Mother Nutri Foods Ltd Management Discussions

OF OPERATIONS

You should read the following discussion and analysis of financial condition and results of operations together with our financial statements included in this Draft Red Herring Prospectus. The following discussion relates to our Company and is based on our restated financial statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

We are a B2B peanut butter manufacturing Company offering 10+ flavour and 5+ range of peanut butter. we also offer the peanut butter under own brand "Spread & Eat" in countries like Libya and Dubai. Further, we have recently started selling the peanut butter in Japan under our own brand. We also engage in private labelling, manufacturing peanut butter for domestic and international customers, including hypermarkets, supermarkets, and retail chains. Our private label clients are based in countries such as the United Kingdom, Canada, South Africa, Mauritius, Russia, the British Virgin Islands, Spain, the United Arab Emirates, Saudi Arabia, Nepal, Bangladesh, the Philippines, Mexico, Kuwait, Israel, the United States, Oman, Kenya, Germany, and Portugal. Our private labelling services allows our customers to offer peanut butter under their own brand name, while we manage the production, supply and quality control. Our Company offers peanut products, consisting of peanut butter and roasted peanuts of which peanut butter is the major contributor towards the revenue from operations. In the

Financial year 2025, 2024 and 2023, revenue from peanut butter contributed 6,220.06 Lakhs 6,646.61 Lakhs and 7,554.20 Lakhs, respectively representing 68.93%, 82.14% and 99.68% of the revenue from Operations. Our Company offers peanut butter in flavours like chocolate, honey, coconut, cinnamon, pineapple, strawberry, etc of which Chocolate is the major contributor. Further our peanut butter offering range includes natural, creamy, crunchy, less fat, whole nut, high protein and no added sugar & salt.

Our Key Performance Indicators for the last three Fiscals are as follows:

( . in Lakhs except percentages)

Key Performance Indicator	Financial Year	Financial Year	Financial Year
	2025	2024	2023
Revenue from Operations	9,024.31	8,091.60	7,593.96
EBITDA	1,021.55	848.35	291,87
EBITDA Margin (%)	11.32%	10.49%	3.84%
PAT	647.00	477.94	119.98
PAT Margin (%)	7.17%	5.91%	1.58%
ROE (%)	36.64%	59.40%	21.21%
ROCE (%)	20.63%	21.82%	8.28%

Explanation for KPI metrics

KPI	Description
Revenue from	Revenue from operations represents the total turnover of the business as well as provides
Operations	information regarding the year over year growth of our Company
EBITDA	EBITDA provides information regarding the operational efficiency of the business and is
	considered by the management as an important element to monitor business growth in
	absolute term irrespective of the sales mix.
EBITDA	EBITDA Margin is an indicator of the operational profitability and financial performance
Margin (%)	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 in reference to the turnover.
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.

FACTORS AFFECTING OUR RESULT OF OPERATIONS

Except as otherwise stated in this Draft Red Herring Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:

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

? We may not be able to sustain our historical growth rates, and our historical performance may not be indicative of our future growth or financial results.

? Any change in government policies resulting in increase in taxes payable by us.

? We have entered into related party transactions in the past and may continue to do so in the future.

? Our ability to retain our Key Management Personnel and other employees.

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

? Companys ability to successfully implement its growth strategy and expansion plans.

? Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate.

? Conflicts of interest with the promoter group and other related parties.

? Failure to successfully upgrade our product portfolio, from time to time.

? We may face significant competition in our business. An inability to compete effectively may lead to loss of business or reduced operating margins.

? Change in price of raw materials procured by vendors

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financial Statements" beginning on page 154 of this Draft Red Herring Prospectus.

RESULTS OF OUR OPERATIONS:

