Directors Report of Mankind Pharma Ltd.

Mar 31, 2025

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

1. FINANCIAL RESULTS

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

Amount ('' in crores)
Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from continuing operations	12,207.44	10,260.44	9,497.80	8,629.25
Profit before Depreciation and Tax from continuing operations	3,137.55	2,776.36	2,684.00	2,520.46
Less: Depreciation and amortization expense from continuing operations	621.22	378.42	378.01	335.26
Profit before tax from continuing operations	2,516.33	2,397.94	2,305.99	2,185.20
Less: Tax expenses from continuing operations	509.74	457.15	421.74	412.57
Profit after tax from continuing operations	2,006.59	1,940.79	1,884.25	1,772.63
Profit after tax from discontinued operations	4.53	0.98	61.23	103.53
Total other comprehensive income/(loss) for the year	(8.29)	(8.02)	4.98	(6.66)
Total comprehensive income for the year	2,002.83	1,933.75	1,950.46	1,869.50
Attributable to:
- Equity holders of the parent	1,982.84	1,904.68	1,950.46	1,869.50
- Non-controlling interests	19.99	29.07	-	-
Opening balance of Retained Earnings	9,918.83	8,012.20	9,763.97	7,894.47
Closing balance of Retained Earnings	11,907.32	9,918.83	11,714.43	9,763.97

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the provisions of the Companies Act, 2013 (âthe Actâ), Indian Accounting Standards (âInd ASâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

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 (âBSVâ), the Company has further expanded its presence in complex super specialty innovation-led therapy areas. The Company continued to outperform the Indian Pharma Market (âIPMâ) 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:

â¢ 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.

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

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

Consolidated:

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

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

â¢ 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 (âBoardâ) 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 Companyâs 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 (âSchemeâ) for amalgamation of Shree Jee Laboratory Private Limited, JPR Labs Private Limited and Jaspack Industries Private Limited (âTransferor Companiesâ) with Mankind Pharma Limited (âTransferee Companyâ/ âthe Companyâ) 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 Honâble National Company Law Tribunal (âNCLTâ), 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:
Particulars	No. of Equity Shares	Face Value ('')	Paid-up Share Capital ('')
Paid-up share capital as on April 01, 2024	40,05,88,440	1/-	40,05,88,440
Equity shares allotted under ESOP 2022 during FY 2024-25	85,326	1/-	85,326
Equity shares allotted pursuant to Qualified Institutional Placement	1,19,04,761	1/-	1,19,04,761
Paid-up share capital as on March 31, 2025	41,25,78,527	1/-	41,25,78,527

The Companyâs 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.

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:

Security Description	Date of Issuance	Series	No. of Commercial Paper	Total Amount ('' in crore)	Tenor	Maturity Date
Listed, rated, transferable,	October	Series 1	60,000*	3,000	91 days	January 16, 2025
rupee denominated	17, 2024	Series 2	10,000*	500	182 days	April 17, 2025
Commercial Paper		Series 3	30,000	1,500	365 days	October 17, 2025
*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 (âNCDsâ) 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:
	Security Description	Date of Allotment	Series	No. of NCDs	Total Amount ('' in crore)	Tenor	Coupon Rate	Maturity Date
Listed, rated,		October	Series 1	125,000	1,250	18 Months	7.99%	April 16, 2026
secured, redeemable,		16, 2024	Series 2	125,000	1,250	24 Months	7.99%	October 16, 2026
transferable nonconvertible debentures			Series 3	250,000	2,500	37 months	7.97%	November 16, 2027

5. EMPLOYEES STOCK OPTION PLAN

The Company has implemented Employee Stock Option Plan 2022 (âESOP Planâ) 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 (âSEBI ESOP Regulationsâ). 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 (âAGMâ) 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 shareholdersâ resolution. A copy of the certificate will be available for electronic inspection by the members during the 34^th 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.

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: [email protected] 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 (âOTCâ) 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

Honâble 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 (âTransferor Companiesâ) with Mankind Pharma Limited (âTransferee Companyâ) 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 Honâble 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 (âMahanandaâ), 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.

I n compliance with Section 136 of the Act and the Listing Regulations, copies of the Companyâs standalone and consolidated financial statements along with the financial statements of its subsidiary companies, are available on the Companyâs 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 Companyâs 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

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:
Sr. No.	Name	Designation
1.	Mr. Ramesh Juneja	Chairman and Whole-time Director
2.	Mr. Rajeev Juneja	Vice Chairman and Managing Director
3.	Mr. Sheetal Arora	Chief Executive Officer and Whole-time Director
4.	Mr. Arjun Juneja	Chief Operating Officer
5.	Mr. Satish Kumar Sharma	Whole-time Director
6.	Mr. Ashutosh Dhawan	Global Chief Financial Officer
7.	Mr. Hitesh Kumar Jain	Company Secretary and Compliance Officer

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

9. DIRECTORSâ 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;

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.

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) Stakeholdersâ 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 DIRECTORSâ 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 Chairmanâs 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 Boardâs 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 Companyâs 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 Boardâs 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 (âNR Policyâ) 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:

â¢ 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;

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

â¢ 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

â¢ 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 Boardâs 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 [email protected].

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 Companyâs 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 Boardâs opinion, may pose a threat to the Companyâs existence.

The Risk Management Policy defines the Companyâs 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 Companyâs 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-Partv-Transactions-Policv.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 armâs length basis. The Company did not engage in any transaction, contract, or arrangement

with related parties that could be considered material, as per the Companyâs Policy on Related Party Transactions (âRPT Policyâ). 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 36^thAGM 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 33^rd AGM and extending until the conclusion of the 38^th 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 Companyâs 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 Companyâs 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 34^th AGM of the Company for approval by the members.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I n 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

I n 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 (âSEBIâ). 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 âMeeting of the Board of Directorsâ and SS-2 on âGeneral Meetingsâ 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 (âCSRâ) Committee. The composition, terms of reference of the CSR Committee, and key

highlights of the Corporate Social Responsibility Policy (âCSR Policyâ) 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 (âPOSHâ) 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 Companyâs 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 Companyâs employees across all levels.

