Mahamaya Lifesciences Ltd Directors Report

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Oct 16, 2026|04:01:00 PM

Mahamaya Lifesciences Ltd Share Price directors Report

TO

THE MEMBERS

Your Directors are pleased to share with you the 24 th Directors Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 (Year under review).

FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of financial performance of your Company for the Financial Year 2025-26 are given below:

Amount (Rs. In Lacs)

Particulars Standalone Consolidated
31.03.2026 31.03.2025 31.03.2026 31.03.2025
Revenue from Operations 32,887.30 26,414.86 32,887.30 26,414.86
Other Income 115.93 302.44 115.93 302.44
Total Income 33,003.23 26,717.31 33,003.23 26,717.31
Total Expenses 30,595.58 24,979.77 30,615.02 24,980.97
Profit before tax 2,407.21 1,726.41 2,387.77 1,725.20
Total tax expenses 735.13 444.35 735.44 444.04
Profit for the year 1,672.08 1282.07 1,652.33 1281.16
EPS 8.43 7.55 8.33 7.52

During the year under review, Standalone revenue is Rs. 32,887.30 lacs as compared to Rs. 26,414.86 lacs in the prior year. Profit before Tax reported to Rs. 2,407.21 lacs as compared to profit of Rs. 1,726.41 lacs in the prior year. Consolidated EBITDA for the year under review increased by 10.42% from Rs. 3,426.32, lacs in the prior year to Rs. 2596.61 lacs primarily due to increase in sales. The Companys Standalone Profit for the year ended 31st March 2026 is Rs. 1672.08 lacs as against Standalone Profit of Rs. 1,282.07 lacs for the prior Consolidated revenue has also increased to Rs. 32,887.30 lacs from Rs. 26,414.86 Lacs. Your Company has posted Consolidated profit before Tax of Rs. 2,387.77 lacs in the current financial year as against Consolidated profit before Tax of Rs. 1,725.20 lacs in the prior financial year. The Companys Consolidated profit for the year ended 31st March 2026 is Rs. 1,652.33 lacs as against Consolidated Profit of Rs. finan year. 1281.16lacs theprior

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act, the audited Consolidated Financial Statement forms part of the Annual Report. The highlights of consolidated financial statements are included in tables above.

TRANSFER TO RESERVE

The Board of Directors has approved the retention of the entire profit i.e., Rs. 1,652.33 Lakhs for FY26 in the retained earnings.

DIVIDEND

The Company doesn t declare or paid any dividend for the Financial Year 2025-26.

STATE OF COMPANYS AFFAIRS

Mahamaya Lifesciences Limited is a dynamic agrochemical and crop nutrition enterprise engaged in the research, manufacturing, registration, and global distribution of high-performance crop protection products, biostimulants, and specialized plant nutrients. Operating an advanced year. formulation facility in Dahej, Gujarat, with robust regulatory and quality control capabilities, the Company serves both domestic rural markets and international geographies spanning the Middle East, Africa, and Latin America. Following its successful public listing on the BSE SME platform, the Company continues to drive sustainable growth by expanding its high-margin biological and combination product portfolios, deepening global B2B partnerships, and investing in process automation and eco-friendly agricultural innovations. During the year under review, the Company had filed its Red Herring Prospectus (RHP) and Prospectus with the Bombay Stock Exchange (BSE), SME Platform and got listed its equity shares on BSE Limited w.e.f November 18, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company did not declare or pay any dividend. Consequently, there was no amount liable to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of business of the Company. Accordingly, the disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable.

DEPOSITS

The Company has not accepted any public deposits under Sections 73 & 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year Financial Year 2025-26 under review.

Details relating to deposits covered under Chapter V of the act –

a. Accepted during the year; - NIL

b. Remained unpaid or unclaimed as at the end of the year; - NIL

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- None.

i. At the beginning of the year; - NA

ii. Maximum during the year; - NA iii. At the end of the year; - NA

REGISTRAR & SHARE TRANSFER AGENTS

The Company had appointed M/s KFin Technologies Limited as its Registrar & Share Transfer Agent.

