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Glenmark Pharmaceuticals ltd — AGM Information 2025
Aug 29, 2025
62608_rns_2025-08-29_5bb32738-3f60-4eab-ae00-82cc22c2356d.pdf
AGM Information
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August 29, 2025
To, Dy. General Manager Department of Corporate Services, BSE Ltd., P. J. Towers, Dalal Street, Fort, Mumbai – 400 001.
To, The Manager – Listing, National Stock Exchange of India Ltd., Bandra Kurla Complex, Bandra (E), Mumbai – 400 051.
Ref: Scrip Code: 532296
Ref: Scrip Name: GLENMARK
Dear Sir/ Madam,
- Sub: Notice of 47th Annual General Meeting of the Company for F.Y. 2024 25 as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Further to our letter dated August 14, 2025 and pursuant to Regulation 34(1) of the Listing Regulations, enclosed please find herewith the Notice and Explanatory Statement convening the 47th Annual General Meeting (AGM) scheduled to be held on Friday, September 26, 2025 at 2.00 p.m. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
The dividend for the year ended March 31, 2025 as recommended by the Board, upon approval by the Shareholders at the AGM, will be paid to those members whose names will appear in the Register of Members/ Beneficial Owners as at the close of business hours on Monday, September 15, 2025 i.e. Record Date.
Further, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is in the process of sending letters to those Shareholder’s whose e-mail addresses are not registered with the Company/Depository Participants, providing the weblink and QR code from where the Notice and Integrated Annual Report can be accessed on the Company’s website. The letter to shareholders whose email addresses are not registered is enclosed herewith.
Thanking You
Yours Faithfully,
For Glenmark Pharmaceuticals Limited
HARISH Digitally signed by HARISH VINAYAK VINAYAK KUBER KUBER Date: 2025.08.29 18:43:52 +05'30'
Harish Kuber
Company Secretary & Compliance Officer
Encl: As above
Glenmark Pharmaceuticals Limited Glenmark House, B D Sawant Marg, Andheri (E), Mumbai 400 099 T: 91 22 4018 9999 F: 91 22 4018 9988 CIN No: L24299MH1977PLC019982 W: www.glenmarkpharma.com Registered office: B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai 400 026 E: [email protected]
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GLENMARK PHARMACEUTICALS LIMITED
Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026 Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway, Andheri (E), Mumbai - 400 099. Tel No:- 91 22 4018 9999 Fax No: 91 22 4018 9986 CIN: L24299MH1977PLC019982 Website: www.glenmarkpharma.com; Email: [email protected]
NOTICE
Notice is hereby given that the Forty Seventh Annual General Meeting (“AGM”) of the Company will be held on Friday, 26 September 2025 at 2.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following businesses:
ORDINARY BUSINESS:
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To receive, consider, approve and adopt the Audited Standalone Financial Statements for the Financial Year ended 31 March 2025 together with the reports of the Board and Auditors thereon.
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To receive, consider, approve and adopt the Audited Consolidated Financial Statements for the Financial Year ended 31 March 2025 together with the report of the Auditors thereon.
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To declare dividend of ` 2.50 per equity share for the financial year 31 March 2025.
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To appoint a Director in place of Mrs. Cherylann Pinto (DIN: 00111844), who retires by rotation and being eligible, offers herself for re-appointment.
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To appoint M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) as the Statutory Auditors of the Company:
To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of Audit Committee and the Board of Directors, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.: 001076N/ N500013) be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 47th Annual General Meeting till the conclusion of the 52nd Annual General Meeting of the Company, at such remuneration and out of pocket expenses as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”
SPECIAL BUSINESS:
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To ratify remuneration of the Cost Auditor for the financial year ending 31 March 2026:
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To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of ` 2.80 million excluding applicable taxes and reimbursement of actual travel and outof pocket expenses as approved by the Board of Directors of the Company to be paid to M/s. R A & Co. (Firm Registration No.: 000242), the Cost Auditors of the Company for the conduct of the cost audit for the financial year ending 31 March 2026, be and is hereby ratified and confirmed.”
