Mankind Pharma Ltd

DEAR MEMBERS,

Your Directors are pleased to present the 34th Annual Report on the business and operations of Mankind Pharma Limited (“Company”/ “Mankind”) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025 (“FY 2024-25”).

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company for FY 2024-25 are as under:

Amount

(Rs in crores)

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”), Indian Accounting Standards (“Ind AS”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Operational Performance and State of Company's Affairs:

The Company is engaged in the development, manufacturing, and marketing of a diverse portfolio of pharmaceutical formulations across various acute and chronic therapeutic areas. With a strong focus on the domestic market, revenue from operations in India accounted for 87% of the total consolidated operational revenue for the financial year 2024-25. Operating at the intersection of the Indian pharmaceutical formulations and consumer healthcare sectors, the Company is committed to delivering high-quality products at affordable prices and has demonstrated a proven track record of successfully building and scaling brands in-house. During the year, with the acquisition of Bharat Serums and Vaccines Limited (“BSV”), the Company has further expanded its presence in complex super specialty innovation-led therapy areas. The Company continued to outperform the Indian Pharma Market (“IPM”) in chronic segments. The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

Standalone:

• The revenue from continuing operations for FY 2024-25 was ' 9,497.80 crores, up 10.07% YoY from ' 8,629.25 crores for FY 2023-24.

• Profit after tax from continuing operations for FY 2024-25 was Rs 1,884.25 crores up 6.30% YoY from Rs 1,772.63 crores in FY 2023-24.

• EBIDTA margin of 26.98% in FY 2024-25 as against EBIDTA margin of 26.26% in FY 2023-24.

Consolidated:

• The revenue from continuing operations for FY 2024-25 was Rs 12,207.44 crores, up 18.98% YoY from Rs 10,260.44 crores in FY 2023-24.

• Profit after tax for FY 2024-25 was Rs 2,006.59 crores up 3.39% YoY from Rs 1,940.79 crores in FY 2023-24.

• Registered improvement in EBIDTA margin of 24.82% in FY 2024-25 as against EBIDTA margin of 24.65% in FY 2023-24.

2. DIVIDEND

In accordance with the Regulation 43A of the Listing Regulations, the Board of Directors (“Board”) of Company has formulated and adopted the Dividend Distribution Policy, which outlines the key principles guiding the Board and the management in matters relating to declaration and distribution of dividend. The Dividend Distribution Policy is available on the website of the Company at https://www.mankindpharma.com/wp-content/uploads/2025/06/ Dividend-Distribution-Policy.pdf. In light of the Company's focus on re-investment in growth, the Board does not recommend the payment of any dividend for FY 2024-25.

3. PUBLIC DEPOSITS

During the financial year under review, your Company has not accepted any deposits falling within the meaning of Chapter V of the Companies Act, 2013 read with the Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

4. CHANGE IN SHARE CAPITAL

a. Authorised Share Capital

Following the approval of the Members through Postal Ballot resolution passed on June 17, 2024, the authorised share capital of the Company was increased from ' 41,35,00,000/- (Rupees Forty-One Crores Thirty-Five Lakh only) divided into 41,35,00,000 (Forty-One Crores Thirty-Five Lakh) equity shares of ' 1/- (Rupee One only) each to ' 60,00,00,000/- (Rupees Sixty Crores only) divided into 60,00,00,000 (Sixty Crores) equity shares of ' 1/- (Rupee One only) each.

Furthermore, pursuant to the Scheme of Arrangement (“Scheme”) for amalgamation of Shree Jee Laboratory Private Limited, JPR Labs Private Limited and Jaspack Industries Private Limited (“Transferor Companies”) with Mankind Pharma Limited (“Transferee Company”/ “the Company”) and their respective shareholders and creditors which became effective on March 29, 2025, from the Appointed Date of April 01, 2024, as approved by the Hon'ble National Company Law Tribunal (“NCLT”), New Delhi Bench, vide order dated February 25, 2025, the authorised share capital of the Company was increased from ' 60,00,00,000/- (Rupees Sixty Crores only) divided into 60,00,00,000 (Sixty Crores) equity shares of ' 1/- (Rupee One only) each to ' 4,21,51,00,000/- (Rupees Four Hundred Twenty-One Crores Fifty-One Lakhs only) divided into 2,27,78,60,000 (Two Hundred Twenty-Seven Crores Seventy-Eight Lakhs Sixty Thousand) Equity Shares of ' 1/- (Rupee One only) each and 19,37,24,000 (Nineteen Crores Thirty Seven Lakhs Twenty Four Thousand) 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares of ' 10/- (Rupees Ten only) each.

b. Paid-up Share Capital:

The Company's shares are compulsorily tradable in electronic form. As on March 31, 2025 and as on the date of this report, the entire paid-up capital, representing 41,26,71,039* (Forty-One Crore Twenty-six Lakh Seventy-One Thousand and Thirty Nine) equity shares, is held in dematerialized form.

