Directors Report of Alivus Life Sciences Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the fourteenth Annual Report on business and operations of the Company together
with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2025

1. Name Change:

Pursuant to the resolutions passed by the Board of Directors (“the Board”) and the members and upon receipt of fresh
certificate of incorporation from Registrar of Companies, Pune, Maharashtra, name of Glenmark Life Sciences Limited
is changed to Alivus Life Sciences Limited with effect from 17 December 2024. The change of name has not affected
any of the rights of the Company or of the members / stakeholders of the Company. Further, with the name change, the
objects and the line of business remains unaltered.

Memorandum of Association and Articles of Association of the Company were altered consequent upon change in name
of the Company.

2. Financial Results:

The Company''s financial performance for the year under review along with previous years'' figures is given hereunder:

('' in Million)

Particulars	For the F.Y. ended 31 March 2025	For the F.Y. ended 31 March 2024
Net Sales/Income from operations
Income from operations	23,868.84	22,832.14
Other Income	345.70	120.42
Total Income	24,214.54	22,952.56
Total Expenses	17,673.23	16,639.66
Profit before exceptional and extraordinary items and tax	6,541.31	6,312.90
Less: Exceptional Items	-	-
Profit Before Tax	6,541.31	6,312.90
Less: Current tax	1,624.40	1,522.14
Less Deferred Tax	60.64	81.88
Net Profit After Tax	4,856.27	4,708.88

3. Results of Operations:

Total Income: Our total income increased by
5.5% to '' 24,214.54 million for the F.Y. 2025 from
'' 22,952.56 million for the F.Y. 2024, primarily due
to growth momentum across regulated as well as
emerging markets.

Revenue from Operations: Our revenue from
operations increased by 4.5% to '' 23,868.84 million
for the F.Y. 2025 from '' 22,832.14 million for the
F.Y. 2024. Our revenue from the sale of products
increased by 7.1% to '' 23,398.35 million for the

F.Y. 2025 from '' 21,847.70 million for the F.Y. 2024,
majorly due to strong growth momentum across
regulated as well as emerging markets. Our other
operating revenue decreased by 52.2% to '' 470.49
million for the F.Y. 2025 from '' 984.44 million for
the F.Y. 2024, primarily due to absence of production
linked incentive (PLI) in the current year.

Other Income: Our other income increased to
'' 345.70 Million for the F.Y. 2025 from '' 120.42
million for the F.Y. 2024, primarily due to interest
earned through investment in the Fixed Deposits and
Mutual Funds.

Expenses:

Cost of Materials: Cost of materials increased by
7.9% to '' 10,808.52 million for the F.Y. 2025 from
'' 10,020.10 million for the F.Y. 2024. This increase is
due to product mix.

Employee Benefits Expenses: The expenses
decreased by 2.5% to '' 2,516.96 million for FY25
from '' 2,581.56 million for the FY24, due to absence
of one-time performance bonus to the Senior
Management, slightly offset by annual increment and
rise in headcount.

Depreciation and Amortization Expense: Our

depreciation and amortization expenses increased
by 13.4% to '' 606.09 million for the F.Y. 2025 from
'' 534.52 million for the F.Y. 2024, primarily due to
brownfield expansion in the existing plants viz. Dahej
and Ankleshwar and greenfield expansion at the
Solapur (Chincholi) site.

Other Expenses: Other expenses increased by 6.6%
to INR 3,718 million for the financial year 2025
from INR 3,488 million for the financial year 2024,
primarily due to an increase in repair and maintenance
by 31.7% to INR 499 million for the financial year
2025 from INR 379 million for the financial year
2024, an increase in Freight outward by 60.0% to
INR 195 million for the financial year 2025 from INR
122 million for the financial year 2024, an increase
in Sales Promotion expenses by 58.6% to INR 184
million for the financial year 2025 from INR 116
million for the financial year 2024 and an increase
in utility charges by 4.2% to INR 1172 million for
the financial year 2025 from INR 1125 million for
the financial year 2024. Increase in other expenses
slightly offset by decrease in labour charges by 10.6%
to INR 658 million for the financial year 2025 from
INR 737 million for the financial year 2024.

Total Tax Expense: Our total tax expenses increased
to '' 1,685.04 million for the F.Y. 2025 from '' 1,604.02
million for the F.Y. 2024, primarily in line with profit
before tax.

Profit for the Year: As a result of the foregoing, our
net profit increased to '' 4,856.27 million for the
F.Y. 2025 from '' 4,708.88 million for the F.Y. 2024.

4. Dividend:

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended (“Listing Regulations”), the Board has
approved and adopted a Dividend Distribution Policy.
The Dividend Distribution Policy are available on the
Company''s website at https://bunny-wp-pullzone-
zhbiessutg.b-cdn.net/alivus_pdfs/investors/
corporate_governance/Dividend-distribution-policy.
pdf.

In line with the said Policy, the Board has
recommended a Dividend of 250% ('' 5/- per equity
share of '' 2 each) to be appropriated from the profits
of the F.Y. 2024-25 subject to the approval of the
Shareholders at the ensuing Annual General Meeting
(''AGM''). The dividend will be paid in compliance with
applicable Section of the Companies Act, 2013 (''Act'')
& Listing Regulations. The dividend, if approved,
will result approximately in an outflow of '' 613.15
million.

5. Taxation on Dividend:

As per the provisions of the Income Tax Act, 1961,
as amended by and read with the provisions of the
Finance Act, 2020, with effect from 1 April 2020,
dividend declared and paid by the Company is taxable
in the hands of shareholders. The Company shall,
therefore, be required to calculate deduction of tax
at source (TDS) at the time of payment of dividend at
the applicable rates.

6. Integrated Report:

The Company has voluntarily provided the Integrated
Report, which includes both financial and non¬
financial information.

The Integrated Report also covers aspects such as
materiality assessment, forward looking strategy,
value creation model, corporate governance, risk
management, performance and prospects of value
creation based on the six forms of capitals viz.
Financial, Manufactured, Intellectual, Human, Social
and Relationship and Natural.

7. Amount Proposed to be
Carried to any Reserves:

The Company has not transferred any amount to
general reserves for the F.Y. 2024-25.

8. Corporate Governance:

The Company is committed to follow the best
Corporate Governance practices, including the
requirements under the Listing Regulations and
the Board is responsible to ensure the same from
time to time. The Company has duly complied with
the Corporate Governance requirements. Further,
a separate section on Corporate Governance in
compliance with the provisions of Regulation 34
of the Listing Regulations read with Schedule V of
the said regulations, along with a certificate from
a Practicing Company Secretary confirming that
the Company is and has been compliant with the
conditions stipulated under aforesaid Regulations
forms part of the Annual Report.

9. Subsidiaries, Joint Ventures
and Associate Companies:

The Company does not have any Subsidiary, Joint
Venture or Associate Company as defined in the Act
during the F.Y. under review.

10. Transfer of Unclaimed
Dividend to Investor
Education and Protection
Fund:

In terms of the provisions of Investor Education and
Protection/ Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001,
there was no unpaid / unclaimed dividends to be
transferred during the F.Y. to the Investor Education
and Protection Fund.

11. Directors and Key Managerial
Personnel:

Resignation of Ms. Gita Nayyar, Independent
Director:

Ms. Gita Nayyar (DIN 07128438) ceased to be the
Independent Director with effect from the closure
of business hours on 22 April 2024. She also ceased
to be the Member of Nomination and Remuneration
Committee of the Company. The Board placed on
record its appreciation for her invaluable contribution
during her tenure.

Demise of Mr. Vijaykumar Ratilal Shah:

Mr. Vijaykumar Ratilal Shah (DIN 00376570)
passed away on 26 February 2025 and ceased
to be the Independent Director with effect from
26 February 2025. He ceased to be the Chairman
of Risk Management Committee and Member of
Stakeholder''s Relationship Committee and Corporate
Social Responsibility Committee of the Company.

The Board placed on record its appreciation for his
invaluable contribution during his tenure.

Retirement by Rotation:

Mr. Vinod Naik (DIN: 03635487) will retire by rotation
and being eligible, offers himself for re- appointment
at the ensuing 14th AGM of the Company. A detailed
profile(s) of Mr. Vinod Naik seeking re-appointment
at the forthcoming AGM as required under Secretarial
Standard on General Meetings issued by ICSI is
provided separately by way of an Annexure to the
Notice of the AGM.

Independent Directors:

All Independent Directors have declared that they

meet the criteria of Independence as laid down
under Section 149(6) of the Act and Regulation 16(b)
of Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations,
all the Independent Directors have confirmed that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in
the Independent Directors'' Databank maintained
with the Indian Institute of Corporate Affairs (''IICA'')
in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended. They have also
affirmed compliance to the Conduct for Independent
Directors as prescribed in Schedule IV of the Act.