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RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."
- Appointment of M/s. Rauthan & Associates Company Secretaries LLP, (ACA - 3363) (Firm Registration No.: L2023MH014100) as the Secretarial Auditor of the Company:
To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws/ statutory provisions, if any, as amended from time to time, and based on the recommendations of the Audit Committee and Board of Directors of the Company, M/s. Rauthan & Associates Company Secretaries LLP, (ACA - 3363), (Firm Registration No.: L2023MH014100) be and are hereby appointed as Secretarial Auditors of the Company for term of five consecutive years, i.e. to perform audit for the period starting from financial year 2025-26 till financial year 2029-30, at such fees, plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors and the Secretarial Auditors.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be deemed necessary, proper, or expedient to give effect to the above resolution.”
8. Appointment of Ms. Patricia Andrews (DIN- 11211749) as Non-Executive Independent Director of the Company:
To consider and, if thought fit, to pass the following resolution as Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Companies Act, 2013 and Regulations 16(1)(b), 17, 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Ms. Patricia Andrews (DIN- 11211749), who was appointed as an Additional Director (Non-Executive - Independent) of the Company by the Board of Directors of the Company (on the recommendation of the Nomination and Remuneration Committee) with effect from 14 August 2025, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from 14 August 2025 up to 13 August 2030 (both days inclusive).
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors is authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”
By Order of the Board For Glenmark Pharmaceuticals Limited
Harish Kuber Company Secretary & Compliance Officer
Registered Office:
B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026
Place: Mumbai Date: 14 August 2025
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NOTES:
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The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), with respect to Item Nos. 5 to 8 above is annexed hereto.
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The Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”), have vide various circulars has dismissed the requirement for physical attendance of the Members to the AGM till 30 September 2025.
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Hence, in accordance with these Circulars, the 47th AGM of the Members of the Company is being held through VC/ OAVM. The venue of the Meeting shall be deemed to be the registered office of the Company.
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In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”) and MCA circulars, the 47th AGM of the Members will be held through VC/ OAVM. Hence, Members can attend and participate in the AGM through VC/ OAVM only. The detailed procedure for participating in the meeting through VC/ OAVM is annexed herewith (Refer serial no. 28) and the same will also be available at the website of the Company at www.glenmarkpharma.com.
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Members will be provided with a facility of electronic voting (e-voting) and for attending the AGM through VC/ OAVM by the National Securities Depository Limited (NSDL) e-Voting system i.e. www.evoting.nsdl.com/.
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Since this AGM is being held pursuant to the MCA and SEBI Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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The facility for joining AGM through VC/OVAM will be available for up to 1,000 Members and members may join on first come first serve basis. However, the above restriction shall not be applicable to members holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel(s), the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizers etc. Members can login and join 15 (Fifteen) minutes prior to the scheduled time of meeting and window for joining shall be kept open till the expiry of 15 (Fifteen) minutes after the scheduled time.
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Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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The dividend for the year ended 31 March 2025 as recommended by the Board, upon approval by the shareholders at the Annual General Meeting, will be paid to those members whose names will appear in the Register of Members/ Beneficial Owners as at the close of business hours on Monday, 15 September 2025 i.e. Record Date.
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In respect of shares held in electronic form, the dividend will be payable on the basis of the beneficial ownership as per details furnished by NSDL and CDSL, for this purpose.
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The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act and the Certificate from the Secretarial Auditor of the Company under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for inspection by the Members in electronic mode during the AGM. Members who wish to inspect, may send their request through an email at [email protected] up to the date of AGM.
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Members seeking any information with regard to accounts are requested to write to the Company Secretary at least ten days in advance, to enable the Company to keep the information ready.
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SEBI, vide its various circulars has simplified the process for investor service requests. Accordingly, the companies shall process the following service requests viz. issue of duplicate securities certificate; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition in dematerialised form only. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or Kfintech, for assistance in this regard.
