Directors Report of Glenmark Pharmaceuticals Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 47th Annual Report on business and operations of the Company together
with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2025.

FINANCIAL RESULTS

('' in million)

Year ended 31 March 2024			Year ended 31 March 2025
Standalone	Consolidated (Continuing operations)	Particulars	Standalone	Consolidated (Continuing operations)
78,911.19	1,18,130.97	Gross Total Revenue	92,264.09	1,33,217.40
19,304.15	9,374.50	Profit before tax and exceptional item	23,331.84	17,720.28
51,672.91	(18,308.50)	Profit/(Loss) after tax for the year	16,103.50	10,471.42
(47.58)	(120.31)	Other Comprehensive Income for the year (not to be reclassified to P&L)	(64.66)	(81.40)
-	(479)	Other Comprehensive Income for the year (to be reclassified to P&L)	-	723.38
1,60,028.17	94,570.39	Surplus brought forward from last balance sheet	2,10,881.28	78,704.49
2,11,653.50	79,476.70	Profit available for appropriation	226,920.12	89,094.06

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 of Directors (''Board'') have
recommended a Dividend of 250% ('' 2.5/- per equity share of
'' 1 each) to be appropriated from the profits of the F.Y. 2024¬
25 subject to the approval of the Shareholders at the ensuing
Annual General Meeting (''AGM''). The dividend will be paid in
compliance with applicable Section of the Companies Act,
2013 (''Act'') & Listing Regulations. The dividend, if approved,
will result in an outflow of '' 705.50 million.

RESULTS OF OPERATIONS

INDIAN ACCOUNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with
the Indian Accounting Standards (hereinafter referred to as
the ''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
'' 92,264.09 million as compared to '' 78,911.19 million in the

previous year and the Standalone operating profit before tax
and exceptional item was '' 23,331.84 million as compared to
? 19,304.15 million in the previous year.

On Consolidated basis the Company achieved a gross revenue
of '' 1,33,217.40 million as compared to '' 1,18,130.97 million
in the previous year and the Consolidated operating profit
before tax and exceptional item was '' 17,720.28 million as
compared to ? 9,374.50 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,
Mrs. Cherylann Pinto (DIN: 00111844), retires by rotation
at the ensuing AGM and being eligible, offers herself
for re-appointment. The Board has recommended her
re-appointment for consideration of the Shareholders.

Relevant details including profile of Mrs. Cherylann Pinto
seeking the re-appointment are included separately in the
Notice of AGM.

Appointment of Mr. Pradeep Kumar Sinha (DIN: 00145126)
as Non-Executive -Independent Director of the Company:

On the recommendation of the Nomination & Remuneration
Committee, the Board at its meeting held on 14 February
2025, appointed Mr. Pradeep Kumar Sinha (DIN:00145126),
as an Additional Director (Non- Executive Independent) of the
Company, to hold office for a term of 5 (Five) consecutive years
effective from 14 February 2025 up to 13 February 2030, not
liable to retire by rotation. The special resolution proposed for
the appointment of Mr. Pradeep Kumar Sinha was approved
by the Shareholders through postal ballot result dated 25
April 2025, with requisite majority.

Re-appointment of Mr. Rajesh Desai (DIN: 00007960) as an
Independent Director of the Company:

On the recommendation of the Nomination &
Remuneration Committee, the Board at its meeting held
on 14 February 2025, had approved re-appointment of
Mr. Rajesh Desai (DIN: 00007960) as an Independent Director
of the Company not liable to retire by rotation to hold office for
a second term of 5 (five) consecutive years commencing from
26 June 2025 up to 25June 2030. However, the special resolution
proposed for the re-appointment of Mr. Rajesh Desai was not
approved by the Shareholders through postal ballot result
dated 25 April 2025, with requisite majority. Consequently,
Mr. Rajesh Desai will cease to be an Independent Director of
the Company with effect from 25 June 2025.

Re-appointment of Mr. Dipankar Bhattacharjee
(DIN: 08770548) as an Independent Director of the
Company:

On the recommendation of the Nomination & Remuneration
Committee, the Board at its meeting held on 14 February 2025,
had approved re-appointment of Mr. Dipankar Bhattacharjee
(DIN: 08770548) as an Independent Director of the Company
not liable to retire by rotation for a second term of 5 (five)
consecutive years commencing from 14 August 2025 up to
13 August 2030. The special resolution proposed for the re¬
appointment of Mr. Dipankar Bhattacharjee was approved by
the Shareholders through postal ballot result dated 25 April
2025, with requisite majority.

Early retirement of Mr. V.S. Mani (DIN: 01082878) as an
Executive Director & Global Chief Financial Officer of the
Company:

Mr. V.S. Mani (DIN: 01082878), Executive Director & Global
Chief Financial Officer of the Company had conveyed his

decision to opt for early retirement and had decided to step
down from the position of an Executive Director & Global
Chief Financial Officer with effect from close of 26 May 2025.
The Resignation letter received from Mr. V.S. Mani was noted
by the Board through circular resolution dated 6 April 2025.

Appointment of Mr. Anurag Mantri (DIN: 05326463) as an
Additional Director (Whole-Time Director, designated as
''Executive Director'') & Global Chief Financial Officer of the
Company:

On the recommendation of the Nomination & Remuneration
Committee, the Board had approved appointment of
Mr. Anurag Mantri, as the President - Finance through circular
resolution dated 6 April 2025. Further the candidature of
Mr. Anurag Mantri to the office of Executive Director & Global
Chief Financial Officer was placed before the Audit Committee,
Nomination & Remuneration Committee and the Board of the
Company. The Board, on the recommendation of the Audit
Committee and Nomination & Remuneration Committee,
appointed Mr. Anurag Mantri (DIN:0536463), as an Additional
Director (Whole-Time Director, designated as ''Executive
Director'') & Global Chief Financial Officer of the Company
with effect from 27 May 2025, subject to the approval of the
Shareholders.

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

During the year, apart from receiving director''s remuneration,
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.

The Shareholders of the Company, on the recommendation
of Nomination & Remuneration Committee and the Board,
had approved payment of remuneration to Non-Executive
Directors (Other than Promoter/ Promoter Group non¬
executive director) of the Company by way of commission,
such that the sum in aggregate shall not exceed 1% of the net

profits of the Company up to Rs. 1,50,00,000/- (Rupees One
Crore Fifty Lakh only) whichever is less in any financial year,
computed in accordance with the provisions of Section 198
of the Act for a period of three (3) years from financial year
2024-25, in addition to the sitting fees and reimbursement of
expenses being paid to them by the Company for attending
the Board/Committee Meetings of the Company.

The ordinary resolution proposed for the payment of
commission to the Non-Executive Directors (Other than
Promoter/ Promoter Group non-executive director) of the
Company was approved by the Shareholders through postal
ballot result dated 25 April 2025, with requisite majority.

Key Managerial Personnel

In terms of Section 203 of the Act, 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 2025 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.

During the year, the Company sold 96,09,571 equity shares of
Glenmark Life Sciences Limited ("GLS") representing 7.84% of
the issued and paid-up equity share capital of GLS, held by the
Company (including equity shares held by certain individuals
where the beneficial ownership was with the Company)
and by the Promoter Individual, by way of an offer for sale
through the stock exchange mechanism. Hence, holding of
the Company and its promoters in GLS became Nil.

During the year, the Company acquired 34% stake in the O2
Renewable Energy XXIV Private Limited. The acquisition of
shares will enable the Company to invest in renewable energy
and thereby comply with regulatory requirement for being
a captive user under Indian electricity laws. As per Section
2(6) of the Act, O2 Renewable Energy XXIV Private Limited
is considered as an Associate Company with effect from
17 December 2024. However, it is not considered as an
Associate for accounting as per IND AS 28.

Further, a wholly owned subsidiary of the Company in the
name of "Glenmark Consumer Care Limited" was incorporated
on 23 May 2025.

Names of the step down subsidiaries of the Company
were revised from Ichnos Sciences Inc. to Ichnos Glenmark
Innovation Inc., Ichnos Sciences SA to IGI Therapeutics SA and
Ichnos Sciences Biotherapeutics SA to IGI Biotherapeutics SA.

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://qlenmark.b-cdn.net/qpl_pdfs/about_us/Policy%20
for%20Determininq%20Material%20Subsidiaries2024.pdf

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 and arrangements entered into 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 a Policy on Related Party
Transactions and its Materiality. The revised policy on Related
Party Transactions and its Materiality in line with SEBI (Listing
Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 was approved by the Board at its meeting
held on 14 February 2025. The revised policy is available on the
Company''s website at the link: https://glenmarkpharma.com/
about-us/governance/

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.

AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS:

At the 42nd Annual General Meeting held on
29 September 2020, the Shareholders 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 has appointed M/s. R A & Co, Cost Auditors, to
audit the cost records of the Company for F.Y. 2025-26 at
a remuneration of '' 2.8 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
2026.

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 has
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:

S. S. Rauthan & Associates, Secretarial Auditors (Firm
registration No. S1999MH026900), submitted the
Secretarial Auditors Report for the financial ended 31
March 2025 which is annexed as ''Annexure III'' to this
report. In compliance with Regulation 24A of the SEBI
Listing Regulations, the Annual Secretarial Compliance
Report issued by the Secretarial Auditor was submitted
to the Stock Exchanges within the statutory timelines.

The Secretarial Audit Report and the Annual Secretarial
Compliance Report did not contain any qualification,
reservation, adverse remarks or observation.

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).

INTERNAL FINANCIAL CONTROL (IFC) AND ITS
ADEQUACY

The Company has laid down an adequate system of internal
controls, policies and procedures for ensuring orderly and
efficient conduct of the business, including adherence to the
Company''s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of reliable
financial disclosures. The current system of IFC is aligned with
the statutory requirements and are adequate and operating
effectively.

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

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 SEBI (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 up to 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. 2024-25, no options were allotted. As
of 31 March 2025, 37,779 options were outstanding.
The Operations Committee of the Company at its meeting
held on 17 April 2025 approved the allotment of 12,653 equity
shares of face value of Re. 1/- each to the eligible employee
who has exercised stock options under ESOS 2016.

On exercising the convertible options so granted, the paid
up equity share capital of the Company increased by a like
number of shares.

The Nomination and Remuneration Committee at its meeting
dated 22 May 2025 approved the grant of 1,19,318 options to
the eligible employee.

The information in compliance with Regulation 14 of the
SEBI (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 year under review, there was no change in the
paid-up share capital of the Company.

The paid-up equity share capital of the Company as on
31 March 2025 was '' 28,21,88,156.

FINANCE

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

The Company had 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.

The Company prepaid and closed the outstanding loan of U.S.
$ 15,798,281.25 along with accrued interest in August, 2024.

CREDIT RATINGS

> S&P Global has affirmed Long Term Rating as ''BB '',
Outlook ''Stable''.

> Fitch Ratings has affirmed Long-Term Issuer Default
Rating (IDR) as ''BB'', Outlook ''Stable''.

> Crisil Ratings has reaffirmed Long Term Rating as ''Crisil
AA'', outlook ''Stable''. Short Term ratings reaffirmed as
''Crisil A1 ''.

> India Ratings and Research (Ind-Rs) has affirmed Long
Term Rating as ''IND AA'', Outlook ''Stable''. Short Term
ratings affirmed at ''IND 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 2025 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 Investor Education & Protection Fund (''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 [e-mail].

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 2025 and of the profit of the Company for
the year ended 31 March 2025;

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. they 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 & 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
iPad''s. 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.

A separate exercise was carried out to evaluate the
performance 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 21 March
2025 without the presence of Non-Independent Directors and
members of the management to review the performance of
Non-Independent Directors and the Board 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.

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. 2024-25, 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://glenmark.b-cdn.net/gpl_pdfs/
about_us/familiarisation_programme_for_independent_
directors.pdf

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. Six
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 Mrs. Vijayalakshmi Iyer
and Ms. Sona Saira Ramasastry as the Members.

At the Board Meeting dated 14 February 2025, the Committee
was reconstituted and Mr. Rajesh Desai was appointed as
a Member, while Mrs. Vijayalakshmi Iyer was appointed as
the Chairperson of the Audit Committee with effect from
15 February 2025. 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_and_remuneration_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.

The risk management policy has been uploaded on
the Company''s website at https://glenmark.bcdn.net/
qpl_pdfs/about_us/Risk%20Manaqement%20Policy%20
%28revised%2024-05-2024%29.pdf.

WATER AND BIODIVERSITY POLICY

During the year under review, the Company has adopted
Water and Biodiversity Policy which focuses on understanding
the interdependence between operations and biodiversity
around the area of operations and how Company can sustain
the same and also initiatives that will help in business resilience
through implementation of sustainable water management
practices in all operations of the Company globally.