Mar 31, 2024

The Board of Directors (âBoardâ) are pleased to present the 33^rd Annual Report on the business and operations of the Mankind Pharma Limited (âCompanyâ/ âMankindâ) along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024 (âFY 2023-24â).

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

Key highlights of the financial results of your Company for the FY 2023-24 are as under:

Amount (INR in Lacs)
Particulars	Year ended March 31, 2024		Year ended March 31, 2023
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from operations	9,26,480.93	10,33,477.46	8,12,715.32	8,74,943.30
Profit before Depreciation and Tax	2,57,717.26	2,79,761.19	1,83,241.62	1,99,715.86
Less: Depreciation and amortization expense	31,760.58	39,825.37	26,957.96	32,591.95
Profit before tax	2,25,956.68	2,39,935.82	1,56,283.66	1,67,123.91
Less: Tax Expenses	43,615.72	45,758.65	31,457.86	36,156.33
Profit after tax	1,82,340.96	1,94,177.17	1,24,825.80	1,30,967.58
Total other comprehensive income/(loss) for the year	(669.80)	(802.02)	(485.89)	(188.75)
Total comprehensive income for the year	1,81,671.16	1,93,375.15	1,24,339.91	1,30,778.83
Attributable to:
- Equity holders of the parent	1,81,671.16	1,90,467.88	1,24,339.91	1,27,993.16
- Non-controlling interests	-	2,907.27	-	2,785.67
Opening balance of Retained Earnings	7,86,830.34	8,01,220.20	6,62,490.43	6,73,518.84
Closing balance of Retained Earnings	9,68,501.50	9,91,883.65	7,86,830.34	8,01,220.20

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

Financial highlights of the Company for the FY 2023-24 is as under:

â¢ The revenue from operations on standalone basis for FY 2023-24 stood at H 9,26,480.93 lacs as against H 8,12,715.32 lacs for FY 2022-23, registering a growth of 14%. Whereas the profits for FY 2023-24 stood at H 1,81,671.16 lacs as against H 1,24,339.91 lacs for FY 2022-23.

â¢ The revenue from operations on consolidated basis for FY 2023-24 stood at H 10,33,477.46 lacs as against H 8,74,943.30 lacs for FY 202223, registering a growth of 18.12%. Whereas the profits for FY 2023-24 stood at H 1,93,375.15 lacs as against H 1,30,778.83 lacs for FY 2022-23.

The Company is engaged in developing, manufacturing and marketing a diverse range of pharmaceutical formulations across various acute and Chronic therapeutic areas, as well as several consumer healthcare products. We are focused on the domestic market, as a result of which our revenue from operations in India contributed to 92% of our total revenue from operations for the FY 2023-24. We operate at the intersection of the Indian pharmaceutical formulations and consumer healthcare sectors with the aim of providing quality products at affordable prices, and have an established track record of building and scaling brands in-house.

2. DIVIDEND

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, setting out the broad principles for 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/investors-relations/corporate-governance. The Board do not recommend any dividend for the FY 2023-24.

3. MATERIAL EVENTS Initial Public Offer

During the year under review, your Company successfully completed its Initial Public Offer (âIPOâ) of 4,00,58,844 equity shares of face value H 1 each for cash price of H 1,080 per share including a premium of H 1,079 per share aggregating to H 4,32,635.52 Lacs.

The Company received listing and trading approvals from BSE and NSE on May 08, 2023. The equity shares were listed on the Stock Exchanges on May 09, 2023.

As the IPO was through an Offer for Sale of equity shares, the Company was not required to appoint a monitoring agency for this Offer and accordingly the statement of deviations or variations under regulation 32 of SEBI Listing Regulations is not required to be provided by the Company.

Business Reorganisation

After the closure of the reporting period, the Board of Directors of your Company in their meeting held on April 2, 2024 has approved the Slump sale of the Over the Counter (âOTCâ) Business of the Company to Mankind Consumer Products Private Limited, Wholly Owned Subsidiary Company as a going concern on a slump sale basis.

The aforesaid slump sale will enable the Company to remain agile in the marketplace, build wider consumer reach and will create a stronger brand recall for the OTC Business. Your Company has been evaluating its position, business strategy and exploring various options to grow the OTC Business in a more focused manner. Your Company believes that rationalizing its structure will provide opportunities to enhance stakeholders'' value by creating sustainable and quality OTC Business.

4. SHARE CAPITAL

There was no change in the company''s authorized subscribed, issued and paid up share capital during financial year 2023-24. As on March 31, 2024 the Companyâs authorized share capital was H 41,35,00,000 divided in to 41,35,00,000 equity shares of face value H 1 each and subscribed, issued and paid up share capital was H 40,05,88,440 divided in to 40,05,88,440 Equity Shares of face value H 1 each.

To achieve the Minimum Public Shareholding requirements, Mr. Sheetal Arora, Mr. Arjun Juneja and Mrs. Puja Juneja, Promoter and Promoter Group members sold 18,17,070; 24,01,128 and 22,71,336 equity shares respectively aggregating to 64,89,534 equity shares representing 1.62% of the total issued and paid-up equity share capital of the Company on February 8, 2024, in accordance with SEBI Circular No. SEBI/HO/CFD/ PoD2/P/CIR/2023/18 dated February 3, 2023.

