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Auditor Report of Glenmark Pharmaceuticals Ltd.

Mar 31, 2023

Glenmark Pharmaceuticals Limited Basis for Opinion

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited (the Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') prescribed under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter	How our audit addressed the key audit matter
Impairment of investments in and loss allowances of loans	Our audit included, but was not limited to, the following
given to subsidiaries [Refer note 5(i)(A) (a) & 5(i) (F) and 5(ii)	procedures:
of the standalone financial statements]	â¢ Assessed the appropriateness of accounting policy in
As at 31 March 2023, the Company has investments in	respect of impairment and loss allowances in accordance
subsidiaries of H102,894.43 million (net of provision for	with Ind AS.
impairment) and has loans to subsidiaries of H68,740.68 million.	â¢ Obtained understanding of management''s process for
Investments in subsidiaries are accounted for at cost less	loss allowances and for identification of indicators of
impairment loss, if any. Loans given to subsidiaries are	impairment. Evaluated the design and tested the operating
measured at amortised cost.	effectiveness of internal controls over loss allowances and
Loans are assessed for loss allowances and investments are	impairment assessment process.
assessed for impairment annually or earlier if indicator exists.	â¢ With the assistance of our internal valuation specialists
If indicators exist, the loss allowances of loans and impairment	evaluated the reasonableness of the valuation
of the investments are estimated in order to determine the	methodologies and discount rates used by the
extent of loss allowances and impairment losses, if any. Any	management to determine the recoverable values.
such losses are recognised in Statement of Profit and Loss.	â¢ Evaluated the reasonableness of the management''s
Management judgement is required in assessing impairment	estimates and judgement based on our understanding of
indicators and recoverable amount for impairment testing.	the business of the respective subsidiaries, past results
The recoverable amounts have been determined by the management using discounted cash flow valuation method.	and external factors.

Key audit matter	How our audit addressed the key audit matter
Key assumptions underpinning management''s assessment	â¢ Tested the mathematical accuracy of the management
of the recoverable amounts include but are not limited to	workings with regard to cash flows, sensitivity analysis
projection of future cash flows, revenue growth rates, terminal values operating profit margins, estimated future operating	and loss allowances.
capital expenditure, external market conditions and discount	â¢ Performed sensitivity analysis around aforesaid key
rates.	assumptions to assess the effect of reasonably possible variations on the estimated recoverable amounts of
Based on the assessment as above, no impairment/loss	investments in and loans receivable from respective
allowance has been recognised during the year ended 31 March 2023. We determined impairment of investments in and loss allowances of loans given to subsidiaries as a key audit matter since these assessments are complex and involve significant management estimation and judgement.	subsidiaries.
Litigations [Refer note 30 of the standalone financial statements]	Our audit included, but was limited to the following procedures: â¢ Evaluated the design and tested the operating
The Company is involved in various legal proceedings including	effectiveness of controls in respect of the identification
product liability, contracts, employment claims, Department of	and evaluation of litigations, the recording/reassessment
Justice (DOJ) investigations, anti-trust and other regulatory matters relating to the conduct of its business.	of the related liabilities, provisions, and disclosures. â¢ Obtained a list of litigations from the Company''s in-house
The Company assesses the need to make provision or to	legal counsel; identified material litigations from the
disclose contingent liability on a case-to-case basis considering the underlying facts of each litigation.	aforementioned list and performed inquiries with the said counsel; obtained and read the underlying documents to assess the assumptions used by management in arriving
The eventual outcome of the litigations is uncertain and	at the conclusions.
estimation at balance sheet date involves extensive judgement	â¢ Circulated, obtained, and read legal confirmations from
of management including input from legal counsel due	Company''s external legal counsels in respect of material
to complexity of each litigation. Adverse outcomes could significantly impact on the Company''s reported results and	litigations and considered that in our assessment.
balance sheet position.	â¢ Verified the disclosures related to provisions and contingent liabilities in the standalone Ind AS financial
Considering the judgement involved in determining the need	statements to assess consistency with underlying
to make a provision or disclose as contingent liability, the matter is considered a key audit matter.	documents.

Information other than the Financial Statements and Auditorâs Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managementâs and Board of Directorsâ Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors.

â¢ Conclude on the appropriateness of the Management''s and the Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure, and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The balance sheet, statement of profit and loss (including other comprehensive income), statement of cash flows and statement of changes in equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act; and

f) With respect to adequacy of internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with respect to standalone financial statements.