Particulars	For the year ended March 31, 2025	% of Total Income	For the year ended March 31, 2024	% of Total Income	For the year ended March 31, 2023	% of Total Income
Revenue from Operations	9024.31	99.75	8091.60	99.86	7593.36	99.60
Other Income	23.93	0.26	13.02	0.16	31.90	0.42
Total Income	9,048.24	100.00	8,104.62	100.00	7,625.86	100
Expenditure
Costs of Material Consumed	8,000.95	88.43	6,957.68	85.85	7,575.01	99.33
Change in Inventories	(893.95)	(9.88)	(600.33)	(7.41)	(866.64)	(11.36)
Employee Benefit Expenses	335.40	3.71	331.33	4.09	238.13	3.12
Finance Costs	211.79	2.34	193.84	2.39	109.10	1.43
Depreciation and Amortization Expenses	55.03	0.61	63.56	0.78	69.66	0.91
Other Expenses	560.37	6.19	554.57	6.84	355.60	4.66
Total expenses	8,269.58	91.39	7,500.65	92.55	7,480.86	98.10
Restated profit/(Loss) before Exceptional and Extraordinary Item and Tax	778.66	8.61	603.97	7.45	145.00	1.90
Exceptional Item	-
Restated profit/(Loss) before Extraordinary Item and Tax	778.66	8.61	603.97	7.45	145.00	1.90
Extraordinary Item	-			-	-
Restated profit/(Loss) before Tax	778.66	8.61	603.97	7.45	145.00	1.90
Tax Expenses	-		-
- Current Tax	134.43	1.49	127.09	1.57	26.24	134.43
- Deferred Tax	(2.77)	(0.03)	(1.06)	(0.01)	(1.22)	(2.77)
Total Tax Expense	131.66	1.46	123.03	1.56	25.02	0.33
Restated profit/(Loss) after Tax	647.00	7.15	477.94	5.90	119.98	1.57

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

? Revenue from operations: Our revenue of operation comprises of revenue from sale of products.

? Other income: Other income comprises of duty drawback, foreign Exchange Fluctuations, export exhibition refund and Miscellaneous income.

? Expenses: Our expenses comprises of Cost Raw Material Consumed, Changes In Inventories, Employee Benefit Expenses, Finance Costs, Depreciation and Amortization Expenses and other expenses.

? Costs of material consumed: Costs of material consumed comprises of opening and closing of raw material consumed and packaging material consumed.

? Change in Inventories: Changes in inventories denotes the difference between opening and closing inventories

? Employee benefits expense: The employees benefit expenses included Salaries and wages, Staff welfare expenses, Directors Remuneration, Gratuity Expense, Professional Tax and Provident Fund.

? Finance cost: The finance cost includes Interest Expenses, Other borrowing costs, Bank Charges.

? Depreciation and amortization expense: Depreciation includes Depreciation and Amortization Expenses.

? Other Expenses: Other Expenses mainly includes include Cold Storage Service, Direct expenses, Power and fuel, Professional fees, Repair & Maintenance, Other Business Administrative Expenses, Travelling Expenses, Miscellaneous expenses, Discount, Donation, Freight & Forwarding, Import & Export Expenses, Postage & Courier, Printing & Stationery, Transportation Exp, Stamp Duty, Exhibition Expense, Independent Director Fees.

Financial year 2025 compared with financial year 2024

Total Income

Total income for the financial year 2024-25 was 9,048.24 Lakhs whereas in financial year 2023-24 it was 8,104.62 Lakhs representing an increase of 11.64%. The reason of such increase was due to increase in the turnover from the sale of products and other income namely foreign exchange fluctuations.

Revenue from Operations

During the financial year 2024-25 the net revenue from operation of our Company increased to 9024.31 Lakhs as against 8091.60 Lakhs in the financial year 2023-24 representing an increase of 11.53 % which was due to increase in the sale of products. There was increase in revenue from operations due to increase in orders from current as well as new customers and spends due to increase in exhibition.

Other Income

During the financial year 2024-25 the other income of our Company increased to 23.93 Lakhs as against 13.02 lakhs in the financial year 2023-24 representing an increase of 83.81% which was mainly due to increase in foreign exchange fluctuations.

Cost of material consumed

During the financial year 2024-25 the costs of material consumed increased to 8000.95 lakhs as against 6597.68 lakhs in the financial year 2023-24 representing an increase of 14.99% due to increase in purchase of raw material consumed and packing material consumed.

Change in Inventories

During the financial year 2024-25 the change in inventories of our Company increased to (893.95) Lakhs as against (600.33) lakhs in the financial year 2023-24 representing an increase of 48.91 % which was due to increase in closing inventory of finished goods.

Employee Benefit Expenses

During the financial year 2024-25 the employee benefit expenses of our Company was 335.40 Lakhs and 331.33 lakhs in the financial year 2023-24 representing no change.

Finance Costs

During the financial year 2024-25 the finance cost of our Company increased to 211.79 Lakhs as against 193.84 Lakhs in the financial year 2023-24 representing increase of 9.26 % which was due to increase in interest expenses and bank charges.

Depreciation and Amortization Expenses

During the financial year 2024-25 the depreciation of our company was 55.03 Lakhs as against 63.56 Lakhs during the financial year 2023-24 representing decrease of 13.41% primarily due to decrease in depreciation and amortization expenses.

Other Expenses

During the financial year 2024-25 the other expenses of our company increased to 560.37 Lakhs as against

554.57 Lakhs during the financial year 2023-24. The increase in other expenses was 0.60 % which was due to increase in cold storage services, professional fees, Repair and maintenance, Commission and brokerage, discount, donation, exhibition, Repair and maintenance expense, freight and forwarding expenses.

