Gland Pharma Limited

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February 07, 2025

BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers 25[th] floor, Dalal Street Mumbai - 400 001 Scrip Code: 543245

National Stock Exchange of India Limited Listing Department Exchange Plaza, 5[th] Floor Plot no. C-1, Block G, Bandra Kurla Complex Bandra (East), Mumbai - 400 051 Symbol: GLAND (ISIN: INE068V01023)

Dear Sir/Madam,

Sub: Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed herewith a copy of the Postal Ballot Notice seeking approval of Members, through Postal Ballot, by voting through electronic means (‘remote e-voting”) for the following business:

Item No Item No	Resolution Resolution	Description of the resolution Description of the resolution
1. 1.	Special Resolution Special Resolution	To consider commission on profits as remuneration to Ms. Naina Lal Kidwai, DIN:00017806,Independent Director To consider commission on profits as remuneration to Ms. Naina Lal Kidwai, DIN: 00017806, Independent Director
2. 2.	Ordinary Resolution Ordinary Resolution	To consider commission on profits as remuneration to Mr. Udo Jahannes Vetter, DIN: 00707474, Independent Director To consider commission on profits as remuneration to Mr. Udo Jahannes Vetter, DIN: 00707474, Independent Director
3. 3.	Ordinary Resolution Ordinary Resolution	To consider commission on profits as remuneration to Mr. Essaji G Vahanvati, DIN: 00157299, Independent Director To consider commission on profits as remuneration to Mr. Essaji G Vahanvati, DIN: 00157299, Independent Director

In accordance with the Companies Act, 2013 and SEBI Listing Regulations read with Circulars issued thereunder (MCA and SEBI circulars) and other applicable laws, the Postal Ballot Notice indicating, inter alia, the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members / List of Beneficial Owners as on January 31, 2025 (“ cut-off date ”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories.

Physical copies of the Notice, Postal Ballot Forms or pre-paid business envelope are not being sent to the members for this Postal Ballot, in accordance with the exemptions granted by the MCA and SEBI Circulars. Members are required to communicate their assent or dissent through the remote e-voting system only.

The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (MUFGINTIME) for the purpose of providing e-voting facility to all its members. The remote e-voting period commences on Saturday, February 08, 2025 (09:00 AM IST) and ends on Sunday, March 09, 2025 (5:00 PM IST) . The e-voting module shall be disabled by MUFGINTIME thereafter. The voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date.

The results of the Postal Ballot through e-voting will be announced on or before March 11, 2025.

This Postal Ballot Notice will also be available on the Company’s website at https://glandpharma.com/images/Postal Ballot-Notice-2025.pdf

This is for your information and records.

Yours truly, For Gland Pharma Limited

Digitally signed by Pallerlamudi Pallerlamudi Sampath KumarDN: cn=Pallerlamudi Sampath Kumar, c=IN, o=Personal, Sampath Kumar [email protected] Date: 2025.02.07 15:47:19 +05'30' Sampath Kumar Pallerlamudi Company Secretary & Compliance Officer

Encl: As above

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Corporate Identification Number (CIN) - L24239TG1978PLC002276 Registered Office: Sy. No. 143 - 148, 150 and 151, Near Gandimaisamma ‘X’ Roads D.P. Pally, Dundigal, Dundigal - Gandimaisamma (M), Medchal-Malkajgiri District Hyderabad 500 043, Telangana, India Tel: +91 84556 99999; E-mail id - [email protected]; Website: www.glandpharma.co m

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with Section 108 and the Companies (Management and Administration) Rules, 2014; Circulars issued by the Ministry of Corporate Affairs, Government of India and Circulars issued by the Securities and Exchange Board of India (‘SEBI’)]

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (hereinafter referred to as “the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as “the Rules”) and other applicable provisions of the Act, the Rules, Circulars and Notifications issued thereunder, as amended from time to time (including any statutory modifications or re-enactment thereof, for the time being in force), General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 02/2021 dated January 13, 2021; No. 10/2021 dated June 23, 2021; No.20/2021 dated December 8, 2021; No. 3/2022 dated May 5, 2022, No.11/2022 dated December 28, 2022; No. 09/2023 dated September 25, 2023 and No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (hereinafter referred to as “MCA Circulars”) and Circular No. SEBI/HO/ CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (“SEBI”) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time); the resolutions set out below are proposed to be considered and passed by the Members of Gland Pharma Limited (hereinafter referred to as “ the Company”) by Postal Ballot through remote e-voting process.