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 topmost 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'')

Pursuant to the provisions of Regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and Sustainability Report
("BRSR"), along with assurance report issued by DNV Business
Assurance India Private Limited on the BRSR core indicators,
forms part of this Integrated Report.

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 Act.

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.

5. There was no change in the nature of business of the
Company.

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. Four complaints
were received and addressed during the F.Y. 2024-25, under the
Sexual Harassment of Women at Workplace Act. No Complaint
was pending as on 31 March 2025.

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 professionals, 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: 23 May 2025

---

Mar 31, 2024

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

(? in Million)

Year ended 31 March 2023			Year ended 31 March 2024
Standalone	Consolidated (Continuing operations)	Particulars	Standalone	Consolidated (Continuing operations)
82,206.62	1,15,832.35	Gross Total Revenue	78,911.19	1,18,130.97
20,677.42	10,056.96	Profit before tax and exceptional item	19,304.15	9,374.50
12,087.69	(895.61)	Profit/(Loss) after tax for the year	51,672.91	(18,308.50)
6.32	141.89	Other Comprehensive Income for the year (not to be reclassified to P&L)	(47.58)	(120.31)
-	1,398.28	Other Comprehensive Income for the year (to be reclassified to P&L)	-	(479)
1,48,639.58	92,109.07	Surplus brought forward from last balance sheet	1,60,028.17	94,570.39
1,60,733.59	95,275.81	Profit available for appropriation	2,11,653.50	79,476.70

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.

RESULTS OF OPERATIONS

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 affirmed 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.

AUDITORS AND AUDITORS’ REPORT

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''.

FINANCE

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.

CREDIT RATINGS

• S&P Global has upgraded Long Term Rating as ‘BB '', Outlook ‘Stable'' from Long Term Rating as ‘BB'', Outlook ‘Stable''

• Fitch Ratings has affirmed 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 reaffirmed as A1 ''.

• India Ratings and Research (Ind-Ra) has upgraded LongTerm Rating as AA'', Outlook ‘Stable'' from Long-Term Rating as ‘AA-'', Outlook ‘Stable''. Short- Term Rating affirmed 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.

A separate exercise was carried out to evaluate the performance 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 and remuneration 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 ofthe 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

---

Mar 31, 2023

Your Directors have pleasure in presenting the 45th Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2023.

FINANCIAL RESULTS:

(H in million)
Year ended 31 March 2022		Particulars	Year ended 31 March 2023
Standalone	Consolidated		Standalone	Consolidated
81,415.81	123,049.03	Gross Total Revenue	82,206.62	129,901.10
19,071.13	17,021.59	Profit before tax and exceptional item	20,677.42	16,343.05
19,977.89	9,936.49	Profit for the year (after tax and attributable to shareholders)	12,087.69	3,774.00
16.05	266.49	Other Comprehensive Income for the year (not to be reclassified to P&L)	6.32	138.99
-	500.62	Other Comprehensive Income for the year (to be reclassified to P&L)	-	1398.28
129,218.59	72,336.18	Surplus brought forward from last balance sheet	148,639.58	92,109.07
149,345.00	92,814.49	Profit available for appropriation	160,733.59	95,275.81
Appropriations:
705.42	926.15	Dividend	705.42	1367.62

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% (H 2.50/- per equity share of H 1 each) to be appropriated from the profits of the F.Y. 2022-23 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 H 705.42 million.

RESULTS OF OPERATIONS

INDIAN ACCOUNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''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 H 82,206.62 million as compared to H 81,415.81 million in the previous year and the Standalone operating profit before tax and exceptional item was H 20,677.42 million as compared to H 19,071.13 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of H 129,901.10 million as compared to H 123,049.03 million in the previous year and the Consolidated operating profit before tax and exceptional item was H 16,343.05 million as compared to H 17,021.59 million in the previous year.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which includes both financial and non-financial information. The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. financial 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

Mrs. Blanche Saldanha (DIN-00007671), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Board has recommended her re-appointment for consideration of the Shareholders.

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

• Appointment of Mrs. Vijayalakshmi Rajaram Iyer (DIN-05242960) as Non-Executive - Independent Director:

On the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 10 February 2023, subject to the approval of Shareholders had appointed Mrs. Vijayalakshmi Rajaram Iyer as an Additional Director (Non - Executive Independent Director) for a term of 5 (Five) consecutive years effective from 10 February 2023 to 9 February 2028.

Pursuant to Regulation 17(1C) of Listing Regulations, the appointment of Mrs. Vijayalakshmi Rajaram Iyer as Non - Executive Independent Director was proposed for the approval of the shareholders within a period of 3 months from the date of her appointment by the Board. The special resolution proposed for the appointment of Mrs. Vijayalakshmi Rajaram Iyer was approved by the Shareholders on 14 April 2023, with requisite majority through Postal Ballot.

• Re-appointment of Mr. V. S. Mani 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, subject to the approval of shareholders had re-appointed, Mr. V.S. Mani as an Executive Director & Global Chief Financial Officer for a term of 3 (Three) consecutive years with effect from 29 May 2023. Pursuant to Regulation 17(1C) of Listing Regulations, the re-appointment of Mr. V.S. Mani as an Executive Director & Global Chief Financial Officer will be proposed for the approval of the shareholders within a period of 3 months from the date of his appointment by the Board.

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. Mr. Dipankar Bhattacharjee has successfully cleared the online proficiency self-assessment test conducted by IICA within the time limit prescribed under the Act, whereas all the other directors are exempted from passing the online proficiency test.

All the Independent Directors have affirmed 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.

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 2023 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.

Further, a wholly owned subsidiary of the Company in the name of "Glenmark Healthcare Limited" was incorporated on 12 May 2023.

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.

The policy for determining material subsidiaries may be accessed on the Company''s website at the link: https://glenmarkpharma.com/about-us/governance/

DIVESTMENTS OF BRANDS AND SUB-BRANDS

During the year :

• The Company entered into an agreement with J.B. Chemicals & Pharmaceuticals Limited to divest its cardiac brand, Razel (Rousvastatin and combinations), in India and Nepal. Razel and its combinations are indicated for the management of dyslipidemia.

• The Company entered into an agreement with Eris Oaknet Healthcare Private Limited, a wholly owned subsidiary of Eris Lifesciences Limited to divest the Tail Brands such as Onabet, Halovate, Sorvate, Luligee, Demelan, Aceret, Dosteil, Revize, and Powercort and their sub-brands from its dermatology segment for India and Nepal territories.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this 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.

The Company avails professional advisory services from Trilegal, a firm in which one of the Directors of the Company is a partner.

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/ about-us/governance/.

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.

AUDITORS AND AUDITORS’ REPORT

• 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:

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the F.Y. 2023-24 at a remuneration of H 2.31 million.

The Company has received consent from M/s. Sevekari, Khare & Associates to act as Cost Auditor for conducting the cost audit of the Company for F.Y. ending 31 March 2024.

Pursuant to Section 148 of the Act, read with The 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 Annual General Meeting and

accordingly, a resolution seeking ratification has been included in the Notice convening the AGM.

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 has 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 19 May 2023 has 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. 2023-24.

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 2024.

The Secretarial Audit Report for the F.Y. ended 31 March 2023 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).

CHANGES IN CAPITAL STRUCTURE

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

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 H 800 to H 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. H 282,168,156/-(282,168,156 Equity Shares of H 1/- each) i.e. 2,821,682 options which upon exercise would result in the issue of 2,821,682 shares of H 1/- each.

During the F.Y. 2022-23, no options were issued, exercised, or cancelled. As of 31 March 2023, 78,717 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase 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.

FINANCE

U.S. $ 200,000,000, 2.00 % Resettable Onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at the option of the holders'' of the Bonds (the “Bondholders") after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at H861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2022, none of the Bondholders have opted for the conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as H64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s “BFIX" USD/INR spot mid-price rate

12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds were to be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated up to but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This is amended in April, 2021(see note below on Tender Offer and Consent Solicitation).

The FCC Bonds were partially bought back in October 2018 (see note below on Buyback). In addition to that, the Company approved for tender and consent solicitation for amendment of FCC Bonds in February, 2021 (see note below on Tender Offer and Consent Solicitation). Further, the FCC Bonds were partially bought back in September, 2021 and April 2022 (see note below on Buyback). The balance outstanding FCC Bonds were redeemed in May, 2022 (see note below on Buyback).

The FCC Bonds were delisted from the Singapore stock exchange in May, 2022.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - October, 2018:

In September 2018, the Company approved the launch of buyback of FCC Bonds (“Buyback FCCBs") from existing holders of FCC Bonds (“Buyback Bondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited were appointed as dealer managers, on behalf of the Company to buyback FCC Bonds at a buyback price of 105% of the principal amount

outstanding (being U.S. $ 262,500 for each U.S. $ 250,000 of FCC Bonds), up to an aggregate purchase price of U.S. $ 100 million plus accrued and unpaid interest per FCC Bond. In October 2018, the Company agreed to buyback U.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented 43.25% of the aggregate FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $

90,825,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook buyback to monetize the opportunity available and to push maturity of external debt. The Company utilised proceeds from an unsecured External Commercial Borrowing facility of up to U.S.$ 100 million (“ECB Facility") from MUFG Bank, Ltd., Singapore Branch, to refinance these Bonds.

Tender Offer of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced a launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manger on behalf of the Company to tender an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCC Bonds represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowing facilities from Fifth Third Bank and International Finance Corporation to refinance these Bonds.

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78 per cent. of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - September, 2021:

In September 2021, the Company executed a discrete buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 1 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 120.30% of the principal amount (representing

4 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 15 September, 2021, the Company paid an aggregate purchase price of U.S. $

1,203,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 75.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - April and May, 2022:

In April 2022, the Company executed a buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 75 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 125.26% of the principal amount (representing 300 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 7th April, 2022, the Company paid an aggregate purchase price of U.S. $ 93,945,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 0.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Following the above buyback in April, 2022, the Company issued a Notice of early redemption to the remaining holders of FCC Bonds for principal value of outstanding U.S. $ 0.75 million for redemption in May, 2022. On 9 May, 2022, the Company paid an aggregate amount of U.S. $ 9,42,860.24 for the Buyback FCCBs, plus accrued but unpaid interest and concluded the redemption of FCC Bonds as per the terms of the Trust Deed.

Subsequently, the FCC Bonds were delisted from the Singapore stock exchange.

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

The Company has 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 initial 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 at an interest margin of 2.15% p.a. over SOFR.

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

The Company has 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 June 2023 and 3.26% over SOFR thereafter.

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

The Company has 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.

CREDIT RATINGS:

• S&P Global has affirmed Long term Rating as ''BB'', Outlook ''Stable''.

• Fitch Ratings has affirmed Long-Term Issuer Default Rating (IDR) as ''BB'', Outlook ''Stable''

• CRISIL has affirmed Long- Term Rating as ''AA-'' and Outlook ''Stable'' Short- Term Rating reaffirmed as A1 .

• India Ratings and Research (Ind-Ra) has affirmed LongTerm Rating as ''AA-'' and revised Outlook to ''Stable'' from ''Positive''. Short- Term Rating affirmed 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.

FCCB Bonds were listed on Singapore Exchange Limited. They were delisted on 9 May 2022.

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 2023 is available on the Company''s website at https://glenmarkpharma.com/ investors/reports-presentations/.

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 [e-mail].

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://glenmarkpharma.com/about-us/governance/.

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 2023 and of the profit of the Company for the year ended 31 March 2023;

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

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.

A separate exercise was carried out to evaluate the performance 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 17 March 2023 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 FY. 2022-23, 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. Five Board Meetings were convened and held during the year. The Board at its meeting held on 10 February 2023, has reconstituted Audit Committee with Mr. Rajesh Desai as the Chairman and Mr. Sridhar Gorthi, Mr. Devendra Raj Mehta and Mrs. Vijayalakshmi Iyer as members. 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_and_remuneration_ 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.

HUMAN RESOURCES

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 by the Company taken from an environmental, social and governance perspective. The Company has presented the BRSR, for F.Y. 2022-23 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.

Two (2) complaints were received and addressed during the F.Y. 2022-23, under the Sexual Harassment of Women at Workplace Act. No Complaint was pending as on 31 March 2023.

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://glenmarkpharma.com/ about-us/governance/.

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: 19 May 2023

---

Mar 31, 2022

Your Directors have pleasure in presenting the 44th 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 2022.

