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

The Annual Return of the Company as on March 31, 2023 is available on the Company's website and can be accessed at https://glandpharma.com/images/Gland-Pharma-

MGT-7-2022-23.pdf

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

During the year under review, the Board of Directors met 8 times on 29^th April, 2022; 19^th May, 2022; 20^th July, 2022; 17^th October, 2022; 26^th October, 2022; 25^th November, 2022; 23^rd January, 2023 and 29^th March, 2023.

Directors' Responsibility Statement [Section 134(3)(c) and 134(5)]

In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013 your directors state that:

a) in preparation of the annual accounts for the year ended 31^st March, 2023; the applicable accounting standards

have been followed along with proper explanations relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

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

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

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

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

All the Independent Directors of the Company have given declarations confirming that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and are in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, they have affirmed compliance with the Code of conduct laid down under Schedule IV of the Companies Act, 2013.

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

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations.

AIL the independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Four Independent Directors were already granted exemption from appearing for the OnLine Proficiency Self-Assessment test conducted by IICA. One Independent Director will appear for the online Proficiency Self-Assessment test before the due date.

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

The Company has constituted a Nomination and Remuneration Committee which has been entrusted the responsibiLity of seLecting and recommending the appointment and remuneration of Directors. The Committee while making appointments and fixing the remuneration of Directors wiLL take into consideration the foLLowing:

a) their quaLification

b) past record, especially their credentials and achievements, experience, past remuneration

c) job profiLe and suitabiLity

d) comparative remuneration with the industry in line with the size and profits of the Company

e) their pecuniary relationship with the promoters.

Further, the Nomination and Remuneration Committee also, while recommending and appointing independent Directors wiLL evaLuate the foLLowing:

a) their quaLification

b) credentiaLs, past experience in the fieLds of finance, management, technoLogy, taxation and other reLated fieLds

c) expertise in simiLar industry

d) confirmation from the Internal Auditors that there is no pecuniary reLationship with the Company or other parties in terms of Section 149(6) of the Companies Act, 2013.

The terms and conditions for appointment of Independent Directors and the Code of Conduct of the Board of Directors and Senior Management PersonneL are avaiLabLe on the Company's website and can be accessed at https:// g[andpharma.com/images/Terms conditions appointment directors.pdf

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

The Independent Auditor's Report on Standalone Financial Statements and Consolidated Financial Statements given by M/s. S.R. BatLiboi & Associates, LLP, Statutory Auditors of the Company does not contain any quaLifications, reservations or adverse remarks.

The Secretarial Audit Report issued by M/s. RVR & Associates, Company Secretaries does not contain any quaLifications, reservations or adverse remarks.

The Company has undertaken an audit for the FinanciaL Year ended March 31, 2023 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. RVR & Associates, Company Secretaries was submitted to the Stock Exchanges within 60 days of the end of the Financial Year and the same is available on the websites of the Stock Exchanges and the Company and can be accessed at https://g[andpharma.com/images/ CerReg24A.pdf

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

The Statutory Auditors did not report any frauds during the financiaL year under review under Section 143(12).

Particulars of Loans, Guarantees and Investments [Section 134(3)(g)]

During the year under review, the Company did not extend any Loans or Guarantees as covered under the provisions of Section 186 of the Companies Act, 2013. The Company did not make any further investment in its Wholly owned subsidiary during the year under review.

Taxation

The Company has made an Income Tax provision of H 2,761.94 Mn for the period under review as against H 3,958.83 Mn for the previous year.

Borrowings

The Company has no outstanding borrowings as on date of this Report. However, outstanding amount of Deferred Sales tax amounting to H 38.21 Mn was classified as borrowings as per Indian Accounting Standards.

Capital Expenditure

During the year under review, the Company has incurred capital expenditure of H 2,209.28 Mn at its manufacturing facilities at Dundigal, Pashamylaram, Shamirpet, VSEZ and Pharmacity and an amount of H 21.90 Mn for purchase of other intangibles.

Share Capital

During the year under review, the Company has issued and allotted 398,100 fully paid-up equity shares to its employees under the Employee Stock Option Scheme, 2019. Consequently, the issued, subscribed and paid-up share capital of the Company was increased from H 164,302,723/-(divided into 164,302,723 equity shares of H 1/- each) to H 164,700,823/- (divided into 164,700,823 equity shares of H 1/- each). The equity shares issued under the Employee Stock Option Scheme, 2019 rank pari-passu with the existing equity shares of the Company.

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

During the financial year under review, no amount was transferred to General Reserve.

Dividends [Section 134(3)(k)]

The Board of Directors does not recommend dividend for this year. The Company is in compliance with its Dividend Distribution policy as approved by the Board. In compliance with the requirements under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the policy is annexed as Annexure A to this Report.

