Mahamaya Lifesciences Ltd Management Discussions

OPERATIONS

You should read the following discussion of our financial position and results of operations together with our Restated Consolidated Financial Statement which have been included in this Red Herring Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Consolidated Financial Statement for the period ended June 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on page 31 and 21, respectively, and elsewhere in this Red Herring Prospectus. Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to the 12 months ended March 31 of that year.

BUSINESS OVERVIEW

Our company specializes in the manufacturing of pesticide formulations and supply bulk formulations catering to both Indian agrochemical companies, as well as multinational corporations (MNCs). We began our journey by focusing on import and registration of vital pesticide molecules (Technical) that were not produced domestically in India. We imported these molecules after lot of product research and worked on registering them with the Central Insecticides Board and Registration Committee (CIBRC) under the Department of Agriculture, Government of India. After successful registration we marketed these molecules both as technical and as value added end use formulations for both domestic manufacturers and MNCs.

For further details, see "Our Business" on page 124 of this Red Herring Prospectus.

The following table sets forth a breakdown of our revenue from operations, as well as other key performance indicators, for the Financial years/period indicated:

( in Lakhs except percentages)

Key Financial Performance	For the period ended June 30, 2025*	For the financial year ended March 31,2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023
Total Income (1)	8,403.90	26,717.31	16,282.75	13,739.91
EBITDA (2)	803.64	2,464.44	1,335.84	891.37
EBITDA Margin (3)	9.56%	9.22%	8.20%	6.49%
PAT(4)	410.38	1,294.31	521.86	375.06
PAT Margin (5)	4.88%	4.84%	3.20%	2.73%
EBIT	749.47	2,287.16	1,187.75	764.15
RoE(%)(6)	7.97%	34.94%	23.67%	21.34%
RoCE (%)(7)	7.30%	23.15%	16.16%	20.00%
Capital Employed(7)	10,261.65	9,881.26	7,352.18	3,820.69
Debt (8)	5,771.51	5,811.41	5,462.60	2,437.26

*Not Annualised

KPI disclosed above is certified by N Naresh and Co, Chartered Accountants the statutory auditors of our Company pursuant to their certificate October 08, 2025 , UDIN No:25217549BMIMHW8958

Notes:

(1) Total Income is calculated as Revenue from Operations+ Other Income as appearing in the Restated Consolidated Financial Statements (2) EBITDA is calculated as Profit before tax + Depreciation + Amortization+ Interest Expenses

(3) ‘EBITDA Margin is calculated as EBITDA divided by Total Income (4) ‘PAT is calculated as Profit after tax for the year/period.

(5) ‘PAT Margin is calculated as PAT for the year/period divided by Total Income. (6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity

(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity + non-current liabilities {Excluding provisions} + short term borrowings Intangible Assets. (8) Debt includes long term borrowings and short-term borrowings.

Explanation for KPI metrics:

Key Financial Performance	Explanations
Total Income	Total Income includes Revenue from Operations and Other Income. Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business
EBITDA	EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%)	EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business
PAT	Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%)	PAT Margin (%) is an indicator of the overall profitability and financial performance of our business
RoE(%)	RoE provides how efficiently our Company generates profits from shareholders funds.
RoCE (%)	RoCE provides how efficiently our Company generates earnings from the capital employed in the business.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to "Restated Consolidated Financial Statements" beginning on page 180 of this Red Herring Prospectus.

Factors Affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

1. General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

2. Our ability to respond to technological changes;

3. Adverse natural calamities having significant impact on regions where we have our business operations;

4. Our ability to attract and retain qualified personnel;

5. Inability to promptly identify and respond to changing customer preferences or evolving trends;

6. Any change in government policies resulting in increases in taxes payable by us;

7. Changes in laws and regulations that apply to the industries in which we operate.

8. Our ability to grow our business;

9. General economic, political and other risks that are out of our control;

10. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; 11. Companys ability to successfully implement its growth strategy and expansion plans; 12. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate; 13. Inability to successfully obtain registrations in a timely manner or at all;

14. Occurrence of Environmental Problems & Uninsured Losses;

15. Conflicts of interest with affiliated companies, the promoter group and other related parties; 16. Any adverse outcome in the legal proceedings in which we are involved; and

17. Concentration of ownership among our Promoters.

Our Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Consolidated Financial Statements for the period ended June 30, 2025 and financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023.