Accordingly, the members holding shares in Demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP. In case of any queries/ difficulties in registering the e-mail address, Members may write to [email protected] or [email protected], and Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA at [email protected]. Members may follow the process detailed below for registration of email ID:
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| Type of Holder | Process | Process |
|---|---|---|
| Physical | For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, Kfntech either by email to [email protected] or by post to Selenium Tower B, Plot 31 & 32,Financial District,Nanakramguda,SerilingampallyMandal,Hyderabad – 500032. |
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| To register PAN, email address, bank details and other KYC details or changes / update thereof for securities held in physical mode |
Form ISR - 1 | |
| Update of signature of securities holder | Form ISR - 2 | |
| For nomination as provided in the Rules 19 (1) of Companies (Share capital and debenture)Rules,2014 |
Form SH-13 | |
| Declaration to opt out | Form ISR - 3 | |
| Cancellation of nomination by the holder(s) (along with ISR-3) / Change of Nominee |
Form SH-14 | |
| Form for requesting issue of Duplicate Certifcate and other service requests for shares held inphysical form |
ISR 4 | |
| Request for transmission of securities bynominee or legal heir | ISR 5 | |
| Demat | Please contact your DP and register your email address and bank account details in your demat account, asper theprocess advised by your DP. |
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Non-resident Indian shareholders are requested to inform immediately about the following to the Company or Kfintech or the concerned Depository Participant, as the case may be: a) The change in the residential status on return to India for permanent settlement.
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b) The particulars of the NRE Account with a Bank in India, if not furnished earlier.
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SEBI has directed companies to credit the dividends electronically to the Member’s bank account. All Members who are yet to update their Bank details are requested to do the same, so that the dividend can be credited electronically. Members who hold shares in dematerialized form should inform their Depository Participant(s) and such Members holding shares in physical form should inform Kfintech, their Bank details viz. Bank Account Number, Name of the Bank and Branch details and MICR Code. Those Members who have earlier provided the above information should update the details, if required.
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SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in dematerialized form are therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to Kfintech.
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The MCA has notified provisions relating to unpaid/unclaimed dividend under Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As per these Rules, dividends which are not encashed / claimed by the shareholder for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF) Authority. The new IEPF Rules mandate the companies to transfer the shares of shareholders whose dividends remain unpaid / unclaimed for a period of seven consecutive years to the demat account of IEPF Authority. Hence, the Company urges all the shareholders to encash/ claim their respective dividend during the prescribed period. The details of the unpaid / unclaimed amounts lying with the Company as on 27 September 2024 i.e. the date of last Annual General Meeting are available on the website of the Company www.glenmarkpharma.com and on the website of MCA. The shareholders whose dividend/ shares are/ will be transferred to the IEPF Authority can now claim their shares from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority www.iepf.gov.in.
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Members are requested to contact Kfintech/the Company for encashing the unclaimed dividends standing to the credit of their account. The detailed dividend history is available on ‘Investor Relations’ page on the website of the Company viz. www. glenmarkpharma.com.
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In view of the ‘Green Initiative in Corporate Governance’ introduced by the MCA and in terms of the provisions of the Act, all Members who are holding shares of the Company in physical mode, are required to register their Email ids, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondence, etc. through Emails, in the electronic mode instead of receiving physical copies of the same. The Members holding shares in dematerialized form, who have not registered their Email ids with Depository Participant(s), are requested to register/update their Email ids with their Depository Participant(s).
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Members may note that the Notice of the AGM and Integrated Annual Report 2024-25 will also be available on the Company’s website at www.glenmarkpharma.com and website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on website of the NSDL i.e. www.evoting. nsdl.com/.
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In compliance with the Circulars, Notice along with the Integrated Annual Report 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ National Securities Depository Limited and Central Depository Services (India) Limited (‘Depositories’)/ KFin Technologies Limited (‘RTA’). The printed copy of the Integrated Annual Report and the Notice will be sent to only those members who request for the same at complianceofficer@ glenmarkpharma.com. The members are requested to mention their Folio No./DP id and Client id while submitting the request.
