Gland Pharma Limited

==> picture [59 x 48] intentionally omitted <==

==> picture [298 x 20] intentionally omitted <==

April 13, 2026

BSE Limited National Stock Exchange of India Limited Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, 5[th] Floor 25[th] floor, Dalal Street Plot no. C-1, Block G, Bandra Kurla Complex Bandra Mumbai - 400 001 (East), Mumbai - 400 051 Scrip Code: 543245 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 reappoint Ms. Naina Lal Kidwai, DIN: 00017806 as an Independent Director of the Company and consider commission on profits as remuneration to her To reappoint Ms. Naina Lal Kidwai, DIN: 00017806 as an Independent Director of the Company and consider commission on profits as remuneration to her

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 April 10, 2026 (“ 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 Tuesday, April 14, 2026 (09:00 AM IST) and ends on Wednesday, May 13, 2026 (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 May 15, 2026.

This Postal Ballot Notice will also be available on the Company’s website at https://glandpharma.com/images/postal-ballot-notice-09042026.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: 2026.04.13 16:29:29 +05'30' Sampath Kumar Pallerlamudi Company Secretary & Compliance Officer

Encl: As above

==> picture [596 x 78] intentionally omitted <==

==> picture [59 x 47] intentionally omitted <==

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.com

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; No. 09/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (hereinafter referred to as “MCA Circulars”) 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 resolution set out below is 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, April 10, 2026 (“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 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 Wednesday, May 13, 2026 (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 resolution 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 Ms. 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 May 15, 2026, and the resolution will be taken as passed, if the results of e- voting indicate that the requisite majority of the Members had assented to the Resolution. 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 REAPPOINT Ms. NAINA LAL KIDWAI, DIN: 00017806 AS AN INDEPENDENT DIRECTOR OF THE COMPANY AND CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO HER

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160, 178 read with Schedule IV to the Companies Act, 2013; the Companies (Appointment and Qualification of Directors) Rules, 2014; Regulations 16(1)(b), 17(1)(a), 25(2A) and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time; upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company and on the basis of the declaration of independence submitted, Ms. Naina Lal Kidwai, DIN: 00017806 who has been appointed as Independent Director of the Company for a period of five years with effect from May 17, 2021 to May 16, 2026 by the shareholders of the Company, in terms of Section 149 of the Companies Act, 2013; be and is hereby reappointed as an Independent Director of the Company for a second term of five consecutive years, with effect from May 17, 2026 till May 16, 2031; not liable to retire by rotation.

RESOLVED FURTHER 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, 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 for the financial years 2026-27 to 2030-31, which may exceed fifty percent of the total remuneration payable to all Non-Executive Directors for each of the financial years from 2026-27 to 2030-31.

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.”

By order of the Board of Directors

Place: Hyderabad Date: April 09, 2026

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 resolution, 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 April 10, 2026 (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 prepaid 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 Cutoff date i.e., April 10, 2026 . 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 Tuesday, April 14, 2026 (09:00 AM IST) and ends on Wednesday, May 13, 2026 (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., April 10, 2026, may cast their vote electronically. The e-voting module shall be disabled by MUFGINTIME for voting after May 13, 2026 (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 resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e- voting i.e., May 13, 2026.
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 May 15, 2026, and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution.
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 Circulars No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 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 resolution 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
260180 260180	Tuesday, April 14, 2026 09.00 AM IST Tuesday, April 14, 2026 09.00 AM 1ST	Wednesday, May 13, 2026 05.00 PM IST Wednesday, May 13, 2026 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 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFGINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFGINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders 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) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password.
e) Follow steps given above in points (a-d).

==> picture [282 x 46] intentionally omitted <==

METHOD 3 - NSDL e-voting website

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 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFGINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH CDSL: METHOD 1 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com.
b) Go to e-voting tab.
c) Enter 16-digit 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) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e- voting service providers i.e., MUFGINTIME. Click on “MUFGINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e- voting service providers i.e., MUFGINTIME. Click on “MUFGINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
/
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

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 “MUFGINTIME” 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:

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:
User ID: Enter User ID
Password: Enter existing Password
Enter Image Verification (CAPTCHA) Code

==> picture [250 x 63] intentionally omitted <==

Click “Submit”.
(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
User ID: Enter User ID
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.
DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
- ❖ Shareholders, holding shares in NSDL form, shall provide ‘point 4’ above.
- ❖ Shareholders, holding shares in CDSL form, shall provide ‘point 3’ or ‘point 4’ above.

