Aptus Pharma Ltd Management Discussions

For the nancial year ended 31 March 2026 - APTUS PHARMA LIMITED

CIN: U24230GJ2010PLC061957 BSE SME Scrip Code: 544529 ISIN: INE15XJ01010

1. Basis and scope

This Management Discussion and Analysis Report ("MD&A") forms part of the Annual Report of Aptus Pharma Limited ("the Company") for the nancial year ended 31 March 2026. It is prepared pursuant to regulation 34(2)(e), read with Part B of Schedule V, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR").

Unless stated otherwise, the discussion is based on the standalone audited nancial statements and management information for FY 2025-26, with comparative gures for FY 2024-25.

2. Industry structure and developments

Indias pharmaceutical industry is well positioned for sustained growth, supported by its status as the worlds third-largest pharmaceutical producer by volume, its contribution of around 20% of global generic medicines, and exports to 200+ countries. With pharma exports exceeding US$31 billion in FY26 and the domestic market expected to nearly double by 2030, the industry outlook remains positive.

The Company has established itself as a growing participant in pharmaceutical marketing and distribution. It does not own a manufacturing facility; its nished pharmaceutical formulations are manufactured through approved third-party/contract manufacturing arrangements and are marketed and distributed by the Company under its brands.

Companys Business Structure & Verticals: Pharma Formulation:

The Pharma Formulation vertical will remain a core revenue-generating business of Aptus Pharma. The business model is primarily focused on promoting branded generic formulations through a strong medical and sales network. Revenue is generated through prescription generation by promoting branded generic products to doctors.

The major therapeutic focus will be divided into: Acute & Chronic target therapies. - Acute therapies - products for short-term and immediate treatment requirements.

- Chronic therapies - products for long-term conditions requiring continuous treatment and repeat prescriptions.

The objective is to build strong brands, increase doctor coverage, expand the product portfolio and strengthen prescription-driven revenue across existing and new markets.

Consumer Products:

The Consumer Products vertical will focus on developing Aptus as a consumer healthcare, wellness and personal-care brand. Revenue will be generated by promoting OTC, wellness, personal-care and self-care products directly through traditional trade channels and, progressively, through a proposed e-commerce/D2C platform.

The key product categories will include:

- Skin Care

- Face Care

- Hair Care

- Personal Hygiene

- Wellness Products

- Self-Care OTC Products

The strategy would be to build consumer-facing brands with repeat purchases and wider retail penetration, while using e-commerce to reach customers directly across India.

International Market & Export Services:

The International Business vertical will initially generate revenue through domestic merchant exporters and export-related services. International business shall be facilitated by connecting overseas opportunities with associated manufacturing partners and generating service income from business provided to associated manufacturers or exporters.

The Companys business model is supported by an expanding product portfolio, distributor relationships and engagement with medical professionals across India. The Company started its operations with 11 products and thereafter its product portfolio kept increasing from more than 140 products as at March 2023 to more than 194 products as at March 2025 and further to more than 250 products as at 31 March 2026.

The business is affected by pharmaceutical product approvals, licences held by the Company and its contract manufacturers, quality and good manufacturing practice requirements, price controls under the Drugs (Prices Control) Order/NPPA framework, labelling and promotion requirements, pharmacovigilance obligations and other applicable central and state laws. Compliance by contract manufacturers remains important because the Company relies on them for production.

The asset-light contract-manufacturing model enables the Company to expand its portfolio without investing in an owned manufacturing facility. At the same time, it creates dependence on the capacity, quality systems, regulatory compliance, delivery schedules and input availability of third-party manufacturers.

3. Opportunities and threats Opportunities

Expansion of the Companys distributor reach and deeper penetration in existing and underserved domestic markets.

Further expansion of the product portfolio across acute, chronic, wellness, nutraceutical, OTC and personal-care categories.

Increasing healthcare spending, insurance penetration and government healthcare initiatives support demand for pharmaceutical products.

Bene ts of an asset-light model through quali ed contract manufacturers, allowing product and market expansion with comparatively lower investment in manufacturing assets.

Increasing healthcare awareness, growth in chronic therapies and demand for accessible branded pharmaceutical and wellness products.

Threats and industry challenges

Pricing pressure arising from intense competition, trade margins, tenders and price-control exposure under DPCO/NPPA.

Regulatory non-compliance, manufacturing or quality failures, product recalls, delays in supply or loss/suspension of licences at the Company or any material contract manufacturer.

Dependence on third-party manufacturers and concentration in material products, distributors, customers or regions.