Details of RTA
Name KFin Technologies Limited
Address Selenium, Tower B, Plot No- 31& 32, Financial District, Nanakramguda, Serilingampally, Hyderabad 500032, Telangana, India.
Contact No +022 46170911
Email Id compliance.corp@kfintech.com
Website ech.com kfint www.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31st March 2026, the Company has one subsidiary:

Name of Subsidiary Group Country of Incorporation Percentage Holding As at March 31, 2025
Mahamaya Lifesciences FZE United Arab Emirates 100%

Total capital contribution to be made in Mahamaya Lifesciences FZE, is AED 150,000/- out of which, the Company has remitted AED 10,000 in 2018 & AED 15,000 in 2019 and is planning to remit the balance in FY 26-27 and complete the investment.

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed Form AOC-1 is attached herewith as Annexure-F .

Further, the Company does not have Joint Venture or Associate Company.

SHARE CAPITAL

Authorised Share Capital

As on March 31, 2026, the authorized share capital of the Company stood at Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lacs only) Equity Shares of Rs. 10/- (Rupee Ten only).

Paid up Share Capital

During the financial year under review, the Paid-up Share Capital of the Company increased from Rs. 17,76,62,000/- (Rupees Seventeen Crores Seventy-Six Lacs Sixty-two Thousand only) to Rs. 23,40,50,000/- (Rupees Twenty-three Crores forty lacs and fifty thousand only) divided into 2,34,05,000 (Two Crores Thirty Four Lakhs and Five Thousand only) Equity Shares of Rs. 10/- through fresh issue of equity shares in Initial public offer.

ALTERATION OF MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION

During the year under review, your Company has not altered its Memorandum of Association and Article of Association.

REGISTERED OFFICE OF COMPANY

During the year under review, there is no change in the registered office of your company

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

LISTING OF SHARES

During the financial year under review, the Company successfully completed its Initial Public Offer ( IPO ) through the Book Building Process and listed its Equity Shares on the SME Platform of BSE Limited. The IPO comprised a Fresh Issue of 56,38,800 Equity Shares aggregating to Rs.64.28 Crore and an Offer for Sale of 5,40,000 Equity Shares by the Promoter Selling Shareholders aggregating to Rs.6.16 Crore, taking the total Issue Size to 61,78,800 Equity Shares aggregating to Rs.70.44 Crore. The Equity Shares were issued at an Issue Price of 114 per Equity Share (including a premium of Rs.104 per Equity Share). The IPO opened for subscription on November 11, 2025, and closed on November 13, 2025. The Basis of Allotment was finalized on November 14, 2025, the Equity Shares were allotted on the same date, and the Companys Equity Shares were listed and admitted to trading on the SME Platform of BSE Limited with effect from November 18, 2025. The Company s Equity Shares are listed under BSE Scrip Code: 544466, Symbol: MAHAMAYA, and ISIN: INE0U9D01019. KFin Technologies Limited acted as the Registrar to the Issue.

The proceeds from the Fresh Issue are being utilised for the purposes stated in the Prospectus, including funding of working capital requirements, capital expenditure, repayment/prepayment of certain borrowings, and general corporate purposes. The proceeds received from the Offer for Sale were paid directly to the respective Selling Shareholders, and the Company did not receive any part of such proceeds. During the financial year under review, there was no deviation or variation in the utilisation of the proceeds raised through the Fresh Issue from the objects stated in the Prospectus, and the utilisation of funds is in compliance with the applicable provisions of the Companies Act, 2013 and the applicable SEBI regulations. However, Board approval was sought for extension of timeline for utilisation of Proceeds. The details of extension sought is as follows: The Company received the IPO Net Proceeds in November 2025, leaving a limited execution window during FY 2025 26. Based on a technical evaluation and certificate dated March 3, 2026, issued by Independent Chartered Engineer Mr. Kruten H. Patel, the capital expenditure projects aggregating to 3,570.23 Lakhs are being implemented in a phased manner to accommodate multi-stage engineering, civil works, machinery lead times, and technical upgrades. Accordingly, the Board of Directors approved the revised completion timelines: the Warehouse facility (252.54 Lakhs) on or before March 31, 2026; the Expansion of Existing Manufacturing Facilities (375.34 Lakhs) during FY 2026 27; and the New Technical Manufacturing Plant (2,942.35 Lakhs) during FY 2027 28. This timeline extension is covered under the Prospectus disclosures and does not constitute a variation in the objects under Section 27 of the Companies Act, 2013, or SEBI ICDR Regulations. There is no change in the scope, capacity, or allocated amounts, and any incidental cost variations will be met entirely through internal accruals.

