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Gland Pharma Ltd. Company Meetings
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 48374.82 Cr. P/BV 4.53 Book Value (Rs.) 647.10
52 Week High/Low (Rs.) 3040/1574 FV/ML 1/1 P/E(X) 47.09
Bookclosure 11/08/2026 EPS (Rs.) 62.27 Div Yield (%) 0.00
Year End :2026-03 

Your Board of Directors are pleased to present the 48th Annual Report on the performance of the Company, along with
the audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

CORPORATE AFFAIRS & FINANCIAL HIGHLIGHTS
Financial Highlights

Standalone

Consolidated

Standalone

Consolidated

Particulars

Financial
Year 2026

Financial Year
2026

Financial
Year 2025

Financial Year
2025

Income

48,559.89

67,469.78

43,312.24

58,301.12

Profit Before Interest, Taxes, Depreciation and
Amortisation

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)

(243.46)

-

-

Profit Before Tax

17,483.11

14,645.80

14,655.85

10,626.58

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 the
year, 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

66.15

42.40

Annual Return [Section 134(3)(a)]

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, 2026 is available on the Company's website and
can be accessed at
https://glandpharma.com/images/
AnnualReturns2025-26.pdf

Meetings of the Board of Directors [Section
134(3)(b)]

During the year under review, the Board of Directors met
six 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 meetings
of the Board of Directors did not exceed 120 days, as
prescribed by the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015.

Directors' Responsibility Statement [Section
134(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 year
ended 31st March, 2026; 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, 2026 and of the profit of the
Company for the year ended on that date;

c) t hey 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.

Declaration by Independent Directors [Section
134(3)(d)]

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(1)(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.

Opinion of the Board [Rule 8(5)(iiia) of Companies
(Accounts) Rules, 2014]

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.

Company's policy on Directors' appointment
and remuneration and Criteria for determining
qualifications, Positive Attributes and
Independence of a Director [Section 134(3)(e)]

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://glandpharma.com/
investors/corporate-governance#governance-policies

Audit Reports [Section 134(3)(f)]

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, 2026 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://glandpharma.com/images/
GPL ASCR FY26.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 2025-26 is enclosed as
Annexure-C to the
'Report on Corporate Governance', which forms part of this
Annual Report.

Frauds reported by Auditors [Section 134(3)(ca)]

The Auditors did not report any frauds during the financial
year 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 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.

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 of
Gland Pharma Limited)

USD 58.62 Mn Towards downstream

investment in the form of Loan
/ Equity to Phixen SAS and its
subsidiaries (Cenexi Group)

Particulars of contracts with Related Parties
[Section 134(3)(h)]

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://glandpharma.com/images/Policy on Related
Party Transactions.pdf.

Members may refer to Note 38 to the Standalone Financial
Statement which sets out related party disclosures pursuant
to Ind AS.

Company Affairs [Section 134(3)(i)]

Research and Development

R&D is another focus area for Gland. Led by Mr. RVR
Prabhakara Sastry in association with Dr. Jitendra Gangwal
(w.e.f. February 18, 2026), Gland has a team of over 250
scientists 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 the
Company was
' 48,559.89 Mn as against ' 43,312.24 Mn
during the previous year.

Exports

Exports contribution to the revenue of the Company is
approximately 88.44%. Your Company exports to almost 65
countries across 6 continents. During the year, the Company
has achieved an export turnover of
' 40,011.32 Mn.

Domestic Operations

The Domestic sales during the year 2025-26 amounts
to
' 5,232.12 Mn. Domestic sales include Co-Marketing,
a major revenue source for your Company in the
Domestic 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 date
of this Report.

Capital Expenditure

During the year under review, the Company has incurred
capital expenditure of
' 2,179.33 Mn at its manufacturing
facilities at Dundigal, Pashamylaram, Shamirpet, VSEZ
and Pharmacity.

Share Capital

The issued, subscribed and paid-up share capital of the
Company is
' 164,756,423/- (divided into 164,756,423
equity shares of
' 1/- each) as on March 31, 2026.