3. With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - refer Note 30(i) to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023.

iv. a) The Management has represented that, to the best of its knowledge and belief no funds have been advanced, loaned, invested by the Company to or in any other person or entity, including foreign entities (âIntermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (âFunding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to

believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under sub clause (a) & (b) above, contain any material misstatement.

v. The final dividend proposed in the previous year, declared, and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

As stated in note 36 to the financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using the accounting software which has a feature of recording audit trail (edit log) facility is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

4. With regards to the other matters to be included in the Auditor''s Report in accordance with the requirement of Section 197(16) of the Act, as amended in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

For Suresh Surana & Associates LLP

Chartered Accountants

Firm''s Registration No.: 121750W/W100010

Vinodkumar Varma Partner

Membership No. 105545 UDIN: 23105545BGTYYB5489

Place: Mumbai Date: 19 May 2023

Mar 31, 2022

To the Members of Glenmark Pharmaceuticals Limited Basis for Opinion

Report on the Audit of Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited (âthe Company''), which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (âInd AS'') prescribed under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the âAuditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter	How our audit addressed the key audit matter
Impairment of investments in and loss allowances of loans	Our audit included, but was not limited to, the following
given to subsidiaries [Refer note 5(i)(A)(a), 5(i)(F) and 5(ii) of the	procedures:
standalone financial statements]	â¢ Assessed the appropriateness of accounting policy in
As at 31 March 2022, the Company has investments in	respect of impairment and loss allowances in accordance
subsidiaries of '' 85,098.39 million (net of provision for	with Ind AS.
impairment) and has given loans to subsidiaries of '' 70,786.31 million.	â¢ Obtained understanding of management''s process for
	loss allowances and for identification of indicators of
Investments in subsidiaries are accounted for at cost less	impairment. Evaluated the design and tested the operating
impairment loss, if any. Loans given to subsidiaries are	effectiveness of internal controls over loss allowances and
measured at amortised cost.	impairment assessment process.
Loans are assessed for loss allowances and investments are	â¢ With the assistance of our internal valuation specialists
assessed for impairment annually or earlier if indicator exists. If	evaluated the reasonableness of the valuation
indicators exist, the loss allowances of loans and impairment of	methodologies and discount rates used by the
the investments are estimated in order to determine the extent	management to determine the recoverable values.
of loss allowances and impairment losses, if any. Any such losses are recognised in Statement of Profit and Loss.	â¢ Evaluated the reasonableness of the management''s estimates and judgement based on our understanding of
Management judgement is required in assessing impairment	the business of the respective subsidiaries, past results
indicators and recoverable amount for impairment testing. The recoverable amounts have been determined by the management using discounted cash flow valuation method.	and external factors.

Key audit matter	How our audit addressed the key audit matter
Key assumptions underpinning management''s assessment	â¢	Tested the mathematical accuracy of the management
of the recoverable amounts include but are not limited to		workings with regard to cash flows, sensitivity analysis and
projection of future cash flows, revenue growth rates, terminal		loss allowances.
values operating profit margins, estimated future operating capital expenditure, external market conditions and discount rates.	â¢	Performed sensitivity analysis around aforesaid key assumptions to assess the effect of reasonably possible variations on the estimated recoverable amounts of
Based on the assessment as above, no impairment / loss		investments in and loans receivable from respective
allowance has been recognised during the year ended 31 March 2022.		subsidiaries.
We determined impairment of investments in and loss allowances of loans given to subsidiaries as a key audit matter since these assessments are complex and involve significant management estimation and judgement.
Inventory existence [Refer note 8 of the standalone financial	Our	audit included, but was not limited to, the following
statements]	procedures:
As at 31 March 2022, the Company held inventories of	â¢	Obtained an understanding of the management''s process
'' 9,516.62 million. Inventories mainly consist of raw material,		for inventory counts and evaluated the design and tested
packing material, work in process, stores and spares, finished		the operating effectiveness of key controls with respect to
goods and stock in trade. Due to inherent nature of the		physical verification of inventory.
business and its widespread reach geographically, inventories are maintained at a number of locations which include plants, loan licensing facilities and warehouses.	â¢	Evaluated design and operating effectiveness of internal controls relating to purchases, sales and inventories.
Due to the size, number of locations and geographical spread of the inventories, we determined the existence of inventory to be a key audit matter.		Attending inventory count performed by the management at locations of financial significance, obtained confirmations from third party, and tie up units lying at third party locations.
		Performed roll forward and alternate procedures, on sample basis, including, review of reconciliation statements prepared by the management for establishing the existence and condition of inventory as at the year end.
		Inspected supporting documentation on test check basis, relating to purchases, production, sales, and results of cyclical counts performed by the management through the year, confirmations from third parties and such other evidence.
	â¢	Tested that the differences, if any, noted in management''s physical verification of inventory from book records were adequately adjusted in books of account.

Information other than the Financial Statements and Auditorâs Report thereon

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Managementâs and Board of Directorsâ Responsibilities for the Standalone Financial Statements

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record

by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act; and

i. The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial statements - refer Note 30(i) to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2022.

iv. a) The Management has represented that,

to the best of its knowledge and belief no funds have been advanced, loaned, invested by the Company to or in any other person or entity, including foreign entities (âIntermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) & (b) above, contain any material misstatement.

v. The final dividend proposed in the previous year, declared, and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

As stated in Note 36 to the financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual