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

Gland Pharma International Pte. Ltd ("Gland Singapore”), a Wholly Owned Subsidiary of the Company has acquired Phixen SAS (doing business as 'Cenexi' and hereinafter referred as "Cenexi”) and 3 (three) holding companies (holding approximately 6.28% shareholding in Cenexi, hereinafter referred to as "Cenexi Holding Entities”) on 27^th April, 2023 for a purchase Consideration of Euro 114,259,004.44 and repaid a loan of Euro 79,457,194.11 on behalf of the Sellers in

accordance with the terms of the Share Purchase Agreement dated 6^th January, 2023 between Gland Singapore and FPCI Sino French Midcap Fund as the controlling seller (investment fund managed by Cathay Capital), and other sellers. The Enterprise Value of Phixen SAS was Euro 210 Mn.

Phixen SAS and the Cenexi Holding Entities have become the wholly owned step-down subsidiaries of the Company. The aforementioned acquisition has also resulted in indirect acquisition of seven (7) subsidiaries of Cenexi, namely:- (a) Cenexi SAS, (b) Cenexi Services SAS, (c) Cenexi HSC SAS, (d) Cenexi 2 SASU, (e) Cenexi 3 SASU, (f) Cenexi Laboratories Thissen SA and (g) Phineximmo SA.

Cenexi is in the business of Contract Development and Manufacturing Organization ('CDMO') with sterile expertise and a track-record in ampoules, PFS and vials; complex or niche formulations and / or dosage forms with a focus on high potent steriles and solids.

Other than the above, there were no material changes occurred or commitments made by the management from the end of the financial year till the date of this report, which may affect the financial position of the Company.

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

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided as Annexure G to this Report.

Employee Stock Option Scheme

The Company has an Employee Stock Option Scheme, namely 'Gland Pharma Employee Stock Option Scheme, 2019' (ESOP Scheme, 2019) that helps the Company to retain and attract the right talent. The ESOP Compensation Committee administers the ESOP Scheme. There was no change in the ESOP Scheme during the year under review. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Details of the Employee Stock Option Scheme-2019 have also been provided in Note No. 38 of the standalone financial statement. During FY 2022-23, no employee was issued options equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

In compliance with the requirements of the SBEB Regulations, a certificate from Secretarial auditor confirming implementation of ESOP Scheme in accordance with the said regulations and shareholder's resolution will be available electronically for inspection by the members during the annual general meeting of the Company and the same is available at https://glandpharma.com/images/Compliance-Certificate-ESOPS-2023 31.07.2023.pdf. The details of stock options are as mentioned in Annexure H and forms part of this Report.

Further, the details of this stock options stated in the notes to accounts of the financial statements also forms part of this annual report.

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

The Board of Directors of the Company has constituted a Risk Management Committee, which oversees the Enterprise Risk Management process. The Committee shall meet as and when required and atleast twice in a year. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company has formulated a Risk Management policy. Risks are classified in different categories such as Financial, Operational, Legal and Strategic risks. These risks are reviewed from time to time and controls are put in place with the specific responsibility of the concerned Officer of the Company. However, the Board could not identify any major risks, which may threaten the immediate existence of the Company.

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

The Company had constituted a 'Corporate Social Responsibility Committee' to decide upon and implement the Corporate Social Responsibility Policy (CSR policy) of the Company.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure E to this Report in the format prescribed in the Companies (CSR policy) Rules, 2014.

The Corporate Social Responsibility policy of the Company can be accessed at https://glandpharma.com/images/Corporate Social Responsibility Policy.pdf

Board Evaluation [Section 134(3)(p)]

The evaluation of all the Directors including the Chairman, the MD & CEO and the Board as a whole, was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

The policy on evaluation of Independent Directors and Directors of the Company can be accessed at https:// glandpharma.com/images/Policv on evaluation.pdf

Nature of business [Rule 8(5)(ii) of Companies (Accounts) Rules, 2014]

Gland Pharma is engaged in the development, manufacture, sale and distribution of Pharmaceuticals. There was no change in the nature of the business of the Company during the financial year under review.

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

Directors

During the year under review, Mr. Yifang Wu and Ms. Xiaohui Guan were retired by rotation as Directors in the last Annual General Meeting of the Company held on 30^th August, 2022. They did not offer themselves for re-appointment due to nonreceipt of security clearance from Ministry of Home Affairs, Government of India. The Company did not appoint any other Directors in the vacancy caused due to the retirement of the said Directors.

As per the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company; Mr. Srinivas Sadu, Managing Director & CEO and Dr. Jia Ai Zhang, Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends the reappointment of Mr. Srinivas Sadu and Dr. Jia Ai Zhang (Dr. Allen Zhang) as Directors, liable to retire by rotation, for approval of the Members at the ensuing Annual General Meeting.

