|
<dhhead-BOARD'S REPORT</dhhead-
Dear Members,
Your Board of Directors are pleased to present the 48th
Annual Report on the performance of the Company, along with the audited Standalone and
Consolidated Financial Statements for the Financial Year ended March 31, 2026.
CORPORATE AFFAIRS & FINANCIAL HIGHLIGHTS Financial Highlights
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Particulars |
Financial Year 2026 |
Financial Year 2026 |
Financial Year 2025 |
Financial Year 2025 |
| Income |
48,559.89 |
67,469.78 |
43,312.24 |
58,301.12 |
| Profit Before Interest, Taxes, Depreciation and Amortisation |
19,669.73 |
19,458.72 |
16,576.93 |
14,825.32 |
| Finance cost |
(180.73) |
(332.79) |
(228.37) |
(420.00) |
| Profit Before Depreciation, Amortisation and Tax |
19,489.00 |
19,125.93 |
16,348.56 |
14,405.32 |
| Depreciation and Amortisation |
(1,762.43) |
(4,236.67) |
(1,692.71) |
(3,778.74) |
| Profit Before Exceptional Items and Tax |
17,726.57 |
14,889.26 |
14,655.85 |
10,626.58 |
| Exceptional Items |
(243.46) |
(243.46) |
- |
- |
| Profit Before Tax |
17,483.11 |
14,645.80 |
14,655.85 |
10,626.58 |
| Provision for Taxation |
|
|
|
|
| Current tax |
(4,525.19) |
(4,578.14) |
(3,654.80) |
(3,709.80) |
| Deferred tax |
38.29 |
215.95 |
(91.24) |
78.41 |
| Taxes for earlier years |
(0.70) |
(10.45) |
(12.28) |
(9.93) |
| Profit After Tax |
12,995.51 |
10,273.16 |
10,897.53 |
6,985.26 |
| Less : Total other Comprehensive Income / (Loss) for the
year, net of tax |
(64.74) |
(4,309.87) |
29.25 |
(553.87) |
| Total Comprehensive Income for the year, net of tax |
13,060.25 |
14,583.03 |
10,868.28 |
7,539.13 |
| Earnings Per Share (?) (for Equity share of Rs. 1/- each)
Basic |
78.88 |
62.35 |
66.15 |
42.40 |
| Diluted |
78.78 |
62.28 |
66.15 |
42.40 |
Annual Return [Section 134(3)(a)]
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014; the Annual Return of the Company as
on March 31, 2026 is available on the Company's website and can be accessed at
https://glandpharma.com/images/ AnnualReturns2025-26.pdf
Meetings of the Board of Directors [Section 134(3)(b)]
During the year under review, the Board of Directors met six times on
April 07, 2025; May 20, 2025; July 03, 2025; August 05, 2025; November 03, 2025 and
January 28, 2026. The maximum interval between any two meetings of the Board of Directors
did not exceed 120 days, as prescribed by the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015.
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) i n preparation of the annual accounts for the year ended 31st
March, 2026; 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, 2026 and
of the profit of the Company for the year ended on that date;
c) t hey 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.
All 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) and were granted exemption from appearing for the Online
Proficiency Self-Assessment test conducted by IICA.
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, the
Code of Conduct of the Board of Directors and Senior Management Personnel and the
Nomination and Remuneration policy are available on the Company's website and can be
accessed at
https://glandpharma.com/ investors/corporate-governance#governance-policies
Audit Reports [Section 134(3)(f)]
The Independent Auditor's Report on Standalone Financial Statements and
Consolidated Financial Statements given by M/s. Deloitte Haskins & Sells, 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, 2026 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 would be
submitted to the Stock Exchanges within 60 days from the end of the Financial Year and the
same would be available on the websites of the Stock Exchanges and the Company and can be
accessed at
https://glandpharma.com/images/ GPL ASCR FY26.pdf
The Secretarial Auditors' Certificate on the implementation of
share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 will be made available at the Annual General Meeting,
electronically.
