Your Directors are pleased to present the Thirty Fifth (35^th) Annual Report on the business and operations of Mankind
Pharma Limited (“Company”) along with the Audited Standalone and Consolidated Financial Statements for the
financial year (“FY”) ended on March 31, 2026.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company for the FY 2025-26 are as under:

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

Operational Performance and State of Company's
Affairs:

T he Company is engaged in the development,
manufacturing, and marketing of a diversified
portfolio of pharmaceutical formulations across
acute and chronic therapies. India remained the
key market, contributing 86% of the consolidated
revenue from operations in FY 2025-26. Operating
across pharmaceutical formulations and consumer
healthcare, the Company continues to focus on
delivering affordable, high-quality healthcare

products accessible to all while building and scaling
brands through strong in-house capabilities.

T ollowing the acquisition of Bharat Serums and
Vaccines Limited (“BSV”), the Company has
strengthened its presence in complex, innovation-
led super specialty therapies and emerged as the
largest player in gynaecology with a 10.3% market
share in FY 2025-26.

Tver the year, the Company continued to strengthen
scale and deepen specialisation through innovation,
in-licensing and focused R&D efforts, led by its
four pillars-base business, specialty chronic, Over
the Counter, and the BSV portfolio-to drive long¬
term sustainable growth. A detailed discussion
on the operational performance is provided in the
Management Discussion and Analysis section of this
Annual Report.

Key Performance Indicators (Standalone):

• Revenue Growth: Revenue from continuing
operations for FY 2025-26 reached ' 10,421.18
crores, representing a 9.61% YoY increase from
' 9,507.41 crores in FY 2024-25.

• Profitability: Profit after tax (PAT) from
continuing operations for FY 2025-26 stood at
' 2,037.56 crores as against ' 1,724.76 crores
in FY 2024-25.

• Operational Efficiency: The Company recorded
an EBIDTA margin of 28.59% in FY 2025-26
compared to 25.50% in FY 2024-25.

Key Performance Indicators (Consolidated):

• Revenue Growth: Revenue from continuing
operations for FY 2025-26 reached ' 14,277.64
crores, representing a 16.96% YoY increase from
' 12,207.44 crores in FY 2024-25.

• Profitability: Profit after tax (PAT) for
FY 2025-26 stood at ' 1,938.10 crores as against
' 2,006.59 crores for FY 2024-25.

• Operational Efficiency: The Company recorded
an EBIDTA margin of 24.51% in FY 2025-26
compared to 24.82% in FY 2024-25.

2. DIVIDEND

In accordance with the Regulation 43A of the
Listing Regulations, the Board of your 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
athttps://www.mankindpharma.com/wp-
content/uploads/2024/12/dividend-distribution-
policy-1684998215.pdf.

Your Company’s approach remains focused
on sharing its prosperity with the members
by distributing a portion of profits, while
simultaneously retaining sufficient funds to fuel
future growth and operational requirements.
Based on the principles and factors enunciated
in the aforementioned Policy, your Company
paid an interim dividend of ' 1 per equity share
having a face value of ' 1 each, aggregating to
' 41.27 crores, to the equity shareholders during
FY 2025-26, as declared by the Board in its
meeting held on July 31, 2025.

3. PUBLIC DEPOSITS

During the year under review, your Company has not
accepted any deposits falling within the meaning
of Chapter V of the Act read with the Rule 8(5)(v)
of the Companies (Accounts) Rules, 2014. There
is no unclaimed or unpaid deposit lying with the
Company. Accordingly, there were no cases of
default in repayment of deposits or payment of
interest thereon at the beginning of the year, during
the year, and at the end of the year.

4. TRANSFER TO GENERAL RESERVE

Your Company has not proposed to transfer any
amount to General Reserve for the year ended
March 31, 2026.

5. REDEMPTION OF COMMERCIAL PAPER AND
DEBENTURE

During the year under review, the Company has
redeemed Commercial Paper (Series-II) amounting
to ' 500 crores (Rupees Five Hundred crores) and
Commercial Paper (Series-III) amounting to ' 1,500
crores (One Thousand Five Hundred crores only) on
their maturity date i.e., April 17, 2025 and October 17,
2025, respectively.