General Reserve [Section 134(3)(j)]:

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

Dividends [Section 134(3)(k)]

The Board of Directors has recommended a final dividend
of 2000% i.e.,
' 20/- per Equity share of ' 1/- for the
financial year under review. 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 11, 2026.

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.

Material Changes and Commitments [Section
134(3)(l)]

During the year under review, Gland Pharma International
Pte. Ltd (Wholly owned subsidiary of the Company) on
December 22, 2025 has approved the merger of Manxen
SAS, Manxen 2 SAS and Manxen 3 SAS (wholly-owned
subsidiaries) into Phixen SAS, effective January 01, 2025.

Further, based on the audited financial statements for the
financial year 2025-26, Gland Pharma International Pte. Ltd
and Phixen SAS continue to qualify as the Material Subsidiaries
as per Regulation 16(c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Mr. Satyanarayana Murthy Chavali and Mr. Udo J Vetter,
Independent Directors of the Company continue to serve
as a Director and a Member on the Boards of Gland Pharma
International Pte. Ltd and Phixen SAS and its subsidiaries
(Cenexi group) respectively.

No material changes were 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.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings & Out go [Section
134(3)(m)]

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.

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 Employee
Stock Option Scheme, 2025' (ESOP Scheme, 2025) which
helps the Company to retain and attract the right talent.
The ESOP Compensation Committee administers both
the ESOP Schemes. There were no changes to the ESOP
Schemes during the year under review. The ESOP Scheme
2019 and the ESOP Scheme 2025 are in compliance with

the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 and Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SBEB Regulations).
Details of both the schemes have also been provided in
Note No. 36 of the standalone financial statements. During
FY 2025-26, no employee was issued options equal to or
exceeding 1% of the issued share capital of the Company
at the time of grant. The details of Company's stock option
Schemes as required under Regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, are available on the Company's website at
https://
glandpharma.com/images/Reg 14%E2%80%93ESOP
disclosure.pdf

Further, in compliance with the requirements of the SBEB
Regulations, a certificate from Secretarial auditor confirming
implementation of ESOP Schemes 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 also available at
https://glandpharma.com/images/
ComplianceCertificateunderSEBI-26.pdf.

The details of stock options are as mentioned in Annexure H
and forms part of this Report. Further, the details of the
stock options as stated in the notes to accounts of the
financial statements also forms part of this annual report.

Risk Management [Section 134(3)(n)]

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 at least twice in a year. 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 a 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.

Corporate Social Responsibility [Section 134(3)(o)]

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://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 consequently
designated as SMP with effect from April 06, 2026.

S. No

Name

Designation

Changes, if any during the year

1.

Mr. Satnam Singh Loomba

Chief Operating Officer

Vacated his office with effect from March 31, 2026 by
virtue 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 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://
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 no
change in the nature of the business of the Company
during the financial year under review.

Change in the Directors or Key Managerial
Personnel [Rule 8(5)(iii) of Companies (Accounts)
Rules, 2014]

Directors

During the year under review, Mr. Essaji Goolam Vahanvati
(DIN: 00157299), Independent Director of the Company
has been reappointed for a second term of five years with
effect from September 30, 2025, by the shareholders of the

Subsidiaries and Associates [Rule 8(5)(iv) of
Companies (Accounts) Rules, 2014]

As on 31st March 2026; 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. 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.

# The wholly owned subsidiaries of Phixen SAS (Cenexi Group) are
as under:

1. Cenexi SAS

2. Cenexi HSC SAS

Company in their Annual General Meeting held on August
28, 2025.

Except for above, there were no changes among the Board
of Directors during the year. However, immediately upon
completion of the financial year, Ms. Naina Lal Kidwai (DIN:
00017806), Independent Director of the Company, has
been reappointed for a second term of five years with effect
from May 17, 2026, by the shareholders of the Company
through postal ballot on May 13, 2026.

Further, as per the provisions of Section 152 of the
Companies Act, 2013 read with the Articles of Association
of the Company; Mr. Wenjie Zhang and Ms. Wei Huang, shall
retire by rotation at the ensuing Annual General Meeting
and being eligible, 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 48th Annual
General Meeting.

