Mankind Pharma Limited — M&A Activity 2025

Mar 28, 2025

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Date: March 28, 2025

BSE Limited

1[st] Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001

Scrip Code: 543904

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Symbol: MANKIND

Dear Sir/ Madam,

Subject: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Amalgamation of BSV Pharma Private Limited, Step Down Subsidiary with Bharat Serums and Vaccines Limited, Material Subsidiary of the Company

Dear Sir(s)/ Madam(s),

This is to inform you that, the National Company Law Tribunal, Mumbai Bench, (NCLT) in its hearing held today i.e. March 28, 2025 approved the Scheme of Amalgamation (“Scheme”) of BSV Pharma Private Limited (Transferor Company), step down subsidiary with Bharat Serums and Vaccines Limited (Transferee Company), Material Subsidiary of Mankind Pharma Limited (the “Company”) and their respective shareholders under Sections 230 and 232 of the Companies Act, 2013 read with rules framed thereunder.

The Scheme shall become effective from the appointed date i.e. May 9, 2022 upon filing of the certified copy of the order, passed by the Hon’ble NCLT, by both the companies with the Registrar of Companies. The certified copy of the order is awaited. The Transferor Company shall stand dissolved without winding up once the certified copy of the order is filed with the Registrar of Companies.

Details as required as per SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024 are enclosed herewith as annexure 1.

You are requested to take the same on your records.

Thanking you,

Yours faithfully,

For Mankind Pharma Limited

Digitally signed by HITESH HITESH KUMAR JAIN KUMAR JAIN Date: 2025.03.28 19:05:14 +05'30'

Hitesh Kumar Jain

Company Secretary and Compliance Officer

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Annexure 1

The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024 are as follows:

S.No.	Particulars	Details
1.	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.	Transferor Company: BSV Pharma Private Limited Turnover (F.Y. 2023-24): 8,109.22 (INR in Lacs) Net worth (F.Y. 2023-24):81,292.65 (INR in Lacs) Transferee Company: Bharat Serums and Vaccines Limited Turnover (F.Y. 2023-24): 1,42,591.96 (INR in Lacs) Net worth: (F.Y. 2023-24):3,60,627.30 (INR in Lacs)
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length	Yes, it will fall under Related Party Transaction, as the Amalgamation is between BSV Pharma Private Limited (“Transferor Company/ BSV Pharma”) and Bharat Serums and Vaccines Limited (“Transferee Company/BSVL”), entities controlled by same set of management. However, as per the MCA Circular No. 30/2014, dated 17.07.2014, it was clarified that transactions arising out of the Compromises, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not attract the requirements of section 188 of the Companies Act, 2013.
3.	Area of business of the entity	 BSV Pharma is currently engaged in the business of marketing, distribution, purchase and sale of women's healthcare products in India.  BSVL is currently engaged. in the business of research, development, manufacturing, marketing and sales of biological and pharmaceutical products and medical equipment in India and overseas market.
4.	Rationale for amalgamation/ merger	 Consolidation of similar businesses under single entity and achieve simplified corporate structure, eliminate duplicate corporate procedures and facilitate in exploiting the significant potential for growth;  Result in optimizing and leveraging existing resources of these companies for the most beneficial utilization of these factors in the combined entity. Further, it would be advantageous to combine the

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activities and operations of all these companies in a
single entity and build strong capabilities to
effectively meet future challenges in the competitive
business environment;
 Result in reduction in overheads, better and more
productive utilization of financial, human and other
resource and enhancement of overall business
efficiency and also to enable these companies to
combine their managerial and operation strength, to
build wider capital and financial base and to promote
and secure overall growth;
 Result in significant reduction in multiplicity of legal
and regulatory compliances which at present is
required to be made separately by the Transferor
Company and the Transferee Company; and
 Greater efficiency in cash management of the
Transferee Company and unfettered access to cash
flow generated by the combined business which can
be deployed more efficiently to fund organic and
inorganic growth opportunities. The proposed
amalgamation would enhance the shareholders'
value of the Transferor Company and the Transferee
Company.
5. In case of cash Upon the Scheme coming into effect, all equity shares
consideration- amount or of the Transferor Companies held by the Transferee
otherwise share exchange Company (either directly or through nominees) shall
ratio; stand cancelled without any further application, act or
deed and no new shares shall be issued or payment to
be made in cash whatsoever by the Transferee
Company in lieu of cancellation of the shares of the
Transferor Company as the Transferor Companies are
wholly owned subsidiary of the Transferee Company.
6. Brief details of change in There will be no change in the shareholding pattern of
shareholding pattern (if the Mankind Pharma Limited.
any) of listed entity
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