After the closure of the reporting period, your Company has allotted 46,698 equity shares on May 10, 2024 to the eligible employees under Mankind Employee Stock Option Plan 2022.

As on the date of this report, your Companyâs subscribed, issued and paid up share capital amounts to H 40,06,35,138 divided in to 40,06,35,138 equity shares of face value H 1 each.

The Companyâs shares are compulsorily tradable in electronic form. As on March 31, 2024 and as on the date of this report, entire (i.e. 100%) paid up capital are in dematerialized form.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report (âMD&Aâ) for the FY 2023-24, has been presented in a separate section forming part of this Annual Report.

6. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report (âBRSRâ), for the FY 2023-24, has been presented in a separate section forming part of this Annual Report.

7. EMPLOYEES STOCK OPTION PLAN

The Company has adopted Mankind Employee Stock Option Plan 2022 (âESOP Planâ) to attract, retain and motivate key talent by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability. The Company views Options as a long-term incentive tool that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future.

The aforesaid ESOP Plan is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (âSEBI ESOP Regulationsâ) and have also been ratified by the members of the Company in their meeting held on September 22, 2023.

A certificate from Secretarial Auditors of the Company, confirming that ESOP Plan has been implemented in accordance with the SEBI ESOP Regulations and shareholderâs resolution. The copy of said certificate will be available for electronic inspection by the members during the Annual General Meeting of the Company.

The disclosure as mandated under the SEBI ESOP Regulations is available on website of the Company at https://www.mankindpharma.com/invRstors-relations /annual-report.

8. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report. A certificate from M/s Dayal & Maur, Company Secretaries, confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees given and securities provided under section 186 of the Act forms part of the Note No. 41 of the Standalone Financial Statements which forms part of the Annual Report.

10. ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and 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

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs of the Company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Further details are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, 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, 2024 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) Formation of new wholly owned subsidiaries

During the FY 2023-24, Mankind Medicare Private Limited (âMankind Medicareâ) was incorporated as the wholly owned subsidiary of the Company. Mankind Medicare is engaged in manufacturing and production of various type of pharmaceutical dosage forms including formulations, medical devices, packaging and other ancillary manufacturing and production activities.

After the closure of the reporting period Mankind Consumer Products Private Limited (âMankind Consumerâ) was incorporated on May 2, 2024 as the wholly owned subsidiary of the Company. Mankind Consumer is incorporated to take over the Over the Counter (OTC) business of the Company.

b) Amalgamation

Your Board of Directors in its meeting held on October 31, 2023 approved the proposed scheme of amalgamation of Shree Jee Laboratory Private Limited (âShree Jeeâ), JPR Labs Private Limited (âJPR Labsâ) and Jaspack Industries Private Limited (âJaspackâ), wholly owned subsidiaries with the Company and their respective shareholders and creditors subject to requisite approvals/consents under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (âScheme of amalgamationâ). Accordingly, your Company and the Transferor Companies had filed a First Motion Application w.r.t. the above referred Scheme of Amalgamation before the Honâble National Company Law Tribunal, New Delhi Bench for seeking necessary directions.

The Honâble Tribunal vide its Order dated 09.04.2024 has allowed the above first motion application of

Company and Transferor Companies. The Second motion application has also been filed with the Honâble National Company Law Tribunal, New Delhi Bench for approval of the aforesaid scheme of amalgamation.

c) Details of Subsidiaries, Associates and Joint Ventures

As on date of this report your Company has 34 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 name, details and salient features of the financial statement of the subsidiaries, joint ventures and associates in Form AOC-1 is forming part of the Consolidated Financial Statements which forms part of this Annual Report. The Consolidated Financial Statements presented in this Annual Report include financial results of the subsidiaries, associate companies and joint ventures. Further, contribution of subsidiaries, associates and joint ventures to the overall performance of your Company is outlined in Note No. 51 of the Consolidated Financial Statements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, your Companyâs Board had nine Board Members comprising of four Executive Directors and five Non-executive Independent Directors including one woman Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are 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 2023-24 and upto the date of this report:

a) Mr. Leonard Lee Kim (DIN: 07379167), Nonexecutive Director, resigned from the position of Director of the Company w.e.f. May 09, 2023. Consequent to his resignation, Mr. Adheraj Singh, Alternate Director to Mr. Leonard Lee Kim also resigned w.e.f. May 09, 2023. The Board places on record its appreciation, for Mr. Leonard Lee Kim and Mr. Adheraj Singh for their invaluable contribution and guidance during their tenure.

b) Mr. Ramesh Juneja (DIN: 00283399), was

re-appointed as Chairman and Whole-time Director of the Company w.e.f. May 15, 2024 for a period of 5 years in the Annual General Meeting (âAGMâ) of the Company held on September 22, 2023.

c) Mr. Rajeev Juneja (DIN: 00283481), was

re-appointed as Vice Chairman and Managing Director of the Company w.e.f. May 15, 2024 for a period of 5 years in the AGM of the Company held on September 22, 2023.

d) Mr. Sheetal Arora (DIN: 00704292), was

re-appointed as Chief Executive Officer and Whole-time Director of the Company w.e.f. May 15, 2024 for a period of 5 years in the Annual General Meeting (âAGMâ) of the Company held on September 22, 2023.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year and proposed to be appointed / re-appointed possess the requisite qualifications, skills, experience and expertise and hold high standards of integrity.

Directors retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Satish Kumar Sharma (DIN: 07615602) being longest in the office from the date of his last re-appointment shall retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (âNRCâ) has recommended his re-appointment.