❖ Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ 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).

Enter Image Verification (CAPTCHA) Code.
Click “Submit” (You have now registered on InstaVote).

Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon. E-voting page will appear.
B. Select ‘View’ icon. E-voting page will appear.
C. 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).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
E. 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.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on “Sign Up” under “Custodian / Corporate Body/ 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) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. https://instavote.linkintime.co.in and login with InstaVote Login credentials. and login with InstaVote Login credentials.
A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. https://instavote.linkintime.co.in and login with InstaVote Login credentials. and login with InstaVote Login credentials.
B. Click on “Investor Mapping” tab under the Menu section
C. Map the Investor with the following details:
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
3) ‘Investor PAN’ - Enter your 10-digit PAN.
4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.

Event No. can be viewed on the home page of InstaVote under “On-going Events”.

d) Enter “16-digit Demat Account No.”.
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). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) 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).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) 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).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

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 request [email protected] call at: 022 - 4886 7000 Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 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 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 request at [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

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

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

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

In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. 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.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

❖ 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: TO REAPPOINT Ms. NAINA LAL KIDWAI, DIN: 00017806 AS AN INDEPENDENT DIRECTOR OF THE COMPANY AND CONSIDER COMMISSION ON PROFITS AS REMUNERATION TO HER.

Ms. Naina Lal Kidwai was appointed as an Independent Director on the Board of Directors of Gland Pharma Limited on May 17, 2021, for a term of five years. Accordingly, the tenure of Ms. Naina Lal Kidwai as an Independent Director will be completed on May 16, 2026. Section 149(10) of the Companies Act, 2013, provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and shall be eligible for re-appointment, for another term of up to five years on passing a special resolution by members of the Company.

Based on the recommendation of Nomination and Remuneration Committee of the Company and pursuant to the performance evaluation of Ms. Naina Lal Kidwai, as member of the Board and the Chairman of the Risk Management Committee, and in view of her background, rich experience and vast knowledge that she brings with her; the Board of Directors opine that her reappointment as an Independent Director of the Company would be beneficial to the Company. The Board also believes that she possesses appropriate skills, expertise and competencies in the context of the Company’s businesses, particularly in the areas of finance, strategy, management and governance.

Accordingly, the Board of Directors has recommended the reappointment of Ms. Naina Lal Kidwai as an Independent Director of the Company, for the second term of five (5) consecutive years from May 17, 2026, to May 16, 2031, not liable to retire by rotation, by passing the special resolution as set out in the Notice of the Postal Ballot.

The Company has received, inter alia, (i) declaration in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, from Ms. Naina Lal Kidwai to the effect that she is not disqualified under Section 164 of the Act; (ii) declaration that she meets the criteria of independence as provided in the Act and the SEBI Listing Regulations; (iii) declaration that she is not debarred or restrained from acting as a director by any order of SEBI or by any other such Authority; and (iv) a notice in writing from a member under Section 160 of the Act proposing the candidature of Ms. Naina Lal Kidwai as an Independent Director of the Company.

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 pursuant to Regulation 17(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; prior approval of the Members of the Company is required for making payment to its Independent Directors, as recommended by the Board of Directors of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members; the Board of Directors in its Meeting held on April 09, 2026 has approved payment of Commission of 0.25% on the audited Net profits of the Company as computed in accordance with Section 198 of the Companies Act, 2013, subject to a maximum of INR 1,00,00,000/- (INR Ten Million only) per annum, in addition to the sitting fees being payable to her for attending the Board Meetings and the Meetings of the Committees of the Board, if any.

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 in compliance of the provisions of Regulation 17(6)(ca) of Listing Regulations.

The remuneration proposed to Ms. Naina Lal Kidwai was not increased in absolute terms since the date of her appointment as an Independent Director and is capped at INR 10.0 Mn only as was paid in the last five financial years. Currently, the remuneration proposed to Ms. Naina Lal Kidwai is more than 50% of the total remuneration payable to all the Independent Directors put together (similar to the FYs 2024-25 and 2025-26, due to decrease of independent directors from 5 to 4 and the Board of Directors from 11 to 8).