In accordance with the MCA Circulars and in compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and as per the guidelines issued by the MCA vide MCA Circulars, the Notice is being sent in electronic mode only to all those members whose names appear on the Register

of Members / List of Beneficial Owners as on Friday, January 31, 2025 (“cut-off date”) received from the Depositories and whose e-mail addresses are registered with the Company or Depository Participant / Depository / MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), the Company’s Registrar & Transfer Agent (hereinafter referred to as “RTA”).

The Company has engaged Services of MUFG Intime India Private Limited (MUFGINTIME) to provide remote e-voting facility to all its members to cast their votes electronically, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the Listing Regulations and aforementioned MCA Circulars. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes to Postal Ballot Notice so as to cast their vote electronically not later than 5:00 PM IST on 09[th] March, 2025 (the last day to cast vote electronically).

The physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot, in accordance with the exemptions granted by the aforementioned MCA Circulars. Members are required to communicate their assent or dissent through the remote e-voting system only.

The Explanatory Statement under Section 102(1) of the Act, forming part of the Notice, pertaining to the proposed resolutions setting out the material facts and the reasons thereof is annexed hereto along with the Postal Ballot Notice, for your consideration. Members may note that the Postal Ballot Notice is also available on the Company’s website: www.glandpharma.com. The Postal Ballot Notice will also be available on website of MUFGINTIME (https://instavote.linkintime.co.in) and on the website of Stock Exchanges, i.e., www.bseindia.com and www.nseindia.com

The Board of Directors has appointed Mrs. D. Soumya, Practicing Company Secretary, Hyderabad (Membership No. F11754, CP No.13199) as the Scrutinizer for conducting the Postal Ballot through the remote e-voting process in a fair and transparent manner. She has communicated her willingness to be appointed and will be available for the said purpose.

The Scrutinizer will submit her report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before March 11, 2025 and the resolutions will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolutions. The Scrutinizer’s decision on the validity of e-voting shall be final. The voting results along with Scrutinizer’s report would be published on the website of the Company i.e., www.glandpharma.com and will be communicated to the Stock Exchanges where the Company’s shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer’s report will also be posted on the Website of MUFGINTIME i.e., https://instavote.linkintime.co.in.

SPECIAL BUSINESS

ITEM # 1: TO CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO MS. NAINA LAL KIDWAI, DIN: 00017806, INDEPENDENT DIRECTOR To consider, and if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions of the Companies Act, 2013; provisions of Regulation 17(6)(a) and 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, in addition to the sitting fees being paid/payable for attending the meetings of the Board of Directors of the Company and its Committees thereof, based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company respectively, the consent of the members be and is hereby accorded to pay to Ms. Naina Lal Kidwai, Independent Director, for the Financial years 2024-25 and 2025-26, a commission of 0.25% on Audited Net Profits of the Company (computed in the manner provided in Section 198 and other applicable provisions of the Companies Act, 2013), subject to a maximum of INR 10,000,000 (INR Ten Million only) per annum or such commission as the Board of Directors may from time to time determine, not exceeding one per cent (1%) of the net profits of the Company in any financial year (computed in the manner provided in Section 198 of the Companies Act, 2013) for all the independent directors put together”.

“RESOLVED FURTHER THAT Mr. Srinivas Sadu, Executive Chairman or Mr. Sampath Kumar Pallerlamudi, Company Secretary be and are hereby severally authorized to do and perform all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

ITEM # 2: TO CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO MR. UDO JAHANNES VETTER, DIN: 00707474, INDEPENDENT DIRECTOR To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions of the Companies Act, 2013; provisions of Regulation 17(6)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, in addition to the sitting fees being paid/payable for attending the meetings of the Board of Directors of the Company and its Committees thereof, upon the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company respectively, the consent of the members be and is hereby accorded to pay to Mr. Udo J Vetter, Independent Director, for the Financial years 2024-25 and 2025-26, a commission of 0.1% on Audited Net Profits of the Company (computed in the manner provided in Section 198 and other applicable provisions of the Companies Act, 2013), subject to a maximum of INR 2,500,000 (INR Two Million and Five Hundred Thousand only) per annum or such commission as the Board of Directors may

from time to time determine, not exceeding one per cent (1%) of the net profits of the Company in any financial year (computed in the manner provided in Section 198 of the Companies Act, 2013) for all the independent directors put together”.