During the year, the Non-Executive Independent
Directors of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending
Meetings of the Board/Committees of the Company.

Independent Directors of the Company are not liable
to retire by rotation.

A note on the familiarisation programme adopted
by the Company for orientation and training of the
Director in compliance with the provisions of the
Act and Listing Regulation is provided in the Report
on Corporate Governance, which forms Part of this
Report.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013,
the following are the Key Managerial Personnel
(KMP) of the Company:

Dr. Yasir Rawjee - Managing Director & CEO

Mr. Vinod Naik - Whole Time Director

Mr. Tushar Mistry - Chief Financial Officer

Mr. Rudalf Corriea - Company Secretary & Compliance
Officer

12. Application For

Reclassification Under Listing
Regulation 31A:

The Company was in receipt of a request from
Glenmark Pharmaceuticals Limited and Mr. Glenn
Saldanha (collectively as “Outgoing Promoters”) for
reclassification from the ''Promoter and Promoter

Group'' category to ''Public'' category shareholder
in accordance with Regulation 31A of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as amended (“Listing Regulations”), pursuant to the
disclosure in relation to intent of Outgoing Promoters
to reclassify to public shareholders of the Company.

Pursuant to Regulation 31A of the SEBI Listing
Regulations, BSE Limited (''BSE'') and National Stock
Exchange of India Limited (''NSE'') vide their respective
letters dated October 22, 2024 granted their
approval for re-classification of outgoing promoters
from ''Promoter & Promoter Group'' Category to
''Public Shareholders'' of the Company. Consequently,
Glenmark Pharmaceuticals Limited and Mr. Glenn
Saldanha were re-classified as ''public shareholder''.

13. Board and Committee
Meetings:

Details of composition, attendance of the Board
of Directors and other details of the Board &
its Committees are provided in the Corporate
Governance Report. The Intervening gap between
the Meetings was within the period prescribed under
the Act and Listing Regulations.

14. Directors'' Responsibility
Statement:

In accordance with the provisions of Section 134(5)
of the Companies Act, 2013 the Directors confirm
that:

a) in the preparation of the annual accounts, the
applicable Accounting Standards have been
followed along with proper explanation relating
to material departures, if any;

b) appropriate accounting policies have been
selected and applied consistently and have 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
31 March 2025 and of the profit of the Company
for the year ended 31 March 2025;

c) proper and sufficient care has been taken for
maintenance of adequate accounting records
in accordance with the provisions of the
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

15. Board Performance
Evaluation:

The Company has devised a Performance Evaluation
Framework and Policy, which sets out a mechanism
for the evaluation of the Board, Committees of the
Board and the individual Directors.

Pursuant to the provisions of the Act and Listing
Regulations, the Board had carried out an annual
evaluation of its own performance and the
performance of its Committees as well as the
individual Directors.

16. Meetings of the Members:

During the year under review, the shareholders met
once. Thirteenth Annual General Meeting of the
members was held on 25 September 2024.

17. Separate Meeting of
Independent Directors:

A separate Meeting of the Independent Directors
of the Company, without the attendance of Non¬
Independent Directors and Members of Management,
was held on 7th March 2025 as required under
Schedule IV to the Act (Code for Independent
Directors) and Regulation 25(3) of the SEBI Listing
Regulations. All the Independent Directors attended
the Meeting.

The Independent Directors, inter-alia, reviewed the
performance of Non-Independent Directors, Board
as a whole and Chairman of the Company, taking
into account the views of managing director and
non-executive directors. They also assessed the
quality, quantity, timeliness and adequacy of
information between the Company''s management
and the Board.

18. Management Discussion and
Analysis Report:

The Management Discussion and Analysis Report
on the operations of the Company, is presented in a
separate section forming part of this Annual Report.

19. Auditors and Auditors'' Report:

A. Statutory Auditors:

M/s. Walker Chandiok & Co LLP, (Firm
Registration no. 001076N/N500013) Chartered
Accountants were appointed as Statutory
Auditors of the Company at the Shareholders
Meeting held on 25 July 2018, for a term of five
consecutive years i.e. upto the conclusion of
ensuing 12th AGM. Further as per the provisions
of Section 139 of the Act, the Board of Directors
of the Company, on the recommendation
of the Audit Committee, recommended the
re-appointment of M/s. Walker Chandiok &
Co LLP, Chartered Accountants for a further
period of five years i.e. upto the conclusion of
17th AGM and at annual general meeting
held on 26 September 2023, the shareholders
had approved re-appointment of M/s. Walker
Chandiok & Co LLP, Chartered Accountants
for a further period of five years i.e. upto the
conclusion of 17th AGM.

Auditor''s Report for the year under review forms
part of this annual report. It does not contain any
qualifications, reservations or adverse remarks.

Further, there are no instances of any fraud
reported by the Auditors to the Audit Committee
or to the Board pursuant to Section 143(12) of
the Act.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the
Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules
2014, the Board had appointed M/s. Bhadresh
Shah and Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of
the Company for the F.Y. 2024 - 25. Secretarial
Audit Report in prescribed Form No. MR-3 is
annexed to this report as “Annexure I”. There
are no qualifications or reservations or adverse
remarks in the Secretarial Audit Report.

Further, pursuant to the provisions of Regulation
24A & other applicable provisions of the SEBI
Listing Regulations read with Section 204 read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Audit Committee and the Board of
Directors at their respective meetings held on
15 May 2025 have approved & recommended
for approval of Members, appointment of
M/s. Bhadresh Shah and Associates, Practicing
Company Secretaries (COP Number 15957)
as Secretarial Auditor for a term of up to
5 (Five) consecutive years, to hold office from
1 April 2025 up to 31 March 2030.

A detailed proposal for appointment of
Secretarial auditor forms part of the Notice
convening this AGM.

C. Cost Auditor:

The Company maintains cost records as per the
provisions of Section 148(1) of the Act and the
same are audited by the Cost Auditors.

The Board, on recommendation of Audit
Committee, has appointed M/s. Kirit Mehta
& Associates, Practicing Cost Accountants
to audit the cost records of the Company for
the F.Y. 2025 - 26 at a remuneration of '' 0.45
million plus applicable taxes and reimbursement
of actual travel and out of pocket expenses.
Their remuneration is subject to ratification by
shareholders at the ensuing Annual General
Meeting. Accordingly, resolution seeking
Members'' ratification of their remuneration,
forms part of the Notice convening the
14th Annual General Meeting. Board
recommends the same for approval of Members.

The Cost Auditors have certified that their
appointment is within the limits of Section 141(3)
(g) of the Act and that they are not disqualified
from appointment within the meaning of the
said Act.

D. Internal Auditor:

Pursuant to the provisions of Section 138 of
the Act and the Companies (Accounts) Rules,
2014, the Board of the Company has appointed
M/s. Shridhar & Associates, to conduct internal
audit for the Company.

The Auditors of the Company have not reported
any fraud as specified under the second proviso
of Section 143(12) of the Act (including any
statutory modification(s) or re-enactment(s)
thereof for the time being in force).

20. Internal Financial Control (IFC)
and its Adequacy:

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 IFC is aligned with the
statutory requirements and are adequate and
operating effectively.

Particular	Estimated net proceeds as per Prospectus	Revised net proceeds	Utilisation upto 30 June 2024	Unutilised amount as at 31 March 2025
Payment of outstanding purchase consideration to the Promoter for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 9 October 2018	8,000.00	8,000.00	8,000.00
Funding the capital expenditure requirements	1,527.64	1,527.64	1,527.64	-
General corporate purposes	576.75	494.40	494.40	-
Total	10,104.39	10,022.04	10,022.04	-

Effectiveness of IFC is ensured through Management
reviews, controlled self-assessment and independent
testing by the Internal Auditor.

21. Risk Management Policy:

The Company has a Risk Management Policy with the
objective to formalise the process of identification of
potential risk and adopt appropriate risk mitigation
measures through a risk management structure.
The Risk Management Policy is a step taken by
the Company towards strengthening the existing
controls. The details of risk management have been
included in the Management Discussion and Analysis
Report, which forms part of this report.

22. Particulars of Loans,
Guarantees or Investments:

There were no loans, guarantees or investments
made by the Company under Section 186 of the
Companies Act, 2013 during the year under review
and hence the said provision is not applicable.