General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

For Suresh Surana & Associates LLP

Chartered Accountants

Firm''s Registration No.: 121750W / W100010

Vinodkumar Varma Partner

Membership No. 105545 UDIN: 22105545AJTWSS2043

Place: Mumbai Date: 27 May 2022

Mar 31, 2021

To the Members of Glenmark Pharmaceuticals Limited Basis for Opinion

Report on the Audit of Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2021, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Impairment of investments in and loss allowances of	Our audit included, but was not limited to, the following
loans given to subsidiaries [Refer note 5(i)A and 5(ii) of the	procedures:
standalone financial statements] As at 31 March 2021, the Company has investments in	â¢ Assessed the appropriateness of accounting policy in respect of impairment and loss allowances in accordance
subsidiaries of '' 69,654.00 million (net of provision for	with Ind AS.
impairment) and has given loans to subsidiaries of '' 59,307.01 million.	â¢ Obtained understanding of management''s process for
Investments in subsidiaries are accounted for at cost less	loss allowances and for identification of indicators of impairment. Evaluated the design and tested the operating
impairment loss, if any. Loans given to subsidiaries are	effectiveness of internal controls over loss allowances and
measured at amortised cost.	impairment assessment process.


Key audit matter	How our audit addressed the key audit matter
Loans are assessed for loss allowances and investments are	â¢ With the assistance of our internal valuation specialists
assessed for impairment annually or earlier if indicator exists.	evaluated the reasonableness of the valuation
If indicators exist, the loss allowances of loans and impairment	methodologies and discount rates used by the
of the investments are estimated in order to determine the extent of loss allowances and impairment losses, if any. Any	management to determine the recoverable values.
such losses are recognised in Statement of Profit and Loss.	â¢ Evaluated the reasonableness of the management''s estimates and judgement based on our understanding
Management judgement is required in assessing impairment	of the business of the respective subsidiaries, past results
indicators and recoverable amount for impairment testing. The recoverable amounts have been determined by the	and external factors.
management using discounted cash flow valuation method.	â¢ Tested the mathematical accuracy of the management workings with regard to cash flows, sensitivity analysis and
Key assumptions underpinning management''s assessment of the recoverable amounts include but are not limited to	loss allowances.
projection of future cash flows, revenue growth rates, terminal	â¢ Performed sensitivity analysis around aforesaid key
values operating profit margins, estimated future operating capital expenditure, external market conditions and discount	assumptions to assess the effect of reasonably possible variations on the estimated recoverable amounts of
rates.	investments in and loans receivable from respective
Based on the assessment as above, no impairment / loss allowance has been recognised during the year ended 31 March 2021. We determined impairment of investments in and loss allowances of loans given to subsidiaries as a key audit matter since these assessments are complex and involve significant management estimation and judgement.	subsidiaries.

Inventory existence [Refer note 8 of the standalone financial	Our	audit included, but was not limited to, the following
statements]	procedures:
As at 31 March 2021, the Company held inventories of	â¢	Obtained an understanding of the management''s process
'' 7,623.87 million. Inventories mainly consist of raw material,		for inventory counts and evaluated the design and tested
packing material, work in process, stores and spares, finished		the operating effectiveness of key controls with respect to
goods and stock in trade. Due to inherent nature of the		physical verification of inventory.
business and its widespread reach geographically, inventories are maintained at a number of locations which include plants, loan licensing facilities and warehouses.	â¢	Evaluated design and operating effectiveness of internal controls relating to purchases, sales and inventories.
Due to COVID-19 pandemic, several restrictions were imposed by the respective state governments across the country on travel and movement considering public health and safety measures which resulted into complexities for us to observe the physical verification of inventory conducted	â¢	Performed roll forward and alternate procedures, on sample basis, including, review of reconciliation statements prepared by the management for establishing the existence and condition of inventory as at the year end.
by the management. This necessitated using alternate audit	â¢	Inspected of supporting documentation on test check
techniques, as further described in our audit procedures.		basis, relating to purchases, production, sales, results of
As a result of the abovementioned complexities and due to the size, number of locations and geographical spread of the inventories as at year end, we determined the existence of		cyclical counts performed by the management through the year, confirmations from third parties and such other evidence.
inventory to be a key audit matter.	â¢	Tested thatthe differences, if any, noted in management''s physical verification of inventory from book records were adequately adjusted in books of account.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the

standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and the Board of Directors are responsible

for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''sfinancial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors.

the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of

the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in

terms of Section 164(2) of the Act; and

3. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2021 on its financial position in its standalone financial statements - Refer Note 30(i)to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021.

4. Based on our audit we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

For Suresh Surana & Associates LLP

Chartered Accountants

Firm Registration No.:121750W/W-100010

Vinodkumar Varma Partner

Membership No. 105545 UDIN: 21105545AAAABL4812 Place: Mumbai Date: 28 May 2021

Mar 31, 2018

Report on the standalone financial statements

1. We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income/(loss)), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs responsibility for the standalone financial statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income/(loss)), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive (loss)), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 29 May 2018 as per Annexure B expressed an unmodified opinion;

g) with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 30 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties which are included under the head âProperty, plant and equipmentâ are held in the name of the Company

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed upon such physical verification.

