Glenmark

adverse outcome may affect our ability to carry out our operations and may adversely affect our business,
financial condition, results of operation and equity share price.
Out-licensing Risk
Out-licensing of novel chemical and biological entities that are discovered by our R&D efforts is a key part
of our business plan and strategy. However, our ability to conclude new out-licensing deals is dependent
on factors beyond our control including, among others, the ability to find a partner, the global business
environment, availability of adequate data on the molecule and matching expectations on valuations.
In the event we are not able to conclude any out-licensing deals, our ability to fund future R&D efforts may
be hampered.
We have issued convertible instruments which are outstanding.
On January 6, 2006, we issued U.S.$30,000,000 Zero Coupon Resettable Onward Starting Equity-linked
Securities (the “Bonds”) due 2011. The Bonds will be convertible at the option of the holders of the Bonds
at any time on or after November 11, 2007 and prior to the close of business on November 29, 2010 into
our newly issued Shares. The Bonds may be redeemed, in whole and not in part, at our option at any time
on or after January 10, 2010, subject to the satisfaction of certain conditions. The Bonds may also be
redeemed in whole at any time at our option in the event of certain changes relating to taxation in India.
The maturity date of the Bonds is January 11, 2011. As of the date of this Preliminary Placement
Document, there are Bonds in the amount of U.S.$30,000,000 outstanding.
On February 7, 2005, we issued US $20,000,000 Zero Coupon Convertible Bonds due 2010 (the “Tranche
1 Bonds”) and US$50,000,000 Zero Coupon Resettable Onward Starting Equity-linked Securities due 2010
(the “Tranche 2 Bonds”). The Tranche 1 Bonds are convertible at the option of the holders of the Tranche
1 Bonds at any time on or after March 28, 2005 and prior to the close of business on January 2, 2010 into
our newly issued equity shares. The Tranche 2 Bonds are convertible bonds that will be convertible only
after the initial conversion price is determined on November 14, 2006. The Tranche 2 Bonds will be
convertible at the option of the holders of the Tranche 2 Bonds at any time on or after November 15, 2006
and prior to the close of business on January 2, 2010 into our newly issued Shares. The maturity date of the
Tranche 1 Bonds and the Tranche 2 Bonds is February 16, 2010. As of the date of this Preliminary
Placement Document, there are Tranche 1 Bonds in the amount of U.S.$1,000,000 outstanding and Tranche
2 Bonds in the amount of U.S.$5,000,000 outstanding.
Any conversion or redemption of the Bonds, the Tranche 1 Bonds or the Tranche 2 Bonds whether prior to
or at the end of their maturity period will have an impact on our financial results of the relevant year.
The availability of spurious drugs such as drugs passed off by others as our products could adversely
affect the goodwill of our products.
We are also exposed to the risk that entities in India and elsewhere could pass off their products as ours,
including spurious or pirated products. For example, certain entities could imitate our brand name,
packaging material or attempt to create look-alike products. This would not only affect our market share
due to replacement of demand for our products, whereby we may not be able to recover our initial
development costs, but could also adversely affect the goodwill of our products. The proliferation of
unauthorized copies of our products, and the time lost to defending claims and complaints about spurious
products, could decrease our revenue and have a material adverse effect on our goodwill, business,
financial condition and results of operations.
We may not maintain our historical dividend payment record in the future.
While we have paid dividends in the past, there can be no assurance as to whether we will pay dividends in
the future and, if so, the level of such future dividends. Our declaration, payment and amount of any future
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