Ms. Naina Lal Kidwai is one of the senior most, highly qualified and experienced Independent Director on our Board. Her expertise and active participation in the Meetings have played a key role in many challenging decisions, the Company has taken during her tenure. In order to recognize the quality time and efforts that she has been allocating for the Company, the Board of Directors upon due recommendation by the Nomination and Remuneration Committee has proposed her remuneration (commission on the profits) for the Financial Years 2026-27 to 2030-31.

Her profile as mentioned below and her experience deserves a higher remuneration compared to the other members of the Board.

Ms. Naina Lal Kidwai is presently the Senior Advisor of Advent Private Equity India; a Non- Executive Director on the Board of Holcim SA (Switzerland), Independent Director on the Boards of UPL Limited, Biocon Limited, Nayara Energy Limited, Non-Executive Chairman and Senior Advisor of Rothschild & Co. India Pvt. Ltd and a Member of the Walmart India Advisory Group. She retired in December 2015 as Executive Director on the Board of HSBC Asia Pacific and Chairman HSBC India and in April 2018 from the global Board of Nestle.

She is Member of INDO-ASEAN Business Council, Member of the FICCI Steering Committee, Chairperson of the FICCI Water Mission, Chairman of the Indian Sanitation Coalition, Member of the Wildlife Conservation Trust Advisory Board,. Member of the Army Group Insurance Fund’s investment Advisory Committee, the Harvard Business School’s South Asia Advisory Board, Standard Chartered Bank’s International Advisory Council and Board Advisor for Punjab Innovation Mission, Member of General Body of Indian Council for Research on International Economic Relations (ICRIER), Advisor for NMCG-TERI Centre of Excellence on Water reuse.

She was the Past President of the Federation of Indian Chambers of Commerce and Industry (FICCI), Past Member of Confederation of Indian Industry National Executive Committee, past Member of ASSOCHAM National Executive Committee, Past Council Member of All India Management Association.

Ms. Naina Lal Kidwai was on the Board of Directors of Cipla Limited, Max Financial Services Limited, Larsen and Toubro Limited, Canara HSBC Oriental Bank of Commerce Life Insurance Company Ltd, HSBC Asset Management (India) Pvt. Ltd, HSBC Invest Direct (India) Limited, HSBC Securities and Capital Markets (India) Pvt. Ltd and was a Senior Advisor for The Boston Consulting Group.

Formerly, She had been a Member of the BRICS Business Council, representing India; member of the Government of India’s Industry Task Force, the Prime Minister’s Trade and Industry Council, the National Manufacturing Council, the National Trade Council, and on the Working Group on Banking, Financial Sector Legislative Reforms Commission and the National Institute of Bank Management, Member, Audit Advisory Board of the Comptroller & Auditor General of India, Member, National Science and Technology Entrepreneurship Development Board of the Government of India, Member, Government of India National Integration Council, Member, Reserve Bank of India Technical Advisory Committee on Money, Foreign Exchange and Securities Markets.

An MBA from Harvard Business School, she brings in rich experience in the areas of banking and finance. A recipient of many awards and honours, she was awarded the Padma Shri by the Government of India for her contribution to Trade and Industry. She has published several articles in mainline dailies and has authored 3 books, “Survive Or Sink - An Action Agenda for Sanitation, Water, Pollution and Green Finance”, “Contemporary Banking in India” and “30 Women in Power: Their Voices, Their Stories.”

Her interests in water, sanitation and the environment and empowerment of women are reflected in her engagements at Shakti Sustainable Energy Foundation, International Advisory Council of the Inquiry of United Nations Environment Program (UNEP), Commissioner for the Global Commission on Economy & Climate, Advisory Board Wildlife Conservation Trust, The Rockefeller Foundation Economic Council for Planetary Health, Chair of FICCI’s Water Mission and founder and Chair of the India Sanitation Coalition.