25. Employee Stock Option
Scheme (ESOP):

In compliance with the provisions of Sections 62
of the Act and Rules made thereunder and the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (“the SEBI SBEB Regulations”), the Company
has formulated an employee stock option scheme,
namely, Glenmark Life Sciences Limited Employee
Stock Option Plan, 2021, (the “ESOP Scheme”). The
ESOP scheme has been implemented in accordance
with the SEBI SBEB Regulations and in accordance
with the resolution passed by the shareholders at
the Extraordinary General Meeting held on 09 April
2021, approving such scheme. ESOP Scheme of
the Company aims to reward employees for their
performance as well as to attract and retain talent in
the organization. The Company views the ESOP as
an instrument that would enable the Employees to

23. Capital Structure:

During the F.Y. 2024-25, the paid-up equity
share capital of the Company has increased from
'' 24,50,54,344 to '' 24,50,74,104, consequent to
allotment of 9,880 equity shares of '' 2 each upon
exercise of stock options under the Employee Stock
Options Scheme 2021''.

24. Utilisation of Issue Proceeds:

The net proceeds of the fresh issue were utilised for
payment of outstanding purchase consideration to
Glenmark Pharmaceuticals Limited (“the Promoter”)
for the spin-off of the API business from the
Promoter into our Company pursuant to the Business
Purchase Agreement dated 9 October 2018, funding
the Capital Expenditure requirements and General
Corporate purposes. The details of utilization of
proceeds by the Company are set out in following
table and there was no deviation in utilization of the
proceeds of IPO:
get a share in the value, they create for the Company
in the years to come. 9,51,734 ESOP options have
been granted to the eligible Employees/Directors at
Nomination and Remuneration Committee meeting
held on 17 May 2021.

NRC and Board, in adherence to ESOP Scheme and
on conclusion of the sale of 75% shareholding from
Glenmark Pharmaceuticals Limited to Nirma Limited,
approved the acceleration of vesting of the granted
options that have not vested i.e. 6,11,465 options
under ESOP 2021, with effect from 16 March 2024,
subject to compliance with the minimum statutory
vesting period of one year from the date of grant.

As of 31 March 2024, 8,73,522 options were
outstanding. During the F.Y. 2024-25, 1,18,715
options were cancelled and 9,880 options were
exercised under Employees Stock Options Scheme
viz. ESOS'' 2021. As of 31 March 2025, 7,44,927
options were outstanding and are due for exercise.

The information in compliance with Regulation
14 of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended, is attached as
Annexure-II and forms part of this Annual Report.

26. Related Party Transactions:

The Company did not have any contracts or
arrangements with Related Parties in terms of
Section 188(1) of the Act. Accordingly, the disclosure
of Related Party Transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024-25 and hence
does not form part of this Report. The disclosure of
transactions with related party for the year is given in
Notes to the Balance Sheet as on 31 March 2025.

All transactions with related parties were reviewed
and approved by the Audit Committee and were
in accordance with the Policy on dealing with and
materiality of related party transactions and the
related party framework, formulated and adopted by
the Company. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are
repetitive in nature.

Related Party Transactions and its materiality Policy
is available on the Company''s website at https://
bunny-wp-pullzone-zhbiessutg.b-cdn.net/alivus_
pdfs/investors/corporate_governance/Policy%20
on%20related%20party%20transactions%20
and%20its%20materiality.pdf

In terms of Regulation 23 of the SEBI Listing
Regulations, the Company submits details of related
party transactions as per the format specified in the
relevant accounting standards/ SEBI notification to
the stock exchanges on a half yearly basis.

27. The Conservation of Energy,
Technology Absorption,
Foreign Exchange Earnings &
Outgo:

The information pertaining to Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and outgo as required under Section 134(3)
(m) of the Act, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is appended herewith as
Annexure III to this report.

28. Corporate Social
Responsibility:

The report on the CSR in the format prescribed in the
Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021 including the composition

of the CSR Committee is appended herewith as
Annexure IV to this Report.

CSR Policy is available on Company''s website at:
https://bunny-wp-pullzone-zhbiessutg.b-cdn.net/
alivus_pdfs/investors/corporate_governance/
Glenmark-Life-Sciences-CSR-Policyb.pdf

29. Annual Return:

Pursuant to Section 92 read with Section 134(3)(a) of
the Act, the Annual Return as on 31 March 2025 is
available on the Company''s website at https://www.
alivus.com/

30. Disclosure under the Sexual
Harassment of Women at
Workplace (Prevention,
Prohibition & Redressal)

Act, 2013:

The Company has in place 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 work place. All women
employees (permanent, temporary, contractual and
trainees) are covered under this policy.

There were no complaints reported under the Sexual
Harassment of Women at workplace (Prevention,
Prohibition & Redressal) Act, 2013 during
F.Y. 2024-25.

The Company is committed to providing safe and
conducive work environment to all of its employees
and associates.

31. Vigil Mechanism:

The Company, as required under Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014, has
established a Vigil Mechanism for their Directors
and employees to report their genuine concerns or
grievances.

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

All the employees and Directors of the Company are
provided direct access to the Chairman of the Audit
Committee.

The details of the Policy are available on the
Company''s website at https://bunny-wp-pullzone-
zhbiessutg.b-cdn.net/alivus_pdfs/investors/
corporate_governance/Whistel_Blower_Policy.pdf

32. Human Resources:

Company''s industrial relations continued to be
harmonious during the year under review.

33. Particulars of Employees &
Remuneration:

Information required under Section 197(12) of the Act
read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in Annexure V to this report.

Information required under Section 197(12) of the
Act read with rule 5(2) and rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended herewith and
forming part of this report.

34. Business Responsibility and
Sustainability Report:

In compliance with the provisions of Regulation 34 of
the Listing Regulations, the Business Responsibility
and Sustainability Report (BRSR) to be submitted
by top 1,000 listed entities based on their market
capitalization as on 31 March 2025 is appended
herewith as Annexure VI to this Report.

35. Other Disclosures:

During the F.Y. under review:

a) the Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating
to ''Meetings of the Board of Directors'' and
''General Meetings'', respectively.

b) the Company did not accept any deposit
within the meaning of Sections 73 and 74 of
the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 and accordingly no
amount on account of principal or interest on

public deposits was outstanding as on 31 March
2025.

c) the Company has not issued shares with
differential voting rights and sweat equity shares
during the year under review.

d) Neither the Managing Director nor the Whole¬
time Directors of the Company received any
remuneration or commission from any of its
subsidiaries.

e) no significant or material orders were passed by
the regulators or courts or tribunals which could
impact the going concern status of the Company
and its future operations.

f) no material changes and commitments have
occurred after the close of the year till the date
of this report which may affect the financial
position of the Company.

g) There was no change in the nature of business of
the Company;

h) No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application
made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as
at the end of the financial year is not applicable;

36. Appreciation and
Acknowledgements:

Your Directors express their gratitude to the
Company''s customers, business partners'' viz.
distributors and suppliers, medical profession,
Company''s bankers, financial institutions including
investors for their valuable sustainable support and
co-operation.

Your Directors commend the continuing commitment
and dedication of employees at all levels.

For and on behalf of the Board of Directors

Yasir Rawjee Vinod Naik

Managing Director & CEO Executive Director

DIN:01965174 DIN:03635487

Place: Mumbai

Date: 15 May 2025

---

Mar 31, 2024

1. FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previous years’ figures is given hereunder:

('' in Million)

Particulars	For the F.Y. ended 31 March 2024	For the F.Y. ended 31 March 2023
Net Sales/Income from operations
Income from operations	22,832.84	21,612.20
Other Income	120.42	289.57
Total Income	22,952.56	21,901.77
Total Expenses	16,639.66	15,615.68
Profit before exceptional and extraordinary items and tax	6,312.90	6,286.09
Less: Exceptional Items	-	-
Profit Before Tax	6,312.90	6,286.09
Less: Current tax	1,522.14	1,506.11
Less Deferred Tax	81.88	110.37
Net Profit After Tax	4,708.88	4,669.61

2. RESULTS OF OPERATIONS:

Total Income: Our total income increased by 4.8% to '' 22,952.56 million for the F.Y. 2024 from '' 21,901.77 million for the F.Y. 2023, primarily due to strong growth momentum across regulated as well as emerging markets.

Revenue from Operations: Our revenue from operations increased by 5.6% to '' 22,832.14 million for the F.Y. 2024 from '' 21,612.20 million for the F.Y. 2023, primarily due to an increase in sale of products. Our revenue from the sale of products increased by 6.7% to '' 21,847.70 million for the F.Y. 2024 from '' 20,478.40 million for the F.Y. 2023, majorily due to strong growth momentum across regulated as well as emerging markets. Our other operating revenue decreased by 13.2% to '' 984.44 million for the F.Y. 2024 from '' 1,133.80 million for the F.Y. 2023, primarily due to lower production linked incentive (PLI) in the current year as compared to previous year.

Other Income: Our other income decreased to '' 120.42 million for the F.Y. 2024 from '' 289.57 million for the F.Y. 2023, primarily due to exchange loss (net) and lower interest income in the current year.

