Maharaja & Speedex India Ltd Management Discussions

Business Overview

Maharaja & Speedex India Limited (the "Company") is a drinkware manufacturing and distribution company focused on stainless-steel bottles and allied drinkware products, catering to both retail consumers and institutional customers across India. The Company is engaged in the manufacturing, branding, marketing and distribution of stainless-steel bottles and value-added drinkware products, with a diversified portfolio designed to address evolving consumer preferences for durable, hygienic and reusable drinkware solutions.

The Companys product portfolio includes stainless steel bottles, vacuum insulated bottles, tumblers, shakers, feeding bottles and other drinkware products. These products are offered across multiple price points and consumer segments including mass, premium and lifestyle categories, enabling the Company to cater to a broad customer

base. Over the past few years, the Company has expanded its product mix to include value-added and specialized drinkware products, reflecting growing consumer awareness around health, sustainability and the shift from plastic- based products to stainless-steel alternatives.

Factors affecting our results of operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" on page 21. Our results of operations and financial conditions are affected by numerous factors including the following:

1. We source a significant portion of our raw material requirements from a limited number of suppliers, and any disruption in supply or deterioration of our relationship with such supplier(s) could have a material adverse effect on our business, results of operations and financial condition.

2. We are dependent on and derive a substantial portion of our revenue from certain key customers. Loss of relationship with any of these customers or delays or reductions in their orders may have an adverse effect on our business, results of operations, financial condition and cash flows.

3. We are dependent on our distribution network in India to sell and distribute our products and any disruption in our distribution network could have an adverse effect on our business, results of operations, financial condition and cash flows.

4. Manufacturing products for third parties under OEM and private-label arrangements may create potential channel conflicts and competitive overlap with our branded products, which could adversely affect our brand positioning and growth strategy.

5. Our revenue is concentrated in certain states, and any adverse developments in these regions could materially affect our business.

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 Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information included in this Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for the Financial years ended March 31, 2026, 2025 and 2024 is set out below:

**Above revenue includes sale from feeding bottles, gym shakers and Tumblers.

Notes:

8. Days Working Capital is arrived at by dividing working capital (current assets excluding cash and bank balances less current liabilities excluding short term borrowings) by revenue from operations multiplied by the number of days in the fiscal (365).

Statement of Significant Accounting Policies

1.1 Basis of preparation of financial statements

The restated summary statement of assets and liabilities of the Company as at, March 31, 2026 , March 31, 2025 and March 31, 2024 and the related restated summary statement of profits and loss and cash flows for the, March 31, 2026 , March 31, 2025 and March 31, 2024 (herein collectively referred to as ("Restated Summary Statements") have been compiled by the management from the audited Financial Statements of the Company for, March 31, 2026 , March 31, 2025 and March 31, 2024 approved by the Board of Directors of the Company. Restated Summary Statements have been prepared to comply in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations") issued by SEBI and Guidance note on Reports in Companies Prospectuses (Revised 2019) ("Guidance Note"). Restated Summary Statements have been prepared specifically for inclusion in the offer document to be filed by the Company with the BSE in connection with its proposed SME IPO. The Companys management has recast the Financial Statements in the form required by Schedule III of the Companies Act, 2013 for the purpose of restated Summary Statements.

These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India under the historical cost convention on accrual basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 133 of the Companies Act, 2013 (‘the Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified).

All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.

These financial statements have been "rounded off" to the nearest lacs, considering on the basis of "total Income" criteria.

Basis for Consolidation of Subsidiary Companies

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are entities over which the Company has control in accordance with applicable accounting standards.

During the year, the Company acquired Dewdrop Bottles Private Limited and Speedex Online Private Limited (formerly known as Gulika Apparel Private Limited) pursuant to Share Purchase Agreements dated January 27, 2025 and February 4, 2025, respectively.

