Gland Pharma Ltd

Dear Members,

Your Board of Directors are pleased to present the 47^th Annual Report on the performance of the Company, along with the audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014; the Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at https //alandpharma.com/imaaes/ AnnualReturns2024-25.pdf

During the year under review, the Board of Directors met eight times on April 29, 2024; May 22, 2024; June 07, 2024; August 06, 2024; October 04, 2024; November 04, 2024; February 03, 2025 and February 26, 2025. The maximum interval between any two meetings of the Board of Directors did not exceed 120 days, as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013; your Directors state that:

a) in preparation of the annual accounts for the year ended 31^s' March, 2025; the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) they 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) they 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

All the Independent Directors of the Company have given declarations confirming that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and are in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, they have affirmed compliance with the Code of conduct laid down under Schedule IV of the Companies Act, 2013.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations.

All the independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and were granted exemption from appearing for the Online Proficiency Self-Assessment test conducted by IICA.

The Company has constituted a Nomination and Remuneration Committee which has been entrusted the responsibility of selecting and recommending the appointment and remuneration of Directors. The Committee while making appointments and fixing the remuneration of Directors will take into consideration the following:

a) their qualification

b) past record, especially their credentials and achievements, experience, past remuneration

c) job profile and suitability

d) comparative remuneration with the industry in line with the size and profits of the Company

e) their pecuniary relationship with the promoters.

Further, the Nomination and Remuneration Committee also, while recommending and appointing independent Directors will evaluate the following:

a) their qualification

b) credentials, past experience in the fields of finance, management, technology, taxation and other related fields

c) expertise in similar industry

d) confirmation from the Internal Auditors that there is no pecuniary relationship with the Company or other parties in terms of Section 149(6) of the Companies Act, 2013.

The terms and conditions for appointment of Independent Directors, the Code of Conduct of the Board of Directors and Senior Management Personnel and the Nomination and Remuneration policy are available on the Company's website and can be accessed at https //alandpharma.com/ investors/corporate-qovernance#qoverna nee-policies

The Independent Auditor's Report on Standalone Financial Statements and Consolidated Financial Statements given by M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company does not contain any qualifications, reservations or 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 Financial Year ended March 31, 2025 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. RVR & Associates, Company Secretaries would be submitted to the Stock Exchanges within 60 days from the end of the Financial Year and the same would be available on the websites of the Stock Exchanges and the Company and can be accessed at https://alandpharma.com/imaaes/ GPL ASCR FY25.pdf

The Secretarial Auditors' Certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be made available at the Annual General Meeting, electronically.

A certificate issued by M/s. RVR & Associates, Company Secretaries confirming the compliance with conditions of corporate governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for FY 2024-25 is enclosed as Annexure-C to the 'Report on Corporate Governance', which forms part of this Annual Report.

The Auditors did not report any frauds during the financial year under review, under Section 143(12),

During the year under review, the Company did not extend any Loans or Guarantees or made any investments as covered under the provisions of Section 186 of the Companies Act, 2013. However, your Company has made the following investment in its Wholly owned subsidiary during the year under review.

The Company's transactions with Related Parties are at arm's length and were in the ordinary course of business and approved by the Audit Committee. Majority of the transactions are repetitive in nature and the same were approved by the Audit Committee through omnibus approval. There were no material transactions [as defined by the Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015] made by the Company with any of its Related parties during the year under review. The Company does not have any related party transactions, which may have potential conflict with the interests of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

All Related Party transactions have been reported in Notes to Accounts and do not cover under the provisions of Section 188(1) of the Companies Act, 2013 read with Rules made thereunder.

The details of the Related Party transactions were provided in Annexure D to this Report. The policy on materiality of Related Party transactions and on dealing with Related Party transactions as approved by the Board of Directors is available on the Company's website and can be accessed at https://qlandpharma.com/imaqes/Policv_on_Related_ Partv_Transactions.pdf.