Key Managerial Personnel

There were no changes among the Key Managerial Personnel
during the year under review. However, Mr. Shyamakant
Giri, Chief Executive Officer of the Company has tendered
resignation to his office in the Company and consequently
ceased 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 Pharma
International Pte. Ltd consequent to the merger of Manxen
SAS, Manxen 2 SAS and Manxen 3 SAS (wholly-owned
subsidiaries) into Phixen SAS effective January 01, 2025

Gland Pharma Limited is a subsidiary of Fosun Pharma
Industrial Pte. Ltd., a Singapore Company, which holds
approximately 51.83% of the shareholding in Gland
Pharma Limited.

Details of the subsidiaries are set out as Annexure B to
this Report. Pursuant to Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014; a statement containing salient features of the
financial statements of the subsidiaries in Form AOC-1
is provided as
Annexure C to the Board's Report. The
consolidated financial statements presented in this annual
report include financial results of the subsidiaries.

Copies of the financial statements of the subsidiaries
are accessible at
https://glandpharma.com/investors/
subsidiary-financials

Deposits [Rule 8(5)(v) of Companies (Accounts)
Rules, 2014]

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.
There are no unpaid or unclaimed deposits as the Company
had never accepted deposits within the meaning of the Act
and the rules made thereunder.

Significant and Material Orders [Rule 8(5)(vii) of
Companies (Accounts) Rules, 2014]

No significant or material orders were passed by the
regulators or courts or tribunals which could impact
the 'going concern' status and the future operations of
the Company.

Internal Financial Controls [Rule 8(5)(viii) of
Companies (Accounts) Rules, 2014]

The Company has appointed M/s. Grant Thornton Bharat
LLP as Internal Auditor of the Company for the financial year
2025-26. The Company has laid down an adequate system
of internal controls, policies and procedures for ensuring
orderly and efficient conduct of the business, including
adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures.

The current system of internal financial controls is aligned
with the statutory requirements. Effectiveness of internal
financial controls is ensured through management reviews,
controlled self-assessment and independent testing by the
Internal Audit team.

Maintenance of Cost Records [Rule 8(5)(ix) of
Companies (Accounts) Rules, 2014]

The Company has been maintaining Cost records as
required under the provisions of the Companies Act, 2013.

Disclosure under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 [Rule 8(5)(x) of
Companies (Accounts) Rules, 2014]

The Company has zero tolerance for sexual harassment
and has adopted a policy on Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace in line with
the requirements of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual
harassment. The policy has set guidelines on the redressal
and enquiry process that is to be followed by complainants
and the ICC, whilst dealing with issues related to sexual
harassment at the workplace. All women employees
(permanent, temporary, contractual and trainees) are
covered under this policy.

The Company periodically conducts sessions for all
employees across the organisation to create awareness
about the policy. The provisions of the policy have also
been displayed at various places to create awareness
among the employees.

The Company has received 2 (Two) complaints during the
year and appropriate action was taken against the accused.
There are no pending complaints as at the end of the
financial year.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961.

Proceedings pending under the Insolvency
and Bankruptcy Code, 2016 [Rule 8(5)(xi) of
Companies (Accounts) Rules, 2014]

No application has been made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

Difference in Valuation [Rule 8(5)(xii) of
Companies (Accounts) Rules, 2014]

The Company has never made any One Time Settlement
against the Loans obtained from Banks and Financial
institutions and hence this clause is not applicable.

Statement of deviations or variations [Regulation
32(4) of SEBI LODR]

The proceeds from the Initial Public Offer of the Company
have been completely utilized for the purposes for which
the proceeds were raised and there were no deviations or
variations thereunder.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
year under review, as required under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
presented in a separate section in this Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of The Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015; the Business
Responsibility and Sustainability Report (BRSR) is presented
in 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, has
established a Vigil Mechanism for its Directors, employees
and other stakeholders to report their genuine concerns
or grievances or instances of unethical behaviour, actual
or suspected fraud or violation of the Company's code of
conduct, either in writing or by email to the Chairman of
the Audit Committee.