Volatility in input, packaging, freight and foreign-exchange costs; counterfeit products; intellectual-property disputes; and changes in market or prescribing practices.

4. Segment-wise or product-wise performance

The Company is primarily engaged in the marketing and distribution of nished pharmaceutical formulations and operates in a single business segment. Accordingly, separate segment reporting under Accounting Standard (AS) 17 "Segment Reporting" is not applicable. The therapeutic divisions described below are management/product divisions and not separate reportable accounting segments.

Segment / productc ategory	RevenueF Y 2025-26 ( lakh)	RevenueF Y 2024-25 ( lakh)	YoY change (%)	Commentary
Pharmaceutical formulations (single reportable segment)	4,657.46	2,455.77	89.65%	Growth d riven by expansion ofp roduct portfolio, distributor relationships, market penetration and s ales volumes.

5. Outlook

Management remains optimistic about the Companys prospects. The Company intends to build on its expanding portfolio of more than 250 products, strengthen relationships with doctors and distributors, deepen market penetration and selectively enter additional domestic, emerging and semi-regulated markets. The Company shall endeavor on building a strong global presence by expanding domestically and internationally to Asian, African and Latin American countries. The availability of funds raised through the IPO provides additional nancial capacity for the Companys stated objects and growth initiatives. Actual performance will depend on demand, execution, working-capital management, product acceptance, the performance of contract manufacturers and the regulatory and competitive environment.

With a view strengthening the Companys capital base and meeting its funding requirements for capital expenditure, including land acquisition, manufacturing plant structure, development of hi-tech storage facilities and acquisition of vehicles, as well as for meeting its working capital requirements and general corporate purposes, the Board of Directors, at its meeting held on August 17, 2026, approved a proposal for raising up to 44,88,03,600/- through a preferential issue of equity shares to identi ed proposed allottees. The proposed issue is subject to approval of the members, receipt of in-principle approval from the Stock Exchange and other applicable regulatory approvals. The proposed fund-raising is expected to support the Companys objects as stated above.

6. Risks, concerns and mitigation

Riska rea	Company-specific exposure	Principal mitigation / monitoring
Productq uality and p atient safety	Productq uality, stability, labelling, out-of-specification results, recalls and pharmacovigilance, notwithstanding manufactureb y thirdp arties. Dependenceo n licences, prod uct	Qualification andm onitoring ofc ont ractm anuf acturers; quality agreements; batch documentation;c omplaint, recall andp harmacovigilance procedures. Compliance monitoring,
Regulatory andl icensing	permissions andc ompliance of theC ompany and c ontract manuf acturers with CDSCO/StateF DAa nd G MP requirements.	contractualp rotections, period icd ocument r eview, auditsw herea ppropriatea nd timely corrective action.
Contractm anufacturing and supply chain	Dependenceo n third-party capacity, inputa vailability, delivery schedules, quality systems andc ommercial terms.	Multiple qualified manufacturing sources where feasible, orderp lanning, inventory monitoring and supplier-performance review.
Product/distributor/geography concentration	Growth dependso n continued acceptanceo ft heC ompanys brandsa nde ffectivenesso f i ts distributora ndd octorn etwork.	Producta ndt herapeutic diversification, wider distributorr each, credit monitoring and d eeper
Financial	Rising interest, liquidity, receivables and i nventory risks	geographic penetration. Strengthenedi nternalc ontrols overf inancial and w orking capital management

7. Internal control systems and their adequacy

The Company has internal nancial and operational controls designed to be commensurate with its size, scale and complexity. The adequacy and effectiveness of these controls are periodically reviewed by the management, Internal Audit function and the Audit Committee, wherever applicable. The management and statutory auditors have reviewed the internal control framework and, based on their assessment, no material weakness or signi cant de ciency in the internal nancial controls requiring disclosure has been identi ed during the year. The Company remains committed to continuously strengthening its control environment in line with the growth and evolving complexity of its business.

8. Financial performance in relation to operational performance

Particulars	FY2 025-26 ( lakh)	FY2 024-25 ( lakh)	YoYc hange (%)
Revenuef romo perations	4,657.46	2,455.77	89.65%
EBITDA/ p rofitb eforei nterest andd epreciation	750.32	475.51	57.79%
Finance cost	72.06	29.66	142.95%
Depreciation	40.80	26.34	54.90%
Prof itb eforet ax	637.46	419.51	51.95%
Prof ita ftert ax	461.99	309.96	49.05%

Revenue from operations increased by approximately 89.65%, from 2,455.77 lakh in FY 2024-25 to 4,657.46 lakh in FY 2025-26. The increase was driven principally by expansion of the product portfolio, stronger distributor relationships, deeper market penetration and higher sales volumes. EBITDA increased by approximately 57.79% to 750.32 lakh. Pro t after tax increased by approximately 49.05% to 461.99 lakh, re ecting revenue scale, operating efficiencies and cost discipline. Total expenditure increased to 4,033.35 lakh from 2,044.13 lakh, broadly in line with the signi cantly higher scale of operations. Finance cost increased to 72.06 lakh and depreciation increased to 40.80 lakh.