*Includes 92,512 equity shares allotted by the Company on May 21, 2025 upon exercise of options by the employees of the Company pursuant to Mankind Employee Stock Option Plan 2022, after the closure of reporting period.

5. EMPLOYEES STOCK OPTION PLAN

The Company has implemented Employee Stock Option Plan 2022 (“ESOP Plan”) to attract, retain and motivate key talent by rewarding high performance and encouraging contribution to overall corporate growth and profitability. The Company regards stock options as a long-term incentive mechanism that not only enables employees to become co-owners but also provides an opportunity to generate wealth through such ownership in future.

The aforementioned ESOP Plan complies with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (“SEBI ESOP Regulations”). Furthermore, post listing of equity shares of the Company, the ESOP Plan was confirmed and ratified by the members of the Company in the Annual General Meeting (“AGM”) held on September 22, 2023.

M/s Dayal & Maur, Company Secretaries, Secretarial Auditor of the Company for FY 2024-25, has issued a certificate confirming that the ESOP Plan has been implemented in accordance with the SEBI ESOP Regulations and the shareholders' resolution. A copy of the certificate will be available for electronic inspection by the members during the 34th AGM of the Company.

Disclosure on ESOPs, as mandated under the SEBI ESOP Regulations, is provided in financials of the Company for FY 2024-25 and is also available on the website of the Company at https://www. mankindpharma.com/investors-relations/annual- report.

6. FUNDS RAISING

a. Qualified Institutional Placement:

In compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations and Sections 42 & 62 of the Act, along with the associated rules, the Company has raised ' 29,99,99,97,720/- (Rupees Two Thousand Nine Hundred Ninety-Nine Crore Ninety-Nine Lakh Ninety-Seven Thousand Seven Hundred Twenty only) by issuing and allotting 1,19,04,761 equity shares of face value of ' 1/- (Rupee One only) each to eligible qualified institutional buyers at an issue price of ' 2,520/- (Rupees Two Thousand Five Hundred Twenty only) per equity share, including a premium of ' 2,519/- (Rupees Two Thousand Five Hundred Nineteen only) per equity share.

b. COMMERCIAL PAPERS

During the financial year 2024-25, your Company raised ' 50,00,00,00,000 (Rupees Five Thousand Crore only) through the issuance of 1,00,000 Commercial Papers with a face value of ' 5,00,000/- (Rupees Five Lakh only) each, in 3 different series, (listed on BSE Limited) as per following details:

*60,000 and 10,000 Commercial Papers were redeemed on January 16, 2025 and April 17, 2025 respectively.

c. DEBENTURES

During the financial year 2024-25, the Company raised ' 50,00,00,00,000 (Rupees Five Thousand Crore only) through the issuance of 5,00,000 Non-Convertible Debentures (“NCDs”) in 3 Series, with a face value of ' 1,00,000/- (Rupees One Lakh only) each NCD. These NCDs are listed on BSE Limited, with the details provided below:

Catalyst Trusteeship Limited serves as the Debenture Trustee for the aforesaid NCDs of Company. The Contact details of Debenture Trustee is as under:

Catalyst Trusteeship Limited GDA House, Plot No. 85,

Bhusari Colony (Right), Paud Road,Kothrud, Pune - 411038 Email ID: dt@ctltrustee.com Tel No.: +91 20 66807200/223/224 Website: https://catalvsttrustee.com

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) New wholly owned subsidiary

The transfer of Over the Counter (“OTC”) business was completed on September 30, 2024 as going concern on a slump sale basis to newly incorporated wholly owned subsidiary Mankind Consumer Products Private Limited.

b) Amalgamation

Hon'ble NCLT, New Delhi Bench, approved the Scheme for the amalgamation of Shree Jee Laboratory Private Limited, JPR Labs Private Limited and Jaspack Industries Private Limited (“Transferor Companies”) with Mankind Pharma Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 and 232 of the Act, read with rules framed thereunder, on February 25, 2025. The order of the Hon'ble NCLT was subsequently filed by all the Transferor and Transferee companies with the Registrar of Companies on March 29, 2025. As a result, the Scheme became effective on March 29, 2025 from the Appointed date of April 01, 2024, leading to the dissolution of Transferor Companies without requiring winding up.