(iii) The Company has granted loans to wholly owned subsidiaries being companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest;

(b) the schedule of repayment of principal and interest has been stipulated wherein the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, repayment of the principal amount and interest is regular;

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans given, investments made, guarantees and securities given.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act in respect of Companyâs products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in million)	under Protest (Rs. in million)	Period to which the amount relates	Forum where dispute is pending
Income tax Act, 1961	Disallowed development of new product expenditure u/s 35(2AB)*	49.23		AY 2005-06	Honâable High Court, Mumbai
Income tax Act, 1961	Disallowance under reassessment order u/s 143(3) r.w.s 147.	1.26		A.Y 2006-07	Commissioner of Income Tax (Appeal)
Income tax Act, 1961	Disallowance of R&D expenses	15.76	-	AY 2009-10	Commissioner of Income Tax (Appeal)
Income tax Act, 1961	Transfer Pricing adjustment & allocation of R&D expenses to tax holiday units	39.82		AY 2009-10	Honâable High Court, Mumbai
Income tax Act, 1961	Disallowance made under scrutiny assessment order u/s 143(3)	43.21		A.Y. 2014-15	Commissioner of Income Tax (Appeal)
Central Sales tax Act, 1956	Rejection of C forms	1.24		FY 2011-12	Additional Commissioner of Commercial Taxes (Appeal), Goa
The Goa VAT Act 2005	Disallowance of input tax credit	5.36		FY 2011-12	Additional Commissioner of Commercial Taxes (Appeal), Goa
The Gujarat VAT Act 2003	Disallowance of input tax credit	1.11		FY 2011-12	Joint Commissioner of Commercial Taxes (Appeal), Gujarat
The Goa VAT Act 2005	Disallowance of input tax credit on capital goods	3.88		FY 2012-13	Additional Commissioner of Commercial Taxes (Appeal), Goa
The Central Excise Act 1944	Levy of penalty for nonsubmission of proof of exports	10.00		Apr 2003 to Sept 2007	Customs, Excise and Service Tax Appellate Tribunal ; Mumbai
The Central Excise Act 1944	Levy of penalty for nonsubmission of proof of exports*	16.31		Apr 2003 to Sept 2007	Customs, Excise and Service Tax Appellate Tribunal ; Mumbai
The Central Excise Act 1944	Disallowances of rebate claims*	17.19	17.19	FY 2010-11	Jt. Secretary, Dept. of Revenue, Ministry of Finance
The Central Excise Act 1944	Excise Duty on domestic clearance	14.18	14.18	Apr 2005 to Apr 2009	Customs, Excise and Service Tax Appellate Tribunal ; Mumbai
The Central Excise Act 1944	Excise Duty on domestic clearance*	7.99	7.99	Jan 2010 to Mar 2011	Customs, Excise and Service Tax Appellate Tribunal ; Mumbai
The Central Excise Act 1944	Disallowances of Rebate claims	5.48	5.48	Apr 2008 to Mar 2011	Jt. Secretary, Dept. of Revenue, Ministry of Finance
The Central Excise Act 1944	Rebate claim in export of product manufactured at LL location.	0.10		FY 2016-17	Commissioner of Central Excise (Appeal), Mumbai
The Finance Act 1944	Demand for service tax under reverse mechanism	29.68		Apr 2004 to Apr 2006	Customs, Excise and Service Tax Appellate Tribunal ; Mumbai

* These cases have been decided in favour of the Company by the appellate authorities. The concerned revenue department has gone further appeal against the decision.

** A.Y./F.Y. - Assessment year/Financial year.

(viii)The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year.

The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv)During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: 29 May 2018

Mar 31, 2017

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited. (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2016 and 31 March 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and in accordance with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 on which we issued auditorâs reports to the shareholders of the Company dated 12 May 2016 and 29 May 2015 respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 11 May 2017 as per Annexure B expressed an unqualified opinion;

i. as detailed in Note 31 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. the company, as detailed in Note 37 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the company.

ANNEXURE A

Annexure A in the Independent Auditorâs report of even date to the members of Glenmark Pharmaceuticals Limited, on the standalone financial statements for the year ended 31 March 2017

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(c) The title deeds of all the immovable properties which are included under the head âProperty, plant and equipmentâ are held in the name of the Company.

ii. In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

iii. The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the companyâs interest;

(b) the schedule of repayment of principal and payment of interest has been stipulated and the receipts of the principal amount and the interest are regular;

iv. In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

v. In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in million)	Amount paid under Protest (Rs. in million)	Period to which the amount relates	Forum where dispute is pending
Income tax Act, 1961	Disallowed development of new product expenditure u/s 35(2AB)*	49.23		A.Y. 2005-06	High Court, Mumbai
Income tax Act, 1961	Disallowance for income added to MAT book profit	0.82	-	A.Y. 2006-07	Commissioner of Income Tax (Appeal)
Income tax Act, 1961	Transfer pricing adjustment, disallowances of sales promotion expenses	20.45	^-	A.Y. 2013-14	Income Tax Appellate Tribunal, Mumbai
Income tax Act, 1961	Disallowance of R&D expenses	15.76	-	A.Y. 2009-10	Commissioner of Income Tax (Appeal)