FINANCIAL RESuLTS:

(? in million)
Year ended 31 March 2021		Particulars	Year ended 31 March 2022
Standalone	Consolidated		Standalone	Consolidated
75,679.33	109,439.29	Gross Total Revenue	81,415.81	123,049.03
18,698.65	13,379.30	Profit before tax and exceptional item	19,071.13	17,021.59
16,494.47	9,700.88	Profit for the year	19,977.89	9,936.49
		(after tax and attributable to shareholders)
24.84	44.32	Other Comprehensive Income for the year	16.05	266.49
		(not to be reclassified to P&L)
-	822.49	Other Comprehensive Income for the year	-	500.62
		(to be reclassified to P&L)
113,404.70	63,296.78	Surplus brought forward from last balance sheet	129,218.59	72,336.18
129,924.01	73,041.48	Profit available for appropriation	149,345.00	92,814.49
Appropriations:
705.42	705.42	Dividend	705.42	926.15

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

dividend

The Board of the Company had approved the Dividend Distribution Policy on 27 October 2016 in line with Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''). The policy is uploaded on the Company''s website at https://glenmark.b-cdn.net/gpl_ pdfs/about_us/Dividend%20Distribution%20Policy.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 year 2021-22 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 '' 705.42 million.

results of operations

INDIAN ACCouNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘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 '' 81,415.81 million as compared to '' 75,679.33 million in the

previous year and the Standalone operating profit before tax and exceptional item was '' 19,071.13 million as compared to '' 18,698.65 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of '' 123,049.03 million as compared to '' 109,439.29 million in the previous year and the Consolidated operating profit before tax and exceptional item was '' 17,021.59 million as compared to '' 13,379.30 million in the previous year.

integrated report

The Company has voluntarily provided the Integrated Report, which includes both financial and non-financial information. The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. financial 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

Mr. V.S. Mani, Executive Director & Global Chief Financial Officer (DIN 01082878), retire 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. V.S. Mani seeking the re-appointment are included separately in the Notice of AGM.

Re-Appointment of Mr. Glenn Saldanha as Chairman & Managing Director and Re-Appointment of Mrs. Cherylann Pinto as Executive Director - Corporate Services

On the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 7 April 2022, subject to the approval of shareholders, had reappointed Mr. Glenn Saldanha as Chairman & Managing Director and Mrs. Cherylann Pinto as Executive Director - Corporate Services for a further period of 5 (Five) years with effect from 16 May 2022.

Pursuant to amendment (effective from 1 January 2022) to Regulation 17(1C) of Listing Regulations, Resolutions for the re-appointment of Mr. Glenn Saldanha as Chairman & Managing Director and Mrs. Cherylann Pinto as Executive Director -Corporate Services were proposed for the approval of the shareholders within a period of 3 months from the date of their re-appointment by the Board.

Accordingly, the ordinary resolutions for the reappointment of Mr. Glenn Saldanha as Chairman & Managing Director and Mrs. Cherylann Pinto as Executive Director - Corporate Services, were approved by the shareholders on 14 May 2022, with requisite majority through Postal Ballot.

independent directors:

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

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

SEBI, vide its notification dated 3rd August, 2021, had enhanced the criteria of Independent Directors. Accordingly, all the Independent Directors had submitted revised declarations confirming their independence before 01 January 2022.

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

proficiency self-assessment test conducted by IICA within the time limit prescribed under the Act, whereas all the other Independent Directors are exempted from passing the online proficiency test.

All the Independent Directors have affirmed 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.

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 - Executive 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 2022 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, wherever applicable, 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.

The policy for determining material subsidiaries may be accessed on the Company''s website at https://glenmark.b-cdn.net/gpl_pdfs/about_us/Policy%20on%20Material%20 Subsidiary.pdf

Initial Public Offer (IPO) of Glenmark Life Sciences Limited (GLS)

During the F.Y. 2021-22, GLS completed its IPO of 21,022,222 equity shares comprising a fresh issue of 14,722,222 equity shares and offer for sale by the Company of 6,300,000 equity shares of face value of '' 2 each at premium of '' 718 per share

aggregating to '' 15,136 million. Prior to the IPO, GLS was a Wholly Owned Subsidiary (100%) of the Company, which subsequent to listing befitted as a Subsidiary (82.84%) of the Company and the equity shares of GLS got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 06 August 2021.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this 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 it''s 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.

The Company avails professional advisory services from Trilegal, a firm in which one of the Directors of the Company is a partner.

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

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

AUDITORS AND AUDITORS’ REPORT

• 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:

The Board, on the recommendation of the Audit Committee, re-appointed Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the F.Y. 2022-23 at a remuneration of '' 2.10 million.

The Company has received consent from Sevekari, Khare & Associates to act as Cost Auditor for conducting the cost audit of the Company for F.Y. ending 31 March 2023.

Pursuant to Section 148 of the Act read with The 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 accordingly, a resolution seeking ratification has been included in the Notice convening the AGM.

• INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, Internal audit was conducted by M/s. R.G.N. Price & Co., for the F.Y. 2021-22. The internal audits 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 27 May 2022, appointed CS 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. 2022-23.

The Company has received consent from CS Surjan Singh Rauthan to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2023.

The Secretarial Audit Report in the prescribed form MR-3 for the F.Y. ended 31 March 2022 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).

CHANGES IN CAPITAL STRUCTURE

There was no change in paid-up share capital in the F.Y. 2021-22.

EMPLOYEE STOCK OPTIONS SCHEME 2016

At the Annual General Meeting of the Company held on 12 August 2016, the Shareholders had approved a Scheme

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This is amended in April, 2021(see note below on Tender Offer and Consent Solicitation).

The FCC Bonds were partially bought back in October 2018 (see note below on Buyback). In addition to that, the Company approved for tender and consent solicitation for amendment of FCC Bonds in February, 2021 (see note below on Tender Offer and Consent Solicitation). Further, the FCC Bonds were partially bought back in September, 2021 and April, 2022 (see note below on Buyback). The balance outstanding FCC Bonds were redeemed in May, 2022 (see note below on Buyback).

The FCC Bonds were delisted from the Singapore stock exchange in May, 2022.

Buy back of the Company’s u.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - October, 2018:

In September 2018, the Company approved the launch of buyback of FCC Bonds (“Buyback FCCBs") from existing holders of FCC Bonds (“Buyback Bondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited were appointed as dealer managers, on behalf of the Company to buyback FCC Bonds at a buyback price of 105% of the principal amount outstanding (being U.S. $ 262,500 for each U.S. $ 250,000 of FCC Bonds), up to an aggregate purchase price of U.S. $ 100 million plus accrued and unpaid interest per FCC Bond. In October 2018, the Company agreed to buyback U.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented 43.25% of the aggregate FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 90,825,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook buyback to monetize the opportunity available and to push maturity of external debt. The Company utilised proceeds from an unsecured External Commercial Borrowing facility of up to U.S.$ 100 million (“ECB Facility") from MUFG Bank, Ltd., Singapore Branch, to refinance these Bonds.

‘Glenmark Pharmaceuticals Limited - Employee Stock Option 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 up to 1% of the paid up share capital of the Company as at 31 March 2017 i.e. '' 282,168,156/- (282,168,156 Equity Shares of '' 1/- each) i.e. 2,821,682 options which upon exercise would result in the issue of 2,821,682 shares of '' 1/-each.

During the F.Y. 2021-22, no options were issued and exercised and 325,440 options were cancelled. As of 31 March 2022, 78,717 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase 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) Regulations, 2014 as amended, is appended herewith as Annexure IV to this Report.

FINANCE

U.S. $ 200,000,000, 2.00 % Resettable Onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at the option of the holders'' of the Bonds (the “Bondholders") after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at ''861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2022, none of the Bondholders have opted for the conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as '' 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s “BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on 30 November 2017.

Tender Offer of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced a launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manager on behalf of the Company to tender an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCC Bonds represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowing facilities from Fifth Third Bank and International Finance Corporation to refinance these Bonds (see note below on Fifth Third Bank and IFC).

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78 per cent. of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

Buy back of the Company’s u.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - September, 2021:

In September 2021, the Company executed a discrete buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 1 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 120.30% of the principal amount (representing 4 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 15 September, 2021, the Company paid an aggregate purchase price of U.S. $ 1,203,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 75.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Buy back of the Company’s u.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - April and May, 2022:

In April 2022, the Company executed a buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 75 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 125.26% of the principal amount (representing 300 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 7 April, 2022, the Company paid an aggregate purchase price of U.S. $ 93,945,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 0.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Following the above buyback in April, 2022, the Company issued a Notice of early redemption to the remaining holders of FCC Bonds for principal value of outstanding U.S. $ 0.75 million for redemption in May, 2022. On 9 May, 2022, the Company paid an aggregate amount of U.S. $ 9,42,860.24 for the Buyback FCCBs, plus accrued but unpaid interest and concluded the redemption of FCC Bonds as per the terms of the Trust Deed.

Subsequently, the FCC Bonds were delisted from the Singapore stock exchange.

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

The Company has 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 initial 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 at an interest margin of 1.95% p.a. over U.S.$ LIBOR .

U.S. $ 200,000,000, Syndication loan, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 200 million. During the period November, 2020 to January, 2021, the ECB Facility for U.S. $ 200 million was raised and the proceeds were utilized for the purpose of refinancing the 4.5% Senior Notes. The ECB Facility was raised from 9 Foreign banks with a maturity of 3.5 years. The interest margin is 3.15%p.a.over U.S. $ LIBOR. The Company refinanced this ECB by availing a new ECB - U.S. $ 228 million Sustainability Linked Loan in March, 2022 (see note below on U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility).

U.S. $ 28,000,000, Fifth Third Bank, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 28 million. The ECB Facility for U.S. $ 28 million was executed in March, 2021 and the Company availed the entire amount in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. The ECB Facility was raised from Fifth Third Bank, National Association with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR. The Company refinanced this ECB by availing a new ECB - U.S. $ 228 million Sustainability Linked Loan in March, 2022 (see note below on U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility).

u.S. $ 40,000,000, international Finance Corporation (iFC), ECB Facility:

The Company has 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 and 2.83%p.a. thereafter.

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

The Company has 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.

credit ratings

• S&P Global has revised Long Term Rating from ‘BB-‘ to ‘BB'' and affirmed Outlook ‘Stable''.

• Fitch Ratings has affirmed Long-Term Issuer Default Rating (IDR) as ‘BB'', Outlook ‘Stable.''

• CRISIL has affirmed Long-Term Rating as ‘AA-‘ and revised Outlook to ‘Positive'' from ‘Stable''. Short term rating reaffirmed as A1 .

• India Ratings and Research (Ind-Ra) has affirmed LongTerm Rating as ‘AA-‘ and revised Outlook to ‘Positive'' from ‘Stable''. Short-Term Rating affirmed 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.

FCC bonds are listed on Singapore Exchange Limited. However, they were subsequently delisted in May, 2022.

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.

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 this Report. Any member interested in obtaining a copy thereof, may write to [e-mail].

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 CSR in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 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%20Policy.pdf

annual return

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2022 is available on the Company''s website at https://glenmarkpharma.com/investors/ reports-presentations/annual-return-secretarial-audit-report-of-gls/

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 2022 and of the profit of the Company for the year ended 31 March 2022;

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

Performance evaluation of the Board, the Committees and the Individual Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

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. 2021-22, 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://glenmark.b-cdn.net/gpl_pdfs/ about_us/familiarisation_programme_for_independent_ directors.pdf

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. Five Board Meetings were convened and held during the year. The Board has a duly constituted Audit Committee with Mr. Rajesh Desai as the Chairman and Mr. Sridhar Gorthi and Mr. Devendra Raj Mehta as members. 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 Annual 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'' website at https://glenmark.b-cdn. net/gpl_pdfs/about_us/nomination_and_remuneration_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. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Annual 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.

During the F.Y. 2021-22 the Risk Management Policy was amended in line with the Regulation 21 of the Listing Regulations. The revised Policy has been approved by the Risk Management Committee and subsequently by the Board.

HUMAN RESOURCES

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, forms part of the notes to the standalone financial statements forming a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, the inclusion of BRR as a part of the Annual Report is mandated for top 1000 listed entities based on the market capitalization. BRR for the F.Y. 2021-22 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRR is appended herewith as Annexure VIII to this Report.

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 Act.

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. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment at workplace.

The Company has ensured wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

One (1) complaint was received and resolved during the F.Y. 2021-22, under the Sexual Harassment of Women at Workplace Act. No Complaint was pending as on 31 March 2022.

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 victimisation 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 Whistleblowers 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 professionals, 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: 27 May 2022

---

Mar 31, 2021

Your Directors have pleasure in presenting the 43rd 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 2021.

FINANCIAL RESULTS

(? in million)
Year ended 31 March 2020		Particulars	Year ended 31 March 2021
Standalone*	Consolidated		Standalone*	Consolidated
67,126.31	106,409.69	Gross Total Revenue	75,679.33	109,439.29
15,160.90	10,632.00	Profit before tax and exceptional item	18,698.65	13,379.30
13,545.48	7,759.70	Profit for the year (aftertax and attributable to shareholders)	16,494.47	9,700.88
(54.22)	67.60	Other Comprehensive Income forthe year (not to be reclassified to P&L)	24.84	44.32
-	(2,524.75)	Other Comprehensive Income for the year(to be reclassified to P&L)	-	822.49
100,593.79	56,149.67	Surplus brought forward from last balance sheet	113,404.70	63,296.78
114,085.05	63,976.97	Profit available for appropriation	129,924.01	73,041.48
		Appropriations:
680.34	680.34	Dividend	705.42	705.42

*Standalone Revenue and Profit before tax and exceptional item amounts represent revenue from continuing operations.