The Audit Committee of the Company shall oversee the
vigil mechanism, which provides for adequate safeguards
against victimisation of employees and Directors who avail
of the vigil mechanism. All the employees and Directors of

Amendment) Regulations, 2024; the Company at its 47th
Annual General Meeting (AGM) held on August 28, 2025
appointed M/s. RVR & Associates, Company Secretaries
as the Secretarial Auditors of the Company to hold office
from the conclusion of 47th AGM until the conclusion of
the 52nd AGM.

The Secretarial Audit Report for the financial year 2025-26
issued by M/s. RVR & Associates, Company Secretaries is
annexed as
Annexure-F to this Report.

Committees of the Board of Directors

a) Audit Committee [Section 177]

The primary objective of the Audit Committee of
the Company is to monitor and provide effective
supervision of the management's financial reporting
process with a view to ensure accurate, timely and
proper disclosures and the transparency, integrity and
quality of financial reporting.

The Audit Committee will review periodically the
internal control systems, scope of audit including
the observations of auditors, if any and review the
Quarterly financial statements before submission to
the Board and also ensures compliance with internal
control system.

The terms of reference of the Committee are
wide enough to cover matters specified for Audit
Committees under Section 177 of the Companies
Act, 2013.

the Company are provided direct access to the Chairman
of the Audit Committee.

The Whistle Blower Policy has been appropriately
communicated to all the stakeholders and is also available
on the Company's website at
https://glandpharma.com/
images/Whistle blower policy-amended-20.05.2025.pdf

Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India, relating to Meetings of the Board of Directors and
General Meetings.

Auditors

Statutory Auditors

Pursuant to Section 139 (2) of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014;
the Company at its 45th Annual General Meeting (AGM) held
on 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 office
from the conclusion of the 45th AGM until the conclusion
of the 50th AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Rules made thereunder and in compliance
of 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

Independent Director

3

Mr. Udo Johannes Vetter

Member

Independent Director

4

Mr. Srinivas Sadu, Executive Chairman, Mr. Ravi Shekhar Mitra, CFO and Mr. Wu Rong, Financial Controller of the
Company are the Special invitees to every Audit Committee Meeting.

b) Nomination and Remuneration Committee [Section 178]

The purpose of the Remuneration Committee of the Company shall be to discharge the Board's responsibilities
relating to remuneration of the Company's Directors and the Key Managerial Personnel. The Committee has
overall responsibility for formulating the criteria for determining qualifications and independence of a Director and
recommends to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other
senior employees.

During the year under review, the Nomination and Remuneration Committee met four times on April 07, 2025; May
20, 2025; July 03, 2025 and March 03, 2026 .

Composition and attendance of Nomination and Remuneration Committee

Name of the Director

Position

Category

No. of Meetings
attended

Mr. Satyanarayana Murthy Chavali

Chairman

Independent Director

4

Mr. Essaji Goolam Vahanvati

Member

Independent Director

4

Mr. Udo Johannes Vetter

Member

Independent Director

4

Ms. Wei Huang

Member

Non-Executive Director

1

c) Corporate Social Responsibility (CSR) Committee [Section 135]

The Company has constituted the 'Corporate Social Responsibility Committee' for formulating and recommending
to the Board of Directors a Corporate Social Responsibility Policy for the Company, which shall indicate the activities
to 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 the
Company 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

Name of the Director

Position

Category

No. of Meetings
attended

Mr. Srinivas Sadu

Chairman

Executive Chairman

1

Mr. Essaji Goolam Vahanvati

Member

Independent Director

1

Dr. Jia Ai (Allen) Zhang

Member

Non-Executive Director

1

d) Stakeholders' Relationship Committee and Share Transfer Committee

The Company has constituted the 'Stakeholders' Relationship Committee and Share Transfer Committee' for resolving
the grievances of the security holders of the Company including complaints related to transfer / transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, notice
for 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 thrice
on May 20, 2025; August 05, 2025 and January 28, 2026.

