Glenmark Pharmaceuticals Ltd

Your Directors have pleasure in presenting the 46th Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2024.

FINANCIAL RESULTS

(Rs. in million)

The Company has not transferred any amount out of the profit of the year to the General Reserves.

DIVIDEND

The Dividend Distribution Policy of the Company has been formulated to ensure compliance with the provisions of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The policy is uploaded on the Company's website at the link: https:// glenmark.b-cdn.net/gpl_pdfs/about_us/Dividend-Distribution-Policy.pdf.

In line with the said Policy, the Board has recommended a Dividend of 250% ( 2.5/- per equity share of 1 each) to be appropriated from the profits of the F.Y. 2023-24 subject to the approval of the Shareholders at the ensuing Annual General Meeting (‘AGM'). The dividend will be paid in compliance with applicable Section of the Companies Act, 2013 (‘Act') & Listing Regulations. The dividend, if approved, will result in an outflow of 705.47 million.

INDIAN ACCOUNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS') as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

On Standalone basis the Company achieved gross revenue of

78,911.19 million as compared to 82,206.62 million in the previous year and the Standalone operating profit before tax and exceptional item was 19,304.15 million as compared to 20,677.42 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of 1,18,130.97 million as compared to 1,15,832.35 million in the previous year and the Consolidated operating profit before tax and exceptional item was 9,374.50 million as compared to 10,056.96 million in the previous year.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which offers stakeholders with financial and non-financial information about the Company, allowing them to better comprehend the Company's current status and long-term prospects and make educated decision. The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

CORPORATE GOVERNANCE

The Company believes Corporate Governance is at the core of stakeholder satisfaction. As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance with the aforesaid Regulations forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of the Act, Mr. Glenn Saldanha (DIN- 00050607), Chairman and Managing Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board has recommended his re-appointment for consideration of the Shareholders.

Relevant details including profile of Mr. Saldanha seeking the re-appointment are included separately in the Notice of AGM.

Re-appointment of Mr. V.S. Mani (DIN- 01082878) as an Executive Director & Global Chief Financial Officer:

On the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board at its meeting held on 19 May 2023 had approved re-appointment of Mr. V.S. Mani as an Executive Director & Global Chief Financial Officer for a term of 3 (three) consecutive years commencing from

29 May 2023 to 28 May 2026. An ordinary resolution was passed by the Shareholders through postal ballot on 04 August 2023, with requisite majority.

Re-appointment of Ms. Sona Saira Ramasastry (DIN- 08398547) as an Independent Director of the Company:

On the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 11 August 2023, subject to the approval of the shareholders had re-appointed Ms. Sona Saira Ramasastry as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 1 April 2024 up to 31 March 2029. The special resolution proposed for the re-appointment of Ms. Sona Saira Ramasastry was approved by the Shareholders at the 45th Annual General Meeting of the Shareholders held on 29 September 2023, with requisite majority.

INDEPENDENT DIRECTORS

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

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

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

All the Independent Directors have afirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act.

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

Mr. Sridhar Gorthi (DIN: 00035824), Mr. Devendra Raj Mehta (DIN: 01067895), Dr. Brian W. Tempest (DIN: 00101235) and

Mr. Bernard Munos (DIN: 05198283) retired as the Independent Directors of the Company from end of the day on 31 March 2024, consequent to completion of their second term of office as Independent Directors. The Board Members deeply appreciated their valuable contributions and support during their tenure as Independent Directors.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act the following are the Key Managerial Personnel (KMP) of the Company: Mr. Glenn Saldanha - Chairman & Managing Director Mrs. Cherylann Pinto – Whole Time Director – Corporate Services Mr. V. S. Mani–Executive Director & Global Chief Financial Officer Mr. Harish Kuber - Company Secretary & Compliance Officer

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As per Section 129(3) of the Act, and Listing Regulations, the Consolidated Financial Statements of the Company and all its subsidiaries for the F.Y. ended 31 March 2024 prepared in accordance with Ind AS forms part of the Annual Report.

Further, in terms of the first proviso of Section 129(3) of the Act and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014 a statement containing the salient features, performance and financial position of the subsidiaries in the prescribed Form AOC-1 is appended herewith as "Annexure I" to the Report.

The Audited Accounts of the subsidiaries together with its Board's Report and Auditors' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11:00 a.m. to 1:00 p.m. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

Pursuant to various amendments in Listing Regulations, the Board revised the policy on material subsidiary. The same may be accessed on the Company's website at the link: https:// glenmark.b-cdn.net/gpl_pdfs/about_us/Policy%20for%20 Determining%20Material%20Subsidiaries2024.pdf.

