Mankind Pharma Ltd

DEAR MEMBERS,

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:

Amount ( in crores)

Particulars	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from continuing operations	14,277.64	12,207.44	10,421.18	9,507.41
Profit before depreciation, exceptional items and Tax from continuing operations	3,348.61	3,137.55	2,849.81	2,541.26
Less: Depreciation and amortization expense from continuing operations	886.18	621.22	428.57	394.76
Profit before exceptional items and tax from continuing operations	2,462.43	2,516.33	2,421.24	2,146.50
Less: Exceptional Items	129.75	-	106.24	-
Profit before tax from continuing operations	2,332.68	2,516.33	2,315.00	2,146.50
Less: Tax Expenses from continuing operations	394.58	509.74	277.44	421.74
Profit after tax from continuing operations	1,938.10	2,006.59	2,037.56	1,724.76
Profit after tax from discontinued operations	-	4.53	-	61.23
Total other comprehensive income/(loss) for the year	57.04	(8.29)	28.61	5.15
Total comprehensive income for the year	1,995.14	2,002.83	2,066.17	1,791.14
Attributable to:
- Equity holders of the parent	1,969.50	1,982.84	2,066.17	1,791.14
- Non-controlling interests	25.64	19.99	-	-
Opening balance of retained earnings	11,907.32	9,918.83	11,396.88	9,763.97
Closing balance of retained earnings	13,804.25	11,907.32	13,431.38	11,396.88

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:

The 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.

Following 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.

Over 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 at https://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 Thir t y 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

During the year under review, there was a marginal increase in the paid-up equity share capital of the Company due to the allotment of equity shares pursuant to exercise of the options granted, under the Employee Stock Option Plan, 2022 ('ESOP Plan') . The movement in share capital is summarized below:

Particulars	No. of Equity Shares	Face Value ( )	Paid-up Share Capital ( )
Paid-up share capital as on April 1, 2025	41,25,78,527	1	41,25,78,527
Equity shares allotted under ESOP Plan during FY 2025-26	2,49,801	1	2,49,801
Paid-up share capital as on March 31, 2026	41,28,28,328	1	41,28,28,328

The Company has not issued any shares with differential voting rights, sweat equity shares, or bonus shares during the year under review. The Company's shares are compulsorily tradable in electronic form. As on March 31, 2026, the entire paid-up share capital is held in dematerialized form.

The Company's equity shares are listed on the National Stock Exchange of India Limited and BSE Limited, with listing fees paid to both exchanges for FY 2026-27.

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 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 at https://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 at https://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 redesignated 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.

Key Managerial Personnel: There was no change in the Key Managerial Personnel ('KMP') of the Company during the year. As on the date of this report, the Company have the following KMP, in accordance with Section 2(51) and 203 of the Act:

Sr. No. Name	Designation
1. Mr. Ramesh Juneja	Executive Chairman
2. Mr. Rajeev Juneja	Vice Chairman & Managing Director
3. Mr. Sheetal Arora	CEO & 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

11. 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 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 at https://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.

19. RISK MANAGEMENT

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/2026/02/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 AuditoroftheCompany,wastimely 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 at https://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 viz https://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 socioeconomic 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 at https://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.

32. HUMAN RESOURCE MANAGEMENT

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:

Male	19,870
Female	558
Transgender	0
Total	20,428

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).

34. ACKNOWLEDGEMENTS

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

Sheetal Arora
CEO & Whole Time Director
DIN: 00704292

Rajeev Juneja
Vice Chairman &
Managing Director
DIN: 00283481
Date: May 19, 2026
Place: New Delhi