A certificate issued by M/s. RVR & Associates, Company Secretaries
confirming the compliance with conditions of corporate governance as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for FY 2025-26
is enclosed as Annexure-C to the 'Report on Corporate Governance', which forms part
of this Annual Report.
Frauds reported by Auditors [Section 134(3)(ca)]
The 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 or made any investments as covered under the provisions of Section 186 of the
Companies Act, 2013. However, your Company has made the following investment in its Wholly
owned subsidiary during the year under review.
| S. Date of Investment No |
Name of the Entity and Relationship |
Amount Purpose |
| 1. July 24, 2025 |
Gland Pharma International Pte. Ltd (Wholly Owned Subsidiary
of Gland Pharma Limited) |
USD 58.62 Mn Towards downstream investment in the form of
Loan / Equity to Phixen SAS and its subsidiaries (Cenexi Group) |
Particulars of contracts with Related Parties [Section 134(3)(h)]
The Company's transactions with Related Parties are at arm's length and
were in the ordinary course of business and approved by the Audit Committee. Majority of
the transactions are repetitive in nature and the same were approved by the Audit
Committee through omnibus approval. There were no material transactions [as defined by the
Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015] made by the Company with any of its Related parties during the year
under review. The Company does not have any related party transactions, which may have
potential conflict with the interests of the Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company other than sitting
fees, commission and reimbursement of expenses, as applicable.
All Related Party transactions have been reported in Notes to Accounts
and do not cover under the provisions of Section 188(1) of the Companies Act, 2013 read
with Rules made thereunder.
The details of the Related Party transactions were provided in Annexure
D to this Report. The policy on materiality of Related Party transactions and on
dealing with Related Party transactions as approved by the Board of Directors is available
on the Company's website and can be accessed at
https://glandpharma.com/images/Policy on Related Party
Transactions.pdf .
Members may refer to Note 38 to the Standalone Financial Statement
which sets out related party disclosures pursuant to Ind AS.
Company Affairs [Section 134(3)(i)]
Research and Development
R&D is another focus area for Gland. Led by Mr. RVR Prabhakara
Sastry in association with Dr. Jitendra Gangwal (w.e.f. February 18, 2026), Gland has a
team of over 250 scientists working in the areas of:
Formulation Development
Analytical Method Development
API Process Development
Stability Studies, etc.
Financial Highlights [Rule 8(5)(i) of Companies (Accounts) Rules, 2014]
Performance and Operations Review
During the year under review, the total income of the Company was Rs.
48,559.89 Mn as against Rs. 43,312.24 Mn during the previous year.
Exports
Exports contribution to the revenue of the Company is approximately
88.44%. Your Company exports to almost 65 countries across 6 continents. During the year,
the Company has achieved an export turnover of Rs. 40,011.32 Mn.
Domestic Operations
The Domestic sales during the year 2025-26 amounts to Rs. 5,232.12
Mn. Domestic sales include Co-Marketing, a major revenue source for your Company in the
Domestic segment.
Taxation
The Company has made an Income Tax provision of Rs. 4,525.19 Mn
for the period under review as against Rs. 3,654.80 Mn for the previous year.
Borrowings
The Company has no outstanding borrowings as on date of this Report.
Capital Expenditure
During the year under review, the Company has incurred capital
expenditure of Rs. 2,179.33 Mn at its manufacturing facilities at Dundigal,
Pashamylaram, Shamirpet, VSEZ and Pharmacity.
Share Capital
The issued, subscribed and paid-up share capital of the Company is Rs.
164,756,423/- (divided into 164,756,423 equity shares of Rs. 1/- each) as on
March 31, 2026.
General Reserve [Section 134(3)(j)]:
During the financial year under review, no amount was proposed to be
transferred to the General Reserve on declaration of dividend.
Dividends [Section 134(3)(k)]
The Board of Directors has recommended a final dividend of 2000% i.e., Rs.
20/- per Equity share of Rs. 1/- for the financial year under review. The final
dividend is payable
subject to the approval of the shareholders in the ensuing Annual
General Meeting. The 'Record date' for the purpose of determining the entitlement of
Members to receive the dividend is August 11, 2026.