( in lakhs)

Sr. No. Particulars	June 30, 2025	% of Total Income	March 31,2025	% of Total Income	March 31, 2024	% of Total Income	March 31, 2023	% of Total Income
A. Revenue:
Revenue from operations	8,300.72	98.77	26,414.86	98.87	16,157.08	99.23	13,707.58	99.76
Other income	103.18	1.23	302.44	1.13	125.67	0.77	32.33	0.24
Total Income (A)	8,403.90	100.00	26,717.31	100.00	16,282.75	100.00	13,739.91	100.00
B. Expenses:
Cost of material consumed	6,884.93	81.93	22,369.36	83.73	12,968.34	79.64	12,900.60	93.89
Direct Expenses	226.40	2.69	826.49	3.09	315.36	1.94	229.58	1.67
Changes in inventories of Work-in- progress and Finished goods	70.93	0.84	(516.20)	(1.93)	634.71	3.90	(1,284.52)	(9.35)
Employee benefits expense	195.65	2.33	718.05	2.69	485.89	2.98	461.90	3.36
Finance costs	195.99	2.33	682.93	2.56	590.42	3.63	285.23	2.08
Depreciation and amortization expense	54.18	0.64	177.28	0.66	148.09	0.91	127.22	0.93
Other expenses	206.76	2.46	723.50	2.71	428.22	2.63	510.29	3.71
Total Expenditure (B)	7,834.84	93.23	24,981.41	93.50	15,571.03	95.63	13,230.30	96.29
C Profit before tax (A-B)	569.06	6.77	1,735.89	6.50	711.72	4.37	509.61	3.71
D Tax Expense:-
(i) Current tax	146.85	1.75	409.87	1.53	168.03	1.03	106.84	0.78
(ii) Deferred tax expenses/(credit)	11.84	0.14	31.71	0.12	21.83	0.13	27.71	0.20
Total Tax	158.68	1.89	441.58	1.65	189.86	1.17	134.55	0.98
Expenses (D)
E Profit for the year before minority interest (C-D)	410.38	4.88	1,294.32	4.84	521.86	3.20	375.06	2.73
F Minority Interest	-	-	-	-	-	-	-	-
G Profit /(Loss)for the year (E-F)	410.38	4.88	1,294.32	4.84	521.86	3.20	375.06	2.73

OVERVIEW OF REVENUE AND EXPENSES INCOME: Revenue from operations:

Revenue from operations mainly consists of revenue from sale of goods and sales of services.

Other Income:

Our other income primarily comprises of Interest income, Profit on sale of Fixed Assets, Sundry Balance written back, Forex Exchange Gain, Reversal of Gratuity Provision and leave encashment provision, Duty Drawback, Export Incentive- RODTEP, Subsidy, Fee from Marketing and Miscellaneous income.

EXPENSES:

Companys expenses consist of cost of material consumed, direct expenses, changes in inventories of work-in-progress and finished goods, employee benefits expense, finance costs, depreciation and amortization expense and other expenses.

Cost of material consumed

This represents purchases related Opening stock, add purchase during the year/period and less closing stock

Direct Expenses

Direct Expenses consists of Clearing and Forwarding Agency Charges- Imports, Consumables-Plant, Sample Expenses, Formulation Charges on Job Work, LC charges, Freight, Factory Maintenance, Interest on Custom Duty, Contract Labour Charges, Product Registration expenses, Stamp Duty and Clearance Charges, Survey Fees, UN Certificate Charges, Penalty on Custom Duty and Electricity Expenses.

Changes in Inventories of work-in-progress and finished goods

This represents changes in inventories of finished goods and work in progress.

Employee benefits expense

Our employee benefits expense primarily comprises of Director remuneration, salaries and wages, staff welfare expenses, Leave encashment, Bonus expenses, contribution to PF and ESIC, Gratuity.