Glenmark Healthcare Limited, wholly owned subsidiary of the Company was incorporated on 12 May 2023. The production and business in this Company had commenced during the year under review.

SALE OF GLENMARK LIFE SCIENCES LIMITED TO NIRMA LIMITED

The Company entered into share purchase agreement with Nirma Limited (the "Buyer") for the sale of 91,895,379 equity shares representing 75.00% of the then issued and paid-up equity share capital of Glenmark Life Sciences Limited ("GLS"), a subsidiary of the Company, to the Buyer at a price of INR 615/- per share, aggregating to INR 56,515 million (subject to adjustments as agreed between the parties), in accordance with the terms of the share purchase agreement dated 21 September 2023 among the Company, GLS and the Buyer.

Accordingly, 91,895,379 equity shares representing 75.00% of the then issued and paid-up equity share capital of the GLS, were transferred to Nirma Limited as follows:

A. On 6 March 2024, 6,73,89,944 equity shares representing 55% of the issued and paid-up equity share capital of the GLS were transferred to Nirma Limited.

B. On 12 March 2024, 2,45,05,435 equity shares representing 20% of the issued and paid-up equity share capital of the GLS were transferred to Nirma Limited.

GLS ceased to be a subsidiary of the Company with effect from 6 March 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Company's business operations, performance, future outlook, etc. , as required under Regulation 34 read with Part B of Schedule V of Listing Regulations is given in the Management Discussion and Analysis Report. This report forms an integral part of the Annual Report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2 is appended as "Annexure II" to this report.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, the Company has formulated Policy on Related Party Transactions and its Materiality. The policy on Related Party Transactions and its Materiality in line with the SEBI (LODR) (Sixth Amendment) Regulations, 2021 is available on the Company's website at the link: https://glenmarkpharma.com/ gpl_pdfs/about_us/Policy%20on%20RPT%20and%20its%20 Materiality.pdf.

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

STATUTORY AUDITORS:

At the 42nd Annual General Meeting held on 29 September 2020, the members approved the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 121750W/W-100010) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of 47th Annual General Meeting.

The report given by the Statutory Auditor on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their report.

COST AUDITORS:

Pursuant to Section 148 of the Act, read with Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the cost audit records maintained by the Company are required to be audited. In terms of the provisions of the Act, the remuneration payable to Cost Auditors is required to be ratified by the Shareholders at the ensuing AGM and the same has been included in the Notice convening the AGM.

Based on the recommendations of the Audit Committee, Board appointed M/s. R A & Co., Cost Auditors, to audit the cost records of the Company for FY 2024-25 at a remuneration of 2.54 million. They have confirmed that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and that they are not disqualified to be appointed as the Cost Auditors of the Company for the year ending 31 March 2025.

M/s. Sevekari Khare & Associates, Cost Auditor were appointed for the F.Y. 2023-24. Due to old age and prolonged health issues, M/s. Sevekari Khare & Associates have expressed their inability to continue as Cost Auditors.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board, on the recommendation of Audit Committee appointed Aneja Associates, Chartered Accountant as the Internal Auditor of the Company. The internal audit was also carried out by other audit firms having requisite expertise and resources.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act, the Board of the Company at its meeting held on 24 May 2024 appointed Mr. Surjan Singh Rauthan, proprietor of M/s. S. S. Rauthan & Associates, Company Secretaries, to conduct an audit of the secretarial records for the F.Y. 2024-25.

The Company has received consent from Mr. Surjan Singh Rauthan, proprietor of M/s. S. S. Rauthan & Associates, Company Secretaries to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2025.

The Secretarial Audit Report for the F.Y. ended 31 March 2024 is appended herewith as "Annexure III" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

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

EMPLOYEE STOCK OPTIONS SCHEME 2016

At the Annual General Meeting of the Company held on

12 August 2016, the Shareholders had approved a Scheme ‘Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016' ("ESOS 2016") under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, Regulations, etc. for the purpose of granting options to the permanent employees of the Company and its subsidiaries, as applicable.

At the Annual General Meeting of the Company held on

29 September 2017 the Shareholders approved the amendment to the Scheme in relation to re- pricing of the options granted from 800 to 600 and maximum number of options that would be granted would be upto 1% of the paid up share capital of the Company as at 31 March 2017 i.e.

28,21,68,156/- (28,21,68,156 Equity Shares of 1/- each) i.e. 28,21,682 options which upon exercise would result in the issue of 28,21,682 shares of 1/- each.

