit Committee ofthe Company is to monitor and provide effectivesupervision of the management's financial reportingprocess with a view to ensure accurate, timely andproper disclosures and the transparency, integrity andquality of financial reporting.
The Audit Committee will review periodically theinternal control systems, scope of audit includingthe observations of auditors, if any and review theQuarterly financial statements before submission tothe Board and also ensures compliance with internalcontrol system.
The terms of reference of the Committee arewide enough to cover matters specified for AuditCommittees under Section 177 of the CompaniesAct, 2013.
the Company are provided direct access to the Chairmanof the Audit Committee.
The Whistle Blower Policy has been appropriatelycommunicated to all the stakeholders and is also availableon the Company's website athttps://glandpharma.com/images/Whistle blower policy-amended-20.05.2025.pdf
Secretarial Standards
The Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretariesof India, relating to Meetings of the Board of Directors andGeneral Meetings.
Auditors
Statutory Auditors
Pursuant to Section 139 (2) of the Companies Act, 2013read with the Companies (Audit and Auditors) Rules, 2014;the Company at its 45th Annual General Meeting (AGM) heldon August 31, 2023 appointed M/s. Deloitte Haskins & Sells,Chartered Accountants (Firm's Registration No. 008072S)as the Statutory Auditors of the Company to hold officefrom the conclusion of the 45th AGM until the conclusionof the 50th AGM.
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and the Rules made thereunder and in complianceof the provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) (Third
During the year under review, the Audit Committee met four times on May 20, 2025; August 05, 2025; November 03,2025 and January 28, 2026.
Composition and attendance of Audit Committee
Name of the Director
Position
Category
No. of Meetings attended
Mr. Satyanarayana Murthy Chavali
Chairman
Independent Director
4
Mr. Essaji Goolam Vahanvati
Member
3
Mr. Udo Johannes Vetter
Mr. Srinivas Sadu, Executive Chairman, Mr. Ravi Shekhar Mitra, CFO and Mr. Wu Rong, Financial Controller of theCompany are the Special invitees to every Audit Committee Meeting.
The purpose of the Remuneration Committee of the Company shall be to discharge the Board's responsibilitiesrelating to remuneration of the Company's Directors and the Key Managerial Personnel. The Committee hasoverall responsibility for formulating the criteria for determining qualifications and independence of a Director andrecommends to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and othersenior employees.
During the year under review, the Nomination and Remuneration Committee met four times on April 07, 2025; May20, 2025; July 03, 2025 and March 03, 2026 .
Composition and attendance of Nomination and Remuneration Committee
No. of Meetingsattended
Ms. Wei Huang
Non-Executive Director
1
The Company has constituted the 'Corporate Social Responsibility Committee' for formulating and recommendingto the Board of Directors a Corporate Social Responsibility Policy for the Company, which shall indicate the activitiesto be undertaken by the Company as specified in the Companies Act, 2013 and the rules made thereunder.
The Corporate Social Responsibility Committee recommends the amount of expenditure to be incurred by theCompany on CSR activities and monitor the Corporate Social Responsibility Policy of the Company from time to time.
During the year under review, the Corporate Social Responsibility Committee met once on May 20, 2025.
Composition and attendance of Corporate Social Responsibility Committee
Mr. Srinivas Sadu
Executive Chairman
Dr. Jia Ai (Allen) Zhang
The Company has constituted the 'Stakeholders' Relationship Committee and Share Transfer Committee' for resolvingthe grievances of the security holders of the Company including complaints related to transfer / transmission ofshares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, noticefor general meetings, etc. and for review of measures taken for effective exercise of voting rights by shareholders.
During the year under review, the Stakeholders' Relationship Committee and Share Transfer Committee met thriceon May 20, 2025; August 05, 2025 and January 28, 2026.
Composition and attendance of Stakeholders' Relationship Committee and Share Transfer Committee
Mr. Wenjie Zhang
The Company has constituted the 'Risk Management Committee' for fulfilling the Board of Directors' corporategovernance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic,operational, and external environment risks. The Committee shall undertake an overall responsibility for monitoringand approving the enterprise risk management framework and associated practices of the Company.
During the year under review, the Risk Management Committee met twice on October 16, 2025 and January 28, 2026.