Further, after closure of the FY 2025-26, the Company
has redeemed its Non-Convertible Debentures
(Series-I) aggregating to ' 1,250 crores (Rupees One
Thousand Two Hundred Fifty crores only) on maturity
date i.e., April 16, 2026.

The aforesaid redemptions were carried out in
accordance with the respective terms and conditions
of the issue and applicable regulatory provisions.

6. CHANGE IN SHARE CAPITAL

a. Authorized Share Capital

During the year under review, there was no
change in the authorised share capital of
the Company. The authorised share capital
of the Company as on March 31, 2026 stood
at ' 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 only) Equity Shares of ' 1
(Rupees 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.

7. EMPLOYEE STOCK OPTION PLAN

During the FY 2021-22, the Company had introduced
ESOP Plan to attract, retain and motivate key talent
by rewarding high performance and encouraging
contribution to overall corporate growth and
profitability. Post listing of equity shares of the
Company, the ESOP Plan was confirmed and ratified
by the members of the Company in the Annual
General Meeting (“AGM”) held on September 22,
2023. This plan continued to be operative during the
year under review. The Company views stock options
as a strategic long-term incentive mechanism that
enables employees to become co-owners, providing
them an opportunity for wealth creation through
long-term equity ownership.

The aforementioned ESOP Plan complies with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (“SBEB Regulations”) as amended from time
to time.

M/s Amit Gupta & Associates, Practicing Company
Secretaries, Secretarial Auditor of the Company, has
issued a certificate confirming that the ESOP Plan
has been implemented in accordance with the SBEB
Regulations and the shareholders’ resolution. A
copy of the certificate will be available for electronic
inspection by the members during the forthcoming
35^th AGM of the Company.

Disclosure on ESOPs, as mandated under the
SBEB Regulations, is provided in financials of the
Company for the FY 2025-26 and is also available
on the website of the Company athttps://www.
mankindpharma.com/investors-relations/annual-
report/

8. SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES

During the year under review, your Company
continued to strengthen its corporate structure
and expanded its domestic and international
presence through strategic initiatives, including
incorporation of Wholly Owned Subsidiary (“WOS”)
and acquisition of business operations.

a. New wholly owned subsidiaries

During the year under review, your Company
has incorporated three (3) new WOS namely: -

i. Kindcare Foundation, a Section 8 Company,
incorporated in India, which will act as CSR
foundation for the Company;

ii. Mankind Pharma Lanka (Private) Limited,
incorporated in Sri Lanka; and

iii. Mankind Pharma LLC, incorporated in
Russia.

Due to regulatory shifts in Sri Lanka with
Pharmaceutical classified as a strategic sector,
the originally anticipated business objectives
were no longer viable, accordingly after the
closure of the FY 2025-26, the Board has
decided to wind-up Mankind Pharma Lanka
(Private) Limited, which has not yet commenced
business operations.

b. Details of Subsidiaries, Associates and Joint
Ventures

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 form part of this Annual
Report. The Consolidated Financial Statements
presented herein incorporate the financial
results of these subsidiaries, associates and
joint ventures. Additionally, their contribution
to the overall performance of the Company
is detailed in Note No. 51 of the Consolidated
Financial Statements.

In compliance with Section 136 of the Act
and the Listing Regulations, standalone and
consolidated financial of the Company along
with the financial statements of its subsidiaries,
are available on the Company’s website
www.mankindpharma.com.

During the year under review, BSV continued
to be a material subsidiary of your Company
in terms of the provisions of the Listing
Regulations.

The Company has also formulated a Policy for
Determining Material Subsidiaries pursuant to
the provisions of the Listing Regulations. The
policy is available on the website of the Company
athttps://www.mankindpharma.com/wp-
content/uploads/2025/06/Determination-of-
Material-Subsidiaries.pdf.