Since all shares of the Transferor Companies were wholly held by the Company, no new shares were issued in consideration of the amalgamation. Therefore, there is no change in the total issued and paid -up share capital of the Company pursuant to the said Scheme.

c) Acquisition

During the year under review, your Company, along with its wholly owned subsidiary, Appian Properties Private Limited, successfully completed the acquisition of 100% stake in BSV on October 23, 2024. The acquisition was carried out in accordance with the terms and conditions of the share purchase agreement dated July 25, 2024, including its amendments, entered into between the Company, BSV and the Advent International Group entities (the shareholder of BSV). Consequently, BSV became a wholly owned material subsidiary of the Company.

d) Disinvestment

During the year under review, the Company:

i. approved the disposal of its partnership interest in Mankind Specialties to Vascare Sciences Private Limited, a company incorporated under the Companies Act, 1956.

ii. sold its entire stake in Mahananda Spa and Resorts Private Limited (“Mahananda”), a wholly owned subsidiary, to Chalet Hotels Limited.

e) Details of Subsidiaries, Associates and Joint Ventures

As on date of this report, your Company has 36 subsidiaries (direct and indirect, including Limited Liability Partnerships and Partnership Firms), 3 joint ventures and 5 associates.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the names, details and key financial highlights of the subsidiaries, joint ventures and associates in Form AOC- 1 is included in the Consolidated Financial Statements, which froms part of this Annual Report. The Consolidated Financial Statements presented herein incorporate the financial results of these subsidiaries, associate companies and joint ventures. Additionally, their contribution to the overall performance of the Company is detailed in Note No. 51 of the Consolidated Financial Statements.

In compliance with Section 136 of the Act and the Listing Regulations, copies of the Company's standalone and consolidated financial statements along with the financial statements of its subsidiary companies, are available on the Company's website www.mankindpharma. com. As on March 31, 2025, BSV was a material subsidiary of the Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company's Board comprised of eight members, including four Executive Directors and four Non-executive Independent Directors, one of whom is a Woman Director. Detailed information on the Board and Committee composition, tenure of Directors, areas of expertise, and other relevant details is available in the Corporate

Governance Report, which forms part of this Annual Report.

Changes in the composition of the Board of Directors and Key Managerial Personnel during the FY 2024-25 and up to the date of this report are outlined below:

a) Upon completion of his second consecutive term, Mr. Surendra Lunia (DIN: 00121156) ceased to serve as an Independent Director of the Company w.e.f. close of business hours on February 18, 2025. The Board expressed its sincere gratitude for all the guidance provided by Mr. Lunia during his association with the Company.

b) Mr. Pradeep Chugh resigned from his position as Company Secretary, Compliance Officer and Key Managerial Personal of the Company, effective at the close of business hours on November 30, 2024. The Board expressed its sincere appreciation for his contribution over the years.

c) Mr. Ashish Mittal was appointed as the Company Secretary, Compliance Officer, and Key Managerial Personnel of the Company, and was designated as Deputy Company Secretary, effective December 3, 2024, as recommended by the Nomination and Remuneration Committee of the Company. As part of internal restructuring, Mr. Ashish Mittal resigned from his position as Company Secretary, Compliance Officer and Key Managerial Personal of the Company, effective at the close of business hours on January 8, 2025.

d) Mr. Hitesh Kumar Jain was appointed as the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company, effective January 9, 2025, as recommended by the Nomination and Remuneration Committee.

Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with the applicable rules and the Articles of Association of the Company, Mr. Sheetal Arora, CEO and Whole-time Director (DIN: 00704292), shall retire by rotation at the forthcoming AGM. Being eligible, he has offered himself for re-appointment, which the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has endorsed and recommended to the shareholders for re-appointment.