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

DIVIDEND

The Board of the Company had approved the Dividend Distribution Policy on 27 October 2016 in line with Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').The policy is uploaded on the Company''s website atthe link: https:// glenmarkpharma. com/sites/all/themes/glenmark/pdf/governance-policies/ 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 year 2020-21 subjectto 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? 705.42 million.

RESULTS OF OPERATIONS

INDIAN ACCOUNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''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 '' 75,679.33 million as compared to '' 67,126.31 million in the previous year and the Standalone operating profit before tax and exceptional item was '' 18,698.65 million as compared to '' 15,160.90 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of? 109,439.29 million as compared to ? 106,409.69 million in the previous year and the Consolidated operating profit before tax and exceptional item was ? 13,379.30 million as compared to ? 10,632.00 million in the previous year.

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

Mrs. Blanche Saldanha (DIN 00007671) retire by rotation at the ensuing AGM and being eligible offer herself for

re-appointment. The Board has recommended her re-appointmentfor consideration of the Shareholders.

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

APPOINTMENT OF MR. DIPANKAR BHATTACHARJEE:

As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and on the recommendation of Nomination and Remuneration Committee, Mr. Dipankar Bhattacharjee (DIN 08770548) was appointed as Independent Director of the Company through resolution passed by the Board for a period of 5 (Five) years with effect from 14 August 2020. Shareholders of the Company at the AGM held on 29 September 2020 had regularised the appointment of Mr. Dipankar Bhattacharjee.

CESSATION OF DIRECTORSHIP:

Mr. Milind Sarwate was appointed as Non-Executive Independent Director of the Companyfor a term of Five Years commencing from 29 October 2015 to 28 October 2020. As he did not opt for reappointment post completion of his tenure with effect from close of business hours on 28 October 2020, he ceased to be a Director of the Company. The Board deeply appreciated his valuable contribution and support during his term as a Non-Executive Independent Director of the Company.

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They have also affirmed compliance with the Code of Conduct for Independent Directors as prescribed inSchedule IV of the Act.

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 - Executive 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 2021 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.

As on date of this report, Glenmark Life Sciences Limited (GLS) is unlisted material subsidiary incorporated in India. The Company is in compliance with Regulation 24A of the Listing Regulations. Copy of the Secretarial Audit Report of GLS is appended herewith and forms part of this report. The Secretarial Audit Report of GLS does not contain any qualification, reservation, adverse remark or disclaimer.

The policy for determining material subsidiaries may be accessed on the Company''s website at the link: https:// www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/ governance-policies/policv on material subsidiary.pdf

INITIAL PUBLIC OFFER (IPO) OF GLENMARK LIFE SCIENCES LIMITED

Glenmark Life Sciences Limited, a wholly owned subsidiary of the Company on 16 April 2021 has filed a draft red herring prospectus with the Securities and Exchange Board of India for an initial public offer, comprising of a fresh issue and an offer for sale by Glenmark Pharmaceuticals Limited. The IPO will be subject to market conditions, receipt of applicable approvals and other considerations.

DIVESTMENT OF ANTI-ALLERGY BRANDS TO DR REDDY''S

During the year, the Company entered into a definitive agreement with Dr. Reddy''s Laboratories Ltd. to divest its brand Momat Rino (for Russia, Kazakhstan and Uzbekistan), Momat Rino Advance (for Russia), Momat A (for Kazakhstan and Uzbekistan), Glenspray and Glenspray Active (for Ukraine), along with rights to the trademarks, dossiers and patents for the territories mentioned.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this 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 forthe 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.

The Company avails professional advisory services from the following Companies/firms in which the Director is interested:

Trilegal, a firm in which one of the Directors of the Company is a partner.

The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Company''s website at the link: https://www.glenmarkpharma. com/sites/all/themes/glenmark/pdf/governance-policies/ policy on related party transactions and its materiality.pdf

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS:

At the 42nd AGM of the Company held on 29 September 2020, the shareholders had approved appointment of M/s. Suresh Surana & Associates LLP (SSA), Chartered Accountants (ICAI Firm Registration No.121750W/W-100010) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 42nd Annual General Meeting until the conclusion of 47th Annual General Meeting. SSA is the Indian member firm of RSM Network. RSM Network has presence in over 120 countries and are in top 40 major business centres throughout the world. Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI, in pursuance of the Listing Regulations. The Auditors attend the Annual General meeting of the Company. Auditor''s Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.

B. COST AUDITORS:

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Sevekari, Khare & Associates (Registration No. 000084) as the Cost Auditors to auditthe cost records of the Companyfor the F.Y. 2021-22 at a remuneration of? 1.94 million.

The Company has received consent from M/s. Sevekari, Khare & Associates to act as the Cost Auditor for conducting the cost audit of the Company for F.Y. ending 31 March 2022.

Pursuantto Section 148 of the Act read with The 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 accordingly, a resolution seeking ratification has been included in the Notice convening the Annual General Meeting.

C. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company has appointed M/s. R.G.N. Price & Co., to conduct internal auditforthe Company.

D. SECRETARIAL AUDITORS:

In terms of Section 204 of the Act, the Board of the Company at its meeting held on 28 May 2021 has 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. 2021-22.

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 2022.

The Secretarial Audit Report for the F.Y. ended 31 March 2021 is appended herewith as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

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).

CHANGES IN CAPITAL STRUCTURE

There was no change in paid-up share capital in the F.Y. 2020-21.

EMPLOYEE STOCK OPTIONS SCHEME 2016

At the AGM 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 AGM 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 up to 1% of the paid up share capital of the Company as at 31 March 2017 i.e. ''282,168,156/- (282,168,156 Equity Shares of '' 1/- each) i.e. 2,821,682 options which upon exercise would result in the issue of 2,821,682 shares of'' 1/- each.

No options were issued and exercised and 41,666 options were cancelled. As of 31 March 2021, 4,04,247 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase 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) Regulations, 2014 as amended is appended herewith as Annexure IV to this Report.

FINANCE

U.S. $ 200,000,000, 2.00 % Resettable Onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible atthe option of the holders'' of the Bonds (the "Bondholders") after 1 December 2017 and uptothe close of business on 18 June 2022 into equity shares. Each Bond will be convertible atthe option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at '' 861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2021, none of the Bondholders have opted forthe conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides thatthe fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s "BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date.The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

The Bonds are listed on the Singapore stock exchange.

The FCC Bonds were partially bought back in October 2018 (see note below on Buyback). In addition to that, the Company approved for tender and consent solicitation for amendment

of FCC Bonds in February, 2021 (see note below on Tender Offerand ConsentSolicitation).

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This is amended in April, 2021(see note below on Tender Offer and Consent Solicitation).

Buy back of the Company''s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - October, 2018:

In September 2018, the Company approved the launch of buybackof FCC Bonds ("Buyback FCCBs")from existing holders of FCC Bonds ("Buyback Bondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited were appointed as dealer managers, on behalf of the Company to buyback FCC Bonds at a buyback price of 105% of the principal amount outstanding (being U.S. $ 262,500 for each U.S. $ 250,000 of FCC Bonds), up to an aggregate purchase price of U.S. $ 100 million plus accrued and unpaid interest per FCC Bond. In October 2018, the Company agreed to buyback U.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented 43.25% of the aggregate FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 90,825,000 forthe Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCCBs bought back were cancelled and U.S. $ 113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook buyback to monetize the opportunity available and to push maturity of external debt. The Company utilised proceeds from an unsecured External Commercial Borrowing facility of up to U.S.$ 100 million ("ECB Facility") from MUFG Bank, Ltd., Singapore Branch, to refinance these Bonds.

Tender Offer of the Company''s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manger on behalf of the Company to launch a tender offer an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCCBs represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to utilize the loan financing to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowingfacilitiesfrom Fifth Third Bank and International Finance Corporation to refinance these Bonds (see note below on Fifth Third Bank and IFC).

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78 per cent, of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

U.S. $ 200,000,000, 4.5% SENIOR NOTES (NOTES):

The Company issued Notes on 1 August 2016. Maturity of the Notes was on 2 August 2021. The interest on Notes was payable semi-annually in arrears on 1 February and 1 August each year.

The Notes were redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company tied up a Syndicated loan (See note below on Syndicated Loan) to refinance the Notes. The Company redeemed aggregate principal amount of U.S. $ 190,000,000 Notes in December, 2020 and the balance U.S. $ 10,000,000 in January, 2021. The Company paid a redemption premium of 1.125% and accrued and unpaid interest and additional amounts, if any as applicable underOptional redemption.

The Notes were delisted from the Singapore stock exchange in January, 2021.

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

The Company has 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 a 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.

U.S. $ 200,000,000, Syndicated, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 200 million. During the period November 2020 to January 2021, the ECB Facility for U.S. $ 200 million was raised and the proceeds were utilized for the purpose of refinancing the 4.5% Senior Notes. The ECB Facility was raised from 9 Foreign banks with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR. The Company refinanced its Sr. notes well before the scheduled maturity.

U.S. $ 28,000,000, Fifth Third Bank, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 28 million.The ECB Facility for U.S. $ 28 million was executed in March, 2021 and the Company availed the entire amount in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. The ECB Facility was raised from Fifth Third Bank, National Association with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR.

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

The Company has 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 USD 16,574,250 in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. Balance amount may be used by the Company to finance capital expenditure. The ECB Facility was raised from International Finance Corporation with a maturity of 5.7 years. The interest margin is 3.08% p.a. over U.S. $ LIBOR.

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.

Bonds are listed on Singapore Exchange 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, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.

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 Investor Education and Protection Fund, are provided in the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

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 this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Ministry of Corporate Affairs (MCA) has amended the Companies (Corporate Social Responsibility Policy) Rules, 2014 through notification dated 22 January 2021 and brought major changes in the Rules through the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.The CSR Committee and the Board has approved revised CSR Policy in line with The Companies (Corporate Social Responsibility Policy) Amendments Rules, 2021 and same is available on Company''s website at: https://www.glenmarkpharma.com/ sites/all/themes/glenmark/pdf/governance-policies/policy-on-corporate-social-responsibility 2021.pdf

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.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) COMMITTEE

During the year, the Board has formulated a dedicated ESG committee comprising Ms. Saira Ramasastry and Mr. Dipankar Bhattacharjee, Independent Directors as members and is chaired by Mr. Glenn Saldanha, Chairman & Managing Director.

The ESG committee is established to ensure effective and consistent engagement of our senior management in emerging ESG risks and opportunities. The committee''s objective is to inculcate a long-term time horizon in business decision making and a panoramic approach to risk management.

Our ESG committee''s focus is on incorporating ESG considerations across business functions spanning stakeholder interactions, risk management, manufacturing operations, workforce engagement, supply chain management among others.

The ESG committee will play a key role in apprising progress on the Company''s ESG strategy encompassing goals and targets curated to unlock positive outcomes for our economy, environment and the society.

ANNUAL RETURN

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2021 is available on the Company''s website at https://www.glenmarkpharma.com/ sites/default/files/AnnualReturnFY2020-21.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 2021 and of the profit of the Company for the yearended31 March 2021;

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

Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

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 Directors, the working of the Company, changes in the regulatory environment, etc.

The familiarization programme may be accessed on the Company''s website at the link: https://www.glenmarkpharma. com/sites/all/themes/glenmark/pdf/governance-policies/ familiarisation_programme_for_independent_ directors.pdf

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. Four Board Meetings were convened and held during the year. The Board has constituted an Audit Committee with Mr. Rajesh Desai as the Chairman and Mr. Sridhar Gorthi, Mr. Devendra RajMehta as Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Actand 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, Key Managerial Personnel (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 the link: https://www.glenmarkpharma. com/sites/all/themes/glenmark/pdf/governance-policies/ nomination_and_remuneration_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. On a quarterly basis, the Risk Management Committee reviews critical risks on a rotational basis in line with the risk management plan to measure effectiveness of mitigation actions defined against critical risks and its impact on overall risk exposure of the Company The details of risk management have been included in the Management Discussion and Analysis Report, which forms part of this 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.

HUMAN RESOURCES

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 Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

SUSTAINABILITY

BUSINESS RESPONSIBILITY REPORT (BRR)

In accordance with Regulation 34(2) of the Listing Regulations, the inclusion of BRR as a part of the Annual Report is mandated fortop 1000 listed entities based onthe market capitalization. BRR for the F.Y. 2020-21 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRR is appended herewith as Annexure VIII to this Report. The full Report on sustainability will be available on Company''s website www.glenmarkpharma.com.