9. DETAILS OF BUSINESS AND BRAND
ACQUIRED

During the year under review, the Company further
strengthened its business portfolio and market
presence through strategic acquisitions, including
the acquisition of business operations and brands,
thereby enhancing its operational capabilities,
customer reach, and growth opportunities in existing
and new markets:

a. Portfolio Acquisition - Women Health Rx -
Branded Generic Business

During the year under review, your Company
has acquired the Women Health Rx Portfolio,
a Branded Generic Business ("Business
Undertaking”) from BSV, a material WOS of the
Company, via a slump sale on a going concern
basis at a lump sum consideration of ' 797 crores
(Rupees Seven Hundred Ninety Seven crores only),
which was subject to closing adjustments. The
acquisition strengthened the Company’s presence
in the women’s healthcare segment and further
consolidated its branded generics portfolio.

b. Acquisition of brand “Rivotril” from Roche

During the year under review, the Company
strengthened its chronic and specialty therapies

portfolio through the acquisition of the "Rivotril”
brand for the Indian market from Roche, along
with exclusive rights to manufacture, market and
distribute the product in India. The acquisition of
this well-established clonazepam brand, known
for its strong clinical legacy and specialist recall
in the CNS therapy segment, is aligned with the
Company’s strategic focus on expanding its
presence in chronic therapies. The acquisition
is expected to enhance the Company’s neuro
portfolio, deepen engagement with specialists
and create opportunities for future growth
through potential line extensions and wider
market penetration leveraging the Company’s
extensive distribution network and field force.

10. GOVERNANCE AND BOARD UPDATES

Board Composition: As on March 31, 2026, your
Company’s Board comprised of eight (8) Directors,
including four (4) Executive Directors and four
(4) Non-Executive Independent Directors, one of
whom is a Woman Director. Detailed information
on the Board and Committee composition, tenure
of Directors, areas of expertise, and other relevant
details, is available in the Corporate Governance
Report, which forms part of this Annual Report.

During the year under review, the composition of the
Board of Directors remained unchanged.

In the opinion of the Board, all the Directors possess
requisite qualifications, skills, experience, and
expertise while maintaining high standards of
integrity.

Change in Designation: Mr. Ramesh Juneja was re¬
designated as Executive Chairman of the Company.

Retirement 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. Rajeev Juneja, Vice Chairman & Managing
Director (DIN: 00283481) of the Company, retires by
rotation at the forthcoming AGM and being eligible,
has offered himself for re-appointment. The Board of
Directors, on the recommendation of the Nomination
and Remuneration Committee, has endorsed and
recommended his re-appointment to the members and
the resolution seeking approval for his re-appointment
is set out in the Notice of ensuing AGM.

None of the Directors of the Company are disqualified
as per the provisions of Section 164(1) and (2) of the
Act. The Directors have made necessary disclosures,
as required under various provisions of the Act, and
the Listing Regulations.

a. in the preparation of the Annual Accounts for
the FY ended March 31, 2026, 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, 2026
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.

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

As on the date of this report, the Board has

constituted the following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

(vi) Fund Raising Committee

(vii) Steering Committee

(viii) Committee of Independent Directors

(ix) Structural Integration Committee

During the year under review, the Board convened
six (6) meetings. Detailed information regarding
Board and Committee meetings, attendance
records, and Committee composition including
the terms of reference is provided in the Corporate
Governance Report, which forms part of this
Annual Report.

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

13. INDEPENDENT DIRECTORS’ MEETING

During the year under review, two (2) meetings of the
Independent Directors were convened and held on
November 6, 2025 and March 16, 2026 respectively,
without the presence of Executive Directors or
members of the management.

Board Evaluation

The Board has established a formal mechanism for
evaluating its performance, as well as that of its
Committees and individual Directors, including the
Chairman. The evaluation is conducted annually
through a structured process, assessing various

aspects of the Board’s functioning, such as its
composition, the expertise and competencies of
its members, the performance of specific duties
and obligations, contributions during meetings and
beyond, independent judgment, and governance
related matters. In accordance with the provisions
of the Act and the Listing Regulations, annual
performance evaluation of the Board, its committees,
and the Directors were carried out during the year
under review, in line with the Company’s Nomination
and Remuneration Policy. Details of such evaluation
is provided in the Corporate Governance Report
forming part of this Annual Report.

During the meeting held on March 16, 2026
Independent Directors conducted a comprehensive
review of the performance of Executive Directors,
Board Committees, and the Board as a whole, along
with an evaluation of the Chairman’s performance,
incorporating feedback from Executive Directors.
Additionally, they assessed the quality, quantity,
and timeliness of information flow between the
management and the Board, ensuring the Board’s
ability to effectively and reasonably discharge its
duties.

14. 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.