I n the opinion of the Board, all Directors, including those appointed or re-appointed during the year and those proposed for appointment or re-appointment, possess the requisite qualifications, skills, experience, and expertise while maintaining high standards of integrity.

As on the date of this report, the Company has the following Key Managerial Personnel, in accordance with Section 2(51) and 203 of the Act:

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) I n the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profits of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts of the Company on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. COMMITTEES OF THE BOARD AND NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

As on the date of this report, the Board has constituted the following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders' Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

(vi) Fund Raising Committee

(vii) Steering Committee

(vii) Committee of Independent Directors (ix) Structural Integration Committee

All recommendations made by the Board Committees, including the Audit Committee, as applicable, were duly reviewed and accepted by the Board.

During the year under review, the Board of Directors convened 11 (eleven) meetings. Detailed information regarding Board and Committee meetings, attendance records, and Committee composition is provided in the Corporate Governance Report, which forms part of this Annual Report.

11. INDEPENDENT DIRECTORS' MEETING

The meeting of Independent Directors was convened and held on March 13, 2025, without the presence of Executive Directors or members of the management. During this meeting, they conducted a comprehensive review of the performance of Executive Directors, Board Committees, and the Board as a whole, along with an evaluation of the Chairman's performance, incorporating feedback from Executive Directors. Additionally, they assessed the quality, quantity, and timeliness of information flow between the management and the Board, ensuring the Board's ability to effectively and reasonably discharge its duties.

Familiarisation of Directors:

A note on the familiarisation programme for orientation and training of Directors, conducted in compliance with the provisions of the Act and the Listing Regulations, is provided in the Corporate Governance Report, which forms part of this Annual Report.

12. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from its Independent Directors confirming that they meet the criteria of independence as stipulated under SubSection (6) of Section 149 of the Act. They have also ensured compliance with the relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as well as Regulation 16 and 25 of Listing Regulations.

Furthermore, the Independent Directors have also confirmed their adherence to Schedule IV of the Act and the Company's Code of Conduct. In accordance with Regulation 25(8) of the Listing Regulations, they have declared that they are not aware of any existing or reasonably anticipated circumstances that could impair or impact their ability to exercise their duties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, skills, experience and expertise while upholding the highest standards of integrity and professionalism. They fully satisfy the conditions outlined in the Act and Listing Regulations and remain independent of the management.

13. BOARD EVALUATION

The Board has established a formal mechanism for evaluating its performance, as well as that of its Committees and individual Directors, including the Chairman. The evaluation is conducted annually through a structured process, assessing various aspects of the Board's functioning, such as its composition, the expertise and competencies of its members, the performance of specific duties and obligations, contributions during meetings and beyond, independent judgment, and governance related matters.

14. NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee, the Board adopted the Nomination and Remuneration Policy (“NR Policy”) in accordance with Section 178 of the Act and SEBI Listing Regulations. The NR Policy, among other provisions, establishes the principles governing the appointment, cessation, remuneration, and evaluation of Directors, Key Managerial Personnel, and Senior Management employees, as outlined under Section 178 of the Act. The remuneration paid to the Directors is in accordance with the terms specified in the NR Policy of the Company.

The salient features of the NR Policy have been outlined below:

• To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

• To lay down criteria for appointment and removal of Directors, Key Managerial Personnel and Senior Management;

• To approve and recommend the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company involving a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and

• To specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance.

There was no amendment in the NR Policy during the financial year 2024-25. The NR Policy is available on the website of the Company at https://www. mankindpharma.com/wp-content/uploads/2025/06/ Nomination-and-Remuneration-Policy.pdf.

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Board's Report includes the requisite disclosures pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which are annexed as Annexure A to this report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at investors@mankindpharma.com.

16. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has established robust internal financial controls, aligned with the scale, size, and nature of its business operations. These controls are supported by comprehensive policies and procedures designed to ensure the orderly and effective management of the Company's affairs. This includes adherence to corporate policies, asset protection, fraud and error prevention and detection, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The effectiveness of these internal financial controls is ensured through management reviews, controlled self-assessment processes and independent evaluation conducted by the internal auditor.

17. RISK MANAGEMENT

The Board has constituted the Risk Management Committee. Details regarding the composition of the Committee and the number of meetings held are provided in the Corporate Governance Report, which forms part of the Annual Report.