Annual Listing Fees for FY 2026-27 have been paid to BSE Limited.

MONITORING AGENCY AND UTILISATION OF IPO PROCEEDS

Pursuant to Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Infomerics Valuation and Rating Limited was appointed as the Monitoring Agency to monitor the utilisation of the proceeds of the Company s Initial Public Offer (IPO).

The Monitoring Agency has submitted its reports for the relevant period to BSE Limited. Based on the Monitoring Agency Reports and the quarterly Statement of Deviation(s)/ Variation(s) placed before the Audit Committee and the Board of Directors, the Company confirms that the IPO proceeds have been utilised for the objects stated in the Prospectus and that there has been no deviation or variation in the utilisation of the IPO proceeds during the financial year under The status of utilisation of the IPO proceeds as on March 31, 2026 is given below:

Particulars Amount (Rs. in Crore)
Gross Proceeds from Fresh Issue 61.96
Amount Utilised 29.17
Balance Unutilised 32.79

The unutilised funds, if any, have been kept in accordance with the provisions of the Prospectus and applicable SEBI Regulations until their utilisation for the approved objects of the Issue.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 and the relevant Accounting Standards (specifically

Accounting Standard 21 (AS 21) on Consolidated Financial Statements ) issued by the Institute of Chartered Accountants of India (ICAI) / notified by the Ministry of Corporate Affairs, the Audited Consolidated Financial Statements are attached and form an integral part of this Annual Report.

BOARD OF DIRECTORS

The composition of the Board is in the compliance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder and other applicable laws.

As on March 31, 2026, the Board of Directors of the Company comprised of 6 Directors, as detailed below:

S. No. Name DIN Designation
1 Mr. Krishnamurthy Ganesan 00270539 Managing Director
2 Mrs. Lalitha Krishnamurthy 00425675 Whole-time Director
3 Mr. Prashant Krishnamurthy 02179512 Director
4 Dr. Charudatta Digambar Mayee 03607287 Independent Director
5 Mr. Sekhar Kavasseri Rajagopalan 03168413 Independent Director
6 Dr. Gopal Krishna Raju 00860886 Independent Director

CHANGES IN DIRECTORSHIPS DURING THE YEAR UNDER REVIEW

During the year under review, there was no change in the Directors of the Company.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company Mr. Prashant Krishnamurthy (DIN: 02179512) Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the Board of Directors comprised a balanced composition of six Directors, including three Independent Directors, one Managing Director, one Whole-time Director, and one Executive Director.

With a strategic focus on strengthening board governance, long-term leadership continuity, and executive stewardship, the Board of Directors, at its meeting held on August 25, 2026, approved appointments, re-appointments, and leadership redesignations, subject to the approval of the members at the ensuing Annual General Meeting:

• Appointment of Independent Director: Appointed Mr. Bhagirath Choudhary (DIN: 03224386) as an Additional Director designated as Non-Executive Independent Director (not liable to retire by rotation) for a first term of three consecutive years with effect from August 25, 2026.

• Re-appointment of Independent Directors: Approved the re-appointment of Dr. Gopal Krishna Raju (DIN: 00860886) and Dr. Charudatta Digambar Mayee (DIN: 03607287) as Independent Directors (not liable to retire by rotation) for a second term of three consecutive years with effect from December 11, 2026.