The acquisitions were based on valuations as of March 31, 2024 and, in substance, control over these entities was obtained effective April 1, 2024. Accordingly, the financial statements of these entities have been consolidated on a line-by-line basis for the full financial year ended March 31, 2025.

For disclosure purposes, the profit or loss of these subsidiaries has been apportioned between pre-acquisition and post-acquisition periods based on the respective dates of acquisition.

1.2 Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates. Any revision to the accounting estimates is recognized prospectively in the current and future periods.

1.3 Property, Plant & Equipment

A. Tangible Assets:

Property, Plant & Equipment are stated at acquisition cost and attributable expenses till put to use, net of accumulated depreciation and accumulated impairment losses, if any.

B. Intangible Assets:

Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any.

C. Depreciation

Depreciation on fixed assets has been provided as per the rates specified in Part C of schedule II to the Companies Act, 2013.

1.4 Borrowing Costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in Statement of Profit and Loss in the period in which they are incurred.

1.5 Inventories

Inventories are stated at lower of cost and net realizable value. Cost is determined using the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

1.6 Employee Benefits

(i) Short Term Employee Benefits:

All employee benefits payable wholly within twelve months from the reporting date are classified as short-term employee benefits. Short term employee benefits, including accumulated compensated absences, at the balance sheet date, are recognized as an expense as per the Companys scheme based on expected obligations on undiscounted basis.

(ii) Long Term Employee Benefits

The obligation for long term employee benefits is provided on the basis of valuation done by Companys own Policy as at the Balance Sheet date.

A. Defined Contribution Plans:-

The state government provident fund scheme and employee state insurance scheme are defined contribution plans. The contribution paid/payable under the scheme is charged to

Profit and loss during the period in which the employee renders the related service.

B. Defined Benefit Obligations:-

Gratuity is a defined benefit obligation. The present value of obligation under such defined benefit obligations is determined based on company own policy i.e. on Accrual and undiscounted basis as at the balance sheet date.

The company being a level-1 entity has followed policy in this regard which is not in consonance with the requirement of AS-15. As per AS-15, all long term defined benefit obligations should be recognized in the books by applying projected unit credit method.

1.7 Revenue Recognition Sale of goods

Sales are recognized when the substantial risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract and are recognized net of rebates, sales taxes and excise duties.

Other Income

Interest

Interest Income on fixed deposit is recognized on time proportion basis.

Other

Other items of revenue are recognized in accordance with the Accounting Standards (AS-9) issued by the Institute of Chartered Accountants of India. Accordingly, wherever there is uncertainty in the ascertainment/realization of income, the same is not accounted for.

1.8 Foreign currency Transaction Initial Recognition

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent Recognition

As at the reporting date, foreign currency non-monetary items are reported using historical cost denominated in a foreign currency reported using the exchange rate at the date of the transaction. All non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting period.

A monetary asset or liability is termed as a long-term foreign currency monetary item, if the asset or liability is expressed in a foreign currency and has a term of 12 months or more at the date of origination of the asset or liability. The exchange fluctuations arising from translation of Long term foreign currency monetary item related to fixed assets has been accounted for as per Para-46A of AS-11. The exchange fluctuations from other long term foreign currency monetary item will be transferred to foreign currency monetary item translation difference account.

Exchange differences on restatement of short term foreign currency monetary items are transferred to the Statement of Profit and Loss.

1.9 Taxes on Income

Provision for current tax is determined on the income for the year chargeable to tax as per the provisions of Income Tax Act, 1961.

Provision for deferred tax is recognized on timing differences arising between the taxable incomes and accounting income for the year and quantified using the tax rates and law enacted or substantially enacted as on the Balance Sheet Date.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realize such losses. Other Deferred tax assets are recognized, if there is reasonable certainty that there will be sufficient future taxable income available to realize such assets.

1.10 Provisions and Contingent Liabilities

Provisions

Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a substantial degree of the estimation of the amount of the obligation.

Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

1.11 Earnings Per Share (EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Companys earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, which have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

1.12 Cash & Cash Equivalents

In the cash flow statement, cash & cash equivalents include cash in hand, term deposit with banks and other shortterm highly liquid investments with original maturities of three months or less.

1.13 Earnings per Share (EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Companys earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, which have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Overview of Income and Expenditure

The following descriptions set forth information with respect to key components of our profit and loss statement. Total Income

Total income consists of revenue from operations and other income.

Revenue from operations

Revenue from operations mainly comprises of revenue from (i) sale of products; (ii) sale of scrap and (iii) sale of services.

Other Income

Other Income primarily comprises of profit on sale of fixed asset, freight income, exchange fluctuation.

We hereby confirm that the Company is not expected to receive subsidy either in the current year or in future. Expenses

Total expenses comprise of cost of material consumed, purchase of stock in trade, changes in inventories of stock-in trade, employee benefits expense, finance cost, depreciation and amortization expense and other expenses.

Cost of material consumed

Cost of material consumed denote the sum of inventory at the beginning of period, purchases of raw materials less inventory at the end of the period.

Purchases of Stock-in-Trade

Purchases of stock-in-trade comprises purchase of traded goods.

Employee Benefits Expense

Employee benefits expense comprises of wages and salaries, director remuneration, employers contribution to provident funds and other funds, gratuity expense and staff welfare expense.

Finance Costs

Finance costs comprise of bank interest, interest on unsecured loan, interest on MSME loan, bank charges and other finance costs.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses comprise of depreciation on property, plant and equipment, and amortisation of intangible asset.

Other Expenses

Other expenses primarily comprise of job work charges, electricity and water expenses, colour expenses, fuel expenses, rent expenses, advertisement and publicity expenses, freight charges, online delivery expense and transportation expense, portal expenses and business promotion expenses.

Tax Expense

Our tax expense represents the tax payable on the current periods taxable income based on the applicable income tax rate adjusted by income tax payable for earlier years and deferred tax charges or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

Results of Operations as per the Restated Consolidated Financial Information

Reason for change in balances of share capital and borrowings:

The share capital of the Company stood at Rs. 1.03 lakh in Fiscal 2024. In Fiscal 2025, pursuant to fresh issue of

shares, the share capital increased to Rs. 1.07 lakhs, accompanied by a corresponding increase in securities premium reserve of Rs. 300.96 lakhs. Additionally, a capital reserve amounting to Rs. 212.62 lakhs was created on account of the acquisition of subsidiaries.

During Fiscal 2026, the share capital and reserves & surplus further increased primarily due to higher profits attributable to the acquisitions undertaken by the Company and the shift towards in-house manufacturing operations.

The borrowings of the Company was Rs. 1,610.85 lakhs in Fiscal 2024.The borrowings increased to Rs. 1,803.66 lakhs in Fiscal 2025, mainly on account of receipt of unsecured loans availed for business purposes. Thereafter, it further increased to Rs. 2,666.33 lakhs in Fiscal 2026 to meet business purposes.

The following table sets forth select financial information as per the Restated Consolidated Financial Information for the Fiscal 2026, Fiscal 2025 and Fiscal 2024, the components of which are also expressed as a percentage of revenue from operations for such Fiscals indicated below:

Fiscal 2026 compared to Fiscal 2025

New Products or Business Segments

Other than as disclosed in this section and in "Business Overview" on page 169, as on the date of the Red Herring Prospectus, there are no new products or business segments that have had or are expected to have a material impact on our business prospects, results of operations or financial condition.

Changes in the accounting policies, if any, in the Fiscals 2026, 2025 and 2024, and their effect on our profits and reserves

There are no changes in the accounting policies in the last three Fiscals.

Competitive Conditions

Significant Dependence on Single or Few Customers

The percentage of revenue from operations derived from our top 10 customers, top 5 customers and top 1 customer is given below:

As certified by Statutory Auditors pursuant to their certificate dated September 03, 2026.