ITEM # 3: TO CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO MR. ESSAJI G VAHANVATI, DIN: 00157299, INDEPENDENT DIRECTOR To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions of the Companies Act, 2013; provisions of Regulation 17(6)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, in addition to the sitting fees being paid/payable for attending the meetings of the Board of Directors of the Company and its Committees thereof, upon the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company respectively, the consent of the members be and is hereby accorded to pay to Mr. Essaji G Vahanvati, Independent Director, for the remaining period of his term, a commission of 0.1% on Audited Net Profits of the Company (computed in the manner provided in Section 198 and other applicable provisions of the Companies Act, 2013), subject to a maximum of INR 2,500,000 (INR Two Million and Five Hundred Thousand only) per annum or such commission as the Board of Directors may from time to time determine, not exceeding one per cent (1%) of the net profits of the Company in any financial year (computed in the manner provided in Section 198 of the Companies Act, 2013) for all the independent directors put together”.

By order of the Board of Directors

Place: Hyderabad Date: February 03, 2025

Sampath Kumar Pallerlamudi Company Secretary & Compliance Officer

Registered Office Address :

Sy. No. 143 - 148, 150 and 151, Near Gandimaisamma ‘X’ Roads

D.P. Pally, Dundigal, Dundigal - Gandimaisamma (M), Medchal-Malkajgiri District, Hyderabad 500 043,

Telangana, India, Tel: +91 84556 99999;

E-mail id - [email protected]; Website: www.glandpharma.com

NOTES :

Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.
In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on January 31, 2025 (the “Cut-off date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“RTA”). Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.glandpharma.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot Notice is also disseminated on the website of MUFGINTIME (agency for providing the Remote e-voting facility) i.e., https://instavote.linkintime.co.in.
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of MUFG Intime India Private Limited (MUFGINTIME), the agency to provide e-voting facility. Members are requested to carefully read the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.
The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e., January 31, 2025 . Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

The e-voting period commences on Sunday, March 09, 2025 (5:00 PM IST). During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., January 31, 2025 may cast their vote electronically. The e-voting module shall be disabled by MUFGINTIME for voting after March 09, 2025 (5:00 PM IST). Once the vote on a resolution is cast by a Member, he or she will not be allowed to change it subsequently.
In case of any query/grievance in connection with the Postal Ballot through remote e-voting process, Members may refer to Frequently Asked Questions (FAQs) and InstaVote e-voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to [email protected] or contact on Tel.: 022-49186000. Members may also reach out to the Company at [email protected], Tel: +91 84556 99999
The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., March 09, 2025.
The Scrutinizer will submit her report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before March 11, 2025 and the resolutions will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolutions.
The voting results along with Scrutinizer’s report would be published on the website of the Company i.e., www.glandpharma.com and will be communicated to the Stock Exchanges where the Company’s shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer’s report will also be posted on the Website of MUFGINTIME, https://instavote.linkintime.co.in
In accordance with the MCA Circulars, Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and Members who hold shares in physical form are requested to provide their email addresses to Link Intime by sending an e-mail at [email protected] or to the Company at [email protected].

Procedure for Remote e-voting

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014; as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility to be provided by listed entities, Members are provided with the facility to cast their vote electronically, through the e-voting services provided by

MUFGINTIME, on the resolutions set forth in this Notice. The instructions for e-voting are given herein below.

The remote e-voting facility is available at the following link: https://instavote.linkintime.co.in. The e-voting event number (EVEN) and period of remote e-voting are set out below:

EVEN EVEN	Commencement of remote e-voting Commencement of remote e-voting	End of remote e-voting End of remote e-voting
250041 250041	Saturday, February 08, 2025 09.00 AM IST Saturday, February 08, 2025 09.00 AM 1ST	Sunday, March 09, 2025 05.00 PM IST Sunday, March 09, 2025 05.00 PM 1ST

E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by MUFGINTIME upon the expiry of the aforesaid period.

The individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e- voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users not registered for Easi/Easiest

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH DEPOSITORY PARTICIPANT:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL FORM/ NON-INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8

Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

Shareholders holding shares in NSDL form , shall provide ‘D’ above
Shareholders holding shares in NSDL form , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

GUIDELINES FOR INSTITUTIONAL SHAREHOLDERS (“CORPORATE BODY/

CUSTODIAN/MUTUAL FUND”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.

c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of InstaVote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

HELPDESK:

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL FORM/ NON-INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Login type	Helpdesk details Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at : 022- 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33 Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

FORGOT PASSWORD:

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL FORM HAS FORGOTTEN THE PASSWORD:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

➢ Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
➢ Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

INSTITUTIONAL SHAREHOLDERS (“CORPORATE BODY/ CUSTODIAN/MUTUAL FUND”) HAS FORGOTTEN THE PASSWORD:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e- Voting website of Link Intime: https://instavote.linkintime.co.in

➢ Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
➢ Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH NSDL/ CDSL HAS FORGOTTEN THE PASSWORD:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM #1,2 & 3: TO CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO MS. NAINA LAL KIDWAI, MR. UDO JAHANNES VETTER AND MR. ESSAJI G VAHANVATI, INDEPENDENT DIRECTORS.

Pursuant to Section 149(9) and subject to the provisions of Section 197 and 198 of the Companies Act, 2013; the Company may pay remuneration by way of Profit related commission to its Independent Directors, a specified percentage of net profits of the Company. Further, it states that where the Company has a Managing Director or a Whole-time Director, then a maximum of 1% of the net profits may be paid as remuneration to its Non-Executive Directors and Independent Directors.

Pursuant to Section 197 of the Companies Act, and Regulation 17(6)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the members of the Company is required for making payment of Remuneration to its Independent Directors, as recommended by the Nomination and remuneration Committee & Board of Directors of the Company. As recommended by the Nomination and Remuneration Committee, the Board has approved payment of Commission on profits as remuneration to the Independent Directors, in addition to the sitting fees being payable to them for attending the Board Meetings and the Meetings of the Committees of the Board, if any in their meeting held on February 03, 2025.

Since the remuneration to be paid to Ms. Naina Lal Kidwai exceeds fifty per cent of the total annual remuneration payable to all the non-executive directors of the company; approval of members through special resolution is being sought exclusively for Item No. 1 in compliance of the provisions of Regulation 17(6)(ca) of Listing Regulations.

As per the resolutions passed by the shareholders in the Annual General Meeting held on 26[th] August, 2021; Ms. Naina Lal Kidwai was paid a remuneration of 0.25% on Net profits of the Company, subject to a maximum of INR 10 Million per annum for FY 2021-22, 2022-23 and 2023-24; each of Mr. Udo Jahannes Vetter and Mr. Essaji G Vahanvati were paid a remuneration of 0.1% on Net profits of the Company, subject to a maximum of INR 2.5 Million per annum for FY 2021-22, 2022-23 and 2023-24.

The Board recommends passing of the resolutions as set out in the Postal Ballot Notice at Item No. 1 as Special Resolution and Item No. 2 and Item No. 3 as Ordinary Resolutions.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives except for Ms. Naina Lal Kidwai, Mr. Udo Jahannes Vetter and Mr. Essaji G Vahanvati to whom these resolutions relate, is concerned or interested in the resolutions.

By order of the Board of Directors

Place: Hyderabad Date: February 03, 2025

Sampath Kumar Pallerlamudi Company Secretary & Compliance Officer

Registered Office Address :

Sy. No. 143 - 148, 150 and 151, Near Gandimaisamma ‘X’ Roads

D.P. Pally, Dundigal, Dundigal - Gandimaisamma (M), Medchal-Malkajgiri District, Hyderabad 500 043,

Telangana, India, Tel: +91 84556 99999 ;

E-mail id - [email protected]; Website: www.glandpharma.com

AI assistant

Gland Pharma Limited — Proxy Solicitation & Information Statement 2025

59319_rns_2025-02-07_1aa31050-9617-4de1-8580-f0a01e4c01c5.pdf

Dear Sir/Madam,

Sub: Postal Ballot Notice