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A letter containing a weblink and QR code for accessing the Notice and Integrated Annual Report for the financial year 202425 will be sent to those shareholders who have not registered their email address with the Company/ Depositories/RTA.
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Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.
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The Company has fixed Friday, 19 September 2025 as Cut-off date for determining the eligibility of Members entitled to vote at the AGM. The remote e-voting shall remain open for a period of 3 days commencing from Tuesday, 23 September 2025, IST 9.00 a.m. to Thursday, 25 September 2025, IST 5.00 p.m. (both days inclusive).
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The Company has appointed M/s. Rauthan & Associates Company Secretaries LLP (ACA-3363) (Firm Registration No.: L2023MH014100) as Scrutinizer to scrutinize the e-voting process in fair and transparent manner. The Scrutinizer will submit his report to the Chairman & Managing Director /Executive Director after completion of the scrutiny and the results of the e-voting within 2 working days of the conclusion of the AGM i.e. on or before Tuesday, 30 September 2025 at the Corporate office of the Company at Glenmark House, B. D. Sawant Marg, Chakala, Off. Western Express Highway, Andheri (E), Mumbai – 400099, India. The Scrutinizer’s decision on the validity of votes cast will be final.
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The documents referred to in the Notice/ Explanatory Statement will be available for inspection by the members of the Company at the Corporate Office of the Company between 11:00 a.m. and 1:00 p.m., on any working day of the Company up to and including the date of the Meeting. Members who wish to seek inspection, may send their request through an email at [email protected] up to the date of AGM.
26. TDS on Dividend paid to Shareholder
For Resident shareholder
As per section 194 of Income Tax Act, 1961 every Company is required to deduct tax at source from dividend paid to resident shareholders as per prescribed rates. But no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during the Financial Year 2025-26 does not exceed ₹ 10,000.
Further, if the resident individual / HUF shareholder provides duly signed declaration in Form 15G/ Form 15H (as applicable), no TDS shall be applicable provided that the eligibility conditions are being met.
Where the PAN is either not available or is invalid, TDS shall be deducted at a rate of 20%.
Also, shareholders who are required to link their Aadhaar Number with their PAN in terms of the provisions of Section 139AA (2) of the act (read with rule 114AAA), it is advisable to link their PAN with Aadhaar in order to avoid higher rate of TDS.
TDS Rates applicable to Resident Shareholder: -
| TDS Rates applicable to Resident Shareholder: - | |
|---|---|
| Shareholders havingvalid PAN Shareholders not having PAN /valid PAN / PAN linked with |
10% or as notifed bythe Government of India 20% or as notifed by the Government of India |
| Aadhaar,as applicable. |
For Non Resident Shareholder
As per Income Tax Act, 1961 the rate of withholding tax is 20% (plus applicable surcharge and cess). However, where a non-resident shareholder is eligible to claim the tax treaty benefit, and the tax rate provided in the respective tax treaty is beneficial to the shareholder, then the rate as per the tax treaty would be applied. In order to avail tax treaty benefits, nonresident shareholders would be required to submit ALL the below documents:
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Tax Residency Certificate for FY 2025-26, the year in which the dividend is received (to be obtained from the Revenue / Tax authorities of the country of which the shareholder is resident)
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E-filed Form 10F as prescribed under Income Tax Act, 1961
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Copy of PAN Card if available
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- Self-declaration of beneficial ownership and not having a PE in India (For Foreign corporation; For individual nonresidents)
All the aforesaid documents can be submitted at link https://ris.kfntech.com/form15/default.aspx.
Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on the dividend amount. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by the non- resident shareholder.
For All Shareholders
In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the registered Member, then such registered Member should furnish a declaration containing the name, address, PAN of the person to whom TDS credit is to be given, proportion of credit and reasons for giving credit to such person with the Company in the manner prescribed by the Rules. Such declarations under Rule 37BA, need to be submitted on or before Tuesday, 16 September 2025 for enabling the Company to consider the same. Any request submitted after the record date shall not be considered.