Further, in accordance with Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Company has formulated and adopted a Risk Management Policy. This policy outlines the process for identifying risks that, in the Board's opinion, may pose a threat to the Company's existence.

The Risk Management Policy defines the Company's approach to risk identification, analysis, and prioritization, as well as development of risk mitigation strategies, including business continuity planning and reporting on the risk environment of the Company. The Policy is applicable across all functions, departments, and geographical locations of the Company.

The purpose of this policy is to establish a comprehensive risk management framework to identify, assess, manage, and monitor risks effectively. Additionally, it aims to identify potential events that may impact the Company and ensure that risks are managed within an acceptable risk appetite, thereby providing reasonable assurance in achieving the Company's objectives.

18. TRANSACTIONS WITH RELATED PARTIES

I n accordance with the provisions of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://www.mankindpharma.com/wp-content/ uploads/2025/06/Related-Party-Transactions-and- Material-Related-Party-Transactions-Policy.pdf

During FY 2024-25, all contracts, arrangements, and transactions entered into with related parties were conducted in the ordinary course of business and on an arm's length basis. The Company did not engage in any transaction, contract, or arrangement with related parties that could be considered material, as per the Company's Policy on Related Party Transactions (“RPT Policy”). Consequently, the disclosure of related party transactions in Form AOC-2 is not applicable.

All applicable related party transactions were duly presented before the Audit Committee and the Board. The disclosures pertaining to the related party transactions, in accordance with Ind AS- 24, have been provided under Note No. 42 of the standalone financial statements and Note No.43 of the consolidated financial statements.

19. AUDITORS

a. Statutory Auditors and their report

At the AGM held on September 30, 2022, the Members of the Company appointed M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants, as joint statutory auditors for a term of up to five consecutive years, until the conclusion of 36th AGM of the Company.

Additionally, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, was reappointed by Members in their meeting held on August 9, 2024 for a second term of five consecutive years, commencing from the conclusion of the 33rd AGM and extending until the conclusion of the 38th AGM.

The Joint Statutory Auditors have presented their Audit Report on the financial statements of the Company for the Financial Year 2024-25. This report forms part of this Annual Report.

Further, their report does not contain any qualification, reservation or adverse remark. The accompanying notes to the financial statement are self-explanatory and do not require further clarification.

Furthermore, the Joint Statutory Auditors of the Company have not reported any instances of fraud under Section 143(12) of the Act.

b. Secretarial Auditor and their report

In accordance with Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, had approved and recommended to the Members, the appointment of M/s. Amit Gupta & Associates, Company

Secretaries, (Firm Registration Number: P2025UP103200), as Secretarial Auditors of the Company to hold office for the first term of Five consecutive years, from FY 2025-26 to FY 2029-30. Partners of the Firm are Peer Reviewed in terms of the certificate issued by the Peer Review Board of Institute of Companies Secretaries of India. The resolution for seeking approval of the members of the Company for the appointment of M/s. Amit Gupta & Associates as the Secretarial Auditors is provided in the Notice of the ensuing AGM along with their brief profile and other relevant details.

M/s. Amit Gupta & Associates, Company Secretaries, have consented to act as the Secretarial Auditors of the Company and have confirmed that their appointment, if approved, would be within the prescribed limits under the Act & relevant Rules, and Listing Regulations. They have also affirmed that they are not disqualified from being appointed as the Secretarial Auditors under the applicable provisions of the Act, its Rules, and the Listing Regulations.

The Secretarial Audit Report for the Financial Year 2024-25, issued by M/s Dayal & Maur, Company Secretaries in Practice, Secretarial Auditors for FY 2024-25, is attached as Annexure B to this report, does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act.

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the FY 2024-25, issued by M/s Dayal & Maur, Company Secretaries in Practice, was timely filed with the stock exchanges. This report pertains to the Company's adherence to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable. The Annual Secretarial Compliance Report is available on the Company's website and can be accessed at the weblink: https://www.mankindpharma.com/ wp-content/uploads/2025/05/Combined sd.pdf

Pursuant to the provisions of Regulation 24A of the Listing Regulations, the Secretarial Audit Report submitted by the Secretarial Auditors of

BSV, a material subsidiary of the Company, is also annexed as Annexure C to this Report.

c. Cost Auditor and their report

I n terms of Section 148 of the Act, read with Companies (Cost Records and Audits) Rules, 2014, the Board appointed M/s M. K. Kulshrestha & Associates, Cost Accountants, as the Cost Auditor of the Company for FY 2024-25. The Cost Audit report submitted by the cost auditors for FY 2024-25 does not contain any qualifications, reservations, observations or adverse remarks. The Company maintains the cost records in compliance with the provisions of Section 148(1) of the Act.

