Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Gland Pharma Limited

Meeting Details

  • Type of Meeting: 48th Annual General Meeting (AGM)
  • Date of Meeting: Tuesday, August 25, 2026
  • Time of Meeting: 11:00 AM IST to 12:30 PM IST
  • Location/Format: Conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue was the Corporate Office of the Company at Plot No. 11 & 84, TSIIC, Phase-IV, Pashamylaram (V), Patancheru (M), Sangareddy District, Hyderabad 502 307, Telangana.
  • Record Date: Tuesday, August 18, 2026

Summary of Proposed Resolutions

Five ordinary resolutions were proposed for shareholder approval:

1. Adoption of Standalone Financial Statements: To receive, consider, and adopt the audited Standalone Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity, Statement of Cash Flows, and reports of the Board of Directors and Auditors.

2. Adoption of Consolidated Financial Statements: To receive, consider, and adopt the audited Consolidated Financial Statements for the financial year ended March 31, 2026.

3. Declaration of Final Dividend: To declare a final dividend on equity shares for the financial year ended March 31, 2026.

4. Reappointment of Director - Mr. Wenjie Zhang: To reappoint Mr. Wenjie Zhang as a Director liable to retire by rotation.

5. Reappointment of Director - Ms. Wei Huang: To reappoint Ms. Wei Huang as a Director liable to retire by rotation.

The promoters/promoter group were not interested in any of the agendas/resolutions.

Voting Process and Methods

  • Remote E-Voting: The remote e-voting period was open from 9:00 AM IST on Saturday, August 22, 2026, and closed at 5:00 PM IST on Monday, August 24, 2026. The service was provided by National Securities Depository Limited (NSDL).
  • E-Voting at AGM: Electronic voting was also available during the AGM for members who attended via VC/OAVM but had not voted remotely.
  • Scrutinizer: D Soumya, Company Secretary (FCS No: 11754; CP No: 13199) of RVR & Associates, was appointed as the Scrutinizer by the Board of Directors on May 15, 2026, to scrutinize the voting process in a fair and transparent manner.

Key Voting Outcomes

General Shareholder Information:

  • Total number of shareholders on the record date (August 18, 2026): 119,672
  • Shareholders present in the meeting (physically or by proxy): 0
  • Shareholders attended through video conferencing:
  • Promoters and Promoter Group: 1
  • Public: 64

Resolution-wise Voting Results:

Resolution 1: Adoption of Standalone Financial Statements (Ordinary Resolution)

  • Total Votes Cast: 143,340,164
  • % of Votes Polled on Outstanding Shares: 86.8904%
  • Votes in Favour: 143,340,154 (100.00% of votes polled)
  • Votes Against: 10 (0.00% of votes polled)
  • Result: Passed

Resolution 2: Adoption of Consolidated Financial Statements (Ordinary Resolution)

  • Total Votes Cast: 143,340,164
  • % of Votes Polled on Outstanding Shares: 86.8904%
  • Votes in Favour: 143,340,154 (100.00% of votes polled)
  • Votes Against: 10 (0.00% of votes polled)
  • Result: Passed

Resolution 3: Declaration of Final Dividend (Ordinary Resolution)

  • Total Votes Cast: 143,693,898
  • % of Votes Polled on Outstanding Shares: 87.1048%
  • Votes in Favour: 143,693,888 (100.00% of votes polled)
  • Votes Against: 10 (0.00% of votes polled)
  • Result: Passed

Resolution 4: Reappointment of Mr. Wenjie Zhang (Ordinary Resolution)

  • Total Votes Cast: 143,652,630
  • % of Votes Polled on Outstanding Shares: 87.0798%
  • Votes in Favour: 117,572,112 (81.8447% of votes polled)
  • Votes Against: 26,080,518 (18.1553% of votes polled)
  • Result: Passed

Resolution 5: Reappointment of Ms. Wei Huang (Ordinary Resolution)

  • Total Votes Cast: 143,652,630
  • % of Votes Polled on Outstanding Shares: 87.0798%
  • Votes in Favour: 116,526,182 (81.1166% of votes polled)
  • Votes Against: 27,126,448 (18.8834% of votes polled)
  • Result: Passed

Category-wise Voting Breakdown (All Resolutions):

All votes were cast exclusively via remote e-voting; no votes were cast via poll or postal ballot at the AGM.

  • Promoter & Promoter Group: Held 85,393,934 shares. Voted 85,393,894 shares (100% of shares held) on all resolutions, all in favour.
  • Public Institutions: Held 62,883,243 shares. Voted between 57,842,800 and 58,196,534 shares (91.98% to 92.55% of shares held) across resolutions, predominantly in favour. Notably, on Resolutions 4 and 5 (director reappointments), institutional votes were split (~55% for, ~45% against).
  • Public Non-Institutions: Held 16,689,484 shares. Voted 103,253-103,470 shares (approx. 0.62% of shares held) across resolutions, almost entirely in favour (99.75%-99.99%).
  • Invalid Votes: The report explicitly states there were no invalid votes for any resolution.

Scrutinizer's Role and Findings

Scrutinizer D Soumya was responsible for ensuring a fair and transparent voting process. The combined results of remote e-voting and e-voting at the AGM were compiled into a report (Annexure-1). The Scrutinizer confirmed that:

  • The votes from the AGM were downloaded from NSDL's website.
  • The remote e-voting votes were unblocked on August 25, 2026, at 12:35 p.m. in the presence of two independent witnesses (R. Sowjanya and Faraaz).
  • All five resolutions were passed with the requisite majority.
  • The electronic data and records are under the Scrutinizer's safe custody until the Chairman signs the AGM minutes, after which they will be handed over to the Company Secretary.

The Scrutinizer's report was issued to the company on the meeting date, August 25, 2026.

Compliance Confirmation

The meeting was conducted and the voting process was carried out in compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI regarding conducting AGMs through VC/OAVM.

The notice of the AGM and the Annual Report for FY 2025-26 were sent to members electronically where email IDs were registered. For others, a letter with a weblink and QR code was sent.