During the year under review, there was no change in the Key Managerial Personnel of the Company. As on the date of this report, the Company has the following Key Managerial Persons as per section 2(51) and 203 of the Act:

Sr. No.	Name	Designation
1.	Mr. Ramesh Juneja	Chairman and Whole-time Director
2.	Mr. Rajeev Juneja	Vice Chairman and Managing Director
3.	Mr. Sheetal Arora	Chief Executive Officer and Whole-time Director
4.	Mr. Arjun Juneja	Chief Operating Officer
5.	Mr. Satish Kumar Sharma	Whole-time Director
6.	Mr. Ashutosh Dhawan	Chief Financial Officer
7.	Mr. Pradeep Chugh	Company Secretary and Compliance Officer

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

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

(a) Audit Committee

(b) Nomination and Remuneration Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Merger Committee

Apart from above the Company has also Steering and Ethics Committees. All the recommendations made by the Committees including the Audit Committee, were accepted by the Board.

The Board of Directors met 8 (Eight) times during the year under review. The details of meetings of Board and its Board Committees including their attendance and composition are provided in the Corporate Governance Report, which forms part of this Annual Report.

16. INDEPENDENT DIRECTORSâ MEETING

The Independent Directors met on March 02, 2024 without the attendance of Executive Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, considering the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors shared the proceedings of their meeting with the Chairman & Whole time Director and Vice Chairman & Managing Director and apprised their satisfaction on the overall performance and functioning of the Company.

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

17. DECLARATION FROM INDEPENDENT DIRECTORS

Section (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 and 25 of SEBI Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

18. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out annually through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

19. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of Nomination & Remuneration Committee, adopted a Nomination and Remuneration Policy (âNR Policyâ) in terms of the Section 178 of the Act and SEBI Listing Regulations. The NR Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act. The remuneration paid to the Directors is as per the terms laid out in the NR Policy of the Company.

The salient features of the NR Policy are as follows:

the Directors, Key Managerial Personnel, Senior Management and other employees;

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

â¢ To recommend the remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management of the Company involves 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

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

The NR Policy is available on the website of the Company at https://www.mankindpharma.com/investors- relations /corporate-governance.

20. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.

21. RISK MANAGEMENT

The Board had constituted the Risk Management Committee. The composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report, forming part of the Annual Report. Further, pursuant to Section 134(3) (n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/ process about identification of elements of risks of any, which in the opinion of the Board may threaten the existence of the Company.

geographical locations of the Company. The purpose of this policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. Aligned to this, purpose is also to identify potential events that may affect the Company and manage the risk within the risk appetite and provide reasonable assurance regarding the achievement of the Companyâs objectives.

22. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI 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/investors-relations/corporate-governance

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companyâs Policy on dealing with Related Party Transactions (âRPT Policyâ). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

All applicable related party transactions were presented before the Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 41 of the standalone financial statements and Note No. 43 of the consolidated financial statements.

23. AUDITORS

a) Statutory Auditors and their report

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (âSRBCâ) and M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants (âBBGâ) (BBG and SRBC are hereinafter collectively referred as âJoint Statutory Auditorsâ) are the Joint Statutory Auditors of the Company.

The Joint Statutory Auditors have presented their Audit Report on the financial statements of the Company for the FY 2023-24. The report of the Joint Statutory Auditors forms part of this Annual Report. Their report does not contain any qualification, reservation or adverse remark. The notes on financial statement are self-explanatory and do not call for any further comments. The Joint Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

M/s. S. R. Batliboi & Co., LLP, Chartered Accountants, will complete their first term of five consecutive years as Joint Statutory Auditors at

the conclusion of the ensuing Annual General Meeting. The Board on the recommendation of the Audit Committee has proposed the reappointment of M/s. S. R. Batliboi & Co., LLP, Chartered Accountants as Joint Statutory Auditors of the Company for a second term of five years commencing from the conclusion of 33^rd AGM till the conclusion of the 38^th AGM. They have confirmed to the Company that they are not disqualified from being reappointed as Joint Statutory Auditors of the Company. As required under the Act, the resolution seeking members approval for their reappointment as Joint Statutory Auditor of the Company forms part of the notice convening the 33^rd AGM.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 179 and 204 of the Act, the Board had appointed M/s. Dayal & Maur, Company Secretaries as Secretarial Auditor of the Company who have undertaken Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditor is enclosed herewith vide Annexure A of this Report. The Secretarial Audit Report does not contain any qualification, reservation, observation or adverse remarks.

The Board, on the recommendation of Audit Committee, has approved the reappointment of M/s Dayal & Maur, Company Secretaries as Secretarial Auditor of your Company for the financial year 2024-25.

c) Cost Auditor and their report

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Board had appointed M/s M. K. Kulshreshta & Associates, Cost Accountants, as the Cost Auditor of the Company, to carry out the Cost Audit of FY 2023-24. The Cost Audit Report for the FY 2023-24 submitted by the Cost Auditors does not contain any qualification, reservation, observation or adverse remarks. The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

The Board on the recommendation of the Audit Committee has re-appointed M/s M. K. Kulshreshta & Associates, Cost Accountants, as the Cost Auditor of the Company, to carry out the Cost Audit of FY 2024-25. The remuneration of Cost Auditors for the FY 2024-25 has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 33^rd AGM of your Company.

d) Internal Auditor and their report

Mr. Anil Gupta, Associate Vice President & Head -Internal Audit was appointed as Internal Auditor of the Company for the FY 2023-24. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee, has reappointed Mr. Anil Gupta, Associate Vice President & Head - Internal Audit as the Internal Auditor of the Company for the FY 2024-25.

24. SECRETARIAL STANDARDS

The Company is in compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

25. 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 B to this report.

26. CORPORATE SOCIAL RESPONSIBILITY

In terms of 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 (âCSRâ) Committee. The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy (âCSR Policyâ) is provided 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/investors-relations/corporate-governance.