Income tax Act, 1961	Transfer Pricing adjustment & allocation of R&D expenses to tax holiday units	39.82	-	A.Y. 2009-10	High Court, Mumbai
Central Sales tax Act, 1956	Rejection of C forms	2.89	^-	F.Y. 2007-08	Deputy Commissioner of Commercial Taxes (Appeals), Gujarat
Central Sales tax Act, 1956	Rejection of C forms	1.24		F.Y. 2011-12	Additional Commissioner of Commercial Taxes (Appeals), Goa
The Goa VAT Act 2005	Disallowance of Input tax Credit	5.36		F.Y. 2011-12	Deputy Commissioner of Commercial Taxes (Appeals), Goa
The Gujarat VAT Act 2003	Disallowance of Input tax Credit	1.11	^-	FY 2011-12	Joint commissioner of commercial taxes (Appeals), Gujarat
The Goa VAT Act 2005	Disallowance of Input tax Credit on capital goods	3.88	^-	F.Y. 2012-13	Deputy Commissioner of Commercial Taxes (Appeals), Goa
The Central Excise Act 1944	Levy of penalty for non submission of proof of exports	10.00	^-	Apr 2003 to Sept 2007	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
The Central Excise Act 1944	Levy of penalty for non submission of proof of exports*	16.31	^-	Apr 2003 to Sept 2007	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
The Central Excise Act 1944	Disallowances of Rebate claims*	17.19	17.19	F.Y. 2010-11	Jt. Secretary, Dept. of Revenue, Ministry of Finance
The Central Excise Act 1944	Excise Duty on domestic clearance	14.18	14.18	Apr 2005 to Apr 2009	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
The Central Excise Act 1944	Excise Duty on domestic clearance*	7.99	7.99	Jan 2010 to Mar 2011	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
The Central Excise Act 1944	Disallowances of Rebate claims	5.48	5.48	Apr 2008 to Mar 2011	Jt. Secretary, Dept. of Revenue, Ministry of Finance
The Finance Act 1994	Disallowance of availment of Cenvat credit of service tax	2.25	^-	Apr 2008 to Mar 2012	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
The Finance Act 1994	Demand for service tax under reverse mechanism	29.68		Apr 2004 to Apr 2006	Customs, Excise and Service Tax Appellate Tribunal, Mumbai

* These cases have been decided in favour of the Company by the appellate authorities. The concerned revenue department has gone for further appeal against the decision.

** A.Y. / F.Y. - Assessment year / Financial year

viii. The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

ix. The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

x. No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

xi. Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

xii. In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

xiii. In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

xiv. During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

xv. In our opinion, the company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

xvi. The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

per Ashish Gupta

Partner

Membership No.: 504662

Place: Mumbai

Date: 11 May 2017

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Glenmark Pharmaceuticals Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the financial statements for the year ended 31 March 2015 audited by the auditors of Glenmark Generics Limited and Glenmark Access Limited (herein after referred as components) being merged with the Company effective 1 April 2014 pursuant to the scheme of amalgamation as referred in the note 1A to the financial statements.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Other Matter

9. We have not audited the financial statements of the components whose financial statements reflect total assets of Rs. 36,842.71 million as at 31 March 2015, total revenue of Rs. 24,728.50 million for the year ended 31 March 2015 and net cash flows amounting to Rs. (1,959.74) million for the year ended 31 March 2015. These financial statements have been audited by other auditors, duly qualified to act as auditors under the Companies Act, 2013. Their reports have been obtained by us, and our opinion is based solely on the reports of those auditors.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The reports on the accounts of the components of the Company audited under Section 143(8) of the Act by the respective component auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. The standalone financial statements dealt with by this report are in agreement with the books of account and with the financial statements received from the components not audited by us;

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

f. On the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act;

g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 28 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

of even date to the members of Glenmark Pharmaceuticals Limited, on the financial statements for the year ended 31 March 2015

We performed our audit procedures for the purpose of reporting a true and fair view on the financial statements of the Company, taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of our audit. We did not audit the financial statements of two components, which have been audited by other auditors. Our report in respect of these components is based solely on the reports of their auditors. Based our audit and upon consideration of audit reports of other auditors on the components not audited by us, we report that

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) receipt of the principal amount and the interest is regular; and

(b) there is no overdue amount in respect of loans granted to such companies.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount statute (Rs. in millions)

Income Tax Act, Disallowed development of new 49.23 1961* product expenditure u/s 35(2AB)

Income Tax Act, Disallowance for income added 0.82 1961 to MAT book profit

Income Tax Act, Transfer pricing adjustments 12.47 1961

Income Tax Act, Transfer pricing adjustments 9.84 1961

Income Tax Act, Transfer pricing adjustments 8.41 1961

Income Tax Act, Transfer pricing adjustments, 36.07 1961 disallowance of sales promotion expenses and 35 (2AB) deductions

The Central Sales Rejection of C form 2.89 Tax Act, 1956

The Central Excise Levy of penalty for non- 10.00 Act, 1944 submission of proof of exports

The Central Excise Levy of penalty 16.31 Act, 1944*

The Central Excise Disallowance of rebates 0.99 Act, 1944* claimed

The Central Excise Disallowance of rebates 0.59 Act, 1944 claimed

The Central Excise Disallowance of rebates 16.08 Act, 1944* claimed

The Central Excise Disallowance of CENVAT 59.89 Act, 1944 credit and others.