The dividend income is taxable in the hands of the Members of the
Company and the Company is required to deduct tax at source from dividend paid to the
Members at prescribed rates as per the Income Tax Act, 1961. The remittance of dividend
outside India is also subject to withholding tax at applicable rates.
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)]
During the year under review, Gland Pharma International Pte. Ltd
(Wholly owned subsidiary of the Company) on December 22, 2025 has approved the merger of
Manxen SAS, Manxen 2 SAS and Manxen 3 SAS (wholly-owned subsidiaries) into Phixen SAS,
effective January 01, 2025.
Further, based on the audited financial statements for the financial
year 2025-26, Gland Pharma International Pte. Ltd and Phixen SAS continue to qualify as
the Material Subsidiaries as per Regulation 16(c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Mr. Satyanarayana Murthy Chavali and Mr. Udo J Vetter, Independent
Directors of the Company continue to serve as a Director and a Member on the Boards of
Gland Pharma International Pte. Ltd and Phixen SAS and its subsidiaries (Cenexi group)
respectively.
No material changes were 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 Options
The Company has two Employee Stock Option Schemes, namely 'Gland Pharma
Employee Stock Option Scheme, 2019' (ESOP Scheme, 2019) and 'Gland Pharma Employee Stock
Option Scheme, 2025' (ESOP Scheme, 2025) which helps the Company to retain and attract the
right talent. The ESOP Compensation Committee administers both the ESOP Schemes. There
were no changes to the ESOP Schemes during the year under review. The ESOP Scheme 2019 and
the ESOP Scheme 2025 are in compliance with
the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). Details of both
the schemes have also been provided in Note No. 36 of the standalone financial statements.
During FY 2025-26, no employee was issued options equal to or exceeding 1% of the issued
share capital of the Company at the time of grant. The details of Company's stock option
Schemes as required under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available on the Company's website at https:// glandpharma.com/images/Reg
14%E2%80%93ESOP disclosure.pdf
Further, in compliance with the requirements of the SBEB Regulations, a
certificate from Secretarial auditor confirming implementation of ESOP Schemes 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 also available at
https://glandpharma.com/images/ ComplianceCertificateunderSEBI-26.pdf .
The details of stock options are as mentioned in Annexure H and
forms part of this Report. Further, the details of the stock options as 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 at least 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 a
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 Executive Chairman,
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/Policy
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. Essaji Goolam Vahanvati (DIN:
00157299), Independent Director of the Company has been reappointed for a second term of
five years with effect from September 30, 2025, by the shareholders of the
Company in their Annual General Meeting held on August 28, 2025.
Except for above, there were no changes among the Board of Directors
during the year. However, immediately upon completion of the financial year, Ms. Naina Lal
Kidwai (DIN: 00017806), Independent Director of the Company, has been reappointed for a
second term of five years with effect from May 17, 2026, by the shareholders of the
Company through postal ballot on May 13, 2026.
Further, as per the provisions of Section 152 of the Companies Act,
2013 read with the Articles of Association of the Company; Mr. Wenjie Zhang and Ms. Wei
Huang, shall retire by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
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 48th
Annual General Meeting.
Key Managerial Personnel
There were no changes among the Key Managerial Personnel during the
year under review. However, Mr. Shyamakant Giri, Chief Executive Officer of the Company
has tendered resignation to his office in the Company and consequently ceased to be the
KMP with effect from April 30, 2026.
Senior Management Personnel
The following changes occurred among the Senior Management Personnel
during the year under review.
| S. No Name |
Designation |
Changes, if any during the year |
| 1. Mr. Satnam Singh Loomba |
Chief Operating Officer |
Vacated his office with effect from March 31, 2026 by virtue
of Superannuation |
| 2. Dr. Jitendra Gangwal |
Head - R&D |
Appointed as SMP with effect from February 18, 2026 |
Further, Mr. Prasadha Rao Lysetti, has been appointed as the Sr.
Vice-President (Head - Operations) and consequently designated as SMP with effect from
April 06, 2026.