Leadership Transition & Executive Re-designations:

Re-designated Mr. Krishnamurthy Ganesan (DIN: 00270539) from Managing Director to Chairman & Executive Non-Independent Director (liable to retire by rotation) effective November 01, 2026.

Re-designated Mr. Prashant Krishnamurthy (DIN: 02179512) from Executive Director to Managing Director (not liable to retire by rotation) effective November 01, 2026.

Key Managerial Personnel :

Approved the elevation of Mr. Amarendra Mohapatra as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company, as well as Senior Management Personnel under SEBI (LODR) Regulations, with effect from November 01, 2026, based on the recommendation of the Audit Committee and Nomination and Remuneration Committee.

Approved the appointment of Mr. Kush Mishra as Company Secretary & Compliance Officer, Key Managerial Personnel (KMP) under the Companies Act, 2013, and Senior Management Personnel under SEBI (LODR) Regulations, with effect from August 25, 2026.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on March 31, 2026, the Company has one wholly owned foreign subsidiary, namely Mahamaya Lifesciences (FZE), incorporated in the United Arab Emirates (UAE). The subsidiary primarily facilitates the Company s international market expansion, product registrations, and global distribution of crop protection formulations.

During the financial year under review:

No new subsidiaries, joint ventures, or associate companies were incorporated, acquired, or ceased to exist.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statement of the subsidiary in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and forms an integral part of this Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration under Section 149 and 150 of the Act read with rules made thereunder with respect to their Independence and the confirmation of compliance with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and rules made thereunder. Further, they have confirmed that they have obtained registration with Indian Institute of Corporate Affairs as an Independent Director, and such registration continues to be valid.

Based on the declarations and confirmations received from the Independent Directors, the Board is of the opinion that none of the Independent Directors of the Company are disqualified from being appointed as Independent Directors of the Company.

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 judgment and without any external influence.

Further, in terms of Rule 8(5) of the Companies (Accounts) Rule, 2014, the Board is of the opinion that all Independent Directors of the Company possess requisite integrity, expertise, experience and proficiency.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as mentioned above, no other material changes took place affecting the occurred between the end of the financial year to which this financial statement relate and the date of the report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

At the 23rd Annual General Meeting of the Company held on 25 th September 2025, pursuant to the provision of the Companies Act, 2013 and rules made thereunder, M/s. N Naresh & Co., Chartered Accountants (Firm Registration No.: 0011293S) were appointed as the Statutory Auditors of the Company who shall hold office till the conclusion of the 28 th Annual General Meeting.

The Auditor s report read with the relevant Notes to Accounts are self-explanatory and therefore do not require any further explanation.

During the year under review, the Statutory Auditor has not reported any matter of fraud under Section 143 (12) of the Act, therefore no disclosure is required under Section 134(3) Companies Act.

Internal Auditors

Pursuant to the provisions of the Companies Act, 2013 the Company is required to appoint Internal Auditors for conducting the internal audit of the affairs of the Company. Accordingly, the Company had appointed Internal Auditors i.e. M/s CHANDRAMOULI AND ASSOCIATES LLP, Chartered Accountants for Financial Year 2025-26.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has laid down set of standards, processes and structure which enables to implement Internal Financial controls across the organisation with reference to Financial Statements and that such controls are adequate and operating effectively. During the year under review, no material or serious deviation has been observed for inefficiency or inadequacy of such controls.

A statement indicating development and implementation of a risk management policy for the Company including identification therein of the opinion of the Board may threaten the existence of the Company. The Board affirms that the Company has developed and implemented a comprehensive Risk Management Policy. This policy outlines a structured and proactive approach to identifying, assessing, mitigating, and monitoring various risks that could potentially impact the Company s operations, financial performance, and long-term sustainability.

COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all Board members and senior management personnel which is available on the website of the Company i.e. https://www. mahamayalifesciences.com. The Company has received confirmations from all the Board members and senior management personnel regarding compliance of the Code during the year under review. A declaration signed by the Managing Director in this regard is attached as Annexure E

CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company at https://www.mahamayalifesciences.com. The Policies are reviewed periodically by the Board and updated on the basis of requirement in accordance with revision in compliance guidelines.

THE KEY POLICIES ARE AS FOLLOWS:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3)(e) of the Companies Act, 2013 read with the provisions of Section 178(3) and 178(4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia includes the attributes criteria for determining and independence of Directors.

II. Whistle Blower Policy Vigil Mechanism

Adequate vigil mechanism for Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company s code of conduct is in place and the same have been disclosed on the website of the Company https://www. mahamayalifesciences.com. No complaints under the whistle blower policy were received during the Financial Year 2025-26.

III. Corporate Social Responsibility ( CSR ) Policy

At Mahamaya Lifesciences Limited, the Company believes in inclusive growth and sustainable development, and remains committed to creating a positive impact on society. The CSR initiatives of the Company are guided by its CSR Policy and are in alignment with the provisions of Section 135 of the Companies Act, 2013. During the year under review, the Company has complied with the applicable provisions relating to CSR under the Companies Act, 2013. The Company continues to focus on undertaking meaningful CSR activities in identified areas, with an emphasis on contributing towards social and economic development.

The CSR initiatives of the Company are aimed at creating long-term value for the community and are implemented in accordance with the approved CSR Policy. The Company is also exploring additional avenues to further strengthen its CSR efforts and expand its outreach in the coming years. The Annual Report on CSR activities for the financial year 2025 26, detailing the objectives, implementation, and outcomes of our CSR initiatives, is annexed to this report as Annexure C . The CSR Policy is available on our website and can be accessed at: https://www. mahamayalifesciences.com.

ENVIRONMENT, HEALTH, AND SAFETY (EHS) MEASURES

As a responsible manufacturer of crop protection and plant nutrition formulations, Mahamaya Lifesciences Limited places the highest priority on environmental stewardship, workplace safety, and process integrity across its operations, particularly at its manufacturing unit in Dahej, Gujarat. The Company continuously strives to align its manufacturing practices with applicable environmental and occupational safety benchmarks through proactive risk management and sustainable initiatives:

Pollution Control & Waste Management: The formulation facility operates in adherence to the prescribed consent conditions of the State Pollution Control Board. The Company utilizes modern effluenttreatment processes (ETP), zero-liquid-discharge (ZLD) practices where applicable, and secure containment systems. All hazardous wastes generated during formulation and packaging are segregated, stored in designated containment zones, and handed over to authorized TSDF/re-processing agencies in strict compliance with Hazardous Waste Management Rules.

Air Emission Controls & Process Safety: The manufacturing facility is equipped with dedicated scrubbers, dust extraction systems, and multi-stage bag filters to ensure process emissions and ambient air quality remain well within permissible statutory limits. Regular stack monitoring and workplace air quality assessments are conducted through accredited environmental laboratories.

Workplace Safety & Hazard Control: The Company enforces Standard Operating Procedures (SOPs) for the safe handling, storage, and processing of agrochemical intermediates and finished formulations. All operational zones are provided with mandatory Personal Protective Equipment (PPE), eye-wash stations, safety showers, and automated fire detection and suppression systems.

Training, Emergency Preparedness & Safety Audits:

Comprehensive safety training is imparted to permanent and contractual personnel, covering emergency evacuation drills, safe chemical handling, and first-aid response. Periodic internal safety inspections, hazchem risk assessments, and environmental audits are conducted to identify and eliminate potential operational hazards.

Employee Health Monitoring: Routine pre-employment and annual medical check-ups, including targeted occupational health screenings, are organized for all operational employees working in formulation and packaging areas to safeguard long-term health and well-being.