15. DECLARATION FROM INDEPENDENT
DIRECTORS

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

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

The Board is of the opinion that the Independent
Directors possess the requisite qualifications,
skills, experience and expertise while upholding the

highest standards of integrity and professionalism.
They fully satisfy the conditions outlined in the Act
and Listing Regulations and remain independent of
the management.

16. NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination
& Remuneration Committee, the Board adopted
the Nomination and Remuneration Policy (“NR
Policy”) in accordance with Section 178 of the Act
and Regulation 19 of the Listing Regulations. The
NR Policy, among other provisions, establishes the
principles governing the appointment, cessation,
remuneration, and evaluation of Directors, KMP,
and Senior Management Personnel (“SMP”) as
outlined under the aforementioned provisions. The
remuneration paid to the Directors, KMP, and Senior
Management employees is in accordance with the
terms specified in the NR Policy of the Company.

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

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

• To lay down criteria for appointment, removal
of Directors, KMP and Senior Management;

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

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

There were no amendment in the NR Policy during the
FY 2025-26. The NR Policy is available on the website
of the Company athttps://www.mankindpharma.
com/wp-content/uploads/2025/06/Nomination-
and-Remuneration-Policy.pdf.

17. REMUNERATION OF DIRECTORS, KMP AND
PARTICULARS OF EMPLOYEES

The Board’s Report includes the requisite disclosures
pursuant to Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,
which are annexed as ‘Annexure A' to this report.

Pursuant to the provisions of Section 197 of
the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, details
of the employees drawing remuneration in
excess of limits prescribed, are provided in a
separate annexure and forms part of this Report.
Pursuant to the provisions of Section 136 of the
Act, this Report is being sent to the members
of the Company and other entitled, excluding
the aforesaid details of such employees. Any
member interested in obtaining a copy of such
statement may write to the Company Secretary at
investors@mankindpharma.com.

18. INTERNAL FINANCIAL CONTROLS SYSTEM
AND THEIR ADEQUACY

Your Company has implemented a robust and
comprehensive Internal Financial Control framework
that is tailored to the pharmaceutical industry’s
regulatory landscape and commensurate with the
increasing scale and complexity of its business
operations. Moving beyond mere compliance, the
Company’s control environment is built on a “Three
Lines of Defence” model-integrating operational
management, oversight functions, and independent
assurance. These controls are underpinned by a
set of policies and standard operating procedure
designed to ensure the integrity of financial
reporting, the safeguarding of corporate assets, and
the proactive prevention of material misstatements
or irregularities.

In alignment with the National Financial Reporting
Authority (“NFRA”) circular dated January 7,
2026, the Company has further institutionalized
a structured two-way communication framework
between Those Charged with Governance
(“TCWG”), including Audit Committee and the
Statutory Auditors to evaluate significant audit
matters and internal control deficiencies. The Audit
Committee periodically reviews the adequacy of
these systems through independent evaluations
conducted by the Internal Auditors and through
management’s rigorous “Internal Control over
Financial Reporting” self-assessment process.
Based on the results of management reviews
and independent audits and the Audit Committee
review, the Board is of the opinion that the internal
financial controls were adequate and operating
effectively during the year under review. The
Board accepted the recommendations of the Audit
Committee whenever made by the Committee
during the year under review.

Your Company operates in a dynamic, complex
and regulated business environment where risk
management is integrated into our core strategic
planning. The Company’s robust Risk Management
Framework, overseen by the Board, ensures that
we safeguard our “Brand India” reputation against
quality-perception risks.

The Board has constituted the Risk Management
Committee in accordance with Regulation 21 of
the Listing Regulations. Details regarding the
composition of the Committee and the number
of meetings held are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

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

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

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

During the year under review, the Company’s
risk management strategy remained focused on
sustaining leadership in healthcare ecosystem and
has accordingly identified and actively mitigated
a triad of critical risks: Regulatory, Cyber Security,
Geopolitical, and Operational.