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

27. PUBLIC DEPOSITS

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, during the financial year under review.

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

The information required to be disclosed in the Boardâs Report pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D 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 [email protected].

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace in place. The Company has constituted Internal Complaints Committee as per the sexual Harassment of Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. OTHER DISCLOSURES

During the financial year under review:-

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

b) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

c) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme. However, after the closure of reporting period the Company has allotted 46,698 equity shares on May 10, 2024 to the eligible employees under Mankind Employee Stock Option Plan 2022.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e) 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.

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.

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. CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis Report describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

32. ACKNOWLEDGEMENTS

Your Directors wish to place on record the appreciation to Central Government, State Governments and other regulatory bodies / authorities, banks, business partners, shareholders, medical practitioners and other stakeholders for the assistance, co-operation and encouragement extended to the Company. Your Directors also like to place on record the deep sense of appreciation to the employees for their contribution and services.

Mar 31, 2023

The Board of Directors (âBoardâ) are pleased to present the 32^nd Annual Report on the business and operations of the Mankind Pharma Limited (âCompanyâ/âMankindâ) along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2023 (âFY 2022-23â). This being the first report after the Initial Public Offer (âIPOâ) and listing of the equity shares on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ) (BSE and NSE hereinafter collectively referred as âStock Exchangesâ), the Board welcomes all the public shareholders and look forward to your faith and support in times to come.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The Company''s financial performance is summarized below: -

Amount (INR in Lacs)
Particulars	Year ended March 31, 2023		Year ended March 31, 2022
	Standalone¹	Consolidated	Standalone¹	Consolidated
Revenue from operations	8,12,715.32	8,74,943.30	7,48,622.19	7,78,155.51
Profit before Depreciation and Tax	1,83,241.62	1,99,715.86	1,99,476.38	2,14,121.98
Less: Depreciation and amortization expense	26,957.96	32,591.95	12,332.66	16,661.92
Profit before tax	1,56,283.66	1,67,123.91	1,87,143.72	1,97,460.06
Less: Tax Expenses	31,457.86	36,156.33	48,201.28	52,164.35
Profit after tax	1,24,825.80	1,30,967.58	1,38,942.44	1,45,295.71
Total other comprehensive income/(loss) for the year	(485.89)	(188.75)	(79.39)	94.60
Total comprehensive income for the year	1,24,339.91	1,30,778.83	1,38,863.05	1,45,390.31
Attributable to:
- Equity holders of the parent	1,24,339.91	1,27,993.16	1,38,863.05	1,43,412.44
- Non-controlling interests	-	2,785.67	-	1,977.87
Opening balance of Retained Earnings	6,62,490.43	6,73,518.84	5,23,627.38	5,30,350.82
Closing balance of Retained Earnings	7,86,830.34	8,01,220.20	6,62,490.43	6,73,518.84

*Refer Note 49 of Standalone Financial Statement

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

Financial highlights of the Company for the FY 2022-23 is as under:

â¢ The revenue from operations on consolidated basis for FY 2022-23 stood at ^ 8,74,943.30 Lacs as against ^ 7,78,155.51 Lacs for FY 2021-22, registering a growth of 12.44%. Whereas the profits for FY 2022-23 stood at ^ 1,30,778.83 Lacs as against ^ 1,45,390.31 Lacs for FY 2021-22.

The Company is engaged in developing,

manufacturing and marketing a diverse range of pharmaceutical formulations across various acute and chronic therapeutic areas, as well as several consumer healthcare products. We are focused on the domestic market, as a result of which our revenue from operations in India contributed to 96.62% of our total revenue from operations for the FY 2022-23. We operate at the intersection of the Indian pharmaceutical formulations and consumer

healthcare sectors with the aim of providing quality products at affordable prices, and have an established track record of building and scaling brands in-house.

2. DIVIDEND

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The Dividend Distribution Policy was amended during the year under review to align with the provisions of SEBI Listing Regulations and the same is available on the website of the Company at https://www. mankindpharma.com/investors-relations/corporate-governance. The Board do not recommend any dividend for the FY 2022-23.

3. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review. However, for the purpose of IPO, the Company has re-stated the financial statements of preceding three financial years pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulationsâ).

4. MATERIAL EVENTS Initial Public Offering

The equity shares of the Company got listed on Stock Exchanges with effect from May 09, 2023, pursuant to the IPO of the Company by way of an Offer for Sale (âOFSâ) by some of the existing shareholders.

The issue comprising of OFS by selling shareholders was open for subscription from April 25, 2023 to April 27, 2023. The anchor issue opened on April 24, 2023. The selling shareholders offered 4,00,58,844 Equity Shares of face value ^ 1 each for cash price of ^1080 per share including a premium of ^ 1079 per share aggregating to ^ 4,32,635.52 Lacs. Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its Members. The Board also places on record its appreciation for the support provided by various Authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and Employees of the Company for making the maiden IPO of the Company a grand success.

The Company received listing and trading approvals from BSE and NSE on May 08, 2023. The equity shares were listed on the Stock Exchanges on May 09, 2023.

As the IPO was through an Offer for Sale of Equity Shares, the Company was not required to appoint a monitoring agency for this Offer and accordingly the statement of deviations or variations under regulation 32 of SEBI Listing Regulations is not required to be provided by the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report (âMD&Aâ) for the FY 2022-23, has been presented in a separate section forming part of this Annual Report.

6. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report (âBRSRâ), for the FY 2022-23, has been presented in a separate section forming part of this Annual Report.

7. EMPLOYEES STOCK OPTION PLAN

The Company has adopted Mankind Employees Stock Option Plan 2022 (âESOP Planâ) to attract, retain and motivate key talent by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability. The Company views Options as a long-term incentive tool that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future.