Expenses:

Cost of Materials: Cost of materials decreased by 1.2% to '' 10,020.10 million for the F.Y. 2024 from '' 10,140.88 million for the F.Y. 2023. This decrease was primarily on account of product mix.

Employee Benefits Expenses: Employee benefits expenses increased by 43.3% to '' 2,581.56 million for the F.Y 2024 from '' 1,801.80 million for the F.Y. 2023, primarily due to one-time performance bonus awarded to the Senior Management, annual increment and rise in headcount.

Depreciation and Amortization Expense: Our depreciation and amortization expenses increased by 27.0% to '' 534.52 million for the F.Y. 2024 from '' 420.94 million for the F.Y. 2023, primarily due to commissioning of new manufacturing capacities at our Dahej and Ankleshwar site.

Other Expenses: Other expenses increased by 7.4% to '' 3,488.02 million for the F.Y 2024 from '' 3,246.59 million for the F.Y. 2023, primarily due to an increase in labour charges by 28.8% to '' 736.65 million for the F.Y. 2024 from '' 571.84 million for the F.Y. 2023, an increase in Sales Promotion expenses by 27.8% to '' 115.47 million for the F.Y. 2024 from

'' 90.07 million for the F.Y. 2023 and an increase in Repairs and Maintenance by 15.5% to '' 379.05 million for the F.Y. 2024 from '' 327.62 million for the F.Y. 2023.

Total Tax Expense: Our total tax expenses decreased to '' 1,604.02 million for the F.Y. 2024 from '' 1,616.48 million for the F.Y. 2023, primarily in line with profit before tax.

Profit for the Year: As a result of the foregoing, our net profit increased to '' 4,708.88 million for the F.Y. 2024 from '' 4,669.61 million for the F.Y. 2023.

3. DIVIDEND:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company’s website at https:// www. glenmarklifesciences.com/pdf/Dividend-distribution- policy. pdf

Pursuant to the approval of the Board on 09 October 2023, your Company paid an interim dividend of '' 22.50 per equity share of face value of '' 2/- each, to shareholders whose names were appearing in the register of members as on 17 October 2023, being the record date fixed for this purpose, after deduction of applicable taxes. The total net cash outflow was of '' 2,756.86 million.

The interim dividend of '' 22.50 per equity share, declared by the Board on 09 October 2023 shall be the final dividend for the financial year 2023-24. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.

4. TAXATION ON DIVIDEND:

As per the provisions of the Income Tax Act, 1961, as amended by and read with the provisions of the Finance Act, 2020, with effect from 01 April 2020, dividend declared and paid by the Company is taxable in the hands of shareholders. The Company shall, therefore, be required to calculate deduction of tax at source (TDS) at the time of payment of dividend at the applicable rates.

5. INTEGRATED REPORT:

The Company has voluntarily provided the Integrated Report, which includes both financial and non-financial information.

The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. Financial, Manufactured, Intellectual, Human, Social and Relationship and Natural.

6. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The Company has not transferred any amount to general reserves for the F.Y. 2023-24.

7. CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices, including the requirements under the Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under aforesaid Regulations forms part of the Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as defined in the Act during the F.Y. under review.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Investor Education and Protection / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the F.Y. to the Investor Education and Protection Fund.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Change in Management:

During the year, the promoter Glenmark Pharmaceuticals Limited (“GPL”), and Nirma Limited (“Nirma”) entered into share purchase agreement (“Share Purchase Agreement”) for the sale of 91,895,379 equity shares representing 75% of the current issued and paid-up equity share capital of the Company to Nirma Limited.

The said transaction was consummated on 06 March 2024 and 12 March 2024, pursuant to which 91,895,379 equity shares representing 75% of the issued and paid-up equity share capital of the Company have been transferred by GPL to Nirma Limited. Accordingly, Nirma stands designated as a

new promoter of the Company. The Nirma had obtained all statutory approvals.

As there was a change in ownership pursuant to share purchase agreement, Mr. Glenn Saldanha (DIN: 00050607) - Chairman, Non-executive Director and Mr. V. S. Mani (DIN: 01082878) - Non-Executive Director have resigned from the Board with effect from closure of Business hours on 06 March 2024 and the following new Directors were appointed on the Board as Additional Directors based on the recommendation of Nomination and Remuneration Committee:

Mr. Hiren K. Patel (DIN: 00145149) - Chairman & Additional Director -Non- Executive

Mr. Kaushikbhai N Patel (DIN: 00145086) - Additional Director - Independent

Mr. Vijaykumar Ratilal Shah (DIN: 00376570) - Additional Director - Independent.

Resignation of Mr. Sridhar Gorthi (DIN: 00035824) -Independent Director:

Mr. Sridhar Gorthi (DIN: 00035824) ceased to be the Independent Director with effect from the closure of business hours on 06 March 2024. The Board placed on record its appreciation for his valuable contribution during his tenure.

Resignation of Ms. Gita Nayyar (DIN: 07128438), Independent Director:

Ms. Gita Nayyar (DIN : 07128438) ceased to be the Independent Director with effect from the closure of business hours on 22 April 2024. The Board placed on record its appreciation for her valuable contribution during her tenure.

Appointment of Dr. Savan Godialwala (DIN 07874111):

Dr. Savan Godialwala (DIN: 07874111) was appointed as an Additional Director, Independent of the Company with effect from 25 April 2024 subject to approval of the Shareholders.

Retirement by Rotation:

Dr. Yasir Rawjee (DIN: 01965174) will retire by rotation and being eligible, offers himself for re- appointment at the ensuing 13th AGM of the Company. A detailed profile(s) of Dr. Yasir Rawjee seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings issued by ICSI is provided separately by way of an Annexure to the Notice of the AGM.

Independent Directors:

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, all the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act.

During the year, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Board/Committees of the Company.

Independent Directors of the Company are not liable to retire by rotation.

A note on the familiarisation programme adopted by the Company for orientation and training of the Director in compliance with the provisions of the Act and Listing Regulation is provided in the Report on Corporate Governance, which forms Part of this Report.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company:

Dr. Yasir Rawjee - Managing Director & CEO

Mr. Vinod Naik - Executive Director

Mr. Tushar Mistry - Chief Financial Officer

Mr. Rudalf Corriea - Company Secretary & Compliance Officer

11. APPLICATION FOR

RECLASSIFICATION UNDER LISTING REGULATION 31A:

The Company is in receipt of a request from Glenmark Pharmaceuticals Limited and Mr. Glenn Saldanha (collectively as “Outgoing Promoters”) for reclassification from the ‘Promoter and Promoter Group’ category to ‘Public’ category shareholder in accordance with Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), pursuant to the disclosure

in relation to intent of Outgoing Promoters to reclassify to public shareholders of the Company.

Application for reclassification of promoter as public under Regulation 31A of Listing Regulations has been made to BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed. The Approval is awaited till date of this report.

12. BOARD AND COMMITTEE MEETINGS:

Details of composition, attendance of the Board of Directors and other details of the Board & its Committees are provided in the Corporate Governance Report. The Intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and have 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 31 March 2024 and of the profit of the Company for the year ended 31 March 2024;

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

14. BOARD PERFORMANCE EVALUATION:

The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board, Committees of the Board and the individual Directors.

Pursuant to the provisions of the Act and Listing Regulations, the Board had carried out an annual evaluation of its own performance and the performance of its Committees as well as the individual Directors.

15. MEETINGS OF THE MEMBERS:

During the year under review, the shareholders met once. Twelfth Annual General Meeting of the members was held on 26 September 2023.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

One meeting of Independent Directors was held during the year.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, is presented in a separate section forming part of this Annual Report.

18. AUDITORS AND AUDITORS’ REPORT:

A. Statutory Auditors:

M/s. Walker Chandiok & Co LLP, (Firm Registration no. 001076N/N500013) Chartered Accountants were appointed as Statutory Auditors of the Company at the Shareholders Meeting held on 25 July 2018, for a term of five consecutive years i.e. upto the conclusion of ensuing 12th AGM. Further as per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommended the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered

Accountants for a further period of five years i.e. upto the conclusion of 17th AGM and at annual general meeting held on 26 September 2023, the shareholders had approved re-appointment of M/s. Walker Chandiok & Co LLP, Chartered

Accountants for a further period of five years i.e. upto the conclusion of 17^th AGM.

Auditor’s Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.

Further, there are no instances of any fraud reported by the Auditors to the Audit Committee or to the Board pursuant to Section 143(12) of the Act.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. Bhadresh Shah and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2023 - 24.

Secretarial Audit Report in prescribed Form No. MR-3 is annexed to this report as “Annexure I”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report.

C. Cost Auditor:

The Company maintains cost records as per the provisions of Section 148(1) of the Act and the same are audited by the Cost Auditors.