Ms. Naina Lal Kidwai started her banking career with ANZ Grindlays Bank (Now Standard Chartered Bank) in 1982 and was associated with it till 1994. During her stint with Morgan Stanley India / JM Morgan Stanley from 1994 to 2002, as Vice Chairman and Head Investment Banking, she was responsible for directing the operations of the Investment Bank in India. She was the Morgan Stanley representative on the Board of Directors and part of the 3- member Executive Committee responsible to the Board for the joint venture in India.

Ms. Naina Lal Kidwai holds a Bachelor of Arts Degree in Economics from Lady Shriram College, Delhi University and Master in Business Administration from Harvard Graduate School of Business Administration, Boston, USA

A copy of the draft letter of re-appointment, setting out the terms and conditions of re-appointment of Ms. Naina Lal Kidwai, is available for inspection in electronic mode, without any fee, during business hours on all working days up to May 13, 2026. The Board of Directors recommends to the Members of the Company to pass the resolution as mentioned in Item No. 1 of the Notice as a Special resolution.

The details as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings and other provisions of applicable laws are provided in Annexure –I to the Explanatory Statement. None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Ms. Naina Lal Kidwai, to whom the resolution relates, is concerned, or interested in the Resolution mentioned at Item No. 1 of the Notice.

By order of the Board of Directors

Place: Hyderabad Date: April 09, 2026

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

Annexure-I

Details of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 and Secretarial Standard on General Meetings are as given below:

are as given below: are as given below:
Name Name	Ms. Naina Lal Kidwai Ms. Naina Lal Kidwai
DIN DIN	00017806 00017806
Age Age	69 Years(Date of Birth – April 16,1957) 69 Years (Date of Birth - April 16, 1957)
Qualification Qualification	Ms. Naina Lal Kidwai holds a Bachelor of Arts Degree in Economics from Lady Shriram College, Delhi University and Master in Business Administration from Harvard Graduate School of Business Administration, Boston, USA. Ms. Naina Lal Kidwai holds a Bachelor of Arts Degree in Economics from Lady Shriram College, Delhi University and Master in Business Administration from Harvard Graduate School of Business Administration, Boston, USA.
Experience (including expertise in specific functional area)/ Brief Resume Experience (including expertise in specific functional area)/ Brief Resume	Ms. Naina Lal Kidwai is an Independent Director of your Company. An MBA from Harvard Business School, she makes regular appearances in listings of international women in business by Fortune and other publications. A recipient of many awards and honours in India, she was awarded the Padma Shri by the Government of India for her contribution to trade and industry. Ms. Kidwai has authored three books; “Survive or Sink - An Action Agenda for Sanitation, Water, Pollution and Green Finance”, “Contemporary Banking in India” and “30 Women in Power: Their Voices, Their Stories.” Ms. Kidwai possesses rich experience in the areas of Banking and Finance. She has been a past President of FICCI; one of the Government of India’s representatives on the BRICs Business Council and the INDO-ASEAN Business Council, the Rajasthan Chief Minister’s Economic transformation Advisory Council, the Investment Advisory Committee of the Army Group Insurance Fund; on the Governing Board of Lady Shriram College as well as on the Harvard Business School South Asia Advisory Board. Ms. Naina Lal Kidwai is an Independent Director of your Company. An MBA from Harvard Business School, she makes regular appearances in listings of international women in business by Fortune and other publications. A recipient of many awards and honours in India, she was awarded the Padma Shri by the Government of India for her contribution to trade and industry. Ms. Kidwai has authored three books; “Survive or Sink- An Action Agenda for Sanitation, Water, Pollution and Green Finance”, “Contemporary Banking in India” and “30 Women in Power: Their Voices, Their Stories.” Ms. Kidwai possesses rich experience in the areas of Banking and Finance. She has been a past President of FICCI; one of the Government of India’s representatives on the BRICs Business Council and the INDO-ASEAN Business Council, the Rajasthan Chief Minister’s Economic transformation Advisory Council, the Investment Advisory Committee of the Army Group Insurance Fund; on the Governing Board of Lady Shriram College as well as on the Harvard Business School South Asia Advisory Board.
Terms and Conditions of Reappointment Terms and Conditions of Reappointment	Reappointment for a term of five years commencing from May 17, 2026 Reappointment for a term of five years commencing from May 17, 2026