The Company adopted ESOP Plan pursuant to approval of the Board and Members vide their respective resolutions dated July 19, 2022 and August 09, 2022. Pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI ESOP Regulationsâ), the pre-IPO ESOP Plan is required to be ratified by the Members of the Company subsequent to the IPO. The Board of Directors of the Company in their meeting held on August 2, 2023 have recommended the ratification of ESOP Plan 2022. The ESOP Plan is in compliance with the SEBI ESOP Regulations. Certificate from M/s Dayal & Maur, Company Secretaries, Secretarial Auditor of the Company certifying that the pre-IPO ESOP Plan has been implemented in accordance with SEBI ESOP Regulations and the resolution(s) proposed to be passed by the Members of the Company in the ensuing AGM will be available for inspection by the Members during the AGM.

The disclosure as mandated under the SEBI ESOP Regulations is available on website of the Company at https://www.mankindpharma.com/investors-relations/annual-report.

8. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report. A certificate from M/s Dayal & Maur, Company Secretaries, confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

9. SHARE CAPITAL

a) Status of Shares

As the Members are aware, the equity shares of the Company were listed on the Stock Exchanges on May 09, 2023 and the Companyâs shares are compulsorily tradable in electronic form. As on March 31, 2023 and as on the date of this report, entire (i.e. 100%) paid up capital representing 40,05,88,440 Equity Shares are in dematerialized form.

b) Authorized Share Capital

Pursuant to the amalgamation of our erstwhile wholly owned subsidiaries, Lifestar Pharma Private Limited (âLifestarâ) and Magnet Labs Private Limited (âMagnetâ) with our Company, the authorized share capital of Lifestar and Magnet was consolidated with our Company. Accordingly, the Clause V of the Memorandum of Association was amended to reflect an increase in the authorized share capital from ^ 41,00,00,000 divided into 41,00,00,000 Equity Shares of ^ 1 each to ^ 41,35,00,000 divided into 41,35,00,000 Equity Shares of ^ 1 each. Details of the amalgamation of Lifestar and Magnet with the Company is further explained under the âSubsidiaries, Associates and Joint Venturesâ section of this report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantee given and securities provided under section 186 of the Act forms part of the Note No. 42 of the Standalone Financial Statements which forms part of the Annual Report.

11. 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

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

A mechanism has been established for stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of stakeholders who avail of the mechanism and allows direct access to Chairperson of the audit committee in exceptional cases.

Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Audit Committee. The policy is uploaded on the Companyâs website at https://www.mankindpharma. com/investors-relations/corporate-governance

13. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2023, 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, 2023 and of the profits of the Company for the year ended on that date;

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

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) Acquisitions

During the FY 2022-23, the Company acquired 90% shareholding of Upakarma Ayurveda Private Limited (âUpakarma Ayurvedaâ) through Mankind Life Sciences Private Limited, wholly owned subsidiary of the Company, pursuant to which Upakarma Ayurveda became a step down subsidiary of the Company. Upakarma is an ayurvedic Health and Wellness startup operating as marketer of ayurvedic products.

Further, during the year the Company also acquired 100% shareholding of Mankind Agritech Private Limited (âMankind Agritechâ), pursuant to which Mankind Agritech became wholly owned subsidiary of the Company. Mankind Agritech is engaged in agritech business landscape which includes agrochemicals (crop protection, crop nutrition and surfactants), seeds, biologicals, equipment, spraying technology, micro irrigation and farmer advisories.

The Company also acquired minority stake of 6.30% in Actimed Therapeutics Limited, United Kingdom (âActimedâ). As on the date of this report the Company owns 7.50% in Actimed which is a clinical stage biopharmaceutical company working on the treatment of cancer cachexia, amyotrophic lateral sclerosis (ALS) and other muscle wasting disorders.

b) Amalgamation

Pursuant to order dated March 02, 2023, read with addendum order dated March 21, 2023, the National Company Law Tribunal, Delhi (âNCLT Delhiâ) approved the scheme of amalgamation dated June 22, 2021 (âAmalgamation Schemeâ) under Sections 230 to 232 of the Act, for the amalgamation of our erstwhile wholly owned subsidiaries, Lifestar and Magnet with the Company.

The effective date of the Amalgamation Scheme is March 30, 2023 (âEffective Dateâ).The Amalgamation Scheme was made effective from April 01, 2021 (âAppointed Dateâ), from which date the entire business undertaking of Lifestar and Magnet, inter alia, properties, assets (both immovable and movable), investment, business book and records, which are capable of being transferred by actual and/or constructive delivery

of possession, contracts, employees, clearances received from approving authorities and liabilities stood transferred to our Company.

c) Details of Subsidiaries, Associates and Joint Ventures

Your Company had 32 subsidiaries (direct and indirect including Limited Liability Partnerships and Partnership Firms), 3 joint ventures and 5 associates as on March 31, 2023.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary and associate in Form AOC-1 is forming part of the Consolidated Financial Statements which forms part of this Annual Report. The Consolidated Financial Statements presented in this Annual Report include financial results of the subsidiary and associate companies. Further, contribution of subsidiaries, associates and joint ventures to the overall performance of your Company is outlined in Note No. 51 of the Consolidated Financial Statements.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, copies of the standalone and consolidated financial statements of the Company and the financial statements of the subsidiary companies are available on the Companyâs website www.mankindpharma.com. During FY 2022-23, Lifestar was identified as a material subsidiary pursuant to the provision of SEBI ICDR Regulations. However, since Lifestar was amalgamated with the Company during FY 2022-23, the Company did not have any material subsidiaries as on March 31, 2023.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, your Companyâs Board had ten Board Members comprising of four Executive Directors, one Non-executive Non-independent Director and five Non-executive independent Directors including one woman Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2022-23 and upto the date of this report:

a) Mr. Pradeep Chugh, Company Secretary of the Company was appointed as the Compliance Officer of the Company w.e.f. July 19, 2022