IPO and capital resources: During FY 2025-26, the Company completed an initial public offering of 18,60,000 equity shares of 10 each at an issue price of 70 per share, including a securities premium of 60 per share, aggregating to 1,302.00 lakh. The equity shares were listed on the BSE SME Platform with effect from 30 September 2025. Following the IPO, the paid-up equity share capital stood at 686.00 lakh, comprising 68,60,000 equity shares of 10 each.

Operational indicators

Indicator	FY2 025-26	FY2 024-25	Commentary
Prod uctsi n portfolio	250+	194+	Continuede xpansion across theC ompanys therapeutica ndw ellness divisions.
Business model	Third- party/contract manufacturing	Third- party/contract manufacturing	The Company doesn ot own am anufacturing facility. Increaseo f
Revenuef romo perations ( lakh)	4,657.46	2,455.77	approximately 89.65%.

9. Human resources and industrial relations

The Companys workforce increased from 70 people as at 31 March 2025 to 91 people as at 31 March 2026 in line with the growth in operations.

Particulars	31 March2 026	31 March2 025
Total peoplee mployed	91	70
Permanent e mployees	91	70
Otherw orkers/ c ontractp ersonnel, ifm aterial	0	0

10. Signi cant changes in key nancial ratios

Part B of Schedule V of SEBI (LODR) Regulations, 2018 requires details and explanations where any of the following ratios changes by 25% or more compared with the immediately preceding nancial year.

Ratio	FY2 025- 26	FY2 024- 25	Change (%)	Explanation wherec hangei s 25%
Trader eceivables turnoverr atio	3.82	5.46	(30.10%)	Turnover increasedb y about 0.90 times, whereasa verage trader eceivables increasedb y about1 .71 times . The higher increase in average receivables resultedi n ad eclinei n ther atio.
Inventory turnoverr atio	2.07	1.72	20.19%	Not a pplicable
Interestc overager atio	9.85	15.14	(34.94%)	The declinew asp rimarily due to an increase in finance costs during they ear, whilet he correspond ing benefitsf romt he deploymento fb orrowedf und s are expectedt o accrue progressively.
Currentr atio	1.83	1.63	11.75%	Not a pplicable
Debt-equity ratio	0.31	1.49	(79.31%)	Equity raisedt hrough theI PO significantly increased shareholders equity, resulting in a reduction in thed ebt-equity ratio.
Operating profitm argin (%)	15.11	18.66	(19.02%)	Not a pplicable
Netp rofitm argin (%)	9.92%	12.62%	(21.41%)	Not a pplicable
Sector-specific equivalent ratio, ifa pplicable	Not applicable	Not applicable	-	No sector-specific equivalent ratio identified.

Calculation notes: Change (%) = (current-year ratio previous-year ratio) ? previous-year ratio ? 100.

11. Change in return on net worth

Unlike the ratios above, Schedule V requires disclosure and a detailed explanation of any change in return on net worth; the 25% threshold does not apply.

Particulars	FY2 025-26	FY2 024-25	Change	Detailed explanation
Return on net worth / return on equity (%)	19.79%	44.50%	Decrease of 55.53%	The IPOr esultedi n a significant increase in shareholders equity. The increase in thee quity base wasp roportionately higher than t hei ncreasei n profita ftert ax, resulting in a declinei n ther eturn on equity ratio.

Formula used in the supplied ratio analysis: pro t after tax divided by closing shareholders equity.

12. Disclosure of accounting treatment

The nancial statements have been prepared in accordance with the applicable Accounting Standards and the

Company has not followed any accounting treatment different

13. Cautionary statement

Statements in this MD&A describing the Companys objectives, estimates, expectations or outlook may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results may differ materially due to economic conditions, government policies and regulation, demand and pricing, input availability and costs, exchange-rate and interest-rate movements, competition, litigation, regulatory actions, product quality or safety events and other risks described in this Annual Report. The Company undertakes no obligation to update such statements except as required by law.