The Central Excise Levy of interest 3.88 Act, 1944*

The Central Excise Disallowance of rebates 6.26 Act, 1944* claimed

The Central Excise Excise Duty on domestic 14.18 Act, 1944 clearance

The Central Excise Excise Duty on domestic 7.99 Act, 1944* clearance

The Central Excise CENVAT credit on 1.44 Act, 1944 certain input service not allowed

Name of the Amount Period to which Forum where statute paid underthe amount dispute is protest relates pending (Rs. in millions)

Income Tax Act, - A.Y.2005-06 Honorable High Court, 1961* Mumbai

Income Tax Act, - A.Y 2006-07 Commissioner of 1961 Income Tax (Appeal)

Income Tax Act, 5.13 A.Y 2008-09 Commissioner of 1961 Income Tax (Appeal)

Income Tax Act, - A.Y 2009-10 Commissioner of 1961 Income Tax (Appeal)

Income Tax Act, 7.00 A.Y 2007-08 Income tax assessing 1961 officer

Income Tax Act, - AY 2010-11 & Commissioner of 1961 2011- 12 Income Tax (Appeal)

The Central Sales - FY 2007-08 DCCT (A), Gujarat Tax Act, 1956

The Central Excise - April 2003 to Customs, Excise and Act, 1944 September 2007 Service Tax Appellate Tribunal - Mumbai

The Central Excise - April 2003 to Customs, Excise and Act, 1944* September 2007 Service Tax Appellate Tribunal - Mumbai

The Central Excise 0.99 F.Y. 2009-10 Jt. Secretary, Act, 1944* Department of Revenue, Ministry of Finance, Government of India

The Central Excise 0.59 F.Y. 2009-10 Jt. Secretary, Act, 1944 Department of Revenue, Ministry of Finance, Government of India

The Central Excise 16.08 F.Y. 2010-11 Jt. Secretary, Act, 1944* Department of Revenue, Ministry of Finance, Government of India

The Central Excise 59.89 F.Y. 2012-13 Commissioner of C.E. Act, 1944 (Appeal)-LTU

The Central Excise 3.88 F.Y. 2012-13 Customs, Excise and Act, 1944* Service Tax Appellate Tribunal - MUMBAI

The Central Excise 6.26 F.Y. 2008-09 to Jt. Secretary, Act, 1944* 2009-10 Department of Revenue, Ministry of Finance, Government of India

The Central Excise 14.18 June 2005 to CESTAT - Mumbai Act, 1944 December 2009

The Central Excise 7.99 January 2010 to CESTAT - Mumbai Act, 1944* March 2011

The Central Excise 1.44 2009 to 2011 Commissioner of C.E. Act, 1944 (Appeal)-LTU

* These cases have been decided in favour of the Company by Appellate authorities. The concerned revenue department has gone for further appeal against the decision.

(A.Y. = Assessment Year; F.Y. = Financial Year)

(c) The Company has transferred the amount required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder within the specified time

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

per Ashish Gupta Partner Membership No.: 504662

Place: Mumbai Date: 29 May 2015

Mar 31, 2014

We have audited the accompanying financial statements of Glenmark Pharmaceuticals Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors, as on 31 March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of Glenmark Pharmaceuticals Limited, on the financial statements for the year ended 31 March 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in- transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to five parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 12,643.51 million and the year-end balance is Rs. 4,242.47 million.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, receipt of the principal amount and the interest is regular.

(d) There is no overdue amount in respect of loans granted to such parties.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/ services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income- tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, excise duty on account of dispute are as follows:

Name of the statute Nature of Amount (Rs.) Amount paid dues in million under protest (Rs.)in million

Income tax Act, 1961 Income Tax 87.87 87.87

Income tax Act, 1961 Income Tax 9.04 -

Income tax Act, 1961 Income Tax 0.82 -

The Central Excise Act, 1944 Excise Duty 10.00 -

Finance Act, 1994 Service Tax 9.70 -

The Gujarat Sales Tax Act, 1969 Sales Tax 0.20 -

Name of the Statue Period to which Forum where dispute is the amount pending relates

Income tax Act, 1961 A.Y 2009-10 Income Tax Appellate Tribunal

Income tax Act, 1961 A.Y 2010-11 Commissioner of Income Tax (Appeal)

Income tax Act, 1961 A.Y 2006-07 Commissioner of Income Tax (Appeal)

The Central Excise Act, 1944 April 2003 to The Central Excise and Service Tax September 2007 Appellate Tribunal