Eco-friendly Formulation Innovations: The Company continues to direct its formulation development towards safer, water-based, and biological/biostimulant solutions, reducing dependence on volatile organic solvents and minimizing the overall environmental footprint across the product life cycle

Secretarial Auditors & their Report

The Company had appointed M/s HPN & Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report received from M/s HPN & Associates for the Financial Year ended March 31, 2026 is annexed herewith as Annexure D to this Report. The Secretarial Auditor s report is self-explanatory and therefore do not require further explanation. A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s HPN & Associates, Company Secretaries, Secretarial Auditors.

Maintenance of Cost Records

Your Company is required to maintain cost records as Act, 2013, specified and accordingly, such accounts and records are made and maintained in the prescribed manner.

As per provision of the Companies Act, on recommendation of the Audit committee, your directors have appointed M/s. Yogesh Gupta & Associates, Cost Accountants (having Firm s Registration No. 00373) to conduct the audit of the Cost Accounts of the Company.

A Resolution seeking ratification of remuneration payable to M/s. Yogesh Gupta & Associates, Cost Accountants, for the Financial Year 2026-27 is included in the Notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) is presented in a separate section, forming an integral part of this Annual Report. Certain statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) are not applicable to the Company being listed on the SME Platform of BSE Limited. Notwithstanding the regulatory exemption, the Company firmly believes that robust corporate governance is fundamental to sustainable value creation, stakeholder trust, and operational integrity. Accordingly, the Company remains dedicated to upholding the highest standards of transparency, accountability, and ethical business conduct. The Board of Directors proactively adheres to sound governance practices, comprising an optimal mix of executive and independent directors, actively functioning committees, comprehensive internal financial controls, and timely, transparent disclosures to safeguard and enhance the interests of all stakeholders. As a voluntary best practice and commitment toward transparent disclosures, a detailed report on Corporate Governance is annexed herewith as Annexure-B and forms an integral part of this Board s Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return for the year ended March 31, 2026 is available on the Company s website and can be accessed at www.mahamayalifesciences.com.

Further, the Company shall upload the Certified Annual Return on the website of the company after filing of same with Registrar of Companies in due course.

MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors of the Company met 15 times and were duly attended by the Directors. The interval between any two meetings did not exceed 120 days as per the provisions of Companies Act, 2013.

(Q1) April June (Q2) July September (Q3) October December (Q4) January - March
04-April -25 26-Jul-25 03-Oct-25 17-Feb-26
09-May-25 29-Aug-25 08-Oct-25 -
14-June-25 - 28-Oct-25 -
- - 28-Oct-25 -
- - 06-Nov-25 -
- - 10-Nov-25 -
- - 14-Nov-25 -
- - 14-Nov-25 -
- - 02-Dec-25 -
S. No Name of the Director Attendance
1 Mr. Krishnamurthy Ganesan 15/15
2 Mrs. Lalitha Krishnamurthy 15/15
3 Mr. Prashant Krishnamurthy 15/15
4 Dr. Charudatta Digambar Mayee 15/15
5 Mr. Sekhar Kavasseri Rajagopalan 14/15
6 Dr. Gopal Krishna Raju 15/15

COMMITTEES OF THE BOARD

During the period under review, your Company had the following committees:

Audit Committee

The Board of Directors of your Company has duly constituted Audit Committee in accordance with Section 177 of the Act. During the year under review, all the recommendations made by the Audit Committee were accepted by your Board.

The constitution of the Audit Committee is as follows:

S. No Name of the Member Designation Position in Committee
1 Dr. Gopal Krishna Raju Director (Independent & Non-Executive) Chairman & Member
2 Dr. Charudatta Digambar Mayee Director (Independent & Non-Executive) Member
3 Mr. Krishnamurthy Ganesan Managing Director Member

During the year under review, the company has compiled in conducting the meeting as per terms of reference of Audit committee. The complete details regarding the number of meetings held, dates of the meetings, and member attendance are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Nomination and Remuneration Committee

The Board of Directors of your Company has duly constituted Nomination and Remuneration Committee (NRC) in accordance with Section 178 of the Act.