The Board, on recommendation of Audit Committee, has appointed M/s. Kirit Mehta & Associates, Practicing Cost Accountants to audit the cost records of the Company for the F.Y. 2024 - 25 at a remuneration of '' 0.45 million plus applicable taxes and reimbursement of actual travel and out of pocket expenses. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking Members’ ratification of their remuneration, forms part of the Notice convening the 13th Annual General Meeting. Board recommends the same for approval of Members.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

D. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company has appointed M/s. Sridhar & Associates, to conduct internal audit for the Company.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

19. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY:

The Company has established an adequate system of internal controls, policies, and procedures to ensure the orderly and efficient conduct of the business. This includes adherence to the Company’s policies / procedures, safeguarding its assets, preventing and detecting fraud and errors, ensuring the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures, as required under the Act.

The current system of Internal Financial Controls (IFC) is aligned with statutory requirements, is adequate considering the size of the company, and is operating effectively. The effectiveness of IFC is ensured through controlled selfassessment, management reviews, and independent testing by the Internal and Statutory Auditors.

20. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The details of risk management have been included in the Management Discussion and Analysis Report, which forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

22. CAPITAL STRUCTURE:

There was no change in paid-up share capital in the F.Y. 2023-24.

23. UTILISATION OF ISSUE PROCEEDS:

The net proceeds of the fresh issue were / will be utilised for payment of outstanding purchase consideration to Glenmark Pharmaceuticals Limited (“the Promoter”) for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 09 October 2018, funding the Capital Expenditure requirements and General Corporate purposes. The details of utilization of proceeds by the Company are set out in following table and there was no deviation in utilization of the proceeds of IPO:

Particular	Estimated net proceeds as per Prospectus	Revised net proceeds	Utilisation upto 31 March 24	Unutilised amount as at 31 March 24
Payment of outstanding purchase consideration to the Promoter for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 9 October 2018	8,000.00	8,000.00	8,000.00
Funding the capital expenditure requirements	1,527.64	1,527.64	1,466.19	61.45
General corporate purposes	576.75	494.40	494.40	-
Total	10,104.39	10,022.04	9,960.59	61.45

24. EMPLOYEE STOCK OPTION SCHEME (ESOP):

In compliance with the provisions of Sections 62 of the Act and Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SEBI SBEB Regulations”), the Company has formulated an employee stock option scheme, namely, Glenmark Life Sciences Limited Employee Stock Option Plan, 2021, (the “ESOP Scheme”). The ESOP scheme has been implemented in accordance with the SEBI SBEB Regulations and in accordance with the resolution passed by the shareholders at the Extraordinary General Meeting held on 09 April 2021, approving such scheme.

ESOP Scheme of the Company aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views the ESOP as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come. 9,51,734 ESOP options have been granted to the eligible Employees/Directors at Nomination and Remuneration Committee meeting held on 17 May 2021.

As of 31 March 2023, 8,77,712 options were outstanding. During the F.Y. 2023-24, 4,190 options were cancelled and no options were exercised under Employees Stock Options Scheme viz. ESOS’ 2021. As of 31 March 2024, 8,73,522 options were outstanding and are due for exercise.

During the year, NRC and Board, in adherence to ESOP Scheme and on conclusion of the sale of 75% shareholding from Glenmark Pharmaceuticals Limited to Nirma Limited, approved the acceleration of vesting of the granted options that have not vested i.e. 6,11,465 options under ESOP 2021, with effect from 16 March 2024, subject to compliance with the minimum statutory vesting period of one year from the date of grant.

The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, is attached as Annexure-II and forms part of this Annual Report.

25. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III to this report. The disclosure of transactions with related party for the year is given in the Notes to the Balance Sheet as on 31 March 2024.

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

Related Party Transactions and its materiality Policy is available on the Company’s website at https://www. glenmarklifesciences.com/pdf/GLS%20RPT%20Policy.pdf

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per the format specified in the relevant accounting standards/ SEBI notification to the stock exchanges on a half yearly basis.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, approval of the Members was obtained in the last AGM and a resolution proposing to approve Material Related Party Transactions with Glenmark Pharmaceuticals Limited along with the explanatory statement, forms part of the Notice of 13th AGM.

26. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as Annexure IV to this report.

27. CORPORATE SOCIAL RESPONSIBILITY:

The report on the CSR in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 including the composition of the CSR Committee is appended herewith as Annexure V to this Report.

CSR Policy is available on Company’s website at: https:// www.glenmarklifesciences.com/pdf/Glenmark-Life-Sciences-CSR-Policyb.pdf

28. ANNUAL RETURN:

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2024 is available on the Company’s website at https://www.glenmarklifesciences. com/

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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 work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy.

There were no complaints reported under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 during F.Y. 2023-24.

The Company is committed to providing safe and conducive work environment to all of its employees and associates.

30. VIGIL MECHANISM:

The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, has established a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances.

The Audit Committee of the Company shall oversee the vigil mechanism, which provides for adequate safeguards

against victimization of employees and Directors who avail of the vigil mechanism.

All the employees and Directors of the Company are provided direct access to the Chairman of the Audit Committee.

The details of the Policy are available on the Company’s website at https://www.glenmarklifesciences.com/pdf/ Whistle_Blower_Policy_22.pdf

31. HUMAN RESOURCES:

Company’s industrial relations continued to be harmonious during the year under review.

32. PARTICULARS OF EMPLOYEES & REMUNERATION:

Information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.

Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended herewith and forming part of this report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) to be submitted by top 1,000 listed entities based on their market capitalization as on 31 March 2024 is appended herewith as Annexure VII to this Report.

34. OTHER DISCLOSURES:

During the F.Y. under review:

a) the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

b) the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31 March 2024.

c) the Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

d) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

e) no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

f) no material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

g) There was no change in the nature of business of the Company;

h) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

35. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company’s customers, business partners’ viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Yasir Rawjee Vinod Naik

Managing Director & CEO Executive Director

DIN: 01965174 DIN: 03635487

Place: Mumbai Date: 25 April 2024

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Mar 31, 2023

Your Directors have pleasure in presenting the Twelfth Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2023

1. FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previous years’ figures is given hereunder:

(Rs. in Million)
Particulars	For the F.Y. ended 31 March 2023	For the F.Y. ended 31 March 2022
Net Sales/Income from operations
Income from operations	21,612.20	21,232.14
Other Income	289.57	147.04
Total Income	21,901.77	21,379.18
Total Expenses	15,615.68	15,729.93
Profit before exceptional and extraordinary items and tax	6,286.09	5,649.25
Less: Exceptional Items	-	-
Profit Before Tax	6,286.09	5,649.25
Less: Current tax	1,506.11	1,376.27
Less Deferred Tax	110.37	85.74
Net Profit After Tax	4,669.61	4,187.24

2. RESULTS OF OPERATIONS:

Total Income: Our total income increased by 2.4% to '' 21,901.77 million for the F.Y. 2023 from '' 21,379.18 million for the F.Y. 2022, primarily due to an increase in revenue from operations.

Revenue from Operations: Our revenue from operations increased by 1.8% to '' 21,612.20 million for the F.Y. 2023 from '' 21,232.14 million for the F.Y. 2022, primarily due to an increase in other operating income.

Our revenue from the sale of products decreased by 1.9% to '' 20,478.40 million for the F.Y. 2023 from '' 20,874.48 million for the F.Y. 2022, majorily due to higher base in F.Y. 2022 contributed by covid related products.

Our other operating revenue increased by 217.0% to '' 1,133.80 million for the F.Y. 2023 from '' 357.66 million for the F.Y. 2022, primarily due to production linked incentive (PLI) in the current year.

Other Income: Our other income increased to '' 289.57 million for the F.Y. 2023 from '' 147.04 million for the F.Y. 2022, primarily due to exchange gain (net) and higher interest income.

Expenses:

Cost of Materials: Cost of materials decreased by 2.8% to '' 10,140.89 million for the F.Y. 2023 from '' 10,428.87 million during the F.Y. 2022. This decrease was primarily on account of product mix.

Employee Benefits Expenses: Employee benefits expenses increased by 6.8% to '' 1,801.80 million for the F.Y. 2023 from '' 1,687.23 million for the F.Y. 2022, primarily as a result of an increase in our number of employees due to the growth in our business and operations and annual compensation increments given to our employees. Our number of employees increased to 1,824 employees as of 31 March 2023 from 1,653 employees as of 31 March 2022.

Finance Costs: Our finance costs decreased to '' 5.47 million for the F.Y. 2023 from '' 279.62 million for the F.Y. 2022 due to repayment of entire business purchase consideration in the F.Y. 2022 relating to the Spin-off.

Depreciation and Amortization Expense: Our depreciation and amortization expenses increased by 11.13% to '' 420.94 million for the F.Y. 2023 from '' 378.77 million for the F.Y. 2022, primarily due to commissioning of new manufacturing capacities at our Dahej and Ankleshwar site.