On the regulatory front, the Company remains
committed to “Quality by Design,” navigating the
more stringent standards mandated by the revised
Schedule M of the Drugs and Cosmetics Rules, 1940,
specifying Good Manufacturing Practices framework
with an objective to improve the quality of Indian

drugs and medicines. Geopolitically, break out of
war in the Middle East during Fourth quarter of the
year under review, presented major headwinds for
businesses across sectors by affecting sourcing,
supply chain and increased fuel price. To counter
these, the Company is leveraging on various
government’s schemes and other initiatives to bolster
domestic self-reliance. Furthermore, in the opinion of
the Board as on the date of this report, there is no
element of risk, which may threaten the existence of
the Company.

20. RELATED PARTY TRANSACTIONS

In accordance with the provisions of the Act read
with Rules made thereunder and Regulation 23 of
the Listing Regulations, the Company has in place a
Policy on Related Party Transactions (“RPT Policy”),
which is reviewed periodically to include the changes
introduced by the regulators.

During the year under review, the Board in its meeting
held February 3, 2026, based on the recommendation
of the Audit Committee, approved the amendment
in the RPT Policy of the Company to align with the
Industry Standards on "Minimum information to be
provided to the Audit Committee and Shareholders
for approval of Related Party Transactions” issued
by the Industry Standards Forum ("ISF”). RPT
Policy is available on the website of the Company
at:https://www.mankindpharma.com/wp-content/
uploads/7076/07/RPT-Policy Upload.pdf.

During the FY 2025-26, all contracts, arrangements,
and transactions entered into with related parties
were conducted in the ordinary course of business
and on an arm’s length basis and in compliance with
the provision of the Act and the Listing Regulations,
which were pre-approved by the Audit Committee.
All such transactions of the Company with its related
parties were placed before the Audit Committee for
review against prior approval.

Further, all mandatory information, as required under
the Industry Standards on "Minimum Information to
be Provided for Review by the Audit Committee and
members for Approval of Related Party Transactions,”
as issued by ISF, has been duly placed before the
Audit Committee for its review and approval of the
related party transactions.

The Company did not engage in any transaction,
contract, or arrangement with related parties that
could be considered material in terms of the Act,
the Listing Regulations and, as per the RPT Policy.
Consequently, the disclosure of related party

transactions in Form AOC-2 as per provisions of
Section 134(3)(h) of the Act is not applicable.

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.

21. AUDITORS

a. Statutory Auditors and their report

The Joint Statutory Auditors of the Company
are M/s S.R. Batliboi & Co. LLP, Chartered
Accountants and M/s Bhagi Bhardwaj Gaur &
Co., Chartered Accountants.

The Joint Statutory Auditors have presented
their Audit Report on the financial statements
of the Company for the FY 2025-26, which
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 Regulation 24A of the Listing
Regulations, M/s. Amit Gupta & Associates,
Practicing Company Secretaries, (Firm
Registration Number: P2025UP103200), a peer
reviewed firm, was appointed as Secretarial
Auditor of the Company to hold office for a term
of Five consecutive years, commencing from FY
2025-26 to FY 2029-30.

The Secretarial Audit Report for the FY 2025¬
26, issued by M/s. Amit Gupta & Associates,
Practicing Company Secretaries, Secretarial
Auditor of the Company, is attached as
‘Annexure B' to this report and it does not
contain any qualification, reservation or
adverse remark. The Secretarial Auditor 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 2025¬
26, issued by M/s. Amit Gupta & Associates,
Practicing Company Secretaries, Secretarial
Auditor of the Company, was timely filed with
the stock exchanges. This report pertains to
the Company’s adherence to the Securities
and Exchange Board of India Act, 1992, the
Securities Contracts (Regulation) Act, 1956,
and the Rules, Regulations, Circulars, and
Guidelines issued thereunder, as applicable.
The Annual Secretarial Compliance Report
is available on the Company’s website and
can be accessed at the weblink:https://
www.mankindpharma.com/wp-content/
uploads/2026/05/ASCR-2025-26.pdf

Pursuant to the provisions of Regulation 24A
of the Listing Regulations, the Secretarial Audit
Report submitted by the Secretarial Auditor of
BSV, a material subsidiary of the Company, is
also annexed as ‘Annexure C' to this Report.

c. Cost Auditor and their report

In terms of Section 148 of the Act, read with the
Companies (Cost Records and Audits) Rules,
2014, the Board, on the recommendation of
Audit Committee, has appointed M/s M. K.
Kulshreshta & Associates, Cost Accountants,
as the Cost Auditor of the Company for the
FY 2025-26. The Cost Audit report submitted
by the Cost Auditor for the FY 2025-26 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. Kulshreshta & Associates, Cost
Accountants (Firm Registration Number
100209), as the Cost Auditor of the Company
for the FY 2026-27. At the recommendation
of the Audit Committee, the Board of
Directors of the Company, has approved the
remuneration of Cost Auditors for the FY
2026-27. 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 forthcoming
thirty fifth (35^th) AGM of the Company for
approval by the members.

22. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In accordance with Regulation 34 of the Listing

Regulations, the Management Discussion and

Analysis Report for FY 2025-26, has been presented
in a distinct section, forming an integral part of this
Annual Report.

23. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In accordance with Regulation 34 of the Listing
Regulations, the Business Responsibility and
Sustainability Report for FY 2025-26, has been
presented in a distinct section, forming an integral
part of this Annual Report.

24. CORPORATE GOVERNANCE REPORT

Your Company operates on a foundation of integrity
and ethical leadership, consistently aligning its
governance framework with the evolving standards
set by the SEBI and the Listing Regulations. In
line with requirements under Listing Regulations,
a comprehensive Corporate Governance Report,
outlining the practices and frameworks adopted by
the Company, is annexed to this Annual Report. To
provide independent assurance of the Company’s
commitment towards governance, a Compliance
Certificate issued by M/s Amit Gupta & Associates,
Practicing Company Secretaries, is annexed to
the Corporate Governance Report, confirming the
adherence to the prescribed norms.

25. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

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

26. 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 athttps://www.
mankindpharma.com/investors-relations/annual-
report/

27. WHISTLE BLOWER POLICY

The Company promotes integrity and ethical
behaviour in its business activities and has in place
Whistle Blower 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, the Company’s Whistle Blower Policy
ensures that it provides appropriate avenues to the
stakeholders to raise bona-fide concerns relating
to unethical and improper practices, irregularities,

governance weakness, financial reporting issues or
any other wrong conduct. The policy also prohibits
the victimisation of whistle blowers. Further details
regarding the policy are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

The Whistle Blower Policy is available on the Company’s
website vizhttps://www.mankindpharma.com/wp-
content/uploads/2025/06/Vigil-Mechanism-Policy.
pdf

28. SECRETARIAL STANDARDS

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

29. 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.

30. CORPORATE SOCIAL RESPONSIBILITY

As a responsible pharmaceutical company,
the Company is committed towards creating
a positive and sustainable impact on society
through its Corporate Social Responsibility
(“CSR”) initiatives. The CSR activities of the
Company are designed to address key social
and environmental challenges while contributing
towards inclusive growth and community
development. The Company undertakes various
CSR programmes aligned with the provisions of
the Act and Schedule VII thereof, with a focus on
improving the quality of life of underprivileged
and marginalized communities.

The CSR initiatives of the Company are primarily
focused on the following thematic areas:

Health & Hygine

Being a pharmaceutical company, healthcare remains
one of the core focus areas of the Company’s CSR
initiatives. The Company undertakes programmes
aimed at improving access to quality healthcare
services, promoting preventive healthcare, and
enhancing awareness regarding health and hygiene.
CSR interventions include organizing primary

healthcare camps, early detection of congenital
heart diseases among children, HPV vaccination
support for girls and women, supporting hospitals
and healthcare institutions, providing mobile medical
units (including Indian army outreach).

Education & Digitalisation

The Company believes that education is one of
the most powerful tools for social transformation
and sustainable development. Through its CSR
programmes, the Company supports initiatives
aimed at improving access to quality education
and promoting digital smart classes and skill
development among children and youth. The
Company undertakes activities such as supporting
schools and educational institutions, distribution
of educational material, scholarships for deserving
students, digital learning initiatives, infrastructure
development in schools, and vocational training
programmes. The Company also focuses on
enhancing employability and empowering youth
through various skill development and capacity¬
building initiatives.

Environment & Sanitation

The Company is committed towards environmental
protection and sustainable development. The
CSR initiatives under this thematic area focus
on conservation of natural resources, ecological
balance, and promoting environmental awareness.
The Company undertakes activities such as
plantation drives, water conservation projects,
solar streetlights installation, waste management
initiatives, promotion of renewable energy,
construction of household toilets, biodiversity
conservation, and programmes aimed at reducing
environmental impact. The Company also supports
awareness campaigns and community participation
initiatives for environmental sustainability and
climate resilience.

