Mahamaya Lifesciences Ltd Directors Report

During the year under review, Standalone revenue is Rs. 26,414.86 lacs as compared to Rs. 16,157.09 lacs in the prior year. Profit before Tax reported to Rs. 1,726.41 lacs as compared to profit of Rs. 752.22 lacs in the prior year. Standalone EBITDA for the year under review increased by 76.31% from Rs. 2586.69 lacs in the prior year to Rs. 1467.12 lacs primarily due to increase in sales. The Companys Standalone Profit for the year ended 31^st March 2025 is Rs. 1282.06 lacs as against Standalone Profit of Rs. 547.01 lacs for the prior financial year.

Consolidated revenue has also increased from Rs. 16,157.09 lacs to Rs. 26,414.86 Lacs. Your Company has posted Consolidated profit before Tax of Rs. 1725.20 lacs in the current financial year as against Consolidated profit before Tax of Rs. 742.81 lacs in the prior financial year. The Companys Consolidated profit for the year ended 31^st March 2025 is Rs. 1281.16 lacs as against Consolidated Profit of Rs. 537.60 lacs in the prior financial year.

PERFORMANCE OF COMPANY AND FUTURE OUTLOOK

The Company has recorded strong growth in demand for its flagship products, Glufosinate Ammonium 13.5% SL and Emamectin 5% SG, driven by their superior quality and consistent performance. In addition to the continued trust of its existing customer base, several reputed clients such as Atul Limited, IFFCO-MC, and DCM Shriram, have commenced buying products from the Company, further strengthening its market position. In line with its strategy of innovation and value creation, the Company has initiated Research & Development activities focused on developing new formulations and enhancing process efficiency for the synthesis of active ingredients. These initiatives are expected to enhance operational efficiency, broaden the product portfolio, and strengthen long-term competitiveness. Additionally, the Company is actively pursuing export opportunities and working towards obtaining more product registrations in new international markets, with a special focus on the

Middle East and Africa.

CONSOLIDATED FINANCIAL STATEMENTS

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

TRANSFER TO RESERVE

Considering the financial position, no amount was transferred to the General Reserves for the year under review.

DIVIDEND

Considering the financial position of your company, your directors are constrained not to recommend any dividend for FY 2024-25.

STATE OF COMPANYS AFFAIRS

During the year under review, the Company was converted from a Private Limited Company into a Public Limited Company. Consequently, the Company received a fresh Certificate of Incorporation bearing CIN: U24233DL2002PLC115261, reflecting the change of name to Mahamaya Lifesciences Limited, from the Registrar of Companies, Delhi, on November 19, 2024.

Further, the Company filed its Draft Red Herring Prospectus (DRHP) with the Bombay Stock Exchange (BSE) in connection with the proposed listing of its Equity Shares and is pleased to inform that it has received the in-principle approval from BSE on August 7, 2025.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31^st March 2025, the Company has one subsidiary:

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 25-26 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-A”.

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

SHARE CAPITAL

Authorised Share Capital

As on March 31, 2025, 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).

During the year under review, the authorized share capital of the Company increased from Rs. 2,00,00,000 (Rupees Two Crores only) to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) on 20^th July 2024.

Paid up Share Capital

As on March 31, 2025, the Paid-up Share Capital of the Company stood at Rs. 17,76,62,000/- (Rupees Seventeen Crores Seventy-Six Lacs Sixty-two Thousand only) divided into 1,77,66,200 (One Crore Seventy-seven Lacs Sixty-six Thousand and Two Hundred only) Equity Shares of Rs. 10/- (Rupee Ten only).

During the year under review, the following changes occurred in the Paid-up Share Capital of the Company:

1. the Company has issued 2,19,450 equity shares of Rs. 10/- (Rupees Ten only) on 17^th July 2024 on right issue basis, and

2. the Company has issued 1,46,82,000 bonus shares of Rs. 10/- (Rupees Ten only) on 24^th July 2024 to the existing shareholder, and

3. the company has issued 16,16,000 equity shares of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 74/- (Rupees Seventy-Four only) by way of private placement on 11^th September 2024.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, your Company has altered its Memorandum of Association (“MOA”) twice. Firstly, to bring in the amendments related to Capital Clause with effect from 20^th July 2024, secondly, the entire set of MOA was replaced with new set of MOA in line with Companies Act, 2013 pursuant to shareholders approval for conversion of Private Limited Company to Public Limited Company with effect from 29^th October 2024.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, your Company had altered its Articles of Association (AOA) and the entire set of AOA was replaced with new set of AOA in line with Companies Act, 2013 pursuant to shareholders approval for conversion of Private Limited Company to Public Limited Company with effect from 29^th October 2024.

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.

ADHERENCE TO SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your directors state that applicable Secretarial Standards, i.e. Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings of Shareholders issued by the Institute of Company Secretaries of India have been duly followed by the Company.

BORAD 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, 2025, the Board of Directors of the Company comprised of 6 Directors, as detailed below:

CHANGES IN DIRECTORSHIPS DURING THE YEAR UNDER REVIEW

During the year under review, the following changes have taken place in the composition of the Board of Directors of the Company:

a) Mrs. Lalitha Krishnamurthy (DIN: 00425675) was re-designated as the Whole-time Director of the Company w.e.f. 7^th June 2024.

b) Mr. Prashant Krishnamurthy (DIN: 02179512) was re-designated as Executive Director of the Company w.e.f. 7^th June 2024.

c) Dr. Charudatta Digambar Mayee (DIN: 03607287), Mr. Sekhar Kavasseri Rajagopalan (DIN: 03168413) and Dr. Gopal Krishna Raju (DIN: 00860886) were appointed as Additional Director (Independent Director) of the Company w.e.f. 11^th December 2024. Later, in the Extra-ordinary General Meeting held on 27^th December 2024, the members of the Company have ratified their appointment as the Independent Directors.

