<dhhead>Board’s Report</dhhead>

DEAR MEMBERS,

The Board of Directors ("Board") are pleased to present the 32^nd 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, 2023 ("FY 2022-23"). This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all the public shareholders and look forward to your faith and support in times to come.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The Company’s financial performance is summarized below: -

Amount (INR in Lacs)

*Refer Note 49 of Standalone Financial Statement

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

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 2022-23 is as under:

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

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

The Company is engaged in developing,

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

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

2. DIVIDEND

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

3. REVISION OF FINANCIAL STATEMENTS

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

4. MATERIAL EVENTS Initial Public Offering

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

The issue comprising of OFS by selling shareholders was open for subscription from April 25, 2023 to April 27, 2023. The anchor issue opened on April 24, 2023. The selling shareholders offered 4,00,58,844 Equity Shares of face value Rs 1 each for cash price of Rs1080 per share including a premium of Rs 1079 per share aggregating to Rs 4,32,635.52 Lacs. Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its Members. The Board also places on record its appreciation for the support provided by various Authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and Employees of the Company for making the maiden IPO of the Company a grand success.

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

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

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

6. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

7. EMPLOYEES STOCK OPTION PLAN

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

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

Further, the disclosure as mandated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the ESOP Plan is as follows;

j employee wise details of options granted during FY 2022-23

8. CORPORATE GOVERNANCE REPORT

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

9. SHARE CAPITAL

a) Status of Shares

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

b) Authorized Share Capital

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

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

11. ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 is available on the website of the Company at https://www.mankindpharma.com/ investors-relations/annual-report

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

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

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

13. 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, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the year ended on that date;

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.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) Acquisitions

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

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

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

b) Amalgamation

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

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

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

c) Details of Subsidiaries, Associates and Joint Ventures

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

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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. Rajeev Juneja (DIN: 00283481) being longest in the office from the date of his last re-appointment shall retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his re-appointment.

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

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

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

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

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

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

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

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

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

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

17. INDEPENDENT DIRECTORS’ MEETING

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

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.

18. DECLARATION FROM INDEPENDENT DIRECTORS

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

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s 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.

19. 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.

20. NOMINATION AND REMUNERATION POLICY

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

The salient features of the NRC Policy are as follows:

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

21. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

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

22. RISK MANAGEMENT

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

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

23. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https:// www.mankindpharma.com/investors-relations/ corporate-governance

All contracts, arrangements and transactions entered

23 were in the ordinary course of business and on an arm’s 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 Company’s 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. 42 of the standalone financial statements and Note No. 43 of the consolidated financial statements.

24. AUDITORS

a. Statutory Auditors and their report

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

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

b. Secretarial Auditor and their report

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

c. Cost Auditor and their report

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Board had appointed M/s M. K. Kulshreshta & Associates, Cost Accountants, as

i

the Cost Auditor of the Company, to carry out the Cost Audit of FY 2022-23. The Cost Audit Report for the FY 2022-23 submitted by the Cost Auditors does not contain any qualification, reservation, observation or adverse remarks. The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

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

d. Internal Auditor and their report

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

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

25. SECRETARIAL STANDARDS

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

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

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.

27. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("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 the Annual Report. During the year under review the CSR Policy, was amended to align with the provisions of the SEBI Listing Regulations/applicable CSR Rules and the same is available on the website of the Company at https://www.mankindpharma.com/ investors-relations/corporate-governance.

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

28. PUBLIC DEPOSITS

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.

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

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

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

31. OTHER DISCLOSURES

During the financial year under review:-

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

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

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

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

32. CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis Report describing the Company’s 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.

33. 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

Date : August 2, 2023

Place : New Delhi