Livelihood Development

The Company undertakes various initiatives
aimed at improving livelihood opportunities and
empowering economically weaker sections of
society. The CSR programmes under this thematic
area focus on promoting PROSPER - holistic socio¬
economic development programme in various cities
including sustainable livelihood generation, women
empowerment, rural development, entrepreneurship
development, and self-employment opportunities. The
Company supports small enterprises and community-
based initiatives to promote sustainable livelihood
opportunities and economic empowerment. The CSR
interventions include support for income generation
activities, strengthening of self-help groups,

entrepreneurship development, skill enhancement
programmes, and community infrastructure
development. These initiatives are aimed at fostering
economic self-reliance, enhancing employability,
and improving the socio-economic conditions of
underprivileged and marginalized communities.

Through these CSR initiatives, the Company
endeavours to contribute meaningfully towards
social welfare and sustainable development
while creating long-term value for society and
stakeholders.

In compliance with the requirements of Section 135
of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the CSR Policy
of the Company is available on the website of the
Company and can be accessed through the web link
athttps://www.mankindpharma.com/wp-content/
uploads/2025/06/Corporate-Social-Responsibility-
CSR-Policy.pdf

The Annual report on CSR activities, which contains
details of expenditures incurred by the Company
and brief details on the CSR activities, is provided
in, ‘Annexure E' to this Report.

31. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company, working on zero tolerance policy
for any kind of discrimination or harassment, has
always endeavoured to provide an open and safe
workplace for every employee and associate to
feel empowered irrespective of gender, sexual
preferences, and other factors, and contribute to
the best of their abilities. Pursuant to the provisions
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(“POSH”) and the Rules made thereunder, the
Company has in place, a comprehensive policy on
Prevention of Sexual Harassment at Workplace.
In accordance with the requirements of the POSH,
the Company has constituted Internal Complaints
Committee, which is fully functional and empowered
to review, investigate, and resolve any complaints
received under the POSH.

During the year under review, no complaints of sexual
harassment were reported to the Committee, nor
were any disposed off. Accordingly, no complaints
were pending at the beginning or at the close of
the FY, nor was any complaint pending for a period
exceeding 90 days during the year.The requisite
details mandated by POSH are provided in the
Corporate Governance Report, which is part of this
Annual Report.

The employees are the Company’s most important
assets. The Company is committed to hiring and
retaining the best talent. To achieve this, the
Company focuses on promoting a collaborative,
transparent, and participative organizational
culture, and rewarding merits and sustained high
performance. The Company’s human resource
management culture emphasizes enabling
employees to develop their skills, grow in their
careers, and navigate their personal development
for future leadership responsibility. The Company’s
goal has always been to create an open and safe
workplace for every employee to feel empowered,
irrespective of gender, sexual preferences, and
other factors, and contribute to the best of their
abilities.

Industrial relations of the Company remained cordial
throughout the year under review. As of March 31,
2026, the Company had a total of 20,428 employees,
the breakup of which is as mentioned below:

33. OTHER DISCLOSURES

During the year under review: -

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

b. 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.

c. 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.

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

e. Neither the Managing Director nor the Whole
Time Directors of the Company receive any
remuneration or commission from any of its
subsidiaries.

f. There was no change in the nature of the
Business of the Company.

g. Except as disclosed in this Annual 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.

h. To the best of our knowledge and information
available, no application has been made under
the Insolvency and Bankruptcy Code, 2016,
hence the requirement to disclose the details of
the application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016,
as amended, during the year along with their
status as at the end of the FY is not applicable.

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

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

k. The Company is in compliance with the
provisions of Maternity Benefits Act, 1961.

l. The Company has appointed Mr. Hitesh Kumar
Jain as Nodal Officer of the Company to deal
with matters concerning Investor Education and
Protection Fund (IEPF).

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

For and on behalf of the Board of
Mankind Pharma Limited

Rajeev Juneja Sheetal Arora

Vice Chairman & CEO & Whole Time Director

Managing Director DIN: 00704292

DIN:00283481

Date: May 19, 2026
Place: New Delhi