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:

(Rs in million)

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 repainted 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

‘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.

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.

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 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 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

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES/ ASSOCOIATES / JOINT VENTURES

Rs in Million