Composition and attendance of Risk Management Committee
Name of the Director / Officer
Ms. Naina Lal Kidwai
Chairperson
2
Dr. Jia Ai Zhang
Mr. Ravi Shekhar Mitra
CFO
The Company has constituted the 'ESOP Compensation Committee' for fulfilling the Board of Directors' corporategovernance oversight responsibilities with regard to the consideration, evaluation and confirmation of the exerciserequests received from the ESOP Grantees and to approve allotment of shares upon receipt of the exercise amountwithin the stipulated timelines as prescribed under the Companies Act, 2013 and relevant Rules made thereunderfrom time to time.
The Committee shall undertake an overall responsibility for monitoring, scrutinizing and approving the allotment ofshares to the employees with respect to ESOPs.
During the year under review, the ESOP Compensation Committee met thrice on May 22, 2025, July 03, 2025 andMarch 03, 2026.
Composition and attendance of ESOP Compensation Committee
Details of remuneration to Executive Directors and KMPs
Salary
Commission
PF
Perquisites
Others
Total
283.64*
3.95
287.59
Mr. Shyamakant Giri
64.60#
1.94
66.54
94.64**
1.26
95.90
Mr. P. Sampath Kumar
18.53***
0.33
18.86
* includes (i) an amount of ' 36.40 Mn (SGD 494,856) as remuneration for the services performed as a Director in Gland Pharma InternationalPte. Ltd, the Wholly-Owned subsidiary of the Company, (ii) Performance Linked Variable pay of ' 73.09 Mn (iii) ESOP ' 129.60 Mn.
# includes Performance Linked Variable pay of ' 26.68 Mn.
** includes (i)Performance Linked Variable pay of ' 28.36 Mn (ii) ESOP ' 44.97 Mn.
*** includes (i)Performance Linked Variable pay of ' 1.23 Mn (ii) ESOP ' 10.71 Mn.
In compliance with Regulation 34 read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015; a report on Corporate Governance forthe year under review is included as a separate section ofthis Report.
A certificate from M/s. RVR & Associates, practicing CompanySecretaries confirming compliance with the conditions ofcorporate governance, as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 is annexed to the Report on Corporate Governance.
The Company continues to have cordial and harmoniousrelationship with its employees. Information required underSection 197(12) of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 is provided inAnnexure.I.1 to this report.
Information required under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel),Rules, 2014 is provided in Annexure I.2 to this report. In termsof the provisions of Section 136 of the Act, the Annual Reportis being sent to members excluding the aforementionedinformation. The information will be available on the websiteof the Company athttps://glandpharma.com/images/DetailsofEmployeesRemunerationsFY26.pdf
Your Directors gratefully acknowledge the continuedsupport, co-operation extended by our customers, vendors,the Government Authorities, Banks and Financial Institutions.
Your Directors place on record their sincere appreciation forthe significant contribution made by the employees throughtheir dedication, hard work and commitment.
Your Directors sincerely acknowledge the confidence andfaith reposed in the Company by the Shareholders, MedicalProfession & trade and other stakeholders.
Non-Executive Directors
The Company does not pay any remuneration to Non-Executive Directors.
The Independent Directors of the Company would be paid Commission on the profits of the Company, apart from Sittingfee for attending the Board and Committee Meetings. The details of the remuneration paid to the Independent Directorsare as follows:
Sitting Fees
Mr. Satyanarayana Murthy Chavali*
2.50
1.70
4.20
1.20
3.70
Mr. Udo Johannes Vetter*
1.40
3.90
10.00
0.7
10.70
*In addition, Mr. Satyanarayana Murthy Chavali receives a remuneration of USD 20,000 per annum for his services as a Director on the Boardof Gland Pharma International Pte. Ltd and Mr. Udo Johannes Vetter receives a remuneration of EURO 25,000 per annum for his services as aMember of the Supervisory Board of Phixen SAS. Both the aforementioned Companies are the wholly owned material subsidiaries of GlandPharma Limited, and the remuneration would be paid to the Directors by the respective companies directly.
Executive Chairman Independent Director
DIN: 06900659 DIN: 00142138
Place: HyderabadDate: 15.05.2026