Please also note that in order to claim credit of TDS deducted by Glenmark Pharmaceuticals Limited, it is mandatory to have valid PAN updated at depository’s register. The company shall not be held liable for unavailability of TDS credit due to invalid/ incorrect PAN available in depository’s record. Further, shareholder is required to submit relevant declarations/ documents mentioned above on or before Tuesday, 16 September, 2025, in order to avail benefit of lower/Nil rate.
Forms are available on https://ris.kfntech.com/form15/default.aspx. Shareholders may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil withholding tax.
For all self-attested documents, shareholder must mention on the document "certified true copy of the original". For all documents being sent by the Shareholder, the Shareholder undertakes to send the original document(s) on the request by the Company for verification purpose.
The documents furnished by the Shareholders (such as Form 15G/15H, TRC, Self-Attested Declaration etc.) shall be subject to review and examination by the Company before granting any beneficial rate or NIL Rate. The Company reserves the right to reject the documents in case of any discrepancies or the documents are found to be incomplete.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and various Circulars issued by the MCA the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
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The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on Tuesday, 23 September 2025, IST 9.00 a.m. to Thursday, 25 September 2025, IST 5.00 p.m. (both days inclusive). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Friday, 19 September 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 19 September 2025.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
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Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience. |
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Helpdesk for Individual Shareholders Depository i.e. NSDL and CDSL. |
holding securities in demat mode for any technical issues related to login through |
|---|---|
| Login type | Helpdesk details |
| 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] call at 022 - 4886 7000 |
| 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. 1800-21-09911 |
- B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below:
| Your User ID details are given below: | |
|---|---|
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
-
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Sagar S. Gudhate, Senior Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
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Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join Meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably.
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As the Meeting is being conducted through VC/OAVM, Members are encouraged to express their views/send their queries in advance mentioning their name, DP Id / Client Id / Folio Number, and mobile number to complianceofcer@glenmarkpharma. com to enable smooth conduct of the Meeting. Queries received by the Company on the aforementioned Email Id by Tuesday, 16 September 2025, 5:00 P.M. IST shall only be considered and responded.
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Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP Id and Client Id / Folio No., mobile number at [email protected] on or before Tuesday, 16 September 2025, 5:00 P.M. IST . Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM.
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When a pre-registered speaker is invited to speak at the meeting but does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
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The Company reserves the right restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.
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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Item No. 5 - Ordinary Resolution:
The Members of the Company at the 42nd Annual General Meeting (AGM) held on 29 September 2020 had approved the appointment of M/s Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No.121750W/W-100010), as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of said AGM till the conclusion of the 47th AGM.
Based on the recommendations of the Audit Committee at its meeting held on 13 August 2025, the Board of Directors at their meeting held on 14 August 2025, had approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from conclusion of the 47th AGM until the conclusion of the 52nd AGM of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 47th AGM until the conclusion of the 52nd AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time. Pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended, the proposed remuneration to be paid to the Auditors for the FY 2025-26 is ` 16.00 million. The said remuneration excludes applicable taxes and out of pocket expenses. The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.
M/s Walker Chandiok & Co LLP was established on January 1, 1935 and converted to a Limited Liability Partnership firm on March 25, 2014. The firm is registered with the Institute of Chartered Accountants of India (ICAI) and empanelled on the Public Company Accounting Oversight Board (PCAOB) and Comptroller & Auditor General of India. The firm provides professional services like auditing, taxation, and management consultancy services to clients in India. The firm has over 90 years of experience in India providing audit services to Indian Global Companies. The firm is operating from 19 locations in India. The firm is considered as one of the four largest audit firms in India with many marquee names as the audit clients.
Pursuant to Section 139 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, the Company has received written consent from M/s. Walker Chandiok & Co. LLP and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Walker Chandiok & Co. LLP, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
None of the Directors or Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 5 for the approval of Members.
