Your Directors are pleased to share with you the 23^rd Directors' Report of your Company
along with the Audited Standalone and Consolidated Financial Statements for the financial
year ended March 31, 2025 ("Year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of financial performance of your Company for the Financial Year 2024-25 are
given below:

Amount (Rs. In Lacs)

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 Company's 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 Company's 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 COMPANY'S 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 director’s 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 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 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 Company's 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 Company’s
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. mahamay alifes ciences.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 Company's
website and can be accessed at www.mahamayalifesciences.com.

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:

Position in Committee

S.No Name of the Member Designation

1. Mr. Krishnamurthy Ganesan ^{Managing Director} Chairman & Member

2 Mr. Sekhar Kavasseri Director (Independent m b

. Rajagopalan & Non-Executive) ^{em er}_

Whole Time Director

3 Mrs. Lalitha Krishnamurthy Member

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 Stakeholder's 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 Company’s website at www.mahamayalifesciences.com.

COMPANY'S 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.

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:

i 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.

i 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:

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 COMPANY'S 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 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: 29.08.2025