During the year under review, all the recommendations made by the NRC were accepted by your Board.

The constitution of the NRC is as follows:

S. No Name of the Member Designation Position in Committee
1 Dr. Charudatta Digambar Mayee Director (Independent & Non-Executive) Chairman & Member
2 Dr. Gopal Krishna Raju Director (Independent & Non-Executive) Member
3 Sekhar Kavasseri Rajagopalan Director (Independent & Non-Executive Member

During the year under review, the company has compiled in conducting the meeting as per terms of reference of Nomination and Remuneration committee (NRC).

The complete details regarding the number of meetings held, dates of the meetings, and member attendance are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has Nomination and Remuneration policy in place relating to the appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act. The aforesaid policy is uploaded on the website of the Company at www.mahamayalifesciences. com.

The Remuneration Policy of the Company reflects the remuneration philosophy and principles of the Company and considers the pay and employment conditions with peers/competitive market to ensure that pay structures are appropriately aligned. Ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources.

Ensure a balance between rewarding personnel of the Company in relation to short and long-term performance of the Company.

Corporate Social Responsibility Committee

The Board of Directors of your Company has duly constituted Corporate Social Responsibility (CSR) Committee in terms of the Section 135 of the Act.

The constitution of CSR Committee is as follows:

S. No Name of the Member Designation Position in Committee
1. Mr. Krishnamurthy Ganesan Managing Director Chairman & Member
2. Mr. Sekhar Kavasseri Rajagopalan Director (Independent & Non-Executive) Member
3 Mrs. Lalitha Krishnamurthy Whole Time Director Member

During the year under review, the company has compiled in conducting the meeting as per terms of reference of Corporate Social Responsibility committee.

The complete details regarding the number of meetings held, dates of the meetings, and member attendance are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

The Board of Directors of your Company has duly constituted Stakeholder s Relationship Committee (SRC) in terms of the Section 178 of the Act.

The constitution of the SRC is as follows

S. No Name of the Member Designation Position in Committee
1 Dr. Gopal Krishna Raju Director (Independent & Non-Executive) Chairman & Member
2 Prashant Krishnamurthy Executive Director & CFO Member
3 Lalitha Krishnamurthy Whole Time Director Member

ANNUAL EVALUATION OF BOARD

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee of the Company. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors of the Company. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Code for Prevention of Insider Trading

The Company has adopted a Code of Conduct ( Code ) to regulate, monitor and report trading in Company s shares by Company s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company s shares and sharing Unpublished Price Sensitive Information ( UPSI ). The Code covers Company s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on the Company s website https://mahamayalifesciences.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of the Company https://mahamayalifesciences.com.

During the year under review, the Company has not received any complaint under the whistle blower policy.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficientconduct of its business, including adherence to the Companys policies, systems, protocols and plan implementation for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a structured Risk Management Framework designed to identify, assess, and mitigate risks appropriately. The Board oversees the implementation and monitoring of the risk management plan for the Company. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals are also being obtained for related party transactions which are long-term in nature and are being placed for noting by Audit Committee in compliance of requirements of SEBI Listing Regulations. All transactions with related parties entered into during the year under review were at arm s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Company s Policy on Related Party Transactions.

Particulars of contracts, arrangements, or transactions entered into by the Company during FY26 falling under the scope of Section 188(1) of the Act are provided in the prescribed Form AOC-2 , attached herewith as Annexure G to this report.

The Policy on Related Party Transactions is available on with Section 177 of the Act, to the Company s website and can be assessed using the link: https:// www.mahamayalifesciences.com.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of guarantee and investments made are given in Notes to the Standalone Financial Statements, respectively, forming an integral part of the Integrated Annual Report. During Financial Year 2025-26, the Company has not given any loan pursuant to Section 186 of the Act.