Item No. 6 – Ordinary Resolution:
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is a Cost Accountant in practice or a Firm of Cost Accountants in practice as a Cost Auditor on the recommendation of the Audit Committee, which shall also recommend remuneration for such Cost Auditor. The remuneration recommended by Audit Committee shall be considered and approved by the Board and ratified by the shareholders of the Company.
On recommendation of Audit Committee at its meeting held on 22 May 2025 and the Board at its meeting held on 23 May 2025 considered and approved appointment of M/s. R A & Co., Cost Auditors (Firm Registration No: 000242), for the conduct of the cost audit of cost records of the Company at a remuneration of ` 2.80 million excluding applicable taxes and reimbursement of actual travel and out-of pocket expenses for the Financial Year ending 31 March 2026.
None of the Directors or Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 6 for the approval of Members.
Item No. 7 – Ordinary Resolution:
On recommendation of Audit Committee at its meeting held on 13 August 2025 and the Board at its meeting held on 14 August 2025, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of M/s. Rauthan & Associates Company Secretaries LLP, (ACA-3363) (Firm Registration No. L2023MH014100) as Secretarial Auditors of the Company for a term of five consecutive years, i.e., to perform audit for the period starting from financial year 2025-26 till financial year 2029-30, subject to approval of the Members.
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The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
M/s. Rauthan & Associates Company Secretaries LLP is a well-known firm of Practising Company Secretaries founded in 2023. CS Surjan Singh Rauthan, Designated partner started his practice in the year 1999. Renowned for its commitment to quality and precision, the firm has been Peer Reviewed and Quality Reviewed by the Institute of Company Secretaries of India (ICSI), ensuring the highest standards in professional practices. M/s. Rauthan & Associates Company Secretaries LLP has a team of five qualified Company Secretaries, three semi-qualified Company Secretaries, a Chartered Accountant, an advocate and four supporting staff and their focus is on providing comprehensive professional services in corporate law, SEBI regulations, FEMA compliance, and allied fields, delivering strategic solutions to ensure regulatory adherence and operational efficiency. The firm provides its services to various leading Indian and Multi-National Companies, Banks, Insurance Companies, venture capital companies, non-profit making companies etc.
M/s. Rauthan & Associates Company Secretaries LLP has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditors in terms of Regulation 24A of the Listing Regulations. The services to be rendered by M/s. Rauthan & Associates Company Secretaries LLP as Secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.
The proposed fees in connection with the secretarial audit shall be ` 0.35 million plus applicable taxes and other out-of-pocket expenses for FY 2025-26, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s. Rauthan & Associates Company Secretaries LLP.
In addition to the secretarial audit, M/s. Rauthan & Associates Company Secretaries LLP shall provide such other services in the nature of certifications and other professional work. The relevant fees for such other services will be determined in consultation with M/s. Rauthan & Associates Company Secretaries LLP.
None of the Directors or Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 7 for the approval of Members.
Item No. 8 – Special Resolution:
The Board, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 14 August 2025, appointed Ms. Patricia Andrews (DIN: 11211749), as an Additional Director (Non- Executive Independent) of the Company, to hold office for a term of 5 (Five) consecutive years effective from 14 August 2025 up to 13 August 2030, subject to the approval of the Members by way of a Special Resolution and she is not liable to retire by rotation.
Pursuant to regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Ms. Patricia Andrews shall hold office up to the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier. Ms. Patricia Andrews is eligible to be appointed as an Independent Director for a term up to (5) five consecutive years. The Company has, in terms of Section 160(1) of the Companies Act, 2013, received in writing a notice from a Member, proposing her candidature for the office of Director. The Company has also received a declaration of independence from Ms. Patricia Andrews.