Sr. No.	Name	Designation
3.	Mr. Sheetal Arora	Chief Executive Officer and Whole-time Director
4.	Mr. Arjun Juneja	Chief Operating Officer
5.	Mr. Satish Kumar Sharma	Whole-time Director
6.	Mr. Ashutosh Dhawan	Chief Financial Officer
7.	Mr. Pradeep Chugh	Company Secretary and Compliance Officer

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

During the year under review and pursuant to the SEBI Listing Regulations, the Board had reconstituted certain existing committees and constituted certain new Committees and amended / adopted the terms of reference of the said Committees.

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

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholdersâ Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

The QIPO Committee was constituted specifically for the purpose of IPO. Pursuant to the listing of equity shares of the Company on the Stock Exchanges, the IPO related matters had concluded and therefore the QIPO Committee was dissolved w.e.f. May 30, 2023.

The Merger Committee was constituted to consider and approve the matters related to amalgamation of Lifestar and Magnet with the Company. The matters related to amalgamation of Lifestar and Magnet with the Company had concluded pursuant to the sanctioning of the scheme of amalgamation by the National Company Law Tribunal in March 2023 and therefore, the Merger Committees was dissolved w.e.f. May 30, 2023.

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

The Board of Directors met 8 (Eight) times during the year under review. The details of meetings of

b) Mrs. Prabha Arora (DIN: 00283527), Nonexecutive Director, resigned from the position of Director of the Company w.e.f. August 01, 2022.

c) Mr. Vivek Kalra (DIN: 00426240) was appointed as Independent Director of the Company who shall hold the office for a term of five years commencing on August 01, 2022. Mr. Vivek Kalra is not liable to retire by rotation.

d) Ms. Vijaya Sampath (DIN: 00641110) was appointed as Independent Director of the Company who shall hold the office for a term of five years commencing on August 01, 2022. Ms. Vijaya Sampath is not liable to retire by rotation.

e) Mr. Tilokchand Punamchand Ostwal ("Mr. T. P. Ostwalâ) (DIN: 00821268) was appointed as Independent Director of the Company for second term of five consecutive years w.e.f. January 01, 2023, not liable to retire by rotation. His first term as Independent Director completed on December 31, 2022.

f) Mr. Arjun Juneja, Chief Operating Officer of the Company was designated as the Key Managerial Personnel of the Company w.e.f. March 17, 2023.

g) Mr. Leonard Lee Kim (DIN: 07379167), Non-executive Director, resigned from the position of Director of the Company w.e.f. May 09, 2023. Consequent to his resignation, Mr. Adheraj Singh, Alternate Director to Mr. Leonard Lee Kim also resigned w.e.f. May 09, 2023.

h) Mr. Ramesh Juneja (DIN: 00283399), Chairman and Whole-time Director of the Company is proposed to be re-appointed as Chairman and Whole-time Director of the Company w.e.f. May 15, 2024 for a period of 5 years. His office shall be liable to retire by rotation and his re-appointment is subject to the approval of the Members in ensuing Annual General Meeting ("AGMâ).

i) Mr. Rajeev Juneja (DIN: 00283481), Vice Chairman and Managing Director of the Company is proposed to be re-appointed as Vice Chairman and Managing Director of the Company w.e.f. May 15, 2024 for a period of 5 years. His office shall be liable to retire by rotation and his reappointment is subject to the approval of the Members in ensuing AGM.

j) Mr. Sheetal Arora (DIN: 00704292), Chief Executive Officer and Whole-time Director of the Company is proposed to be re-appointed as Chief Executive Officer and Whole-time Director of the Company w.e.f. May 15, 2024 for a period of 5 years. His office shall be liable to retire by rotation and his re-appointment is subject to the approval of the Members in ensuing AGM.

Mrs. Prabha Arora, Non-executive Director resigned from the Board on her own accord due to personal exigencies. Mr. Leonard Lee Kim was nominee of Cairnhill CIPEF Limited ("CIPEFâ) and Cairnhill CGPE Limited ("CGPEâ) on the Board of the Company pursuant to the erstwhile Shareholders Agreement. Upon listing of equity shares on the Stock Exchanges, the above referred Shareholders Agreement of the Company stands terminated. Accordingly, Mr. Leonard Lee Kim, a director representing CIPEF and CGPE on the Board of the Company resigned with effect from May 09, 2023. Consequent to his resignation, Mr. Adheraj Singh, Alternate Director to Mr. Leonard Lee Kim also resigned w.e.f. May 09, 2023. The Board places on record its appreciation for Mrs. Prabha Arora, Mr. Leonard Lee Kim and Mr. Adheraj Singh for their invaluable contribution and guidance during their tenure.

The term of office of Mr. Ramesh Juneja, Chairman and Whole-time Director, Mr. Rajeev Juneja, Vice Chairman and Managing Director and Mr. Sheetal Arora, Chief Executive Officer and Whole-time Director is completing on May 14, 2024. Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board on the recommendations of the Nomination and Remuneration Committee recommended their re-appointment for a period of 5 Years w.e.f. May 15, 2024.

Directors retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rajeev Juneja (DIN: 00283481) being longest in the office from the date of his last re-appointment shall retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRCâ) has recommended his re-appointment.

As on the date of this report, the Company has the following Key Managerial Persons as per section 2(51) and 203 of the Act:

Sr.

No.