Remuneration last drawn (including sitting fees, if any) Remuneration last drawn (including sitting fees, if any)	INR 10 Mn as Commission on profits and INR 0.7 Mn as sitting fee for FY 2025-26 INR10 Mn as Commission on profits and INR 0.7 Mn as sitting fee for FY 2025-26
Remuneration proposed to be paid Remuneration proposed to be paid	As per resolution at item No.1 of the Postal Ballot Notice dated April 09, 2026, read with explanatory statement thereto As per resolution at item No.1 of the Postal Ballot Notice dated April 09, 2026, read with explanatory statement thereto
Date of first appointment on the Board Date of first appointment on the Board	May 17, 2021, as an Independent Director of the Company. May 17, 2021, as an Independent Director of the Company.
Shareholding in the Company as on April 09, 2026 (including shareholding as a beneficial owner) Shareholding in the Company as on April 09, 2026 (including shareholding as a beneficial owner)	NIL NIL
Relationship with other Directors/Key Managerial Personnel Relationship with other Directors/Key Managerial Personnel	Not related to any Director /Key Managerial Personnel Not related to any Director /Key Managerial Personnel
Number of meetings of the Board attended during the year (FY 2025-26) Number of meetings of the Board attended during the year (FY 2025-26)	6 (Total 6 Board meetings were held in FY 2025- 26) 6(Total6 Board meetings were held in FY 2025- 26)
Chairpersonship/Membership of the Committee(s) of the Board of Directors of the Company as on April 09, 2026 Chairpersonship/Membership of the Committee(s) of the Board of Directors of the Company as on April 09, 2026	Ms. Naina Lal Kidwai is the Chairperson of the Risk Management Committee, and she is not acting as a member for any of the Committees of the Board of the Directors of the Company Ms. Naina Lal Kidwai is the Chairperson of the Risk Management Committee, and she is not acting asa member for any of the Committees of the Board of the Directors of the Company
Other companies in which she is a Director excluding Directorship in Private and Section 8 companies as on April 09, 2026 (including listed entities from which she has resigned in thepast threeyears) Other companies in which she is a Director excluding Directorship in Private and Section 8 companies as on April 09, 2026 (including listed entities from which she has resigned in thepast three years)	Directorships in other Companies: ➢ Biocon Limited ➢ UPL Limited ➢ Nayara Energy Limited Directorships in other Companies: > Biocon Limited > UPL Limited > Nayara Energy Limited
Chairpersonship/ Membership of the Committee(s) of Board of Directors of other companies in which she is a Director excluding Private and Section 8 companies as on April 09, 2026 (including listed entities from which the person has resigned in the past three years) Chairpersonship/ Membership of the Committee(s) of Board of Directors of other companies in which she is a Director excluding Private and Section 8 companies as on April 09, 2026 (including listed entities from which the person has resigned in the past three years)	Memberships in other Committees: ➢ Audit Committee – Nayara Energy Limited ➢ Banking & Finance Committee – Nayara Energy Limited Chairperson in other Committees: ➢ CSR & Sustainability Committee – Nayara Energy Limited ➢ Nomination and Remuneration Committee – Nayara Energy Limited ➢ Nomination and Remuneration Committee – Biocon Limited ➢ CSR & ESG Committee – Biocon Limited Memberships in other Committees: > Audit Committee- Nayara Energy Limited > Banking & Finance Committee - Nayara Energy Limited Chairperson in other Committees: > CSR& Sustainability Committee- Nayara Energy Limited > Nomination and Remuneration Committee - Nayara Energy Limited > Nomination and Remuneration Committee - Biocon Limited > CSR& ESG Committee- Biocon Limited

➢ >	Sustainability Sustainability	Committee – UPL Committee - UPL
	Limited Limited
➢ >	Stakeholders Stakeholders	Relationship Committee – Relationship Committee-
	UPL Limited UPL Limited

AI assistant

Gland Pharma Limited — Proxy Solicitation & Information Statement 2026

59319_rns_2026-04-13_9f71b503-312b-4ef1-beb3-65c7a06f4186.pdf

April 13, 2026

Dear Sir/Madam,

Sub: Postal Ballot Notice

Encl: As above