During the F.Y. 2023-24, 20,000 options were allotted. As of 31 March 2024, 37,779 options were outstanding. On exercising the convertible options so granted, the paid up equity share capital of the Company has increased by a like number of shares.

The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended is appended herewith as "Annexure IV" to this Report.

CHANGES IN CAPITAL STRUCTURE

During the F.Y. 2023-24, the paid-up equity share capital of the Company has increased from 28,21,68,156 to 28,21,88,156, consequent to allotment of 20,000 equity shares of 1 each upon exercise of stock options under the ‘Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016'.

U.S. $ 90,825,000, MUFG Bank, ECB Facility:

The Company had obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 100 million. In October 2018, the ECB Facility for U.S. $ 90,825,000 was raised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds. The ECB Facility was raised from MUFG Bank, Singapore with an initially maturity of 5 years. The interest rate for the first 3 years is 4.956% p.a. and the interest for the subsequent 2 years is 5.25% p.a.

However, in December 2021, the loan was extended to bullet maturity of December 2026. The interest rate was fixed at 4.69% p.a. up to September 2023 and thereafter an interest margin of 2.15% p.a. over Secured Overnight Financing Rate ('SOFR').

The Company divested 75% stake in its subsidiary, GLS. The sale proceeds from this divestment were used to prepay the ECB Facility. The Company prepaid and closed the entire loan of U.S. $ 90,825,000 along with accrued interest in March 2024.

U.S. $ 40,000,000, International Finance Corporation (IFC), ECB Facility:

The Company obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 40 million. The ECB Facility for U.S. $ 40 million was executed in February 2021 and the Company availed U.S. $ 16,574,250 in April 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. The Company further availed U.S. $ 7,500,000 and U.S. $ 1,203,000 in June 2021 and September 2021 respectively. The ECB Facility was raised from International Finance Corporation with a maturity of 5.7 years. The interest margin over U.S. $ LIBOR was 3.08%p.a. up to September, 2021; 2.83%p.a. up to December 2023 and 3.26% over SOFR thereafter.

U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility:

The Company obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 228 million. During March 2022, the Sustainability linked loan for U.S. $ 228 million was raised and the proceeds were utilized for the purpose of refinancing the U.S. $ 200 million Syndication loan and U.S. $ 28 million Fifth Third Bank loan. The ECB Facility was raised from 10 Foreign banks with a maturity of 5 years. The interest margin is 1.75%p.a. over SOFR.

The Company divested 75% stake in its subsidiary, GLS. The sale proceeds from this divestment were used to prepay the ECB Facility. The Company prepaid and closed the entire loan of U.S. $ 228,000,000 along with accrued interest in March, 2024.

S&P Global has upgraded Long Term Rating as ‘BB+', Outlook ‘Stable' from Long Term Rating as ‘BB', Outlook ‘Stable' Fitch Ratings has afirmed Long-Term Issuer Default Rating (IDR) as ‘BB', Outlook ‘Stable'.

CRISIL has upgraded Long-Term Rating as ‘AA', Outlook ‘Stable' from Long-Term Rating as ‘AA–', Outlook ‘Stable'. Short- Term Rating reafirmed as ‘A1+'.

India Ratings and Research (Ind-Ra) has upgraded Long-Term Rating as ‘AA', Outlook ‘Stable' from Long-Term Rating as ‘AA-', Outlook ‘Stable'. Short- Term Rating afirmed at ‘A1+'.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company continue to be listed on BSE Limited and The National Stock Exchange of India Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as "Annexure V" to this Report.

ANNUAL RETURN

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2024 is available on the Company's website at https://glenmarkpharma.com/investors/ reports-presentations/annual-return/.

UNCLAIMED DIVIDEND/ SHARES

In pursuance of Regulation 39 read with Schedule VI of the Listing Regulations, the details of underlying shares in unclaimed suspense account and unclaimed shares/ dividend transferred to IEPF, are provided in the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES & REMUNERATION

Information as required under the provisions of Section 197(12) of the Act, read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as "Annexure VI" to this report.

The information required pursuant to Section 197(12) of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is appended herewith and forms part of the Report. Any member interested in obtaining a copy thereof, may write an email to complianceofficer@ glenmarkpharma.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in giving back to society in some measure that is proportionate to its success in business. CSR aims at balancing the needs of all stakeholders. The Company's CSR initiative goes beyond charity and believes that as a responsible Company it should take into account its impact on society as much as creating business impact. The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 including the composition of the CSR Committee is appended herewith as "Annexure VII" to this Report.