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 Act.

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 received 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 the 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.

One (1) complaint was received and addressed during the F.Y. 2020-21 underthe Sexual Harassment ofWomen at Workplace Act. No Complaint was pending ason31 March 2021.

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 victimisation 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 Whistleblowers Policy may be accessed on the Company''s website at the link: https://www.glenmarkpharma.com/sites/ all/themes/glenmark/pdf/governance-policies/whistle_ blower_policy.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 registerthe 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 professionals, bankers, financial institutions including investors for their valuable sustainable supportand co-operation.

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

Forand on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director (DIN 00050607)

Place: Mumbai Date: 28 May 2021

---

Mar 31, 2018

The Directors have pleasure in presenting the 40th Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (FY.) ended 31 March 2018.

FINANCIAL RESULTS

(Rs. in Million)

2017 - 2018	2016 - 2017	Particulars	2017 - 2018	2016 - 2017
Standalone			Consolidated
Ind AS	Ind AS		Ind AS	Ind AS
15,279.27	30,468.81	Profit before Finance Costs, Depreciation & Taxes	17,067.73	20,740.65
1,908.98	1,526.02	Less: Finance Costs	2,855.67	2,373.18
1,182.04	1,049.32	Less: Depreciation and amortization	3,018.76	2,643.68
-	2,364.51	Less: Exceptional item	-	809.49
2,044.78	4,122.88	Less: Total Tax	3,154.60	3,826.77
10,143.47	21,406.08	Profit after Tax	8,038.70	11,087.53

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

DIVIDEND

The Board of the Company had approved the Dividend Distribution Policy on 27 October 2016 in line with 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://www. glenmarkpharma.com/sites/all/themes/glenmark/pdf/ governance-policies/Dividend-Distribution-Policy.pdf

In line with the said Policy, your Directors have recommended a Dividend of 200% (? 2 per equity share of Rs.1 each) to be appropriated from the profits of the year 2017-18 subject to the approval of the Shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable Listing Regulations. The dividend, if approved, will result in an outflow of Rs.680.34 million (including dividend tax).

RESULTS OF OPERATIONS

Indian Accounting Standards (Ind AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

The Company has also voluntarily presented the consolidated results in accordance with the recognition and measurement principles as per International Financial Reporting Standards (IFRS).

On Standalone basis the Company achieved gross revenue of Rs.66,123.06 million and the Standalone operating profit before finance costs, depreciation & tax was Rs.15,279.27 million as compared to Rs.30,468.81 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs.91,944.70 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs.17,067.73 million as compared to Rs.20,740.65 million in the previous year.

CORPORATE GOVERNANCE

Your 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 Auditors confirming compliance with the aforesaid Regulations forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Blanche Saldanha and Mr. Rajesh Desai Non-Executive Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board has recommended their re-appointment for consideration of the Shareholders.

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of Listing Regulations.

Re-Appointment of Independent Directors

Mr. Sridhar Gorthi, Mr. J. F. Ribeiro, Mr. D. R Mehta, Mr. Bernard Munos and Dr. Brian W. Tempest, hold office as Independent Director up to 31 March 2019. On the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 29 May 2018 has re-appointed Mr. Sridhar Gorthi, Mr. J. F. Ribeiro, Mr. D. R Mehta, Mr. Bernard Munos and Dr. Brian W. Tempest as the Independent Directors for a term of five years with effect from 1 April 2019, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

Appointment of Mr. V S Mani

On the recommendation of Nomination and Remuneration Committee, Mr. V S Mani (DIN 01082878) was appointed as an Additional Director of the Company at Board meeting held on 29 May 2018. The Board at the same meeting also appointed Mr. V S Mani as a Whole-time Director designated as “Executive Director & Global Chief Financial Officer” liable to retire by rotation for a period of 5 (Five) years with effect from 29 May 2018, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting.

Brief profile of Mr. V S Mani is given in the Notice convening the 40th Annual General Meeting, for the reference of the Shareholders.

Key Managerial Personnel:

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

Mr. Glenn Saldanha - Chairman & Managing Director

Mrs. Cherylann Pinto - Director - Corporate Affairs

Mr. Murali Neelakantan - Executive Director - Global General Counsel (with effect from 11 May 2017 upto 29 May 2018)

Mr. P. Ganesh - President & Global Chief Financial Officer (upto 15 November 2017)

Mr. V. S. Mani - President & Global Chief Financial Officer (with effect from 16 November 2017)

Mr. Harish Kuber - Company Secretary & Compliance Officer

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As per Section 129(3) of the Companies Act, 2013 and Listing Regulations, the Consolidated Financial Statements of the Company and all its subsidiaries for the year ended 31 March 2018 prepared in accordance with Indian Accounting Standards (Ind As) and International Financial Reporting Standards (IFRS) forms part of the Annual Report. Further, in terms of the first proviso of Section 129(3) of the Companies Act, 2013 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.

During the F.Y. 2017-18 Glenmark Pharmaceuticals Singapore Pte. Ltd. was formed as Wholly Owned Subsidiary of the Company.

The policy for determining material subsidiaries may be accessed on the Company’s website at the link: https://www.glenmarkpharma.com/sites/all/ themes/glenmark/pdf/governance-policies/policy_ on_material_subsidiary.pdf

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. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure II to this report.

The Board at its meeting held on 29 May 2018, had approved a revised policy of Related Party Transactions.

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.

The Company avails professional advisory services from the following Companies/firms in which the Directors are interested:

Trilegal, a firm in which one of the Directors of the Company is a partner and the Company has paid to it Rs.1.6 million as sitting fees.

The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Company’s website at the link: https:/ywww.glenmarkpharma.com/sites/all/themes/ glenmark/pdf/governance-policies/policy_on_ related_party_transactions_and_its_materiality.pdf

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N), were appointed as Auditors at the 37th Annual General Meeting held on 22 September 2015 for a term of five years i.e., till the conclusion of the 42nd Annual General Meeting of the Company which was subject to ratification at every Annual General Meeting till the conclusion of 41st Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the F.Y. 2018-19 at a remuneration of Rs.1.45 million.

Pursuant to Section 148 of the Companies Act, 2013 read with The 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 Companies Act, 2013, the remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 14 of the Notice convening the Annual General Meeting.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company have appointed M/s. R.G.N. Price & Co., to conduct internal audit for the Company.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013, the Board of the Company at its meeting held on 29 May 2018 has appointed Mr. Surjan Singh Rauthan, proprieter of M/s. S. S. Rauthan & Associates, Practicing Company Secretaries to conduct an audit of the secretarial records for the F.Y. 2018-19.

The Company has received consent from Mr. Surjan Singh Rauthan, proprieter of M/s. S. S. Rauthan & Associates, Practicing Company Secretaries to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2019.

The Secretarial Audit Report for the F.Y. ended 31 March 2018 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 Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

CHANGES IN CAPITAL STRUCTURE

There is no change in paid-up share capital in the F.Y. 2017-18.

Employee Stock Options Schemes: Employee Stock Options Scheme 2003

No employee was issued Stock Options during the year. As on 31 March 2018; 47,000 options were cancelled and no options were outstanding.

The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended is appended herewith as Annexure IV-A to this Report.

Employee Stock Options Scheme 2016

The Shareholders’ of the Company at the Annual General Meeting of the Company held on 12 August 2016 had approved, a new 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 Rs.800 to Rs.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. Rs.282,168,156/-(282,168,156 Equity Shares of Rs.1/- each) i.e. 2,821,682 options which upon exercise would result in the issue of 2,821,682 shares of Rs.1/- each.

25,306 options were issued under ESOS 2016;

75,377 options were cancelled and no options were exercised. As of 31 March 2018, 569,686 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase 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) Regulations, 2014 as amended is appended herewith as Annexure IV-B to this Report.

FINANCE

The Company had issued U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds) and U.S. $ 200,000,000, 4.5% Senior Notes (Notes), the brief description of the same is provided herein below:

U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds will be convertible at the option of the holders’ of the Bonds (the “Bondholders”) at any time on or after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity share at an initial conversion price to be determined on 30 November 2017.

On 30 November 2017 the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds, subject to any further adjustments according to conditions) at Rs.861.84 as determined in accordance with condition 6.1.3 of the Trust Deed.

On 30 November 2017 the Company confirmed the Fixed Exchange Rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the Fixed Exchange Rate shall be the FX rate (INR per US$ 1) based on Bloomberg’s “BFIX” USDINR Spot Mid Price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

Each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder’s Bonds, on 28 July 2021, at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021.

The Bonds are listed on the Singapore Stock Exchange.

U.S. $ 200,000,000, 4.5% Senior Notes (Notes):

The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.

The interest on Notes will be payable semi-annually in arrears on 1 February and 1 August each year. The final interest payment and the payment of principal will occur on 2 August 2021.

The Notes are Redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company, at its discretion, may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount, plus the applicable redemption premium, and accrued and unpaid interest and additional amounts, if any.

The Notes are listed on the Singapore Stock Exchange.

LISTING AT STOCK EXCHANGES

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

Bonds and Notes are listed on Singapore Exchange 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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013 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 as forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including the composition of the CSR Committee is appended herewith as Annexure VII to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3) (c) and 134 (5) of the Companies Act, 2013, 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 2018 and of the profit of the Company for the year ended 31 March 2018;

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

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

Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

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 Directors, the working of the Company, changes in the regulatory environment, etc.

The familiarization programme may be accessed on the Company’s website at the link: https://www. glenmarkpharma.com/sites/all/themes/glenmark/pdf/ governance-policies/familiarisation_programme_for_ independent_directors.pdf

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Four Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. Julio F. Ribeiro as the Chairman and Mr. Sridhar Gorthi and Mr. Milind Sarwate as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Regulation 19(4) of Listing Regulations our policy on the appointment of Directors including Independent Directors, Key Managerial Personnel (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 strategies their recruitment plans for the strategic growth of the Company. The Nomination & Remuneration Policy may be accessed on the Company’s website at the link: https://www.glenmarkpharma.com/sites/ all/themes/glenmark/pdf/governance-policies/ nomination_and_remuneration_policy.pdf

GREEN INITIATIVE

The Ministry of Corporate Affairs had undertaken the Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

Your 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.

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. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Annual 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.

HUMAN RESOURCES

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 Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

SUSTAINABILITY

Business Responsibility Report (BRR)

In accordance with Regulation 34(2) of the Listing Regulations the inclusion of BRR as a part of the Annual Report is mandated for top 500 listed entities based on the market capitalization. BRR for the year 2017-18 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRR is appended herewith as Annexure IX to this Report. The full Report on BRR will be available on Company’s website www.glenmarkpharma.com. Any Shareholder interested in obtaining a physical copy of the same may write to the Company Secretary & Compliance Officer at the Corporate Office of the Company.

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 Wholetime 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 conducting sessions throughout the Company.

2 complaints were received and addressed during the F.Y. 2017-18, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

APPRECIATION AND ACKNOWLEDGEMENTS

Your 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.

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

For and on behalf of the Board of Directors

Glenn Saldanha

Place: Mumbai Chairman & Managing Director

Date: 29 May 2018 (DIN 00050607)

---

Mar 31, 2017

The Directors have pleasure in presenting their 39th Annual Report and Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2017.

FINANCIAL RESULTS

Rs. in Million

2016 - 2017	2015 - 2016		2016 - 2017	2015 - 2016
Standalone		Particulars	Consolidated
Ind AS	Ind AS		Ind AS	Ind AS
30,468.81	18,825.62	Profit before Finance Costs, Depreciation & Taxes	20,740.65	14,571.52
1,526.02	362.24	Less: Finance Costs	2,373.18	1,788.85
1,049.32	998.10	Less: Depreciation and amortization	2,643.68	2,342.84
2,364.51	-	Less: Exceptional item	809.49	-
4,122.88	2,622.61	Less: Total tax	3,826.77	3,009.38
21,406.08	14,842.67	Profit after Tax	11,087.53	7,430.45

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

DIVIDEND

The Board of the Company had approved the Dividend Distribution Policy on 27 October 2016 in line with Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy is uploaded on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/Dividend-Distribution-Policy.pdf

In line with the said Policy, your Directors have recommended a Dividend of 200% (Rs.2 per equity share of Rs.1 each) to be appropriated from the profits of the year 2016-17 subject to the approval of the Shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs.679.22 million (including dividend tax).

RESULTS OF OPERATIONS

Indian Accounting Standards (Ind AS)

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act. These financial statements for the year ended 31 March 2017 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended 31 March 2016, the Company had prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.

The Company has also voluntarily presented the consolidated results in accordance with the recognition and measurement principles as per International Financial Reporting Standards (IFRS).

