Proposed Resolutions for Shareholder Approval

Item 1: Reappointment of Mr. Udo Jahannes Vetter

  • Resolution Type: Special Resolution
  • Director: Mr. Udo Jahannes Vetter (DIN: 00707474)
  • Proposal: To reappoint him as an Independent Director for a second term.
  • Term: Five consecutive years, from July 21, 2026, to July 20, 2031.
  • Background: His first term began on July 21, 2021, and ends on July 20, 2026.
  • Special Consideration: Notwithstanding that he will attain the age of 75 years in November 2029 during the proposed term.

Item 2: Remuneration for Mr. Udo Jahannes Vetter

  • Resolution Type: Ordinary Resolution
  • Proposal: To pay a commission on profits as remuneration.
  • Rate: 0.15% of the Audited Net Profits of the company (computed as per Section 198 of the Companies Act, 2013).
  • Cap: Subject to a maximum of ₹5,500,000 (INR Five Million Five Hundred Thousand) per annum.
  • Additional Payment: This is in addition to sitting fees for attending Board and Committee meetings.

Item 3: Appointment of Mr. William Robert Keller

  • Resolution Type: Special Resolution
  • Director: Mr. William Robert Keller (DIN: 11593622)
  • Proposal: To appoint him as an Independent Director.
  • Initial Appointment: He was initially appointed as an Additional Director (Non-Executive Independent) on June 15, 2026, under Section 161 of the Act.
  • Term: Five consecutive years, from June 15, 2026, to June 14, 2031.
  • Special Consideration: Notwithstanding his current age of 78 years.

Item 4: Remuneration for Mr. William Robert Keller

  • Resolution Type: Ordinary Resolution
  • Proposal: To pay a commission on profits as remuneration.
  • Rate: 0.15% of the Audited Net Profits.
  • Cap: Subject to a maximum of ₹5,500,000 per annum.
  • Additional Payment: In addition to sitting fees.

Item 5: Revision of Remuneration for Mr. Essaji Goolam Vahanvati

  • Resolution Type: Ordinary Resolution
  • Director: Mr. Essaji Goolam Vahanvati (DIN: 00157299)
  • Proposal: To revise the commission on profits payable to him.
  • Previous Approval: A special resolution was passed in the 47th AGM on August 28, 2025.
  • Previous Terms: 0.1% of net profits, capped at ₹2,500,000 per annum.
  • New Proposed Terms: 0.15% of net profits, capped at ₹5,500,000 per annum.
  • Period: For the remaining period of his term as an Independent Director.
  • Rationale: In view of his effective participation, enhanced leadership, and allocation of time, including his new role as Chairman of the Audit Committee and Director on the board of material subsidiary Gland Pharma International Pte. Ltd. (effective June 15, 2026).

Voting Process & Key Dates

  • Cut-off Date: June 12, 2026. Only members registered as of this date are entitled to vote.
  • E-voting Period: Commences on Friday, June 19, 2026, at 09:00 AM IST and ends on Saturday, July 18, 2026, at 05:00 PM IST.
  • E-voting Service Provider: MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.).
  • E-voting Event Number (EVEN): 260310
  • Result Declaration: The results will be announced on or before July 20, 2026.
  • Mode of Communication: The notice is being sent only through electronic mode to members whose email addresses are registered. Physical copies are not being sent.

Scrutinizer

  • Name: Ms. D. Soumya, Practicing Company Secretary, Hyderabad.
  • Membership No.: F11754
  • CP No.: 13199
  • Role: To scrutinize the remote e-voting process in a fair and transparent manner.

Authority for Implementation

For all resolutions, Mr. Srinivas Sadu (Executive Chairman) or Mr. Sampath Kumar Pallerlamudi (Company Secretary) are severally authorized to perform all necessary acts to give effect to the resolutions.

Document Availability

The full Postal Ballot Notice is available on the company's website (www.glandpharma.com), the websites of the stock exchanges (BSE and NSE), and the website of MUFG Intime (https://instavote.linkintime.co.in).

Financial Impact

  • The remuneration for the directors is profit-linked and capped. The actual outflow is contingent on the company's annual net profits.
  • The revision for Mr. Vahanvati represents a potential increase in director remuneration expense, subject to profitability.
  • No other direct financial impact on capital structure or cash flow is disclosed.

Governance & Compliance Context

This postal ballot is conducted pursuant to Section 110 of the Companies Act, 2013, read with relevant rules and multiple MCA General Circulars, and Regulation 44 of the SEBI LODR Regulations. The proposals for Mr. Keller are also pursuant to Regulation 17(1C) of the SEBI LODR, requiring shareholder approval within three months of his initial appointment.