Name

Designation

Mr. Ramesh Juneja

Chairman and Wholetime Director

Mr. Rajeev Juneja

Vice Chairman and Managing Director

Board and Committees and the attendance thereto and composition of Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. INDEPENDENT DIRECTORSâ MEETING

The Independent Directors met on March 17, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from Mr. Surendra Lunia, Mr. T. P. Ostwal, Mr. Bharat Anand, Ms. Vijaya Sampath and Mr. Vivek Kalra, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25 of SEBI Listing Regulations.

19. BOARD EVALUATION

20. NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy (âNRC Policyâ) in terms of the Section 178 of the Act. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act. The NRC Policy was amended during the year under review to align with the provisions of SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The salient features of the NRC Policy are as follows:

â¢ 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;

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

â¢ To recommend the remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management of the Company involves 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

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

The NRC Policy is available on the website of the Company at https://www.mankindpharma.com/ investors-relations/corporate-governance.

21. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.

22. RISK MANAGEMENT

The Board had constituted the Risk Management Committee. The composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report, forming part of the Annual Report. Further, pursuant to Section 134(3) (n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/ process about identification of elements of risks of any, Which in the opinion of the Board may threaten the existence of the Company.

The aforesaid Risk Management Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Risk Management Policy is applicable to all the functions, departments and geographical locations of the Company. The purpose of this policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. Aligned to this, purpose is also to identify potential events that may affect the Company and manage the risk within the risk appetite and provide reasonable assurance regarding the achievement of the Companyâs objectives.

23. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI 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/investors-relations/ corporate-governance

All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-

23 were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companyâs Policy on dealing with Related Party Transactions (âRPT Policyâ). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

All applicable related party transactions were presented before the Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 42 of the standalone financial statements and Note No. 43 of the consolidated financial statements.

24. AUDITORS

a. Statutory Auditors and their report

The Members of the Company in accordance of section 139 of the Companies Act, 2013 have passed resolution in 31^st AGM for appointment of M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants (âBBGâ) as Joint Statutory Auditors of the Company in place of M/s Goel Gaurav & Co., Chartered Accountants, who completed their term as the Joint Statutory Auditor of the Company at the conclusion of 31^st AGM. M/s S.R. Batliboi & Co. LLP, Chartered Accountants (âSRBCâ) (BBG and SRBC are hereinafter collectively referred as âJoint Statutory Auditorsâ) are the other Joint Statutory Auditors of the Company.

The Joint Statutory Auditors have presented their Audit Report on the financial statements of the Company for the FY 2022-23. The report of the Joint Statutory Auditors forms part of this Annual Report. Their report does not contain any qualification, reservation or adverse remark. The notes on financial statement are self-explanatory and do not call for any further comments. The Joint Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

b. Secretarial Auditor and their report

Pursuant to the provisions of Section 134(3) (f) and Section 204 of the Act, the Board had appointed M/s. Dayal & Maur, Company Secretaries as Secretarial Auditor who have undertaken Secretarial Audit of the Company for the FY 2022-23. The report of the Secretarial Auditor is enclosed herewith vide Annexure A of this Report. The Secretarial Audit Report does not contain any qualification, reservation, observation or adverse remarks.

c. Cost Auditor and their report

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Board had appointed M/s M. K. Kulshreshta & Associates, Cost Accountants, as the Cost Auditor of the Company, to carry out the Cost Audit of FY 2022-23. The Cost Audit Report for the FY 2022-23 submitted by the Cost Auditors does not contain any qualification, reservation, observation or adverse remarks. The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

The Board on the recommendation of the Audit Committee has re-appointed M/s M. K. Kulshreshta & Associates, Cost Accountants, as the Cost Auditor of the Company, to carry out the Cost Audit of FY 2023-24.The remuneration of Cost Auditors for the FY 2023-24 has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 32^nd AGM of your Company.

d. Internal Auditor and their report

M/s. Ghosh Khana & Co. LLP, Chartered Accountants was appointed as Internal Auditors of the Company for the F.Y. 2022-23. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed Mr. Anil Gupta, Associate Vice President & Head - Internal Audit as the Internal Auditor of the Company w.e.f. F.Y. 2023-24.

25. SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

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

27. CORPORATE SOCIAL RESPONSIBILITY

In terms of 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 (âCSRâ) Committee. The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy (âCSR Policyâ) is provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review the CSR Policy, was amended to align with the provisions of the SEBI Listing Regulations/applicable CSR Rules and the same is available on the website of the Company at https://www.mankindpharma.com/ investors-relations/corporate-governance.

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

28. PUBLIC DEPOSITS

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

The information required to be disclosed in the Boardâs Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this report.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace in place, which is available on the Company website at https://www. mankindpharma.com/investors-relations/corporate-governance. The Company has constituted Internal Complaints Committee as per the sexual Harassment

32. CAUTIONARY STATEMENT

33. ACKNOWLEDGEMENTS

of Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. OTHER DISCLOSURES

During the financial year under review:-

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

b) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

c) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e) 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.

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.

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.

and encouragement extended to the Company. Your Directors also like to place on record the deep sense of appreciation to the employees for their contribution and services.

For and on behalf of the Board of Mankind Pharma Limited

Ramesh Juneja Rajeev Juneja

Chairman & Vice Chairman &

Whole-time Director Managing Director

DIN: 00283399 DIN: 00283481

Date : August 2, 2023 Place : New Delhi

The revenue from operations on standalone basis for FY 2022-23 stood at ^ 8,12,715.32 Lacs as against ^ 7,48,622.19 Lacs for FY 2021-22, registering a growth of 8.56%. Whereas the profits for FY 2022-23 stood at ^ 1,24,339.91 Lacs as against ^ 1,38,863.05 Lacs for FY 2021-22.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article