On Standalone basis the Company achieved gross revenue of Rs.82,437.39 million and the Standalone operating profit before finance costs, depreciation & tax was Rs.30,468.81 million as compared to Rs.18,825.62 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs.92,230.46 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs.20,740.65 million as compared to Rs.14,571.52 million in the previous year.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance with the aforesaid Regulations forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Glenn Saldanha (DIN 00050607), Chairman and Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board has recommended his re-appointment for consideration of the Shareholders.

All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change in designation of Director:

Mr. Rajesh Desai (DIN 00050838) ceased to be an Executive Director with effect from close of working hours on 31 March 2017 due to his superannuation. Mr. Desai has been with the Company for over thirty-four years and contributed significantly in shaping the growth and sustained success of the Company. Mr. Desai is continuing to be on the Board as a Non-Executive Director of the Company.

Re-Appointment of Mr. Glenn Saldanha as Chairman & Managing Director and Re-Appointment of Mrs. Cherylann Pinto as Director - Corporate Affairs:

Mr. Glenn Saldanha (DIN 00050607), Chairman & Managing Director holds office as Chairman & Managing Director upto 15 May 2017. On the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 11 May 2017 has re-appointed Mr. Glenn Saldanha as the Chairman & Managing Director for a term of five years with effect from 16 May 2017, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The service contract can be terminated with a notice of six months.

Mrs. Cherylann Pinto (DIN 00111844), Director - Corporate Affairs holds office as an Executive Director upto 15 May 2017. On the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 11 May 2017 has re-appointed Mrs. Cherylann Pinto as an Executive Director designated as ‘Director - Corporate Affairs’ for a term of five years with effect from 16 May 2017, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The service contract can be terminated with a notice of six months.

Appointment of Mr. Murali Neelakantan:

On the recommendation of Nomination and Remuneration Committee, Mr. Murali Neelakantan (DIN 02453014) was appointed as an Additional Director of the Company at Board meeting held on 11 May 2017. The Board at the same meeting also appointed Mr. Murali Neelakantan as a Whole-time Director designated as ‘Executive Director - Global General Counsel’, liable to retire by rotation, for a period of 5 (Five) years with effect from 11 May 2017, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a Shareholder of your Company, signifying his intention to propose the name of Mr. Murali Neelakantan, for appointment as a Director of your Company. Brief profile of Mr. Murali Neelakantan is given in the Notice convening the 39th Annual General Meeting, for the reference of the Shareholders.

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 -Director - Corporate Affairs

Mr. Rajesh Desai- Executive Director (upto close of working hours on 31 March 2017)

Mr. P Ganesh, President & Global Chief Financial Officer (with effect from 12 May 2016)

Mr. Harish Kuber, Company Secretary & Compliance Officer (with effect from 2 February 2017)

Mr. Sanjay Kumar Chowdhary, Company Secretary & Compliance Officer (Upto 31 October 2016)

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As per Section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements of the Company and all its subsidiaries for the year ended 31 March 2017 prepared in accordance with Indian Accounting Standards (Ind As) and International Financial Reporting Standards (IFRS) 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.

During the F.Y. 2016-17

- Glenmark-Pharmaceuticals Ecuador S.A., Ecuador was formed as Wholly Owned subsidiary of the Company.

- Two new step down subsidiaries were incorporated which are as under:

Glenmark Pharmaceuticals Nordic AB, Spain

Glenmark Ukraine LLC, Ukraine

- Glenmark Pharmaceuticals SP Z.O.O. was merged with Glenmark Distributors SP Z.O.O. and the name of Glenmark Distributors SP Z.O.O. was changed to Glenmark Pharmaceuticals SP Z.O.O.

The policy for determining material subsidiaries may be accessed on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_material_subsidiary.pdf

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.

Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure II to this report.

The Company avails professional advisory services from the following Companies/firms in which the Directors are interested:

- Trilegal, a firm in which one of the Directors of the Company is a partner and the Company has paid to them Rs.6.29 Million for availing professional services (including sitting fees);

The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_related_ party_transactions_and_its_materiality.pdf

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N), were appointed as Auditors at the 37th Annual General Meeting held on 22 September 2015 for a term of five years i.e., till the conclusion of the 42nd Annual General Meeting of the Company which was subject to ratification at every Annual General Meeting till the conclusion of 41st Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, a resolution seeking ratification of the Auditors has been included as Item No. 5 of the Notice convening the Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Your Directors, on the recommendation of the Audit Committee have re-appointed Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the F.Y. 2017-18 at a remuneration of Rs.1.40 million.

Pursuant to Section 148 of the Companies Act, 2013 read with The 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 Companies Act, 2013, the remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 10 of the Notice convening the Annual General Meeting. The Cost Audit Report for the F.Y. 2015-16 has been filed with the Ministry of Corporate Affairs on 9 September 2016.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, the Board of the Company at it’s meeting held on 11 May 2017 has appointed M/s. MARK & Associates Company Secretaries LLP, to conduct an audit of the secretarial records for the F.Y. 2017-18.

The Company has received consent from M/s. MARK & Associates Company Secretaries LLP to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2018.

The Secretarial Audit Report for the F.Y. ended 31 March 2017 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 Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

GOODS AND SERVICE TAX

Goods and Service Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide significant growth stimulus to the business and contribute to the Prime Minister’s mission of ‘Make in India’. Your Company has been preparing for migrating to GST for the past year; changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST would bring in. The Government has announced it’s intention to go live on GST on 1 July 2017 and your Company is getting ready for this transformative reform.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees’ Stock Options:

During the year, the Company allotted 10,000 Equity Shares of Rs.1/- each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the Employee Stock Option Scheme 2003. Due to this the paid-up share capital of the Company has increased from Rs.282,158,156 to Rs.282,168,156.

Employee Stock Options Schemes:

Employee Stock Options Scheme 2003

No employee was issued Stock Options during the year.

As on 31 March 2017; 10,000 options were exercised, 27,500 options were cancelled and 47,000 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase 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) Regulations, 2014 as amended are appended herewith as Annexure IV-A to this Report.

Employee Stock Options Scheme 2016

The Shareholders’ of the Company at the previous Annual General Meeting of the Company held on 12 August 2016 had approved, a new 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.

6,40,695 options were issued under ESOS 2016; 20,938 options were cancelled and no options were exercised. As of 31 March 2017, 6,19,757 options were outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

The information is in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended are appended herewith as Annexure IV-B to this Report.

FINANCE

During the year, the Company issued U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds) and U.S.$ 200,000,000, 4.5% Senior Notes (Notes), the brief description of the same is provided herein below:

U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds):

The Company issued Bonds on 28 June 2016. The Bonds will be convertible at the option of the holders’ of the Bonds (the “Bondholders”) at any time on or after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at an initial conversion price to be determined on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

Each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder’s Bonds, on 28 July 2021, at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021.

The Bonds are listed on the Singapore Stock Exchange.

U.S. $ 200,000,000, 4.5% Senior Notes (Notes) :

The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.

The interest on Notes will be payable semi-annually in arrears on 1 February and 1 August each year. The final interest payment and the payment of principal will occur on 2 August 2021.

The Notes are Redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company, at its discretion, may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount, plus the applicable redemption premium and accrued and unpaid interest and additional amounts, if any.

The Notes are listed on the Singapore Stock Exchange.

LISTING AT STOCK EXCHANGES

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

Bonds and Notes are listed on Singapore Exchange 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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.

PA RTICULARS OF EMPLOYEES

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013 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 as forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including the composition of the CSR Committee is appended herewith as Annexure VII to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3) (c) and 134 (5) of the Companies Act, 2013, 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 2017 and of the profit of the Company for the year ended 31 March 2017;

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

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

Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, changes in the regulatory environment, etc.

The familiarization programme may be accessed on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/familiarisation_ programme_for_independent_directors.pdf

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Four Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. Julio F. Ribeiro as Chairman and Mr. Sridhar Gorthi and Mr. Milind Sarwate as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 our policy on the appointment of Directors including Independent Directors, Key Managerial Personnel (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 strategises their recruitment plans for the strategic growth of the Company. The Nomination & Remuneration Policy may be accessed on the company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/nomination_and_ remuneration_policy.pdf

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

Your 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.

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. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Annual 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.

HUMAN RESOURCES

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

PA RTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

SUSTAINABILITY

Business Responsibility Report (BRR)

In accordance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the inclusion of BRR as a part of the Annual Report is mandated for top 500 listed entities based on the market capitalisation. BRR for the year 2016-17 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRR is appended herewith as Annexure IX to this Report. The full Report on BRR will be available on Company’s website www.glenmarkpharma.com. Any Shareholder interested in obtaining a physical copy of the same may write to the Company Secretary & Compliance Officer at the Corporate Office of the Company.

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 Act.

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 conducting sessions throughout the Company.

4 complaints were received and addressed during the F.Y. 2016-17, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

APPRECIATION AND ACKNOWLEDGEMENTS

Your 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.

Your 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: 11 May 2017

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report and Audited Accounts of the Company for the year ended 31 March 2015. The standalone audited figures for the current year under review and the previous year are not comparable as the current year figures include figures of Glenmark Generics Limited and Glenmark Access Limited which amalgamated with the Company, the appointed date being 1 April 2014.

Financial Results

(Rs. in Million)

2014- 2013- Particulars 2014- 2013- 2015 2014 2015 2014

Standalone Consolidated

Indian Indian IFRS IFRS GAAP GAAP

13,536.19 5,266.11 Profit before 10,429.82 10,956.21 Finance Costs, Depreciation & Taxes

26.14 (55.13) Less: Finance 1,887.19 1,819.50 Costs (Net)

1,194.60 302.00 Less: Depreciation 2,599.80 2,167.95 and amortization

2,240.20 681.00 Less: Tax 1,190.43 1,512.73 (Current Year & Deferred Tax)

10,075.25 4,338.24 Profit after Tax 4,752.40 5,456.03

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

Dividend

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2014 - 2015 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs. 656.10 million (including dividend tax).

Results of Operations

On Standalone basis the Company achieved gross revenue of Rs. 51,677.30 million and the Standalone operating profit before finance costs, depreciation & tax was Rs. 13,536.19 million. As mentioned above, the standalone audited figures for the current year are not comparable with that of the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs. 66,297.52 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs. 10,429.82 million as compared to Rs. 10,956.21 million in the previous year.

Amalgamation of Glenmark Generics Limited and Glenmark Access Limited with the Company

The Board of Directors at their meeting held on 31 January 2014 had approved the amalgamation of its subsidiaries Glenmark Generics Limited and Glenmark Access Limited ("Transferor Companies") with the Company in accordance with the provisions of Sections 391 to 394 of the Companies Act, 1956 with the Appointed date being 1 April 2014, subject to the sanction/approval of the High Court of Judicature at Bombay, Mumbai ("The High Court") and other appropriate regulatory authorities. The High Court had vide its order dated 20 March 2015 approved the amalgamation and the Company had filed the copy of the order with the Registrar of Companies, Mumbai on 10 April 2015 being the effective date.

Corporate Governance

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Practising Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

Directors

Mrs. Cherylann Pinto retires by rotation at ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors have recommended her re-appointment for consideration of the Shareholders. All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Hocine Sidi Said resigned as a Board Member w.e.f. 25 November 2014 due to his other commitments. The Board placed on record its sincere appreciation for his valuable guidance and contribution during his tenure as a Board Member.

Subsidiaries, Joint Ventures and Associate Companies

As per Section 129(3) of the Companies Act, 2013 and the Listing Agreement, the Consolidated Financial Statements of the Company and all its subsidiaries for the year ended 31 March 2015 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a 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 this Report.

The policy for determining material subsidiaries may be accessed on the Company's website at the link: http://www.glenmarkpharma. com/UITemplate/HtmlContainer.aspx?res=P GLN Rightslug

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 a.m. to 1 p.m.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

Particulars of Contract or Arrangements with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, is appended herewith as Annexure II to this report.

The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the company's website at the link: http://www.glenmarkpharma.com/UITemplate/ HtmlContainer.aspx?res=P GLN Rightslug

Auditors and Auditors Report Statutory Auditors

The Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. In terms of the provisions of Section 139 of the Companies Act, 2013, the Auditors need to be appointed for a term of 5 years so as to hold office from the ensuing Annual General Meeting till the conclusion of the Sixth Annual General Meeting subject to ratification by the members at each Annual General Meeting. The proposal for their re-appointment is included as Item No. 4 of the Notice convening the Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Your Directors, on the recommendation of the Audit Committee have re-appointed Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the Financial Year 2015-2016 at a remuneration of Rs. 1.15 million.

Pursuant to Section 148 of the Companies Act, 2013 read with The 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 Companies Act, 2013, the remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking your ratification has been included as Item No. 5 of the Notice convening the Annual General Meeting. The Cost Audit Report for the F.Y. 2013-14 has been filed on 22 August 2014.