INSOLVENCY AND BANKRUPTCY CODE, 2016/ ONETIME SETTLEMENT

During the year under review, the Company has nothing to report in terms of Clause (xi) and (xii) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014. During the year under review, the Company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Similarly, the Company has not made any one-time settlement with banks or financial institutions during the period under review.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are detailed below:

A. Conservation of Energy

• Steps taken or impact on conservation of energy:

The Company continues to prioritize energy efficiency across its formulation facility at Dahej, Gujarat, by integrating energy-efficient LED installing variable frequency drives (VFDs) on high-load motors and agitators, optimizing boiler and chiller operational cycles, and implementing automated temperature-control mechanisms to minimize baseline power consumption.

• Steps taken by the Company for utilizing alternate sources of energy: The Company is evaluating the installation of rooftop solar photovoltaic systems at its manufacturing premises and actively explores procurement options for green power/open-access renewable energy to progressively reduce dependency on conventional grid power.

• Capital investment on energy conservation equipment: Capital expenditure incurred during the year was directed towards retrofitting process equipment with energy-efficient alternatives, process automation, and upgrading electrical distribution systems to curb transmission and operational losses.

B. Technology Absorption, Adaptation, and Innovation

Would you like me to continue extracting text from the sections following Technology Absorption, or do you need help summarizing these operational updates ?

• Efforts made towards technology absorption:

The Company has focused on advancing in-house R&D capabilities for developing eco-friendly crop protection formulations, high-margin biostimulants, and novel combination chemistries. Process optimization studies were conducted to enhance active ingredient stabilization, reduce batch cycle times, and minimize process waste. efficacy, Benefits improved chemical recovery and yield, shortened delivery turnaround times, and reduced environmental footprint through low-solvent and water-based formulations.

• Imported Technology: The Company has not imported any standalone technology during the under review. All process improvements, recipe standardizations, and formulation enhancements are carried out through internal research, technical collaborations, and indigenous engineering efforts.

• Expenditure incurred on Research and Development

(R&D): The Company continuously incurs revenue and capital expenditure on technical development, quality assurance, analytical instrumentation, and registration data generation to sustain product compliance across domestic and overseas jurisdictions.

C. Foreign Exchange Earnings and Outgo : Detailed line-item disclosures and breakdown of foreign currency transactions are provided in Note No. 35, Note No. 36 and Note No. 37 of the Notes forming part of the Standalone lighting systems, Financial Statements.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-A . Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

There was no such significant by the regulators/courts/tribunals during the financial year under review. However, your Company was converted from Private Limited Company to Public Limited Company during the

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

To foster a positive workplace environment, free from harassment of any nature the Company has constituted an Internal Complaints Committee (ICC) to consider and address the sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has in place an Anti-Sexual Harassment Policy in line with requirements of the said Act. The following is a summary of sexual harassment complaints received and disposed-off during the financial year 2025-26:

PARTICULARS DETAILS STATUS
No. of complaints filed during the financial year None NA
No. of complaints pending as on end of the financial year None NA
No. of cases pending for more than ninety days None NA

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement for the year under review, that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 at the end of the financial year and of the profit of the Company for that year;

c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)

The Company has complied with the applicable Secretarial Standards issued by ICSI.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events of these nature during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme

Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company s operation in future.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).

Revision of financial statements and Directors Report of the Company.

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/ Ministry of Corporate Affairs/Statutory Authorities.

Neither the Managing Director nor the Whole-time Directors of the Company, receives any commission from any of its subsidiaries.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimising the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the Customers, Shareholders, Investors, Suppliers/vendors, Bankers, various Ministries, Government authorities, business partners/associates and consultants/advisors for their continued support, encouragement and co-operation extended to the Company. Your Director s also wish to place on record their deep appreciation for the commitment and dedication of the employees at all levels that have contributed to the growth of the Company.

For and on Behalf of the Board of Directors of

Mahamaya Lifesciences Limited

Krishnamurthy Ganesan Prashant Krishnamurthy
Managing Director Director
DIN: 00270539 DIN: 02179512
Place: Gurugram
Date: August 25, 2026

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