Brief profile, expertise in specific functional areas, names of the listed companies in which the above-named directors hold directorships, committee memberships/chairmanships, disclosure of relationship between the directors inter-se, shareholding in the Company, etc., are furnished in the Annexure to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

There was no change in the Key Managerial Personnel during the year under review.

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

As on 31^st March, 2023; the Company has following Subsidiaries:

1. Gland Pharma International Pte. Ltd., a Wholly-owned Subsidiary incorporated in Singapore

2. Gland Pharma USA Inc., a Wholly -owned Step Down Subsidiary (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.), incorporated in USA

Gland Pharma Limited is a subsidiary of Fosun Pharma Industrial Pte. Ltd., a Singapore Company, which holds approximately 58.00% of the shareholding in Gland Pharma Limited.

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

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

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

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

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

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

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

The Company has appointed M/s. Y. Raghuram & Co., Chartered Accountants as Internal Auditors of the Company. The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

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

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

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

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC,

whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy.

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

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

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

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

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

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

The proceeds from the Initial Public Offer of the Company have been completely utilized for the purposes for which the proceeds were raised and there were no deviations or variations thereunder. The Company has filed the Monitoring Agency Reports issued by Axis Bank Limited, on a quarterly basis till 30^th September, 2022 (till the entire proceeds of IPO were utilized) with the Stock Exchanges on which the Company's shares are listed.

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Business Responsibility and Sustainability Report (BRSR) is presented in a separate section in this Report.

Vigil Mechanism [Section 177(9) and 177(10)]

The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, has established a Vigil Mechanism for its Directors, employees and other stakeholders to report their genuine concerns or grievances either in writing or by email to the Chairman of the Audit Committee.

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

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

Secretarial Standards

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

Auditors

Statutory Auditors

Pursuant to Section 139 (2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014; the Company at its 40^th Annual General Meeting (AGM) held on September 17, 2018 had appointed M/s. S.R. Batliboi & Associates, LLP, Chartered Accountants as Statutory Auditors for a period of 5 years i.e. up to the conclusion of the 45^th AGM. The Board of Directors of the Company has proposed the appointment of Deloitte Haskins & Sells, Chartered Accountants (Firm's Registration No. 008072S) as the Statutory Auditors of the Company to hold office from the conclusion of 45^th AGM until the conclusion of the 50^th AGM in place of retiring auditors, M/s. S.R. Batliboi & Associates, LLP, Chartered Accountants on completion of their term. The Company has received a letter from Deloitte Haskins & Sells, Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of Companies Act, 2013 and meet the criteria for appointment as specified in Section 141 of the Companies Act, 2013

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed RVR & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-F to this Report.

Committees of the Board of Directors

a) Audit Committee [Section 177]

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

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

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

During the year under review, the Audit Committee met six times on 19^th May, 2022; 20^th July, 2022; 26^th October, 2022; 09^th December, 2022; 23^rd January, 2023 and 29^th March, 2023.

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

b) Nomination and Remuneration Committee [Section 178]

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

During the year under review, the Nomination and Remuneration Committee met three times on 19^th May, 2022; 23^rd January, 2023 and 29^th March, 2023.

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

The Company has constituted the 'Corporate Social Responsibility Committee' for formulating and recommending to the Board of Directors a Corporate Social Responsibility Policy for the Company, which shall indicate the activities to be undertaken by the Company as specified in the Companies Act, 2013 and the rules made thereunder.

The Corporate Social Responsibility Committee recommends the amount of expenditure to be incurred by the Company on CSR activities and monitor the Corporate Social Responsibility Policy of the Company from time to time.

During the year under review, the Corporate Social Responsibility Committee met two times on 18^th May, 2022 and 20^th January, 2023.

d) Stakeholders' Relationship and Share Transfer Committee

The Company has constituted the 'Stakeholders' Relationship and Share Transfer Committee' for resolving the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, notice for general meetings, etc. and for review of measures taken for effective exercise of voting rights by shareholders.

During the year under review, the Stakeholders' Relationship and Share Transfer Committee met four times on 19^th May, 2022; 20^th July, 2022; 26^th October, 2022 and 23^rd January, 2023.

e) Risk Management Committee

The Company has constituted the 'Risk Management Committee' for fulfilling the Board of Directors' corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Committee shall undertake an overall responsibility for monitoring and approving the enterprise risk management framework and associated practices of the Company.

During the year under review, the Risk Management Committee met two times on 29^th August, 2022 and 24^th February, 2023.

Corporate Governance

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

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

Human Resources

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

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel), Rules, 2014 is provided in Annexure I.2 to this report. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. The information will be available on the website of the Company at https://glandpharma.com/images/ AnnexureI.2-details-of-remuneration-of-top-ten-emplovees. pdf

Acknowledgements

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

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

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