Restated profit/(loss) before tax

During the financial year 2024-25 the Profit before tax increased to 778.66 Lakhs as against 603.97 Lakhs during the financial year 2023-24. The increase in Profit before tax was around 28.92 %.

Tax Expenses

During the financial year 2024-25 tax expenses of our company increased to 131.66 Lakhs as against 123.03 Lakhs during the financial year 2023-24 due to increase in current tax expenses.

Restated profit/(loss) after tax

As a result of the foregoing factors, our profit after tax for the year increased by 35.37 % from net profit 477.94 lakhs in financial year 2023-24 to net profit of 646.99 Lakhs in financial year 2024-25. The reason for increase in PAT is due to increase in sales which was due to addition of customer and decrease in prices of our primary raw materials i.e. peanuts.

Financial year 2024 compared with financial year 2023

Total Income

Total income for the financial year 2023-24 was 8,104.62 Lakhs whereas in financial year 2022-23 it was 7625.86 Lakhs representing an increase of 6.28 % which was due to increase in the turnover from sale of products.

Revenue from Operations

During the financial year 2023-24 the revenue from operation of our Company increased to 8,091.60 Lakhs as against 7,593.96 Lakhs in the Financial Year 2022-23 representing an increase of 0.07 % due to sale of products. There was increase in revenue from operations due to increase in orders from current as well as new customers and spends due to increase in exhibition.

Other Income

During the financial year 2023-24 the other income decreased to 13.02 lakhs as against 31.90 lakhs in the Financial Year 2022-23 representing decrease of (59.19) % which was primarily due to decrease in foreign exchange fluctuations.

Cost of material consumed

During the financial year 2023-24 the costs of material consumed decreased to 6,957.68 lakhs as against 7,575.01 lakhs in the financial year 2022-23 representing a decrease of 0.08% due to decrease in purchase of raw material consumed and packing material consumed.

Change in Inventories

During the financial year 2023-24 the inventory of our company decreased to (600.33) Lakhs as against (866.64) lakhs in the financial year 2022-23 representing a decrease of 30.73% which was due to increase in opening inventory of finished goods.

Employee Benefit Expenses

During the financial year 2023-24 the employee benefit expenses of our Company increased to 331.33 Lakhs as against 238.13 lakhs in the financial year 2022-23 representing an increase of 39.14 % which was primarily due to increase in salaries & wages.

Finance Costs

During the financial year 2023-24 the finance cost of our Company increased to 193.84 Lakhs as against

109.10 lakhs in the financial year 2022-23 representing increase of 77.67 % which was primarily due to increase in interest expenses and other borrowing costs.

Depreciation and Amortization Expenses

During the financial year 2023-24 the depreciation of our company decreased to 63.56 Lakhs as against 69.66 Lakhs during the financial year 2022-23. representing decrease of 8.76 % primarily due to decrease in depreciation and amortization expenses.

Other Expenses

During the financial year 2023-24 the other expenses of our company increased to 554.5 Lakhs as against

355.60 Lakhs during the financial year 2022-23. The increase in other expenses was around 55.96 % which was mainly due to increase in direct expenses, power and fuel, travelling expenses, Interest on GST, Interest & Penalty, Transportation expenses, Exhibition expenses.

Restated profit/(loss) before tax

During the financial year 2023-24 the Profit before tax increased to 603.97 as against 145.00 Lakhs during the financial year 2022-23. The increase in Profit before tax was around 316.53%.

Tax Expenses

During the financial year 2023-24 tax expenses of our company increased to 123.03 Lakhs as against 25.02 Lakhs during the financial year 2022-23. This was primarily due to increase in current tax expenses.

Restated profit/(loss) after tax

As a result of the foregoing factors, our profit after tax for the year increased by 298.34 % from net profit of 119.98 Lakhs in financial year 2022-23 to net profit 477.94 lakhs in financial year 2023-24. The reason for increase in PAT is due to increase in sales which was due to addition of customer and decrease in prices of our primary raw materials i.e. peanuts.

Cash Flows

(Amount in lakhs)

Particulars	For the year ended March 31
	2025	2024	2023
Net Cash from Operating Activities	(308.86)	(16.18)	(2,079.89)
Net Cash from Investing Activities	(14.43)	(4.29)	(142.75)
Net Cash used in Financing Activities	324.65	12.30	2,232.73

Cash Flows from Operating Activities

Net cash from operating activities for financial year 2024-25 was at (308.86) lakhs as compared to the Profit Before Tax at 778.66 lakhs while for financial year 2023-24 net cash from operating activities was at (16.18) lakhs as compared to the Profit Before Tax at 603.97 lakhs.