Members may refer to Note 39 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

R&D is another focus area for Gland. Led by Mr. RVR Prabhakara Sastry with over 2 decades of experience, Gland has a team of 227 scientists working in the areas of:

• Formulation Development

• Analytical Method Development

• API Process Development

• Stability Studies, etc.

During the year under review, the total income of the Company was Rs. 43,312.24 million as against Rs. 43,340.94 million during the previous year.

Exports contribution to the revenue of the Company is approximately 88.97%. Your Company exports to almost 65 countries across 6 continents. During the year, the Company has achieved an export turnover of Rs. 36,328.77 Mn.

The Domestic sales during the year 2024-25 amounts to Rs. 4,503.94 Mn. Domestic sales include Co-Marketing, a major revenue source for your Company in the Domestic segment.

The Company has made an Income Tax provision of Rs. 3,654.80 Mn for the period under review as against Rs. 3,410.20 Mn for the previous year.

The Company has no outstanding borrowings as on date of this Report. However, outstanding amount of Deferred Sales tax amounting to Rs. 25.51 Mn was classified as borrowings as per Indian Accounting Standards.

During the year under review, the Company has incurred capital expenditure of Rs. 1,351.09 Mn at its manufacturing facilities at Dundigal, Pashamylaram, Shamirpet, VSEZ and Pharmacity.

During the year under review, the Company has issued and allotted 45,900 fully paid-up equity shares to its employees under the Employee Stock Option Scheme, 2019. Consequently, the issued, subscribed and paid-up share capital of the Company was increased from Rs.164,710,523/- (divided into 164,710,523 equity shares of Rs.1/- each) to Rs. 164,756,423/- (divided into 164,756,423 equity shares of Rs. 1/- each). The equity shares issued under the Employee Stock Option Scheme, 2019 rank pari-passu with the existing equity shares of the Company.

During the financial year under review, no amount was proposed to be transferred to the General Reserve on declaration of dividend.

The Board of Directors has recommended a final dividend of 1800% i.e., Rs. 18/- per Equity share of Rs. 1/- for this financial year. The final dividend is payable subject to the approval of the shareholders in the ensuing Annual General Meeting. The 'Record date' for the purpose of determining the entitlement of Members to receive the dividend is August 14, 2025.

The dividend income is taxable in the hands of the Members of the Company and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961. The remittance of dividend outside India is also subject to withholding tax at applicable rates.

The Company is in compliance with its Dividend Distribution policy as approved by the Board. In compliance with the requirements under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the policy is annexed as Annexure A to this Report.

During the year under review, the following changes occurred among the step down subsidiaries of the Listed entity:

> Cenexi 2 SASU and Cenexi 3 SASU were merged with Phixen SAS, effective April 26, 2024, and

> Cenexi Services SAS was merged with Cenexi SAS, effective January 03, 2025

Further, based on the audited financial statements for the financial year 2024-25, Gland Pharma International Pte. Ltd and Phixen SAS continue to qualify as the Material Subsidiaries as per the Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Satyanarayana Murthy Chavali has been appointed as a Director on the Board of Gland Pharma International Pte. Ltd., effective June 10, 2024, succeeding Mr. Stanley Y. Lau, who completed his term as an Independent Director on the Board of Gland Pharma Limited.

Mr. Udo J Vetter, Independent Director continues to be a member of the Supervisory Board of Phixen SAS and its subsidiaries (Cenexi group).

There were no material changes occurred or commitments made by the management from the end of the financial year till the date of this report, which may affect the financial position of the Company.

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided as Annexure G to this Report.