Finance costs

Our finance cost includes Interest on borrowings, bank charges (Including Commission charges and processing fees), Bill discounting charges, Interest on MSME, Interest on TDS, TCS, LWF, Service tax and custom duty and Interest on income taxes.

Depreciation and amortization expense

Depreciation and amortization on tangible and intangible assets.

Other expenses

Our other expenses include Audit Fees, Business Promotion & Marketing Expenses, Communication Expenses, CSR Expenses, Demat Fees, Director sitting fees, Discount on sales, Exchange differences (net), Freight Outward, Insurance Charges, Legal and Professional Charges, Membership Expenses, Office Repairs & Maintenance, Postage and Courier, Printing and Stationery, Rates and Taxes, Rent, Software Expenses, Travelling and Conveyance Expenses , Vehicle Fuel charges and Miscellaneous Expenses.

Financial performance highlights for the period ended June 30, 2025

Revenue from Operations:

Revenue from operations for the period ended June 30, 2025 Stood at 8,300.72 Lakhs.

Other Income:

Other income for the period ended June 30, 2025 Stood at 103.18 Lakhs.

Total Expenses:

Total expenses for the period ended June 30, 2025 Stood at 7,834.84 Lakhs.

Cost of material consumed:

Cost of material consumed for the period ended June 30, 2025 Stood at 6,884.93 Lakhs.

Direct Expenses:

Direct expenses for the period ended June 30, 2025 Stood at 226.40 Lakhs.

Changes in Inventories:

Changes in inventories of Work-in-progress and Finished goods for the period ended June 30, 2025 Stood at 70.93 Lakhs.

Employee benefits expense:

Employee benefit expenses for the period ended June 30, 2025 Stood at 195.65 Lakhs.

Finance costs:

Finance costs for the period ended June 30, 2025 Stood at 195.99 Lakhs.

Depreciation and Amortization Expenses:

Depreciation and Amortization expenses for the period ended June 30, 2025 Stood at 54.18 Lakhs.

Other Expenses:

Other Expenses for the period ended June 30, 2025 Stood at 206.76 Lakhs.

Restated Profit/ (Loss) after tax:

Restated profit/ (Loss) after tax for the period ended June 30, 2025 Stood at 410.38 Lakhs.

Comparison of Financial Year 2025 with Financial Year 2024

Revenue from Operations:

During the financial year ending March 31, 2025 revenue from operations stood at 26,414.86 Lakhs. Revenue from Operations for the financial year ending March 31, 2024 stood at 16,157.08 Lakhs representing significant increase of 63.49%. The increase was attributed to higher customers demand for our products as Glufosinate Ammonium, Tolfenpyrad, Abamectin, Acetamiprid, Atrazine, Imidacloprid, Bispyribac Sodium as well as better pricing for Emamectin Benzoate.

Other Income:

During the financial year ending March 31, 2025, other income was 302.44 Lakhs. For financial year ending March 31, 2024, it was 125.67 Lakhs reflecting a substantial increase of 140.66%. The increase was primarily due to higher foreign exchange gain, duty drawback, Export incentive- RODTEP, along with income from marketing fee and subsidy.

Total Expenses:

The Total Expenses for the financial year ending March 31,2025 stood at 24,981.42 Lakhs. The total expenses represented an increase of 60.44 % as compared to previous year which is 15,571.03 Lakhs due to the factors described below: -

Cost of Material consumed:

Our cost of material consumed for the financial year ending March 31,2025 is 22,369.36 Lakhs as compared to 12,968.34 Lakhs for the financial year ending March 31,2024 reflecting an increase of 72.49%. This increase is primarily on account of higher raw material costs.

Direct Expenses:

Our direct expenses for the financial year ending March 31, 2025 amount to 826.49 Lakhs, compared to 315.36 Lakhs for the financial year ending March 31, 2024. This represents an increase of 162.08 % due to an increase in Clearing and Forwarding Agency Charges- Imports, LC charges, Freight, Consumables- Plant, Sample Expenses, Formulation Charges on Job Work, Factory Maintenance, Contract Labour Charges, Product Registration expenses, Stamp Duty and Clearance Charges and Electricity Expenses.