Secretarial Auditor

The Board had appointed S.S. Rauthan & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the F.Y. 2014-15. The Secretarial Audit Report for the financial year ended 31 March 2015 is appended herewith as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

Changes in Capital Structure

Issue of shares on exercise of Employees' Stock Options

During the year, we allotted 70,900 Equity Shares of Rs. 1/- each (on pari passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 271,223,653 to 271,294,553 shares as at 31 March 2015.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are appended herewith as Annexure IV to this Report.

No employee was issued Stock Options during the year. As on 31 March 2015 there are 164,800 options outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

Listing at Stock Exchanges

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.

Particulars of Employees

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013 read with Rule 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 as an Annexure forming part of this Report.

Corporate Social Responsibility (CSR)

The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including the composition of the CSR Committee is appended herewith as Annexure VII to this Report.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3) (c) and 134 (5) of the Companies Act, 2013, 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 judgements 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 2015 and of the profit of the Company for the year ended 31 March 2015;

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

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

Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Policy

Our policy on the appointment of Directors including Independent Directors, Key Managerial Personnel (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 strategises their recruitment plans for the strategic growth of the Company. The policy is provided herewith pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Clause 49(IV) (B) (4) of the Listing Agreement.

Introduction

The Company believes that human resources as an asset are invaluable and play an integral part in the growth and success of the Company.

The Company also acknowledges that a Board with diversified expertise and experience, adequate mix of Executive and Independent Directors, provides the desired vision, governance structure and mission to the Company in order to enable it to achieve its goals.

Objective and Purpose of the Policy

In line with the requirements of the listing agreement and the Companies Act, 2013, the objectives and purpose of the policy are as under:

* To formulate the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and to recommend their appointment/removal;

* To lay out the remuneration principles for the directors, KMP and other employees;

* To formulate the criteria for evaluation of the Board and all the directors;

* To devise a policy on Board Diversity;

* To lay down the criteria for identifying people who can be appointed in senior management and recommend their appointment.

Terms and References:

In this Policy, the following terms shall have the following meanings:

"The Board" means the Board of Directors of the Company. "Director" means a director of a company.

"Committee" means the Nomination and Remuneration Committee as constituted or reconstituted by the Board, in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

"Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

"Key Managerial Personnel" (KMP) means

* the Chief Executive Officer or the Managing Director or the manager;

* the Whole-Time Director;

* the Chief Financial Officer; and

* the Company Secretary;

and such other officer as may be prescribed under the Companies Act, 2013 from time to time.

Senior Management means personnel of the Company who are members of its core management team excluding the Board and all members of the management one level below the Executive Directors.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and Listing Agreement as may be amended from time to time shall have the same meaning assigned to them therein.

Policy for the appointment and removal of Directors, KMP and Senior Management:

The criteria for the appointment of Directors, KMP and Senior Management are as follows:

* The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

* The candidate shall possess adequate qualification, expertise and experience for the position he/she is considered for appointment.

* The appointment of any Whole-Time Director/KMP/Senior Management shall also be governed by the prevailing employment policies of the Company.

* A Whole-Time KMP of the Company shall not hold office in more than one Company except in its subsidiary company at the same time. However, a Whole-Time KMP can be appointed as a Director in any company subject to the same being intimated to the Board or being in accordance with the policy of the Company.

* In case of an Independent Director, the proposed appointee should possess the desired attributes and should not suffer from any disqualifications as prescribed under Section 149(6) read with the relevant rules and Clause 49 (II) (B) of the equity listing agreement.

Term/Tenure:

* Managing Director/Whole-time Director:

The Company may appoint or re-appoint a person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.

* Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for another term up to five consecutive years. No Independent Director shall hold office for more than two consecutive terms. The terms and conditions of appointment will be as prescribed from time to time under the Companies Act, 2013 and the Listing Agreement.

Removal:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder or for such other compelling reasons, the Committee may recommend to the Board with reasons recorded in writing, removal of an Independent Director, KMP or Senior Management Personnel subject to the provisions and compliance to the Act, Rules and Regulations and applicable policies of the Company.

Retirement:

The Independent Directors shall not be liable to retire by rotation. The other Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and prevailing policies of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP or other Senior Management Personnel in the same position/remuneration or otherwise, for the benefit of the Company.

Policy relating to the Remuneration for the Whole-Time Director, KMP and other employees:

* The remuneration should be reasonable and sufficient in order to justify the position and responsibility and to retain the Directors;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

* Remuneration to Whole-Time Directors, KMP and Senior Management Personnel and other employees involves a clear balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Remuneration to Whole-time Directors, KMP, Senior Management and other employees:

* Remuneration to the Directors will be determined by the Committee and recommended to the Board. The same shall be subject to the approval of the shareholders.

* Increments to the existing remuneration of the Directors shall be approved by the Committee within the overall limits as approved by the shareholders and placed before the Board.

* Increments to the existing remuneration of KMP and Senior Management will be approved by the committee and recommended to the Board.

* While determining the remuneration/ compensation/ benefits, etc. to the Whole-Time Directors, KMP and Senior Management Personnel and other employees, the Committee shall keep in mind the following criteria:

* That the remuneration is aligned with market when compared to relevant peer companies;

* Understandable and valuable to the talent the Company wishes to attract, motivate, engage and retain.

Remuneration to Non-Executive/Independent Directors:

* Sitting Fees:

Non-Executive/Independent Directors shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The Board may at its discretion revise the sitting fees payable to the Non-Executive/Independent Directors from time to time provided that the amount of such fees shall not exceed the limits prescribed under the Companies Act, 2013 or rules made thereunder.

Green Initiative

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that they take necessary steps for registering same so that you can also become a part of the initiative and contribute towards a Greener environment.

Risk Management Policy

The Company has put in place an Enterprise Risk Management Policy. The Risk register is updated at regular intervals. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Report.

Human Resources

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 Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

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 Act.

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

3. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

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

5. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appreciation and Acknowledgements

Your 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.

Your 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

Place: Mumbai Date: 29 May 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 36th Annual Report and Audited Accounts of the Company for the year ended 31 March 2014.

Financial Results

Rs. In Million

2013-2014 2012-2013 2013-2014 2012-2013

Standalone Particulars Consolidated

Indian GAAP Indian GAAP IFRS IFRS

5,631.02 4,486.89 Profit before Finance Costs, Depreciation & Taxes 10,956.21 10,217.63

309.78 436.94 Less: Finance Costs (Net) 1,819.50 1,557.49

302.00 250.41 Less: Depreciation 2,167.95 1,270.09

681.00 (61.53) Less: Tax (Current Year & Deferred Tax) 1,512.73 1,107.15

4,338.24 3,861.07 Profit after Tax 5,456.03 6,282.90

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2013 - 2014 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs. 634.64 million (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2014 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis the Company achieved a revenue of Rs. 23,009.04 million and the Standalone operating profit before finance costs, depreciation & tax was Rs. 5,631.02 million as compared to Rs. 4,486.89 million in the previous year.

On Consolidated basis the Company achieved a revenue of Rs. 60,051.97 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs. 10,956.21 million as compared to Rs. 10,217.63 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees'' Stock Options

During the year, we allotted 3,70,000 Equity Shares of Rs. 1 each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 270,853,653 to 271,223,653 shares as at 31 March 2014.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

No employee was issued Stock Option during the year. As on 31 March 2014 there are 2,82,100 options outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

LISTING AT STOCK EXCHANGES

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year the name of the subsidiary, Glenmark Pharmaceuticals Colombia Ltda. was changed to Glenmark Pharmaceuticals Colombia SAS.

The Ministry of Corporate Affairs had vide its General Circular No. : 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act, 1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss account and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit & Loss Account and annexures thereto of the subsidiaries. The Audited Accounts of the subsidiaries together with its Directors'' Report and Auditors'' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Director''s Re-appointment

Mrs. B. E. Saldanha retires by rotation and being eligible offers herself for re-appointment at this Annual General Meeting. The Board of Directors have recommended her re-appointment for consideration of the Shareholders.

In terms of the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. N. B. Desai, Mr. J. F. Ribeiro, Mr. Sridhar Corthi, Mr. D. R. Mehta, Mr. Hocine Sidi Said, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors for a term of five (5) consecutive years upto 31 March 2019. Details of the proposal for appointment of Mr. Desai, Mr. Ribeiro, Mr. Corthi, Mr. Mehta, Mr. Sidi Said, Mr. Munos and Dr. Tempest are enumerated in the Explanatory Statement of the notice convening the 36th Annual General Meeting of the Company.

COST AUDITORS

M/s. Sevekari, Khare & Associates (Registration No. 000084) are the Cost Auditors of the Company. They have been re-appointed as cost auditors for the Financial Year 2014-2015.

Due date for filing of Cost Audit Report for the Financial Year 2013- 2014 is 30 September 2014.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

AMALGAMATION OF GLENMARK GENERICS LIMITED AND GLENMARK ACCESS LIMITED WITH THE COMPANY

The Board of Directors of the Company at their meeting held on 31 January 2014 had approved the amalgamation of its subsidiaries Glenmark Generics Limited and Glenmark Access Limited ("Transferor Companies") with the Company in accordance with the provisions of Sections 391 to 394 of the Companies Act, 1956 with effect from 1 April 2014, subject to the sanction of the Hon''ble High Court of Judicature at Bombay, Mumbai and other appropriate regulatory authorities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The Auditors, Walker, Chandiok & Co LLP (formerly Walker, Chandiok & Co), Chartered Accountants (Firm Registration No. 001076N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

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

The particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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 2014 and of the profit of the Company for the year ended 31 March 2014;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that you 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

Your 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.

Your 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 Place: Mumbai Date : 8 May 2014

---

Mar 31, 2013

The Directors have pleasure in presenting their 35th Annual Report and Audited Accounts of the Company for the year ended 31 March 2013.

FINANCIAL RESULTS

Rs. in Million

2012-2013 2011-2012 2012-2013 2011-2012

Standalone Particulars Consolidated

Indian GAAP Indian GAAP IFRS IFRS

4,486.89 3,660.79 Profit before Finance Costs,Depreciation & Taxes 10,164.73 7,236.24

436.94 608.69 Less:Finance Costs (Net) 1,557.49 1,376.55

250.41 211.13 Less: Depreciation 1,270.09 978.78

(61.53) 187.98 Less:Tax (Current Year & Deferred Tax) 1,107.15 237.84

3,861.07 2,652.99 Profit after Tax 6,230.00 4,643.07

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2012-2013 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow ofRs. 633.77 million (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2013 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis the Company achieved a gross revenue of Rs. 19,493.04 million and the Standalone operating profit before finance costs, depreciation and tax was Rs. 4,486.89 million as compared to Rs. 3,660.79 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs. 50,123.42 million and the Consolidated operating profit before finance costs, depreciation and tax was Rs. 10,164.73 million as compared to Rs. 7,236.24 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees'' Stock Options:

During the year, we allotted 318,150 Equity Shares of Rs. 1 each (on pari passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid up equity shares increased from 270,535,503 to 270,853,653 shares as at 31 March 2013.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

During the year, Stock Options have been issued to the employees of your Company. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

LISTING AT STOCK EXCHANGES

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year, the Company has incorporated two subsidiaries i.e. Glenmark Pharmaceuticals (Kenya) Limited and Glenmark Therapeutics AG, Switzerland.

The Ministry of Corporate Affairs has vide its General Circular No.: 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act, 1956 in relation to the Subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit and Loss and annexures thereto of the subsidiaries. The Audited Accounts of the subsidiaries together with its Directors'' Report and Auditors'' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Director''s Re-appointment

Mr. D. R. Mehta, Mr. Sridhar Gorthi and Mr. J. F. Ribeiro, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. The Board of Directors have recommended their re-appointment for consideration of the Shareholders.

COST AUDITORS

M/s. Sevekari, Khare & Associates are the Cost Auditors of the Company. They have been re-appointed as Cost Auditors for the Financial Year 2013-2014. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2012-2013 is 30 September 2013.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The auditors, M/s. Walker, Chandiok & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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 judgements 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 2013 and of the profit of the Company for the year ended 31 March 2013;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your 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

Your 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.

Your 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

Place: Mumbai

Date: 7 May 2013

---

Mar 31, 2012

The Directors have pleasure in presenting their 34th Annual Report and Audited Accounts of the Company for the year ended 31 March 2012.