Subsidiaries and Associates [Rule 8(5)(iv) of Companies (Accounts)
Rules, 2014]
As on 31st March 2026; 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
3. Phixen SAS and its subsidiaries (Cenexi group)#, a Wholly owned
Step-Down Subsidiary* (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.),
incorporated in France.
# The wholly owned subsidiaries of Phixen SAS (Cenexi Group) are as
under:
1. Cenexi SAS
2. Cenexi HSC SAS
3. Cenexi Laboratories Thissen SA
4. Phineximmo SA
*100% stake in Phixen SAS is held by Gland Pharma International Pte.
Ltd consequent to the merger of Manxen SAS, Manxen 2 SAS and Manxen 3 SAS (wholly-owned
subsidiaries) into Phixen SAS effective January 01, 2025
Gland Pharma Limited is a subsidiary of Fosun Pharma Industrial Pte.
Ltd., a Singapore Company, which holds approximately 51.83% 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
Board's 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. Grant Thornton Bharat LLP as Internal
Auditor of the Company for the financial year 2025-26. 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 zero tolerance for sexual harassment and has adopted 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 workplace. All
women employees (permanent, temporary, contractual and trainees) are covered under this
policy.
The Company periodically conducts sessions for all employees across the
organisation to create awareness about the policy. The provisions of the policy have also
been displayed at various places to create awareness among the employees.
The Company has received 2 (Two) complaints during the year and
appropriate action was taken against the accused. There are no pending complaints as at
the end of the financial year.
The Company has complied with the provisions of the Maternity Benefit
Act, 1961.
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.
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(2)(f) 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 forming
part of this Annual Report.
Vigil Mechanism [Section 177(9) and 177(10)]
The Company, as required under Rule 7 of the 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 or
instances of unethical behaviour, actual or suspected fraud or violation of the Company's
code of conduct, 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.
The Whistle Blower Policy has been appropriately communicated to all
the stakeholders and is also available on the Company's website at
https://glandpharma.com/ images/Whistle
blower policy-amended-20.05.2025.pdf
Secretarial Standards
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, relating to Meetings of the Board
of Directors and General Meetings.
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 45th Annual
General Meeting (AGM) held on August 31, 2023 appointed M/s. Deloitte Haskins & Sells,
Chartered Accountants (Firm's Registration No. 008072S) as the Statutory Auditors of the
Company to hold office from the conclusion of the 45th AGM until the conclusion
of the 50th AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder and in compliance of the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024; the Company at its 47th Annual
General Meeting (AGM) held on August 28, 2025 appointed M/s. RVR & Associates, Company
Secretaries as the Secretarial Auditors of the Company to hold office from the conclusion
of 47th AGM until the conclusion of the 52nd AGM.
The Secretarial Audit Report for the financial year 2025-26 issued by
M/s. RVR & Associates, Company Secretaries 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 four times on May
20, 2025; August 05, 2025; November 03, 2025 and January 28, 2026.
Composition and attendance of Audit Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
4 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
3 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
4 |
Mr. Srinivas Sadu, Executive Chairman, 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 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 senior employees.
During the year under review, the Nomination and Remuneration Committee
met four times on April 07, 2025; May 20, 2025; July 03, 2025 and March 03, 2026 .
Composition and attendance of Nomination and Remuneration Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
4 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
4 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
4 |
| Ms. Wei Huang |
Member |
Non-Executive Director |
1 |
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 once on May 20, 2025.
Composition and attendance of Corporate Social Responsibility Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Srinivas Sadu |
Chairman |
Executive Chairman |
1 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
1 |
| Dr. Jia Ai (Allen) Zhang |
Member |
Non-Executive Director |
1 |
d) Stakeholders' Relationship Committee and Share Transfer Committee
The Company has constituted the 'Stakeholders' Relationship Committee
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 Committee
and Share Transfer Committee met thrice on May 20, 2025; August 05, 2025 and January 28,
2026.
Composition and attendance of Stakeholders' Relationship Committee and
Share Transfer Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
3 |
| Mr. Srinivas Sadu |
Member |
Executive Chairman |
3 |
| Mr. Wenjie Zhang |
Member |
Non-Executive Director |
1 |
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 twice
on October 16, 2025 and January 28, 2026.