Other Expenses: Other expenses increased by 9.9% to '' 3,246.59 million for the F.Y. 2023 from '' 2,955.44 million for the F.Y. 2022, primarily due to an increase in power, fuel and water charges by 14.5% to '' 1,155.98 million for the F.Y. 2023 from '' 1,009.15 million for the FY. 2022, an increase in export commission by 128.8% to '' 204.84 million for the F.Y. 2023 from '' 89.54 million for the F.Y. 2022, and an increase in repairs and maintenance expenses by 32.1 % to '' 327.62 million for the F.Y. 2023 from '' 247.97 million for the F.Y. 2022.

Total Tax Expense: Our total tax expense increased to '' 1,616.48 million for the F.Y. 2023 from '' 1,462.01 million for the F.Y. 2022, primarily in line with profit before tax.

Profit for the Year: As a result of the foregoing, our net profit increased by 11.5% to '' 4,669.61 million for the F.Y. 2023 from '' 4,187.24 million for the F.Y. 2022.

3. DIVIDEND:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy are available on the Company’s website at https:// www.glenmarklifesciences.com/pdf/Dividend-distribution-policy.pdf

Pursuant to the approval of the Board on 16 March 2023, your Company paid an interim dividend of '' 21/- per equity share of face value of '' 2/- each, to shareholders whose names were appearing in the register of members as on 24 March 2023, being the record date fixed for this purpose, after deduction of applicable taxes. The total net cash outflow was of '' 2,573.07 million.

The interim dividend of '' 21 per equity share, declared by the Board on 16 March 2023 shall be the final dividend for the financial year 2022-23. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.

4. TAXATION ON DIVIDEND:

As per the provisions of the Income Tax Act, 1961, as amended by and read with the provisions of the Finance Act, 2020, with effect from 1 April 2020, dividend declared and paid by the Company is taxable in the hands of shareholders. The Company shall, therefore, be required to calculate deduction of tax at source (TDS) at the time of payment of dividend at the applicable rates.

5. INTEGRATED REPORT:

The Company has voluntarily provided the Integrated Report, which includes both financial and non-financial information.

The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. Financial, Manufactured, Intellectual, Human, Social and Relationship and Natural.

6. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The Company has not transferred any amount to general reserves for the F.Y. 2022-23.

7. CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices, including the requirements under the Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under aforesaid Regulations forms part of the Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as defined in the Act during the F.Y. under review.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Investor Education and Protection / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the F.Y. to the Investor Education and Protection Fund.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Mr. Vinod Naik:

During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of the Directors approved the appointment of Mr. Vinod Naik (DIN - 03635487) as whole time Director of the Company on 21 October 2022.

Subsequently, the Company has received approval of the Members of the Company by means of Ordinary Resolution through Postal Ballot on 3 January 2023 for appointment of Mr. Vinod Naik (DIN - 03635487) as the whole time Director for a period of 5 (five) years with effect from 21 October 2022.

Resignation of Mr. Sumantra Mitra:

Mr. Sumantra Mitra (DIN 08748014) ceased to be the Executive Director with effect from 21 October 2022. The Board placed on record its appreciation for his invaluable contribution during his tenure.

Retirement by Rotation:

Mr. Glenn Saldanha (DIN: 00050607) will retire by rotation and being eligible, offers himself for re- appointment at the ensuing 12th AGM of the Company. A detailed profile(s) of Mr. Glenn Saldanha seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings issued by ICSI is provided separately by way of an Annexure to the Notice of the AGM.

Independent Directors:

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, all the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘ 11CA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act.

During the year, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending

meetings of the Board/Committees of the Company.

Independent Directors of the Company are not liable to retire by rotation.

A note on the familiarisation programme adopted by the Company for orientation and training of the Director in compliance with the provisions of the Act and Listing Regulation is provided in the Report on Corporate Governance, which forms Part of this Report.

Chief Financial Officer:

Mr. Bhavesh Pujara, Chief Financial Officer ceased to be the Chief Financial Officer (CFO) with effect from 22 April, 2022. Mr. Tushar Mistry was appointed as Chief Financial Officer (CFO) with effect from 1 June 2022.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company:

Dr. Yasir Rawjee - Managing Director & CEO

Mr. Vinod Naik - Whole Time Director (with effect from 21 October 2022)

Mr. Sumantra Mitra - Whole Time Director (up to 21 October 2022)

Mr. Tushar Mistry - Chief Financial Officer (with effect from 1 June 2022)

Mr. Bhavesh Pujara - Chief Financial Officer (up to 22 April 2022)

Mr. Rudalf Corriea - Company Secretary & Compliance Officer

11. BOARD AND COMMITTEE MEETINGS:

Details of composition, attendance of the Board of Directors and other details of the Board & its Committees are provided in the Corporate Governance Report. The Intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and have 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 31 March 2023 and of the profit of the Company for the year ended 31 March 2023;

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

13. BOARD PERFORMANCE EVALUATION:

The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board, Committees of the Board and the individual Directors.

Pursuant to the provisions of the Act and Listing Regulations, the Board had carried out an annual evaluation of its own performance and the performance of its Committees as well as the individual Directors.

14. MEETINGS OF THE MEMBERS:

During the year under review, the shareholders met once. Eleventh Annual General Meeting of the members was held on 26 September 2022.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

One meeting of Independent Directors was held during the year.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, is presented in a separate section forming part of this Annual Report.

17. AUDITORS AND AUDITORS’ REPORT:

A. Statutory Auditors:

M/s. Walker Chandiok & Co LLP, (Firm Registration no. 001076N/N500013) Chartered Accountants were appointed as Statutory Auditors of the Company at the Shareholders Meeting held on 25 July 2018, for a term of five consecutive years i.e. upto the conclusion of ensuing 12th AGM.

As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants for a further period of five years i.e. upto the conclusion of 17th AGM.

M/s. Walker Chandiok & Co LLP, Chartered Accountants, (i) have expressed their willingness to be re-appointed for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

A resolution proposing re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditor of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of the Notice of 12th AGM.

Auditor’s Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.

Further, there are no instances of any fraud reported by the Auditors to the Audit Committee or to the Board pursuant to Section 143(12) of the Act.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. Bhadresh Shah and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2022 -23.

Secretarial Audit Report in prescribed Form No. MR-3 is annexed to this report as “Annexure I”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report.

C. Cost Auditor:

The Company maintains cost records as per the provisions of Section 148(1) of the Act and the same are audited by the Cost Auditors.

The Board, on recommendation of Audit Committee, has appointed M/s. Kirit Mahta & Associates, Practicing

Cost Accountants to audit the cost records of the Company for the F.Y. 2023 - 24 at a remuneration of '' 0.45 million plus applicable taxes and reimbursement of actual travel and out of pocket expenses. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking Members’ ratification of their remuneration, forms part of the Notice convening the 12th Annual General Meeting. Board recommends the same for approval of Members.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

D. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company has appointed M/s. Sridhar & Associates, to conduct internal audit for the Company.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

18. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY:

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 IFC is aligned with the statutory requirements and are adequate and operating effectively.

Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor.

19. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The details of risk management have been included in the Management Discussion and Analysis Report, which forms part of this report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

21. CAPITAL STRUCTURE:

There was no change in paid-up share capital in the F.Y. 2022-23.

22. UTILISATION OF ISSUE PROCEEDS:

The net proceeds of the fresh issue were / will be utilised for payment of outstanding purchase consideration to Glenmark Pharmaceuticals Limited (“the Promoter”) for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 9 October 2018, funding the Capital Expenditure requirements and General Corporate purposes. The details of utilization of proceeds by the Company are set out in following table and there was no deviation in utilization of the proceeds of IPO:

23. EMPLOYEE STOCK OPTION SCHEME (ESOP):

In compliance with the provisions of Sections 62 of the Act and Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SEBI SBEB Regulations”), the Company has formulated an employee stock option scheme, namely, Glenmark Life Sciences Limited Employee Stock Option Plan, 2021, (the “ESOP Scheme”). The ESOP scheme has been implemented in accordance with the SEBI SBEB Regulations and in accordance with the resolution passed by the shareholders at the Extraordinary General Meeting held on 9 April 2021, approving such scheme.

ESOP Scheme of the Company aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views the ESOP as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come. 9,51,734 ESOP options have been granted to the eligible Employees/Directors at Nomination and Remuneration Committee meeting held on 17 May 2021.

As of 31 March 2022, 9,44,751 options were outstanding. During the F.Y. 2022-23, 67,039 options were cancelled and no options were exercised under Employees Stock Options Scheme viz. ESOS’ 2021. As of 31 March 2023, 8,77,712 options were outstanding and are due for exercise. The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, is attached as Annexure-II and forms part of this Annual Report.

24. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III to this report. The disclosure of transactions with related party for the year is given in Notes to the Balance Sheet as on 31 March 2023.

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

Related Party Transactions and its materiality Policy is available on the Company’s website at https://www. glenmarklifesciences.com/pdf/GLS%20RPT%20Policv.pdf

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per

the format specified in the relevant accounting standards/ SEBI notification to the stock exchanges on a half yearly basis.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, approval of the Members was obtained in the last AGM and a resolution proposing to approve Material Related Party Transactions with Glenmark Pharmaceuticals Limited along with the explanatory statement, forms part of the Notice of 12th AGM.

25. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as Annexure IV to this report.

26. CORPORATE SOCIAL RESPONSIBILITY:

The report on the CSR in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 including the composition of the CSR Committee is appended herewith as Annexure V to this Report.

CSR Policy is available on Company’s website at: https:// www.glenmarklifesciences.com/pdf/Glenmark-Life-Sciences-CSR-Policy-2021_22.pdf

27. ANNUAL RETURN:

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2023 is available on the Company’s website at https://www.glenmarklifesciences. com/reports.php#re

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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 work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy.

There were no complaints reported under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 during F.Y. 2022-23.

The Company is committed to providing safe and conducive work environment to all of its employees and associates.

29. VIGIL MECHANISM:

The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, has established a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances.

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

All the employees and Directors of the Company are provided direct access to the Chairman of the Audit Committee.

The details of the Policy are available on the Company’s website at https://www.glenmarklifesciences.com/pdf/ Whistle Blower Policy 22.pdf

30. HUMAN RESOURCES:

Company’s industrial relations continued to be harmonious during the year under review.

31. PARTICULARS OF EMPLOYEES & REMUNERATION:

Information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.

Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended herewith and forming part of this report.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) to be submitted by top 1,000 listed entities based on their market capitalization as on 31 March 2023 is appended herewith as Annexure VII to this Report.

33. OTHER DISCLOSURES:

During the F.Y. under review:

a) the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

b) the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31 March 2023.

c) the Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

d) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

e) no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

f) no material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

g) There was no change in the nature of business of the Company;

h) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

34. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company’s customers, business partners’ viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Yasir Rawjee V. S. Mani

Managing Director & CEO Director

DIN: 01965174 DIN: 01082878

Place: Mumbai

Date: 27 April 2023

---

Mar 31, 2022

Your Directors have pleasure in presenting the Eleventh Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (FY.) ended 31 March 2022

1. FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previous years’ figures is given hereunder:

('' in Million)
Particulars	For the F.Y. ended 31 March 2022	For the F.Y. ended 31 March 2021
Net Sales/Income from operations
Income from operations	21,232.14	18,851.65
Other Income	147.04	8.11
Total Income	21,379.18	18,859.76
Total Expenses	15,729.93	14,150.32
Profit before exceptional and extraordinary items and tax	5,649.25	4,709.44
Less: Exceptional Items	-	-
Profit Before Tax	5,649.25	4709.44
Less: Current tax	1,376.27	1,127. 46
Less Deferred Tax	85.74	66.17
Net Profit After Tax	4,187.24	3,515.81
This report is prepared on the basis of standalone Financial Statements (Ind AS) of the Company.

2. RESULTS OF OPERATIONS:

Total Income: Our total income increased by 13.4% to '' 21,379.18 million for the F.Y. 2021-22 from '' 18,859.76 million for the F.Y. 2020-21, primarily due to an increase in revenue from operations.

Revenue from Operations: Our revenue from operations increased by 12.6% to '' 21,232.14 million for the F.Y. 2021-22 from '' 18,851.65 million for the F.Y. 2020-21, primarily due to an increase in revenue from sale of products.

• Our revenue from the sale of products increased by 12.1% to '' 20,874.48 million for the F.Y. 2021-22 from '' 18,613.95 million for the F.Y. 2020-21, primarily due to strong growth across key regulated markets.

• Our other operating revenue increased by 50.5% to '' 357.66 million for the F.Y. 2021-22 from '' 237.70 million for the F.Y. 2020-21, primarily due to an increase in sale of scrap/by-products.

Other Income: Our other income increased to '' 147.04 million for the F.Y. 2021-22 from '' 8.11 million for the F.Y. 2020-21, primarily due to an exchange gain (net) and higher interest income.

Expenses

Cost of Materials: Cost of materials increased by 15.2% to '' 10,428.87 million for the F.Y. 2021-22 from '' 9,054.97 million during the F.Y. 2020-21. This increase was primarily in line with the overall increase in the manufacturing and sale of our API products during the F.Y. 2021-22.

Employee Benefits Expenses: Employee benefits expenses increased by 13.1% to '' 1,687.23 million for the F.Y. 2021-22 from '' 1,491.31 million for the F.Y. 2020-21, primarily as a result of an increase in our number of employees as a result of the growth in our business and operations and annual compensation increments given to our employees. Our number of employees increased to 1,655 employees as of 31 March 2022 from 1,599 employees as of 31 March 2021.

Finance Costs: Our finance costs decreased to '' 279.62 million for the F.Y. 2021-22 from '' 875.47 million for the F.Y. 2020-21 due to repayment of entire business purchase consideration relating to the Spin-off.

Depreciation and Amortization Expenses: Our depreciation and amortization expenses increased by 13.4% to '' 378.77 million for the F.Y. 2021-22 from '' 333.94 million for the F.Y. 2020-21, primarily due to commissioned of new manufacturing capacities at our Dahej and Ankleshwar site.

Other Expenses: Other expenses increased by 23.4% to '' 2,955.44 million for the F.Y. 2021-22 from '' 2,394.63 million for the F.Y. 2020-21, primarily due to an increase in labour charges by 50.7% to '' 608.27 million for the F.Y. 2021-22 from '' 403.56 million for the F.Y. 2020-21, an increase in Power, fuel and water charges by 36.0% to '' 1,009.15 million for the F.Y. 2021-22 from '' 741.90 million for the F.Y. 2020-21 and an increase in other expenses by 30.4% to '' 377.49 million for the F.Y. 2021-22 from '' 289.46 million for the F.Y. 2020-21.

Total Tax Expense

Our total tax expense increased to '' 1,462.01 million for the F.Y. 2021-22 from '' 1,193.63 million for the F.Y. 2020-21, primarily in line with profit before tax.

Profit for the Year

As a result of the foregoing, our net profit increased by 19.1% to '' 4,187.24 million for the F.Y. 2021-22 from '' 3,515.81

million for the F.Y. 2020-21.

3. DIVIDEND:

The Board of Directors (Board) are pleased to recommend a final dividend of '' 10.50/- (Gross) per equity share of the face value of '' 2/- each for the F.Y. 2021-22, payable to those Members whose names appear in the Register of Members and list of beneficial owners at the close of business hours on Friday, 16 September 2022.

The final dividend on Equity Shares fully paid is subject to the approval of the Shareholders at the 11th Annual General Meeting (AGM) scheduled to be held on Monday, 26 September 2022. The final dividend once approved by the Shareholders will be paid on or after 28 September 2022.

The final dividend will be paid in compliance with applicable Section of the Companies Act, 2013 (‘Act’) & Securities and Exchange Board of India (Listing obligation and Disclosure Requirement) Regulations 2015 (‘Listing Regulations’). The final dividend, if approved, will result in an outflow of '' 1,286.65 million.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 17 September 2022 to Monday, 26 September 2022 (both

days inclusive) for payment of the final dividend for the F.Y. 2021-22.

Earlier, the Board at their meeting held on 10 November 2021, had declared an Interim Dividend of '' 10.50/- (Gross) of the face value of '' 2/- each. The said Interim Dividend was paid to all eligible shareholders.

The total dividend for the F.Y. 2021-22, including the proposed final dividend, amounts to '' 21/- per equity share of the face value of '' 2/- each.

The Dividend payout is as per the Dividend Distribution Policy of the Company. The policy is uploaded on website of the Company and can be accessed at the Link https:// www.glenmarklifesciences.com/pdf/Dividend-distribution-policy_22.pdf

4. TAXATION ON DIVIDEND:

As per the provisions of the Income Tax Act, 1961, as amended by and read with the provisions of the Finance Act, 2020, with effect from 1 April 2020, dividend declared and paid by the Company is taxable in the hands of shareholders. The Company shall, therefore, be required to calculate deduction of tax at source (TDS) at the time of payment of dividend at the applicable rates.

5. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The Company has not transferred any amount to general reserves for the F.Y. 2021-22.

6. CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices, including the requirements under the Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under aforesaid Regulations forms part of the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as defined in the Act during the F.Y. under review.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Investor Education and Protection / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the F.Y. to the Investor Education and Protection Fund.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Appointment

During the year under review no new Director was appointed on the Board of the Company.