Finance Act, 1994 FY 2004-05 and The Central Excise and Service Tax FY 2005-06 Appellate Tribunal

The Gujarat Sales Tax Act, 1969 F.Y 2004-05 Deputy Commissioner (CT) Appeals

Name of the statute Nature of Amount (Rs.) Amount paid dues in million under protest (Rs.)in million

The Central Sales Tax Act, 1956 Central Sales 1.86 - Tax

The Central Sales Tax Act, 1956 Central Sales 1.58 - Tax

The Central Sales Tax Act, 1956 Central Sales 2.89 - Tax

Income tax Act, 1961* Income Tax 49.23 -

Income tax Act, 1961* Income Tax 0.99 -

Income tax Act, 1961* Income Tax 16.08 -

Name of the Statue Period to which Forum where dispute is the amount pending relates

The Central Sales Tax Act, 1956 FY 2004-05 Deputy Commissioner (CT) Appeals

The Central Sales Tax Act, 1956 FY 2006-07 Deputy Commissioner (CT) Appeals

The Central Sales Tax Act, 1956 FY 2007-08 Deputy Commissioner (CT) Appeals

Income tax Act, 1961* A.Y 2005-06 Mumbai High Court

Income tax Act, 1961* F.Y. 2009-10 Jt. Secretary, Department of Revenue, MOF, GOI

Income tax Act, 1961* F.Y. 2010-11 Jt. Secretary, Department of Revenue, MOF, GOI

*These cases have been decided in favour of the Company by Appellate authorities. The concerned revenue department has gone for further appeal against the decision.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties /companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (Formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

per Ashish Gupta

Partner

Membership No.: 504662

Place: Mumbai Date : 8 May 2014

Mar 31, 2013

We have audited the accompanying financial statements of Glenmark Pharmaceuticals Limited, ("the Company"), which comprise of the Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

e. on the basis of written representations received from the directors, as on 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of Glenmark Pharmaceuticals Limited, on the financial statements for the year ended 31 March 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report as under:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory (except stocks lying with third parties, confirmations for which have been obtained) at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to six parties/companies covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year isRs. 11,475.00 Million and theyear-end balance isRs. 9,024.58 Million.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, receipt of the principal amount and the interest is regular.

(d) There is no overdue amount in respect of loans granted to such parties/companies.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) The Company has not entered into contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(b) There are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act during the year aggregating to Rs. 5 lakhs or more in respect of any party.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income tax, sales-tax, excise duty, service tax on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. million)

Income-tax Act,1961 Income Tax 79.54

The Central ExciseAct, 1944 Excise Duty 10.00

Finance Act,1994 Service Tax 9.70

The Gujarat Sales Tax Act,1969 Sales Tax 0.21

The Central Sales Tax Act, 1956 Central Sales Tax 1.86

The Central Sales Tax Act, 1956 Central Sales Tax 1.58

The Central Sales Tax Act, 1956 Central Sales Tax 2.89

Name of the Statute Period to which the Forum where dispute is pending amount relates

Income-tax Act,1961 A.Y 2009-10 Income Tax Appellate Tribunal

The Central Excise Act 1944 April 2003 to The Central Excise and Service Tax September 2007 Appellate Tribunal

Finance Act 1994 F.Y. 2004-05 and The Central Excise and Service Tax F.Y. 2005-06 Appellate Tribunal

The Gujarat Sales Tax Act 1969 F.Y. 2004-05 Deputy Commissioner (CT) Appeals

The Central Sales Tax Act 1956 F.Y. 2004-05 Deputy Commissioner (CT) Appeals

The Central Sales Tax Act 1956 F.Y. 2006-07 Deputy Commissioner (CT) Appeals

The Central Sales Tax Act 1956 F.Y. 2007-08 Deputy Commissioner (CT) Appeals

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose forwhich the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co.

Chartered Accountants

Firm Registration No.: 001076N

Per Khushroo B. Panthaky

Partner

Membership No. : F - 42423

Place: Mumbai

Date: 7 May 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Glenmark Pharmaceuticals Limited (the 'Company'), as at 31 March 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (the 'Order') (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the 'Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The financial statements dealt with by this report are in agreement with the books of account;

d. On the basis of written representations received from the directors, as on 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

ii) the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report of even date to the members of Glenmark

Pharmaceuticals Limited, on the financial statements for the year ended 31 March 2012.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report as under:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory (except stocks lying with third parties, confirmations for which have been obtained and stocks in transit) at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to four parties/companies covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year is Rs 14,485.10 millions and the year- end balance is Rs 8,805.94 millions.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, repayment of the principal amounts is as stipulated and payment of interest has been regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(b) There are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act during the year aggregating to Rs 5 lakhs or more in respect of any party.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act in respect of Company's products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales-tax, excise duty, on account of any dispute, are as follows:

Name of the Nature of Amount Period to which the Forum where dispute is pending statute dues (Rs millions) amount relates

Income Tax Act, Income Tax 128.24 A.Y 2009-10 Commissioner Income Tax Appeals 1961