Net cash from operating activities for financial year 2023-24 was at (16.18) lakhs as compared to the Profit Before Tax at 603.97 lakhs while for financial year 2022-23 net cash from operating activities was at (2,079.89)lakhs as compared to the Profit Before Tax at 145.00 Lakhs.

Cash Flows from Investment Activities

In the financial year 2024-25, the net cash from investing activities was (14.43) lakhs. This was mainly due to Movement in other non current assets.

In the financial year 2023-24, the net cash from investing activities was (4.29) lakhs. This was on due to purchase of Property, Plant and equipment.

In the financial year 2022-23, the net cash from investing activities was (142.75)lakhs. This was on due to purchase of property plant and equipment and Movement in other non current as)sets.

The details are as under (Year-wise)

(Amount in lakhs)

Particulars	2025	2024	2023
(Purchase)/Sale of Property, Plants and Equipment	(3.51)	(3.97)	(113.04)
Movement in other non current assets	(10.92)	(0.32)	(29.71)

Cash Flows from Financing Activities

In the financial year 2024-25, the net cash from financing activities was 324.65 lakhs. This was on account of proceeds from issue of share capital, Repayment from long term borrowings, Repayment from short term borrowings and Interest and borrowing cost.

In the financial year 2023-24, the net cash from financing activities was 12.30 lakhs. This was on account of proceeds from Repayment from long term borrowings, Proceeds from Short Term Borrowings and Interest and borrowing cost.

In the financial year 2022-23, the net cash from financing activities was 2,232.73 lakhs. This was on account of proceeds from Proceeds from Long Term Borrowings, Proceeds from Short Term Borrowings, Repayment from short term borrowings and Interest and borrowing cost.

The details are as under: (Year-wise)

(Amount in lakhs)

Particulars	2025	2024	2023
Proceeds from issue of share capital	797.94	-	5.00
Proceeds from Long Term Borrowings	-	-	150.70
Repayment of Long Term Borrowings	(66.49)	(66.89)	-
Proceeds from Short Term Borrowings	-	273.02	2,186.13
Repayment from Short Term Borrowings	(195.01)	-	-
Interest and Other Borrowing cost	(211.79)	(193.84)	(109.10)
Net cash flow from financing activities	324.65	12.30	2,232.73

OTHER MATTERS

Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Draft Red Herring Prospectus there are no unusual or infrequent events or transactions in our Company.

Significant economic changes affecting income from continuing operations

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

Known trends or uncertainties impacting sales, revenue, or income

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 27 of the Draft 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.

Future changes in the relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Conditions and Results of Operations" on pages 27, 108 and 194 respectively of this Draft Red Herring Prospectus to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or decrease in raw material prices.

Increases in our revenues are by and large linked to increases in the volume of business.

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

Our business activity primarily falls within a single business segment i.e. Food Processing, as disclosed in "Restated Financial Statements" on page 154 of this Draft Red Herring Prospectus, we do not follow any other segment reporting.

Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter "Our Business", on page 108 of this Draft Red Herring Prospectus our Company has not announced any new product or service.

Seasonality of business

Our business is not subject to seasonality.

Any significant dependence on a single or few suppliers or customers

Our Company is significantly dependent on a few suppliers. For further details, refer to the chapter titled "Risk factors" on page 27 of Draft Red Herring Prospectus.

Competitive Condition

Competition is faced by our company from other existing manufacturers of peanut butter. We engage with our competitors on a regional or product line basis which is unorganized. We believe that the principal factors affecting competition in our business include client relationships, reputation, the abilities of employees, market focus and the relative quality and price of the services and products.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the business activities, except as disclosed below:

Our Company has issued bonus shares which was approved by the Board of the Directors on July 14, 2025 and by shareholder of the Company on August 08, 2025.

The Company has approved the Restated Financial Statements for the financial year ending March 31, 2025, March 31, 2024, and March 31, 2023 in the Board meeting dated September 06, 2025.

The issue has been authorized by our Board of Directors pursuant to a resolution passed at its meeting held on August 14, 2025 and by our Shareholders pursuant to a special resolution passed pursuant to the Companies Act, 2013 at the Annual General meeting held on August 18, 2025 to raise funds by making an Initial Public Offering.

Our Company has approved the Draft Red Herring Prospectus vide resolution in the Board Meeting dated September 07, 2025.

The Company has approved the Financial Statements for the period ended March 31, 2025 on August 14, 2025.