Except as stated above, there was no change in the Directors of the Company during the year under review.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In terms of Articles of Association of the Company and provisions of the Act,

a) Mr. Prashant Krishnamurthy (DIN: 02179512) is liable to retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment.

The Board of Directors recommend his re-appointment for consideration by the shareholders of the Company at the ensuing AGM.

CHANGES IN DIRECTORSHIPS POST CLOSURE OF THE YEAR UNDER REVIEW

There is no change in the composition of the Board of Directors of the Company after the closure of the Financial Year 2024-25.

OTHER KEY MANAGERIAL PERSONNEL

During the year under review, following changes have taken place amongst Other Key Managerial Personnel:

a) Mr. Prashant Krishnamurthy (PAN: ASFPK0640M) was appointed as the Chief Financial Officer of the Company w.e.f. 7^th June 2024.

b) Ms. Shilpi Bhardwaj was appointed as the Company Secretary and Compliance officer of the Company w.e.f. 11^th November 2024.

Further, except as stated above, there was no change in the Key Managerial Personnel of the Company during the year under review.

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.

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 financial position of the Company 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

M/s. N Naresh & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company on 29^th October 2024, to fill the casual vacancy caused due to resignation of M/s CHANDRAMOULI AND ASSOCIATES LLP (firm Registration No. 014844S/ S000068), Chartered Accountants on 7^th October 2024, for the financial year 2024-25, till the conclusion of ensuing Annual General Meeting of the Company to be held in a year 2025.

M/s N Naresh & Co., Chartered Accountants (Firm Registration No.: 0011293S) are proposed to be re-appointed as Statutory Auditors for the period of 5 years till the conclusion of the 28^th Annual General Meeting of the Company will be held in the year 2030.

Auditors report

The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

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.

The Notes to Accounts referred to in the Auditors Report are self-explanatory.

Internal Auditors

Your Company has, pursuant to the provisions of Section 138 of the Companies Act 2013 and rules made thereunder, appointed M/s CHANDRAMOULI AND ASSOCIATES LLP, Chartered Accounts, as the Internal Auditors for Financial Year 2024-25 in the Board meeting held on 10^th October 2024.

Secretarial Auditors & their Report

The provisions related to appointment of Secretarial Auditors as per the provisions of Section 204 of the Companies Act 2013 are not applicable on your company for FY 2024-25.

Maintenance of Cost Records

Your Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, 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 Firms 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 2025-26 is included in the Notice convening the Annual General Meeting.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct 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 in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risk identified by the business and functions are systematically addressed through mitigating actions on continuous basis. The company does not have any Risk Management Policy as the elements of risk threatening the Companys Existence are very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITITATIVES

Your Company has developed and implemented the Corporate Social Responsibility Policy in line with Section 135 of the Companies Act, 2013 read with rules made thereunder and Schedule VII of the Companies Act, 2013.

As per the policy, following are the focus areas:

1. Promotion of Education and Vocational Skills 2. Social Welfare 3. Empowerment of Women 4. Sanitation and Health Care 5. Conservation of Environment 6. Rural Development Projects

7. Disaster Relief

8. Conservation of National Heritage, Art, Culture and other related activities

Annual Report on the CSR initiatives undertaken by the Company is enclosed herewith as

Annexure-B.

The CSR policy is uploaded on the website of the Company www.mahamayalifesciences.com.

DEPOSITS

Since the company did not accept any deposits, therefore Rule 5(vi) of rule 8 of Companies (Accounts) Rules, does not apply.

PARTICULARS OF LOANS, GUARANTEES 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 2024-25, the Company has not given any loan pursuant to Section 186 of the Act.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review, your Company has not transferred any unclaimed/unpaid amount to the Investor Education and Protection Fund (IEPF).

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at www.mahamayalifesciences.com.

MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors of the Company met 14 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.

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:

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

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:

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

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:

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

Stakeholders Relationship Committee

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

The constitution of the SRC is as follows:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, the contract or arrangement entered with related parties as defined under the provision of 188 (1) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 was at arm length basis. The details of such transactions in Form AOC-2 are annexed herewith and marked as Annexure-C to this Report.

All related party transactions were placed before the Audit Committee and also the Board for their approval. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the Companys website at www.mahamayalifesciences.com.

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.

DISCLOSURE OF VIGIL MECHANISM

The concept of vigil mechanism is not applicable to your company.

ANNUAL EVALUATION OF BOARD

The Company being an unlisted Public Company and paid up Capital is less than Rs. 25 Crore, therefore provisions of Section 134 (3) (p) of the Companies Act, 2013 relating to annual evaluation of Board are not applicable to your Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016/ ONE-TIME 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

The particulars as prescribed under the provisions of the Companies Act, 2013 read with Rules framed there under, are set out herein below:

CONSERVATION OF ENERGY

Though the Company does not have energy intensive operation, every endeavour has been made to ensure the optimal usage of energy, avoid wastage and conserve energy. The Company constantly evaluates new technologies and makes appropriate investments to be energy efficient.

During the year under review, the Company adopted various energy conservation options / technologies and took measures to reduce energy consumption by using energy efficient equipment and devices, replacing existing CFL fittings with LEDs fittings to reduce power consumption, timely preventive maintenance of all major and minor equipment.

TECHNOLOGY ABSORPTION

The Company is regularly making efforts towards technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars regarding total foreign exchange earnings and outgo by the company during the period under review are as under: (Rs.in “lakhs”)

PARTICULARS OF EMPLOYEES

Since the Company is unlisted public Company for the year under review, the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are not applicable to your Company.

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 and material order passed 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 financial year under review.

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 2024-25:

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.

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 Directors 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.