In the opinion of the Board, Ms. Patricia Andrews fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for being eligible for her appointment and she is not debarred from holding the office of of Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority. Ms. Patricia Andrews is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director. Further, Ms. Patricia Andrews has also confirmed that she is registered with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Brief profile of Ms. Patricia Andrews is as under:
Ms. Patricia Andrews has completed her Bachelor of Arts – BA in History and Political Science from Brown University and has completed her Master of Business Administration in Finance from University of Michigan. Ms. Patricia Andrews is an accomplished CEO and public company director with extensive leadership experience across diverse pharmaceutical and biotechnology organizations. Renowned for her strategic insight and broad functional expertise, she has consistently driven transformative growth in biopharma companies focused on clinical-stage compounds rooted in cutting-edge science.
Ms. Andrews had successfully led product launches in the U.S., and through strategic partnerships in Europe and Asia. She had negotiated complex licensing and partnership agreements and built high-performing global teams. She was a Director and Audit
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Committee Member at GlycoMimetics, Inc., where she played a pivotal role in shaping strategy, guiding resource allocation, and supporting funding decisions as the company advances its Phase III clinical trials and prepares for commercialization. Further, she also serves on the Board of Oncolytics Biotech Inc. as a Director and Member of Science & Development and Governance Committees.
Ms. Patricia Andrews will be entitled to remuneration by way of sitting fees and commission (subject to the approval of Nomination and Remuneration Committee and Board of Directors) for attending the meetings of the Board and the Board Committees.
Ms. Patricia Andrews had submitted requisite disclosures including consent to act as director, disclosure of her independence and other disclosures required under the Companies Act 2013 and Listing Regulations. A copy of the draft letter for the appointment of Ms. Patricia Andrews as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office and is also available on the website of the Company.
Except Ms. Patricia Andrews (being an appointee) and her relatives, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.
The Board based on the recommendations of the Nomination and Remuneration Committee considers the appointment of Ms. Patricia Andrews as Non-Executive, Independent Director in the interest of the Company and recommends the Special Resolution as set out at Item no. 8 for the approval of Members.
Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is set out in the “Annexure” to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.
By Order of the Board For Glenmark Pharmaceuticals Limited
Harish Kuber Company Secretary & Compliance Officer
Registered Office:
B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026
Place: Mumbai Date: 14 August 2025
14
ANNEXURE
DETAILS OF DIRECTOR RECOMMENDED FOR APPOINTMENT/ RE-APPOINTMENT
Pursuant to 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings:
| Full Name | Mrs. Cherylann Pinto | Ms. Patricia Andrews |
|---|---|---|
| Director Identifcation Number (DIN) | 00111844 | 11211749 |
| Date of Birth and Age | 16-01-1967 (58 years) |
20-03-1958 (67 years) |
| Nationality | Indian | American |
| Original Date of Appointment | 16-05-2007 | 14-08-2025 |
| Qualifcation | Graduate in Pharmacy from the Institute of Chemical Technology (ICT) in Mumbai and has also completed The General Management Program from the Harvard Business School in Boston. |
Graduated in BA (History and Political Science) from the Brown University and has completed her MBA in Finance from University of Michigan. |
| Expertise in specifc functional areas and Experience |
She has expertise in Pharma Business and expertise in Science-Technology, Strategy, Corporate Governance, Human Resource and General Management. |
She has expertise in Pharma Business and expertise in Science-Technology. |
| Remuneration proposed to be paid | As approved by shareholders via Postal Ballot Notice dated 7 April 2022 |
Sitting Fees & Commission* |
| Remuneration last drawn | 62.25 million|0.1 million** |
|
| Number of Board Meetings attended during FY 2024-2025 |
5 out of 6 | Not Applicable |
| Number of Shares held in the Company including shareholding as a benefcial owner |