• Retirement by Rotation:

Mr. Sumantra Mitra (DIN: 08748014) will retire by rotation and being eligible, offers himself for reappointment at the ensuing 11th AGM of the Company. A detailed profile(s) of Mr. Sumantra Mitra seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings issued by ICSI is provided separately by way of an Annexure to the Notice of the AGM.

Independent Directors:

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, all the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

SEBI, vide its notification dated 03 August 2021, had enhanced the criteria of Independent Directors. Accordingly, all the Independent Directors had submitted revised declarations confirming their independence before 01 January 2022.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘ 11CA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act.

During the year, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

Independent Directors of the Company are not liable to retire by rotation.

A note on the familiarisation programme adopted by the Company for orientation and training of the Director in compliance with the provisions of the Act and Listing Regulation is provided in the Report on Corporate Governance, which forms Part of this Report.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company:

Dr. Yasir Rawjee - Managing Director & CEO

Mr. Sumantra Mitra - Whole Time Director

Mr. Bhavesh Pujara - Chief Financial Officer (up to 22 April 2022)

Mr. Rudalf Corriea - Company Secretary & Compliance Officer

10. BOARD AND COMMITTEE MEETINGS:

Details of composition, attendance of the Board of Directors and other details of the Board & its Committee are provided in the Corporate Governance Report. The Intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and have 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 31 March 2022 and of the profit of the Company for the year ended 31 March 2022;

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

12. BOARD PERFORMANCE EVALUATION:

The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board, Committees of the Board and the individual Directors.

Pursuant to the provisions of the Act and Listing Regulations, the Board had carried out an annual evaluation of its own performance and the performance of its Committees as well as the individual Directors.

13. MEETINGS OF THE MEMBERS:

During the year under review, the shareholders met 2 (Two) times. Tenth Annual General Meeting of the members was held on 12 July 2021. Members of the Company also met at Extra-ordinary general meeting held on 9 April 2021 for transacting Special Businesses.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

One meeting of Independent Directors was held during the year.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, is presented in a separate section forming part of this Annual Report.

16. AUDITORS AND AUDITORS’ REPORT:

A. Statutory Auditors:

At the Extra Ordinary General Meeting of the Company held on 25 July 2018, the shareholders had approved appointment of M/s. Walker Chandiok

& Co LLP., Chartered Accountants (Firm Registration no. 001076N/N500013) as the Statutory Auditors for a period of 5 years commencing from 25 July 2018 till the conclusion of the 12th Annual General Meeting subject to ratification of the appointment by the Shareholders at every Annual General Meeting and the same will be ratified at the ensuing Annual General Meeting. Accordingly, resolution seeking members’ ratification of their appointment, forms part of the Notice convening the Eleventh Annual General Meeting. The Board recommends the same for approval of members.

Auditor’s Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Bhadresh Shah and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2021 - 22.

Secretarial Audit Report in prescribed Form No. MR-3 is annexed to this report as “Annexure I”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report.

C. Cost Auditor:

The Company maintains cost records as per the provisions of Section 148(1) of the Act and the same are audited by the Cost Auditors.

The Board, on recommendation of Audit Committee, has appointed M/s. Sevekari, Khare & Associates, Practicing Cost Accountants to audit the cost records of the Company for the F.Y. 2022 - 23 at a remuneration of '' 0.396 million. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking members’ ratification of their remuneration, forms part of the Notice convening the Eleventh Annual General Meeting. Board recommends the same for approval of members.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

D. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company has appointed M/s. Sridhar & Associates, to conduct internal audit for the Company.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

17. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY:

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 IFC is aligned with the statutory requirements and are adequate and operating effectively.

Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor.

18. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The details of risk management have been included in the Management Discussion and Analysis Report, which forms part of this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

20. CAPITAL STRUCTURE:

A. Bonus Issue:

In compliance with the provisions of Sections 62 of the Act and Rules made thereunder and as per recommendation of the Board at its meeting dated 10 March, 2021 and approval of the shareholders dated 26 March 2021, the Company had issued bonus equity shares of face value of '' 2 each in ratio of 10:1 (i.e. 10 (Ten) Bonus Shares for every 1 (One) Equity Share held). Subsequently, the Board at its meeting held on 6 April 2021 had allotted 98,004,500 bonus equity shares of face value of '' 2 each out of free reserves and surplus of the Company aggregating to '' 196 Million/-. Consequently, the issued, subscribed and paid-up share capital has increased to '' 215.61 million comprising of 107,804,950 equity shares of face value of '' 2 each.

B. Initial Public Offer:

During the year, the Company completed Initial Public Offer (IPO) of 21,022,222 equity shares comprising a fresh issue of 14,722,222 equity shares and offer for sale by Glenmark Pharmaceuticals Limited of 6,300,000 equity shares of face value of '' 2 each at premium of '' 718 per share aggregating to '' 15,136 million. Pursuant to the IPO, the equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 6 August 2021.

21. UTILISATION OF ISSUE PROCEEDS:

The net proceeds of the fresh issue were / will be utilised for payment of outstanding purchase consideration to Glenmark Pharmaceuticals Limited (“the Promoter”) for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 9 October 2018, funding the Capital Expenditure requirements and General Corporate purposes. The details of utilization of proceeds by the Company are set out in following table and there was no deviation in utilization of the proceeds of IPO:

22. EMPLOYEE STOCK OPTION SCHEME (ESOP):

In compliance with the provisions of Sections 62 of the Act and Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“the SEBI SBEB Regulations”), the Company has formulated an employee stock option scheme, namely, Glenmark Life Sciences Limited Employee Stock Option Plan, 2021, (the “ESOP Scheme”). The ESOP scheme has been implemented in accordance with the SEBI SBEB Regulations and in accordance with the resolution passed by the shareholders at the Extraordinary General Meeting held on 9 April 2021, approving such scheme.

ESOP Scheme of the Company aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views the ESOP as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come.

9,51,734 ESOP options have been granted to the eligible employees/Directors at Nomination and Remuneration Committee meeting held on 17 May 2021 and 6,983 options were cancelled as on 8 February 2022. As of 31 March 2022, 9,44,751 options were outstanding. Disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 is attached as Annexure-II and forms part of this Annual Report.

23. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III to this report. The disclosure of transactions with related party for the year is given in Notes to the Balance Sheet as on 31 March 2022.

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

During the year, the Company amended the Policy on Related Party Transactions and its materiality (‘RPT Policy’) to align with the SEBI (LODR) (Sixth Amendment) Regulations, 2021. The RPT Policy is available on the Company’s website at https://www.glenmarklifesciences. com/pdf/GLS%20RPT%20Policy.pdf

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per the format specified in the relevant accounting standards/ SEBI notification to the stock exchanges on a half yearly basis.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, approval of the Members was obtained through Postal Ballot for material related party transaction(s) with Glenmark Pharmaceuticals Limited.

24. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as Annexure IV to this report.

25. CORPORATE SOCIAL RESPONSIBILITY:

The report on the CSR in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 including the composition of the CSR Committee is appended herewith as Annexure V to this Report.

CSR Policy is available on Company’s website at: https:// www.glenmarklifesciences.com/pdf/Glenmark-Life-Sciences-CSR-Policy-2021_22.pdf

26. BUSINESS RESPONSIBILITY REPORT:

In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility Report (BRR) to be submitted by top 1,000 listed entities based on their market capitalisation as on 31 March 2022 is appended herewith as Annexure VII to this Report.

27. ANNUAL RETURN:

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2022 is available on the Company’s website at https://www.glenmarklifesciences. com/pdf/GLS_Form_MGT_7_2022_Website%20version. pdf

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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 work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy.

There were no complaints reported under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 during F.Y. 2021-22.

The Company is committed to providing safe and conducive work environment to all of its employees and associates.

29. VIGIL MECHANISM:

The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, has established a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances.

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

All the employees and Directors of the Company are provided direct access to the Chairman of the Audit Committee.

The details of the Policy are available on the Company’s website at https://www.glenmarklifesciences.com/pdf/ Whistle_Blower_Policy_22.pdf

30. HUMAN RESURCES:

Company’s industrial relations continued to be harmonious during the year under review.

31. PARTICULARS OF EMPLOYEES & REMUNERATION:

Information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.

Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended herewith and forming part of this report.

32. OTHER DISCLOSURES:

During the F.Y. under review:

a) the Company has complied with the applicable

Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

b) the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31 March 2022.

c) the Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

d) Neither the managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

e) no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

f) no material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

g) There was no change in the nature of business of the Company;

h) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

33. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company’s customers, business partners’ viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Yasir Rawjee V. S. Mani

Managing Director & CEO Director

DIN: 01965174 DIN: 01082878

Place: Mumbai

Date: 20 April 2022