Composition and attendance of Stakeholders' Relationship Committee and Share Transfer Committee

Name of the Director

Position

Category

No. of Meetings
attended

Mr. Satyanarayana Murthy Chavali

Chairman

Independent Director

3

Mr. Srinivas Sadu

Member

Executive Chairman

3

Mr. Wenjie Zhang

Member

Non-Executive Director

1

e) Risk Management Committee

The Company has constituted the 'Risk Management Committee' for fulfilling the Board of Directors' corporate
governance 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 monitoring
and 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

Position

Category

No. of Meetings
attended

Ms. Naina Lal Kidwai

Chairperson

Independent Director

1

Mr. Srinivas Sadu

Member

Executive Chairman

2

Dr. Jia Ai Zhang

Member

Non-Executive Director

1

Mr. Ravi Shekhar Mitra

Member

CFO

2

f) ESOP Compensation Committee:

The Company has constituted the 'ESOP Compensation Committee' for fulfilling the Board of Directors' corporate
governance oversight responsibilities with regard to the consideration, evaluation and confirmation of the exercise
requests received from the ESOP Grantees and to approve allotment of shares upon receipt of the exercise amount
within the stipulated timelines as prescribed under the Companies Act, 2013 and relevant Rules made thereunder
from time to time.

The Committee shall undertake an overall responsibility for monitoring, scrutinizing and approving the allotment of
shares 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 and
March 03, 2026.

Composition and attendance of ESOP Compensation Committee

Name of the Director

Position

Category

No. of Meetings
attended

Mr. Satyanarayana Murthy Chavali

Chairman

Independent Director

3

Mr. Essaji Goolam Vahanvati

Member

Independent Director

3

Mr. Udo Johannes Vetter

Member

Independent Director

3

Details of remuneration to Executive Directors and KMPs

Name of the Director

Salary

Commission

PF

Perquisites

Others

Total

Mr. Srinivas Sadu

283.64*

-

3.95

-

-

287.59

Mr. Shyamakant Giri

64.60#

1.94

66.54

Mr. Ravi Shekhar Mitra

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 International
Pte. 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.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; a report on Corporate Governance for
the year under review is included as a separate section of
this Report.

A certificate from M/s. RVR & Associates, practicing Company
Secretaries confirming compliance with the conditions of
corporate governance, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the Report on Corporate Governance.

Human Resources

The Company continues to have cordial and harmonious
relationship with its employees. Information required under
Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in
Annexure.I.1 to this report.

Information required under Section 197(12) of the Companies
Act, 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 terms
of the provisions of Section 136 of the Act, the Annual Report
is being sent to members excluding the aforementioned
information. The information will be available on the website
of the Company at
https://glandpharma.com/images/
DetailsofEmployeesRemunerationsFY26.pdf

Acknowledgements

Your Directors gratefully acknowledge the continued
support, co-operation extended by our customers, vendors,
the Government Authorities, Banks and Financial Institutions.

Your Directors place on record their sincere appreciation for
the significant contribution made by the employees through
their dedication, hard work and commitment.

Your Directors sincerely acknowledge the confidence and
faith reposed in the Company by the Shareholders, Medical
Profession & trade and other stakeholders.


Non-Executive Directors

The Company does not pay any remuneration to Non-Executive Directors.

Independent Directors

The Independent Directors of the Company would be paid Commission on the profits of the Company, apart from Sitting
fee for attending the Board and Committee Meetings. The details of the remuneration paid to the Independent Directors
are as follows:

Name of the Director

Commission

Sitting Fees

Total

Mr. Satyanarayana Murthy Chavali*

2.50

1.70

4.20

Mr. Essaji Goolam Vahanvati

2.50

1.20

3.70

Mr. Udo Johannes Vetter*

2.50

1.40

3.90

Ms. Naina Lal Kidwai

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 Board
of Gland Pharma International Pte. Ltd and Mr. Udo Johannes Vetter receives a remuneration of EURO 25,000 per annum for his services as a
Member of the Supervisory Board of Phixen SAS. Both the aforementioned Companies are the wholly owned material subsidiaries of Gland
Pharma Limited, and the remuneration would be paid to the Directors by the respective companies directly.

For and on behalf of the Board

Srinivas Sadu Satyanarayana Murthy Chavali

Executive Chairman Independent Director

DIN: 06900659 DIN: 00142138

Place: Hyderabad
Date: 15.05.2026


 
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