Composition and attendance of Risk Management Committee
| Name of the Director / Officer |
Position |
Category |
No. of Meetings attended |
| Ms. Naina Lal Kidwai |
Chairperson |
Independent Director |
1 |
| Mr. Srinivas Sadu |
Member |
Executive Chairman |
2 |
| Dr. Jia Ai Zhang |
Member |
Non-Executive Director |
1 |
| Mr. Ravi Shekhar Mitra |
Member |
CFO |
2 |
f) ESOP Compensation Committee:
The Company has constituted the 'ESOP Compensation Committee' for
fulfilling the Board of Directors' corporate governance oversight responsibilities with
regard to the consideration, evaluation and confirmation of the exercise requests received
from the ESOP Grantees and to approve allotment of shares upon receipt of the exercise
amount within the stipulated timelines as prescribed under the Companies Act, 2013 and
relevant Rules made thereunder from time to time.
The Committee shall undertake an overall responsibility for monitoring,
scrutinizing and approving the allotment of shares to the employees with respect to ESOPs.
During the year under review, the ESOP Compensation Committee met
thrice on May 22, 2025, July 03, 2025 and March 03, 2026.
Composition and attendance of ESOP Compensation Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
3 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
3 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
3 |
Details of remuneration to Executive Directors and KMPs
| Name of the Director |
Salary |
Commission |
PF |
Perquisites |
Others |
Total |
| Mr. Srinivas Sadu |
283.64 |
- |
3.95 |
- |
- |
287.59 |
| Mr. Shyamakant Giri |
64.60 |
|
1.94 |
|
|
66.54 |
| Mr. Ravi Shekhar Mitra |
94.64 |
- |
1.26 |
- |
- |
95.90 |
| Mr. P. Sampath Kumar |
18.53 |
- |
0.33 |
- |
- |
18.86 |
* includes (i) an amount of Rs. 36.40 Mn (SGD 494,856) as remuneration
for the services performed as a Director in Gland Pharma International Pte. Ltd, the
Wholly-Owned subsidiary of the Company, (ii) Performance Linked Variable pay of Rs. 73.09
Mn (iii) ESOP Rs. 129.60 Mn.
# includes Performance Linked Variable pay of Rs. 26.68 Mn.
** includes (i)Performance Linked Variable pay of Rs. 28.36 Mn (ii)
ESOP Rs. 44.97 Mn.
*** includes (i)Performance Linked Variable pay of Rs. 1.23 Mn (ii)
ESOP Rs. 10.71 Mn.
Non-Executive Directors
The Company does not pay any remuneration to Non-Executive Directors.
Independent Directors
The Independent Directors of the Company would be paid Commission on
the profits of the Company, apart from Sitting fee for attending the Board and Committee
Meetings. The details of the remuneration paid to the Independent Directors are as
follows:
| Name of the Director |
Commission |
Sitting Fees |
Total |
| Mr. Satyanarayana Murthy Chavali* |
2.50 |
1.70 |
4.20 |
| Mr. Essaji Goolam Vahanvati |
2.50 |
1.20 |
3.70 |
| Mr. Udo Johannes Vetter* |
2.50 |
1.40 |
3.90 |
| Ms. Naina Lal Kidwai |
10.00 |
0.7 |
10.70 |
*In addition, Mr. Satyanarayana Murthy Chavali receives a remuneration
of USD 20,000 per annum for his services as a Director on the Board of Gland Pharma
International Pte. Ltd and Mr. Udo Johannes Vetter receives a remuneration of EURO 25,000
per annum for his services as a Member of the Supervisory Board of Phixen SAS. Both the
aforementioned Companies are the wholly owned material subsidiaries of Gland Pharma
Limited, and the remuneration would be paid to the Directors by the respective companies
directly.
Corporate Governance
In compliance with Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; a 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/ DetailsofEmployeesRemunerationsFY26.pdf
Acknowledgements
Your Directors gratefully acknowledge the continued support,
co-operation extended by our customers, vendors, 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 stakeholders.
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