Changes in Inventories:

Our changes in inventories for the financial year ending March 31, 2025 amount to (516.20) Lakhs, as compared to 634.71 Lakhs for the financial year ending March 31, 2024.

Employee benefits expense:

Our Company has incurred 718.06 Lakhs as Employee benefits expense for the financial year ending March 31, 2025 compared to 485.89 Lakhs for the financial year ending March 31, 2024, representing an increase of 47.78%. The increase was largely attributable to the expansion of our workforce in line with the significant growth in business operations and revenues during the year.

Finance costs:

Finance costs for the financial year ending March 31, 2025 amounted to 682.93 Lakhs, compared to 590.42 Lakhs for financial year ending March 31, 2024, reflecting an increase of 15.67%. This increase was primarily on account of higher interest on borrowings, increased bank charges (including commission and processing fees), bill discounting charges, as well as interest on statutory dues such as tax deducted at source, tax collected at source, labour welfare fund, service tax, and customs duty.

Depreciation and Amortization Expenses:

Depreciation and amortization expense for the financial year ending March 31,2025 amounted to 177.28 Lakhs, compared to 148.09 Lakhs for the financial year ending March 31,2024, representing an increase of 19.71 %. This increase is primarily due to addition of factory building, Office equipment, Plant and machinery, Vehicle, Furniture and Fixtures, Computer and amortization of expenses related to research & development.

Other Expenses:

Other Expenses for the financial year ending March 31,2025 amounted to 723.50 Lakhs, compared to 428.22 Lakhs for financial year ending March 31,2024, reflecting an increase of 68.96%. The increase is mainly due to rise in audit fees, Business Promotion & Marketing Expenses, Communication Expenses, CSR Expenses, Demat Fees, Director Sitting Fee, Discount on sales, Freight Outward, Insurance Charges, Legal and Professional Charges, Office Repairs & Maintenance, Postage and Courier, Printing and Stationery, Rates and Taxes, Rent, Software Expenses, Travelling and Conveyance Expenses, Vehicle Fuel charges and Miscellaneous Expenses.

Restated Profit/ (Loss) after tax:

The Company reported Restated profit after tax for the financial year ending March 31, 2025 stood at 1,294.31 Lakhs in comparison to profit after tax of 521.86 Lakhs in the financial year ending March 31, 2024. The sharp increase in profitability was primarily driven by higher revenue from operations and supported by improved product mix.

Comparison of Financial Year 2024 with Financial Year 2023

Revenue from Operations:

During the financial year ending March 31, 2024 revenue from operations was 16,157.08 Lakhs. Revenue from Operations for the financial year ending March 31, 2023 stood at 13,707.58 Lakhs representing significant increase of 17.87%. The increase in revenue from operations was attributed to the introduction of new products including Glufosinate Ammonium, Tolfenpyrad, and Abamectin, as well as better pricing for Emamectin Benzoate.

Other Income:

During the financial year ending March 31, 2024, other income was 125.67 Lakhs. For financial year ending March 31, 2023, it was 32.33 Lakhs representing an increase of 288.71%. The increase was primarily due to interest income, profit on sale of fixed asset, Sundry Balance written back, foreign exchange gain and miscellaneous income.

Total Expenses:

The Total Expenses for the financial year ending March 31,2024 stood at 15,571.03 Lakhs. The total expenses represented an increase of 17.69 % as compared to previous year which is 13,230.30 Lakhs due to the factors described below: -

Cost of Material consumed:

Our cost of material consumed for the financial year ending March 31,2024 is 12,968.34 Lakhs as compared to 12,900.60

Lakhs for the financial year ending March 31,2023 reflecting an increase of 0.53%. This increase is primarily attributed to higher raw material costs.

Direct Expenses

Our direct expenses for the financial year ending March 31, 2024 amount to 315.36 Lakhs, compared to 229.58 Lakhs for the financial year ending March 31, 2023. This represents an increase of 37.36 % due to an increase in Sample Expenses, LC charges, Freight, Factory Maintenance, Contract Labour Charges, Product Registration expenses, Survey Fees, UN Certificate Charges, Penalty on Custom Duty and Electricity Expenses.