Based on the recommendation of the Audit Committee, the Board has re-appointed M/s M. K. Kulshrestha & Associates, Cost Accountants (Firm Registration Number 100209), as the Cost Auditor of the Company for FY 2025-26. The remuneration of Cost Auditors for the FY 202526 has been approved by the Board of Directors on the recommendation of Audit Committee. In accordance with the Act, and the relevant Rules, a resolution for the ratification of remuneration of the Cost Auditors has been included in the Notice of the 34th AGM of the Company for approval by the members.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for FY 2024-25, has been presented in a distinct section, forming an integral part of this Annual Report.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report for FY 2024-25, has been presented in a distinct section, forming an integral part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

The Company is committed to upholding the highest standards of Corporate Governance and ensuring adherence to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Corporate Governance Report, as mandated under the Listing Regulations, forms an integral part of this Annual Report. Additionally, a certificate issued by M/s Dayal & Maur, Company Secretaries in Practice, confirming compliance with corporate governance norms in accordance with the Listing Regulations, is annexed to the Corporate Governance Report.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans granted, investments made, guarantees provided, and securities offered under Section 186 of the Act are detailed in Note No. 42 of the Standalone Financial Statements, which forms a part of this Annual Report.

24. ANNUAL RETURN

The Annual Return of the Company, in form MGT- 7, as required under Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// www.mankindpharma.com/investors-relations/ annual-report

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has adopted the Vigil Mechanism Policy to ensure that the Company conducts its affairs with fairness and transparency, adhering to the highest standards of professionalism, honesty, integrity and ethical behaviour. Further details regarding the policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

26. SECRETARIAL STANDARDS

During FY 2024-25, to maintain the highest standards of corporate governance and regulatory adherence, the Company has diligently adhered to the applicable Secretarial Standards, namely SS-1 on ‘Meeting of the Board of Directors' and SS-2 on ‘General Meetings' issued by The Institute of Company Secretaries of India.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure D to this report.

28. CORPORATE SOCIAL RESPONSIBILITY

I n accordance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition, terms of reference of the CSR Committee, and key highlights of the Corporate Social Responsibility Policy (“CSR Policy”) are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The CSR Policy is available on the website of the Company at https://www.mankindpharma.com/ wp-content/uploads/2025/06/Corporate-Social- Responsibilitv-CSR-Policv.pdf.

The Annual Report of the CSR activities undertaken by the Company is annexed as Annexure E to this report.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for any kind of discrimination or harassment and is dedicated to ensuring a safe and conducive work environment for all employees and associates. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”) and the Rules made thereunder, the Company has in place, a comprehensive policy on Prevention of Sexual Harassment at Workplace. As per requirement of POSH, the Company has constituted an Internal Complaints Committee to consider and resolve complaint(s), if any, received under POSH. During the financial year 2024-25, no complaint was reported under the provisions of the POSH. The requisite details mandated by POSH are provided in the Corporate Governance Report, which is part of this Annual Report.

30. OTHER DISCLOSURES

During the financial year under review: -

a) The Company has not transferred any amount to reserves.

b) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

c) Except as disclosed in this report and the financials of the Company, there was no issue of shares (including sweat equity shares) to employees of the Company under any other scheme.

d) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

f) Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

g) There was no change in the nature of the Business.

h) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

i) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

j) There was no instance of one-time settlement with any Bank or Financial Institution.

k) The Company does not have any shares in unclaimed suspense demat account.

31. ACKNOWLEDGEMENTS

Your directors take this opportunity to extend their sincere gratitude to the Central Government, State Governments, regulatory bodies / authorities, banks, business partners, esteemed shareholders, medical practitioners, and all other stakeholders for the invaluable support, cooperation, enduring trust, and steadfast confidence in the Company. Additionally, the Board acknowledges and deeply appreciates the unwavering dedication, support and commitment demonstrated by the Company's employees across all levels.