Mankind Pharma Ltd Directors Report

DEAR MEMBERS,

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

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
	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.

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

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

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

• The revenue from operations on consolidated basis for FY 2023-24 stood at Rs. 10,33,477.46 lacs as against Rs. 8,74,943.30 lacs for FY 202223, registering a growth of 18.12%. Whereas the profits for FY 2023-24 stood at Rs. 1,93,375.15 lacs as against Rs. 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 (‘IPO) of 4,00,58,844 equity shares of face value Rs. 1 each for cash price of Rs. 1,080 per share including a premium of Rs. 1,079 per share aggregating to Rs. 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 ("OTC") 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 companys authorized subscribed, issued and paid up share capital during financial year 2023-24. As on March 31, 2024 the Companys authorized share capital was Rs. 41,35,00,000 divided in to 41,35,00,000 equity shares of face value Rs. 1 each and subscribed, issued and paid up share capital was Rs. 40,05,88,440 divided in to 40,05,88,440 Equity Shares of face value Rs. 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 Companys subscribed, issued and paid up share capital amounts to Rs. 40,06,35,138 divided in to 40,06,35,138 equity shares of face value Rs. 1 each.

The Companys 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 ("MD&A") 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 ("BRSR"), 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 ("ESOP Plan") 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 (‘SEBI ESOP Regulations) 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 shareholders 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 ("SEBI"). 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. DIRECTORS 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 ("Mankind Medicare") 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 ("Mankind Consumer") 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 ("Shree Jee"), JPR Labs Private Limited ("JPR Labs") and Jaspack Industries Private Limited ("Jaspack"), 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 ("Scheme of amalgamation"). Accordingly, your Company and the Transferor Companies had filed a First Motion Application w.r.t. the above referred Scheme of Amalgamation before the Honble National Company Law Tribunal, New Delhi Bench for seeking necessary directions.

The Honble 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 Honble 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.

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 Companys website www.mankindpharma.com. The Company did not have any material subsidiaries as on March 31, 2024.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, your Companys 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 ("AGM") 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 ("AGM") 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 ("NRC") 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

(c) Stakeholders Relationship 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 DIRECTORS 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

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 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 Companys 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 ("NR Policy") 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:

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

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

• 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

• 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 Companys 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.

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 Companys 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 arms 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 Companys Policy on dealing with Related Party Transactions ("RPT Policy"). 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 ("SRBC") and M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants ("BBG") (BBG and SRBC are hereinafter collectively referred as "Joint Statutory Auditors") 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 33rd AGM till the conclusion of the 38th 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 33rd 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 33rd 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 ("CSR") Committee. The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy ("CSR Policy") 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 Boards 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 investors@mankindpharma.com.

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 Companys 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.

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. CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis Report describing the Companys 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.

	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: May 15, 2024
Place : New Delhi