Changes in Inventories

Our changes in inventories for the financial year ending March 31, 2024 amount to 634.71 Lakhs, as compared to (1284.52) Lakhs for the financial year ending March 31, 2023.

Employee benefits expense:

Our Company has incurred 485.89 Lakhs as Employee benefits expense for the financial year ending March 31, 2024 compared to 461.90 Lakhs for the financial year ending March 31, 2023, representing an increase of 5.19%. The rise in employee cost is primarily due to an increase in the number of employees driven by the expanded scale of operations.

Finance costs:

Finance costs for the financial year ending March 31, 2024 amounted to 590.42 Lakhs, compared to 285.23 Lakhs for financial year ending March 31, 2023, reflecting an increase of 107%. This rise is primarily due to higher bank charges and the increased utilization of lines of credit driven by the expanded scale of operations, increase in interest on income tax, TDS, TCS, LWF, service tax and custom duty.

Depreciation and Amortization Expenses:

Depreciation and amortization expense for the financial year ending March 31, 2024 was 148.09 Lakhs, compared to 127.22 Lakhs for the financial year ending March 31, 2023, representing an increase of 16.40 %. This increase is primarily due to amortization of expenses related to research & development, registration of new products and on account of purchase of property, plant and equipment of 151.26 Lakhs.

Other Expenses:

Other Expenses for the financial year ending March 31, 2024 amounted to 428.22 Lakhs, compared to 510.29 Lakhs for financial year ending March 31, 2023, reflecting a decrease of 16.08%. The decrease is mainly due to reduction in expenses including communication expenses, Exchange differences (net), Freight Outward, Legal and Professional Charges, Office Repairs & Maintenance, Printing & Stationery and Rent.

Restated Profit/ (Loss) after tax:

The Company reported Restated profit after tax for the financial year ending March 31, 2024 stood at 521.86 Lakhs in comparison to profit after tax of 375.06 Lakhs in the financial year ending March 31, 2023. The increase in the profit after tax was due to higher sales.

The increase in profit is primarily driven by higher sales volume, better product mix, increased manufacturing activity resulting in higher gross margins.

The total expenditure as a percentage of total revenue has reduced from 96.52% in financial year ended March 31, 2023 to 96.37% in financial year ended March 31, 2024 due to increased scale of operations resulting in better absorption of fixed over heads which has resulted in higher net profits in financial year ended March 31, 2024.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity except as disclosed in this Red Herring Prospectus.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

Other than as described in the Section titled "Restated Financial Information" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations", beginning on Page 180 and 245 respectively of this Red Herring Prospectus, to our knowledge there are no significant economic changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Other than as described in the chapter titled "Risk Factors" and "Managements Discussion and Analysis of Financial Conditions and Result of Operations", beginning on page 31 and 245 respectively of the Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Our Companys future costs and revenues will be determined by demand/supply situation, government policies.

5. Total turnover of each major industry segment in which our Company operates

We are engaged in the business of manufacturing of pesticide formulations and supply bulk formulations catering to both Indian agrochemical companies, as well as multinational corporations. Please refer in the chapter titled "Our Business" beginning on page no. 124 of this Red Herring Prospectus. Therefore, there are no separate reportable segments.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter "Our Business", our Company has not announced any new product or business segment.

7. Seasonality of business

Our business is seasonal in nature. For further information, see "Risk Factor", "Industry Overview" and "Our Business" on pages 31, 108 and 124 respectively.

8. Dependence on single or few customers

Our business is dependent upon few customers. For further details, refer "Risk Factor" on page 31 of this Red Herring Prospectus.

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 108 and 124 respectively of this Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. June 30, 2025.

Except as mentioned in this Red Herring Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Red Herring Prospectus, which materially and adversely affect or are likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months. Our Company has approved the Red Herring Prospectus vide resolution in the Board Meeting dated October 28, 2025.