FINANCIAL RESULTS

Rs (Millions) 2011-2012 2010-2011 2011-2012 2010-2011 Standalone Particulars Consolidated Indian Indian GAAP GAAP IFRS IFRS

3,660.79 3,575.31 Profit before Finance Costs, Depreciation & Taxes 7,236.24 7,327.72

608.69 857.50 Less: Finance Costs 1,376.55 1,565.58

211.13 209.88 Less: Depreciation 978.78 946.78

187.98 386.15 Less: Tax(Current Year & Deferred Tax) 237.84 237.03

2,652.99 2,121.78 Profit after Tax 4,643.07 4,578.33

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs 2/- per equity share of Rs 1/- each) to be appropriated from the profits of the year 2011-2012 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs 628.85 millions (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2012 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis your Company achieved a gross revenue of Rs 15,646.65 millions and the Standalone operating profit before finance costs, depreciation and tax was Rs 3,660.79 millions as compared to Rs 3,575.31 millions in the previous year.

On Consolidated basis your Company achieved a gross revenue of Rs 40,206.43 millions and the Consolidated operating profit before finance costs, depreciation and tax was Rs 7,236.24 millions as compared to Rs 7,327.72 millions in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees' Stock Options:

During the year, your Company allotted 2,63,450 Equity Shares of Rs 1/- each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid up equity shares increased from 270,272,053 to 270,535,503 shares as at 31 March 2012.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

During the year, Stock Options have been issued to the employees of your Company. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

LISTING AT STOCK EXCHANGES The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs has vide its General Circular No. 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act,1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit and Loss and annexures thereto of the Subsidiaries. The Audited Accounts of the subsidiaries together with its Directors' Report and Auditors' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 am to 1 pm.

DIRECTORS

Director's Re-appointment

Mr. Gracias Saldanha, Mr. N. B. Desai and Mr. Hocine Sidi Said, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. The Board of Directors have recommended their re-appointment for consideration of the Shareholders.

Director's Appointment

Mr. Rajesh V. Desai was appointed as an Additional Director of the Company with effect from 9 November 2011, Dr. Brian W. Tempest and Mr. Bernard Munos were appointed as Additional Directors of the Company with effect from 30 January 2012 in accordance with Section 260 of the Companies Act, 1956.

Mr. Rajesh V. Desai, Dr. Brian W. Tempest and Mr. Bernard Munos hold office up to the date of the ensuing Annual General Meeting of the Company scheduled to be held on 3 August 2012. The requisite notices together with necessary deposits have been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the election of Mr. Rajesh V. Desai, Dr. Brian W. Tempest and Mr. Bernard Munos as Directors of the Company.

COST AUDITORS

M/s. Sevekari Khare & Associates are the Cost Auditors of the Company. They have been re-appointed as cost auditors for the Financial Year 2012-2013. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2011-2012 is 30 September 2012.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on your Company's compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and analysis report on the operations of the Company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The auditors, M/s. Walker, Chandiok & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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 judgements 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 2012 and of the profit of the Company for the year ended 31 March 2012;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green initiative and has accordingly decided to send all communications to its shareholders at their respective registered e-mail addresses.

Your Company appeals to you, its shareholders who are yet to register your e-mail addresses that they take necessary steps for registering the same so that you can also become a part of the intiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director

Place: Mumbai

Date: 08 May 2012.

---

Mar 31, 2011

The Directors have pleasure in presenting their 33rd Annual Report and Audited Accounts of the Company for the year ended 31 March 2011.

FINANCIAL RESULTS

(Rs in Millions)

Standalone

2010-2011 2009-2010

Indian GAAP Indian GAAP

Profit before Interest,

Depreciation & Tax 3078.80 1724.49

Less: Interest 360.82 301.58

Less: Depreciation 209.88 212.78

Less: Tax (Current Year &

Deferred Tax) 386.32 (74.50)

Profit after Tax 2121.78 1284.63

Surplus brought forward from

ear1ier years 8511.12 7480.98

APPROPRIATIONS

Proposed Dividend on Equity Shares 108.11 107.94

Tax on Proposed Dividend on

Equity Shares 17.96 17.93

Residual Dividend and Dividend Tax 0.50 0.16

Transfer to General Reserves 212.19 128.46

Balance carried to Balance Sheet 10294.14 8511.12

DIVIDEND

Your Directors recommend a Dividend of 40% (Rs 0.40 per equity share of Rs 1/- each) to be appropriated from the profits of the year 2010-11 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs 126.07 million (including dividend tax).

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements for the year ended 31 March 2011 have been prepared in accordance with International Financial Reporting Standards as permitted by SEBI. The Company has prepared information for the previous year as per IGAAP and therefore current year and previous year figures are not strictly comparable. Accordingly, in preparation of these Financial Statements, the Company has not provided comparative information or related reconciliation as required by the SEBI Circular.

RESULTS OF OPERATIONS

On standalone basis the Company achieved a gross revenue of Rs 12122.48 million and the Standalone operating profit before interest, depreciation & tax was Rs 3078.80 million as compared to Rs 1724.49 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees’ Stock Options:

During the year, the Company allotted 4,34,500 Equity Shares of Rs 1/- each (on pari-passu basis) pursuant to exercise of Stock Options by the eligible employees of the Company and its subsidiaries.

EMPLOYEE STOCK OPTION SCHEME During the year, Stock Options have been issued to the employees of the Company and its subsidiaries. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

The details of stock options granted by the Company are disclosed in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme), 1999 and set out in the Annexure-B to this Report.

LISTING AT STOCK EXCHANGES The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year the Company has incorporated a subsidiary i.e. Glenmark Arzneimittel GmbH, Germany.

The Ministry of Corporate Affairs has vide its General Circular No.: 2, 2011 dated February 8, 2011 and 3, 2011 dated February 21, 2011 granted a general exemption under Section 212(8) of the Companies Act, 1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Profit and Loss account and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Profit and Loss Account and annexures thereto of the Susidiaries. The Audited Accounts of the subsidiaries together with its Directors’ Report and Auditors’ Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. and 1 p.m.

DIRECTORS

Mr. D. R. Mehta, Mrs. B. E. Saldanha and Mrs. Cheryl Pinto retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr . A. S. Mohanty retired from the services of the Company w.e.f. 31 March 2011 and consequently ceased to be Executive Director effective that date. He also resigned as a Director of the Company w.e.f. 10 May 2011. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by Mr. A. S. Mohanty during his tenure on the Board.

Mr. Gracias Saldanha, Chairman stepped down as Chairman of the Board of Directors and was re-designated as Founder & Chairman Emeritus of the Company and Mr. Glenn Saldanha was elected as Chairman of the Board of Directors w.e.f. 10 May 2011.

COST AUDITORS

M/s. Sevekari Khare & Associates are the Cost Auditors of the Company. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2010-11 is 30 September 2011.

CORPORATE GOVERNANCE

Report on the Corporate Governance forms an integral part of this Report. The Certificate of the Practicing Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and analysis report on the operations of the Company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

HUMAN RESOURCES

Companys industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure-A to the Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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 judgements 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 2011 and of the profit of the Company for the year ended 31 March 2011;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

The Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the intiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director

Mumbai

Date: 10 May 2011.

---

Mar 31, 2010

The Directors have pleasure in presenting their 32nd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Millions)

Standalone Consolidated

2009-2010 2008-2009 2009-2010 2008-2009

Profit before Interest, Depreciation & Tax 1724.50 3206.13 6685.29 6289.95

Less: Interest 301.58 551.39 1640.21 1404.76

Less: Depreciation 212.78 191.04 1206.10 1026.83

Less: Tax (Current Year & Deferred Tax) (74.49) 281.46 528.66 754.08

Less: Exceptional Items - 2.98 - 1169.55

Profit after Tax 1284.63 2179.26 3310.32 1934.73

Share of (Profit)/Loss of Minority Interest - - (65.61) (18.09)

Profit after Tax and Minority Interest 1284.63 2179.26 3244.71 1916.64

Surplus brought forward from earlier years 7480.98 5636.88 11215.45 10276.66

Profit available for appropriations 8765.61 7816.14 14460.16 12193.30

APPROPRIATIONS

Proposed Dividend on Equity Shares 107.94 100.21 107.94 100.21

Tax on Proposed Dividend on Equity Shares 17.93 17.03 17.93 17.03 Transfer to Foreign Currency Monetary Item Translation Difference Account - - - 366.12

Residual Dividend and Dividend Tax 0.16 - 0.16 -

Transfer to General Reserves 128.46 217.93 128.46 494.49

Balance carried to Balance Sheet 8511.12 7480.97 14205.67 11215.45

8765.61 7816.14 14460.16 12193.30

DIVIDEND

Your Directors recommend a Dividend of 40% (Re. 0.40 per equity share of Re. 1/ each) to be appropriated from the profits of the year 2009-10 subject to the approval of the members at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outf ow of Rs. 125.87 million (including dividend tax).

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts for the year ended 31st March, 2010, under Indian GAAP forms part of the Annual Report.

RESULTS OF OPERATIONS

The Company achieved consolidated Gross revenue of Rs. 25006.47 million (Rs. 21160.33 million) registering a growth of 18.18% over the previous year and the Consolidated operating profit before interest, depreciation and tax was Rs. 6685.29 million as compared to Rs. 6289.95 million in the previous year.

On standalone basis the company achieved a gross revenue of Rs. 10296.87 million and the Standalone operating profit before interest, depreciation & tax was Rs. 1724.50 million as compared to Rs. 3206.13 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees Stock Options:

During the year, the Company allotted 604,860 Equity Shares of Re. 1/- each (on pari-passu basis) pursuant to exercise of Stock

Options by the eligible employees of the Company and its subsidiaries.

Issue of shares under QIP:

During the year, the Company allotted 18,712,935 Equity Shares of Re. 1/- each at a premium of Rs. 220/- per share to Qualif ed Institutional Buyers pursuant to Chapter VIII of the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2009. The issue proceeds were utilised towards repayment of debts.

EMPLOYEE STOCK OPTION SCHEME

During the year, Stock Options have been issued to the employees of the Company. On exercising the convertible options so granted, the paid-up equity share capital of the company will increase by a like number of shares.

The details of stock options granted by the Company are disclosed in compliance with clause 12 of the Securities Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme), 1999 and set out in the Annexure-B to this Report.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd. Foreign Currency Convertible Bonds are listed on the Singapore Stock Exchange.

SUBSIDIARY COMPANIES

During the year the name of Badatur S.A. was changed to Glenmark Uruguay S.A. and Glenmark Dominicana S.A. to

Glenmark Dominicana, SRL. The Company has also incorporated a subsidiary i.e. Glenmark Generics B.V., Netherlands.

Pursuant to the provisions of Section 212 (8) of the Companies Act, 1956, the Company has obtained exemption from Ministry of Corporate Af airs, New Delhi, vide its letter No. 47/420/2010-CL-III dated 28th June, 2010 to attach Audited Accounts of its subsidiaries together with Directors Report and Auditors Report. The Audited Accounts of the subsidiaries together with its Directors Report and Auditors Report are available for inspection of members on any working day at the Corporate Of ce of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Mr. Glenn Saldanha, Mr. Sridhar Gorthi and Mr. J. F. Ribeiro retire by rotation at the ensuing Annual General Meeting and being eligible, of er themselves for re-appointment.

Mr. M. Gopal Krishnan resigned as Director of the Company w.e.f. 29th January, 2010. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by Mr. Gopal Krishnan during his tenure on the Board.

Mr. Hocine Sidi Said has been appointed as Additional Director w.e.f. 29th October, 2009. He holds of ce as Director upto the date of the ensuing Annual General Meeting. Notice has been received from a member of the Company pursuant to the provisions of Section 257 of the Companies Act, 1956 signifying his intention to appoint Mr. Hocine Sidi Said as Director on the board of the Company.

CORPORATE GOVERNANCE

Report on the Corporate Governance forms an integral part of this Report. The Certif cate of the Practicing Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report on the operations of the company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

M/s. Price Waterhouse, Chartered Accountants, have been the Statutory Auditors of the Company since F.Y. 2002-03. The Audit Committee and the Board of Directors have decided that in order to adhere to the best Corporate Governance practices, the Statutory Auditors should be changed periodically on rotational basis. The Company has received a Special Notice pursuant to Section 225 of the Companies Act, 1956 from a member proposing to move a resolution for the appointment of Walker, Chandiok & Co. Chartered Accountants, as Statutory Auditors of the Company in place of the retiring auditors, M/s. Price Waterhouse at the ensuing Annual General Meeting.

Your Directors propose the appointment of Walker, Chandiok & Co., Chartered Accountants, as Statutory Auditors of the Company at the ensuing Annual General Meeting.

Walker, Chandiok & Co. is a member f rm of M/s Grant Thornton who is a leading international f rm rated among the top 10 f rms.

They have a large international network and would be helpful and useful to the Company in managing its international operations. They have representations on various Accounting Board & committees in India and cater to leading companies.

HUMAN RESOURCES

Companys industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors conf rm 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 af airs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010;

(iii) proper and suf cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

APPRECIATION AND ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

G. Saldanha

Chairman

Mumbai

Date: 9th August, 2010