The CSR Policy of the Company is available on the Company's website at https://glenmark.b-cdn.net/gpl_pdfs/about_us/ CSR%20Policya.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act, the Directors confirm that –i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit of the Company for the year ended 31 March 2024; iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BOARD PERFORMANCE EVALUATION

The Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations. The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. The Company has adopted a web based application to carry out annual performance evaluation process. The Director receives evaluation questionnaire through the application which can be accessed through the ipads. The said application is password protected and highly secured. A questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as Diversity of the Board, composition and adequate committees, functional dynamics, Governance, Board Relationships etc.

Aseparateexercisewascarriedouttoevaluatetheperformance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, strategic vision of director, involvement, professional independence etc.

The Independent Directors of the Company met on 11 March 2024 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as an Independent Director, the working of the Company, changes in the regulatory environment, etc. The Board members are regularly updated regarding key developments and any important regulatory amendments applicable to the Company.

During the F.Y. 2023-24, the Company had conducted exclusive session for Independent Directors on Regulatory and Compliance updates with the help of an external agency. The familiarization programme may be accessed on the Company's website at https://glenmarkpharma.com/about-us/ governance/.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated well in advance to the Directors. Seven Board Meetings were convened and held during the year. The Board had a duly constituted Audit Committee with Mr. Rajesh Desai as the Chairman and Mr. Sridhar Gorthi, Mr. Devendra Raj Mehta and Mrs. Vijayalakshmi Iyer as Members. As Mr. Sridhar Gorthi and Mr. Devendra Raj Mehta had retired from the end of day on 31 March 2024 consequent to completion of their second term of office as Independent Directors, the Audit Committee has been reconstituted with Mr. Rajesh Desai as the Chairman, Mrs. Vijayalakshmi Iyer and Ms. Sona Saira Ramasastry as the Members of Audit Committee with effect from 1 April 2024. Further, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

Details of the Composition, attendance of members and other details of the Board and its Committees, are provided in the Corporate Governance Report, which forms an integral part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(4) of the Act and Regulation 19(4) of Listing Regulations the policy on the appointment of Directors including Independent Directors, KMP and Senior Management and the policy on remuneration of the Directors, KMP and other employees provides a referendum based on which the Human Resource Management Team plans and strategizes their recruitment plans for the strategic growth of the Company. The Nomination & Remuneration Policy may be accessed on the Company's website at https://glenmark.b-cdn.net/gpl_pdfs/about_us/nomination_andfiremuneration_ policy.pdf.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has put in place an Enterprise Risk Management Policy. The Risk register is updated at regular intervals. In terms of the provision of section 134 of the Act, a detailed note on Risk Management has been provided in the Integrated Report. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

Pursuant to the amendment dated 17 May 2024, SEBI had relaxed the gap between two consecutive risk management committee meeting to be not more than 210 days. Accordingly, the changes were made in the risk management policy and the same has been uploaded on the Company's website at https://glenmark.b-cdn.net/gpl_pdfs/about_us/Risk%20 Management%20Policy%20%28revised%2024-05-2024%29. pdf.

HUMAN RESOURCES

Human Resources are the most precious asset of our Company. Establishing safe, transparent, diverse, inclusive and growth-oriented work environment is Company's top most goal.

The priority of Human Resource function is to invest in their training and professional development to ensure they have the essential skills, domain expertise and cutting-edge technology to support the business goals and strategy.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone financial statements forming a part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (‘BRSR')

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the Listing Regulations and in line with the SEBI Circulars dated May 5, 2021 and May 10, 2021, the Company has adopted the BRSR disclosing initiatives taken from an environmental, social and governance perspective by the Company. The Company has presented the BRSR, for F.Y. 2023-24 under a Separate section.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed thereunder and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.

The Company has ensured wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by constituting internal complaint committee and conducting sessions throughout the Company. 5 complaints were received and addressed during the

F.Y. 2023-24, under the Sexual Harassment of Women at Workplace Act. No Complaint was pending as on 31 March 2024.

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

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and other external stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Whistleblower Policy and Vigil Mechanism ensures that strict confidentiality is maintained in such cases and no unfair treatment is meted out to a Whistleblower. The Company, as a Policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against Whistleblowers. The Whistleblower Policy may be accessed on the Company's website at https://glenmark.b-cdn.net/gpl_pdfs/about_us/Whistleblowing%20Policy.pdf.

GREEN INITIATIVE

The MCA had undertaken the Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode. We request all the shareholders to support the ‘Green Initiative' of the Ministry of Corporate Affairs and the Company's continuance towards greener environment by enabling the service of the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent. The Company appeals to you, its Shareholders, who are yet to register the e-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director (DIN 00050607)

Place: Mumbai Date: 24 May 2024