The Company has an Employee Stock Option Scheme, namely 'Gland Pharma Employee Stock Option Scheme, 2019' (ESOP Scheme, 2019) that helps the Company to retain and attract the right talent. The ESOP Compensation Committee administers the ESOP Scheme. There was no change in the ESOP Scheme during the year under review. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Details of the Employee Stock Option Scheme-2019 have also been provided in Note No. 37 of the standalone financial statement. During FY 2024-25, no employee was issued options equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

In compliance with the requirements of the SBEB Regulations, a certificate from Secretarial auditor confirming implementation of ESOP Scheme in accordance with the said regulations and shareholder's resolution will be available electronically for inspection by the members during the annual general meeting of the Company and the same is available at https://alandpharma.com/imaaes/ ComplianceCertificateunderSEBI-25.pdf. The details of stock options are as mentioned in Annexure H and forms part of this Report. Further, the details of this stock options stated in the notes to accounts of the financial statements also forms part of this annual report.

Further, a new Employee Stock Option Scheme, namely 'Gland Pharma Employee Stock Option Scheme, 2025' (ESOP Scheme, 2025) has been approved by the Shareholders of the Company on March 30, 2025. The Scheme document is available on the website of the Company at https://alandpharma.com/imaaes/Emplovee Stock Option Scheme 2025.pdf.

The Board of Directors of the Company has constituted a Risk Management Committee, which oversees the Enterprise Risk Management process. The Committee shall meet as and when required and atleast twice in a year with a gap between two consecutive meetings not exceeding two hundred and ten days. The Audit Committee has additional oversight in the area of financial 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 are reviewed from time to time and controls are put in place with the specific responsibility of the concerned Officer of the Company. However, the Board could not identify any major risks, which may threaten the immediate existence of the Company.

During the year under review. Dr. Jia Ai Zhang has been appointed as a member of the Committee, effective November 4, 2024, succeeding Mr. Yao Fang following his retirement as a Director of the Company.

The Company had constituted a 'Corporate Social Responsibility Committee' to decide upon and implement the Corporate Social Responsibility Policy (CSR policy) of the Company.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- E to this Report in the format prescribed in the Companies (CSR policy) Rules, 2014.

The Corporate Social Responsibility policy of the Company can be accessed at https://alandpharma.com/imaaes/ Corporate Social Responsibility Policv.pdf

The evaluation of all the Directors including the Executive Chairman, CEO and the Board as a whole, was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

The policy on evaluation of Independent Directors and Directors of the Company can be accessed at https:// qlandpharma.com/imaaes/Policv on_evaluation.pdf

Gland Pharma is engaged in the development, manufacture, sale and distribution of Pharmaceuticals. There was no change in the nature of the business of the Company during the financial year under review.

During the year under review, the following changes had occurred in the constitution of the Board of Directors:

As per the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company; Dr. Jia Ai Zhang and Mr. Srinivas Sadu, shall retire by rotation at the ensuing Annual General Meeting and being eligible, may offer themselves for reappointment.

Brief profile, expertise in specific functional areas, names of the listed companies in which the above-named directors hold directorships, committee memberships/chairmanships, disclosure of relationship between the directors inter-se, shareholding in the Company, etc., are furnished in the Annexure to the Notice of the 47^th Annual General Meeting.

> During the period under review, Mr Srinivas Sadu was re-designated as Executive Chairman b CEO, effective June 10, 2024 and subsequently as Executive Chairman, effective January 16, 2025.

> Mr. Shyamakant Giri has been appointed as the Chief Executive Officer of the Company, effective January 16, 2025.

Except for the above, there were no other changes in the Key Managerial Personnel during the year under review.

As on 31^st March, 2025; the Company has following Subsidiaries:

1. Gland Pharma International Pte. Ltd., a Wholly owned Subsidiary incorporated in Singapore

2. Gland Pharma USA Inc., a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.), incorporated in USA

3. Manxen SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.), incorporated in France

4. Manxen 2 SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.), incorporated in France

5. Manxen 3 SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd), incorporated in France

6. Phixen SAS and its subsidiaries (Cenexi group)*, a Wholly owned Step-Down Subsidiary* (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd), incorporated in France.