Direct Holding in the Company – 7,58,485 (0.27% of paid-up share capital) Shareholding as a benefcial owner – 8.51% (through Saldanha Family Trust) |
Nil |
| Terms and conditions of appointment | Executive Director – Corporate Services, liable to retire by rotation |
Appointment as an Independent Director of the Company for a term of 5 (Five) consecutive years with efect from 14th August, 2025 up to 13th August, 2030 (both days inclusive), not liable to retire by rotation. |
| Directorships held in other companies/body corporates |
• Glenmark Philippines Inc. • Glenmark Pharmaceuticals (Nigeria) Ltd. • Glenmark Pharmaceuticals FZE • Glenmark Pharmaceuticals Egypt S.A.E. • Glenmark Pharmaceuticals Ecuador S.A. • Glenmark Uruguay SA • Glenmark Healthcare Limited |
• Oncolytics Biotech Inc. |
| Membership/Chairmanship of committees in the Company |
Chairperson of – 1. Corporate Social Responsibility Committee 2. Share Transfer Committee Member of – 1. Operations Committee 2. Stakeholders Relationship Committee |
Member of – 1. Science & Development and Governance Committees of Oncolytics Biotech Inc. |
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| Listed entities from which the proposed director has resigned in the past three years |
None | None |
|---|---|---|
| Justifcation for choosing her for appointment as an Independent Director |
- | Considering her experience, as set out in accompanying explanatory statement of this Notice at Item No. 8 |
| Skills and capabilities required for the role and the manner in which the Directors meet the requirements |
- | As set out in the accompanying explanatory statement of this Notice at Item No. 8 |
| Disclosure of relationships between Directors/KMP inter-se |
Daughter of Mrs. Blanche Saldanha, Non-Executive Director Sister of Mr. Glenn Saldanha, Chairman & Managing Director |
None |
- Payment of commission to Ms. Patricia Andrews will be subject to recommendation of Nomination & Remuneration Committee and approval of the Board. The ordinary resolution for the payment of commission to the Non-Executive Directors (Other than Promoter/ Promoter Group non-executive director) of the Company was approved by the Shareholders through postal ballot result dated 25 April 2025, with requisite majority.
** sitting fees of ` 0.10 million for attending Board Meeting dated 14 August 2025.
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GLENMARK PHARMACEUTICALS LIMITED
Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026 Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway, Andheri (E), Mumbai - 400 099. Tel No.: +91 22 40189999 Fax No.: +91 22 40189986 CIN: L24299MH1977PLC019982 Website: www.glenmarkpharma.com; Email: [email protected]
Date: 29.08.2025
Folio No.:
NOTICE OF THE 47TH ANNUAL GENERAL MEETING ALONG WITH THE INTEGRATED ANNUAL REPORT
Dear Members,
We are pleased to inform you that the 47th Annual General Meeting (‘AGM’) of Glenmark Pharmaceuticals Limited (‘the Company’) is scheduled to be held on Friday, 26th September, 2025 at 2.00 P.M. (IST) through Video Conference (VC) / Other Audio-Visual Means (OAVM), in compliance with the various circulars issued by MCA and SEBI from time to time.
The Notice of the 47th AGM along with the Integrated Annual Report for the Financial Year 2024-25 is being sent by electronic mode to Members whose e-mail ids are registered with the Company/ Registrar & Share Transfer Agent (‘RTA’) or the Depository Participants (‘DPs’). In terms of Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, in the absence of your email id registered with the RTA/ Depository Participant, this letter is being sent to you to provide the web-link and QR Code along with the path to access the Notice of AGM and Integrated Report for Financial Year 2024-25 of the Company, which is given below:
| Particulars | Web-Link | QR Code | Website Path | |
|---|---|---|---|---|
| Notice of AGM | https://digitl.link/gpl-47agm | https://glenmarkpharma.com/ Investors Reports & PresentationAnnual Report FY 2024-25 (View/ Download) |
||
| Integrated Report for Financial Year 2024-25 |
https://digitl.link/gpl-iar24-25 | https://glenmarkpharma.com/ Investors Latest AnnouncementNotice of 47th Annual General Meeting |
Members can opt for permanent registration of their e-mail address with their concerned Depository Participants, in respect of shares held in dematerialized form and with RTA in respect of shares held in physical form, by writing to [email protected] / [email protected].
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For Glenmark Pharmaceuticals Limited
Sd/- Harish Kuber Company Secretary & Compliance Officer Date: 29[th] August, 2025 Place: Mumbai