The Central Excise 10.00 April 2003 to September The Central Excise and Service Tax Excise Act, 1944 Duty 2007 Appellate Tribunal

Finance Act, Service Tax 9.71 FY 2004-05 and FY 2005-06 The Central Excise and Service Tax 1994 Appellate Tribunal

The Gujarat Sales Tax 0.2 F.Y 2004-05 Deputy Commissioner (CT) Appeals Sales Tax Act, 1969

The Central Sales Central 1.86 FY 2004-05 Deputy Commissioner (CT) Appeals Tax Act, 1956 Sales Tax

The Central Sales Central 1.57 FY 2006-07 Deputy Commissioner (CT) Appeals Tax Act, 1956 Sales Tax

The Central Sales Central 2.89 FY 2007-08 Deputy Commissioner (CT) Appeals Tax Act, 1956 Sales Tax

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii)During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co.

Chartered Accountants

Firm Registration No: 001076N

Per Khushroo B. Panthaky

Partner

Membership No: F - 42423

Place: Mumbai

Date: 08 May 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Glenmark Pharmaceuticals Limited, (the Company) as at 31 March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the financial statements). These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The financial statements dealt with by this report are in agreement with the books of account;

d. On the basis of written representations received from the directors, as on 31 March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and the Rules framed thereunder and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;

ii) the Profit and Loss Account, of the profit for the year ended on that date; and

iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of Glenmark Pharmaceuticals Limited, on the financial statements for the year ended 31 March 2011.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report as under:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) Physical verification of inventory (except stocks lying with third parties and stocks in transit, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) There are four companies covered in the register maintained under section 301 of the Act to which the Company has granted unsecured loans. The maximum amount outstanding during the year was Rs 15,248.94 million and the year-end balance was Rs 13,713.96 million.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, repayment of the principal amounts is as stipulated and payment of interest has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(b) There are no transactions in pursuance of contracts or arrangements entered in the registered maintained under section 301 of the Act during the year aggregating to rupees five lakhs or more in respect of any party.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under section 209 (1)(d) of the Act for the maintenance of cost records in respect of Companys products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales-tax, excise duty, on account of any dispute, are as follows:

Name of the Nature of Amount Period to which the Forum where dispute is pending statute dues (Rs

million) amount relates

The Central Excise Duty 10.00 April 2003 to The Central Excise and Service Tax

Excise Act,

1944 September 2007 Appellate Tribunal

Finance Act, Service Tax 9.71 FY 2004-05 and The Central Excise and Service Tax

1994 FY 2005-06 Appellate Tribunal

The Gujarat Sales Tax 0.2 F.Y 2004-05 Deputy Commissioner

(CT) Appeals Sales Tax Act,

1969

The Central

Sales Sales Tax 1.87 FY 2004-05 Deputy Commissioner

(CT) Appeals Tax Act, 1956

The Central

Sales Sales Tax 5.59 FY 2006-07 Deputy Commissioner

(CT) Appeals Tax Act, 1956

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4

(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit except a case of theft in transit of some inventories aggregating to Rs 2.27 million. As further informed to us, the Company has taken adequate follow up action, including recovering the complete amount by way of insurance claims.

For Walker, Chandiok & Co.

Chartered Accountants

Firm Registration No: 001076N

Per Khushroo B. Panthaky

Partner

Membership No: F - 42423

Place: Mumbai

Date: 10 May 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Glenmark Pharmaceuticals Limited (the "Company") as at 31st March, 2010, and the related profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the f nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signif cant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specif ed in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualif ed as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of af airs of the company as at 31st March, 2010;

(ii) in the case of the profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash f ows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of the Auditors Report of even date to the members of Glenmark Pharmaceuticals Limited on the financial statements for the year ended 31st March, 2010

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verif ed by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verif ed by the Management during the year. In respect of inventory lying with third parties, these have substantially been conf rmed by them. In our opinion, the frequency of verif cation is reasonable.

(b) In our opinion, the procedures of physical verif cation of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verif cation of inventory as compared to book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, f rms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and cess which have not been deposited on account of any dispute.

The particulars of dues of sales-tax and excise duty as at 31st March, 2010 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of Amount* Period to which dues (Rs. lakhs) the amount relates

The Central Excise Act, 1944 Excise Duty 247.02 2002 to 2006

The Gujarat Sales Tax Act, 1969/The Sales Tax 20.64 2004 - 2005 Central Sales Act, 1956 (Gujarat)

Name of the Statue Forum where the dispute is pending

The Central Excise Act, 1944 The Central Excise and Service Tax Appellate Tribunal

The Gujarat Sales Tax Act, 1969/The Central Sales Act, 1956 (Gujarat) Deputy Commissioner (CT) Appeals

* Net of amount deposited under protest

10. The Company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures.

20. The Company has not raised any money by public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For Price Waterhouse Firm Registration Number: 301112E

Chartered Accountants

Partha Ghosh

Partner

Membership Number: F-55913

Place: Mumbai Date: 28th May, 2010

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