Mopshop Distribution Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial years ended March 31, 2025, 2024 and 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled “Financial Statements” and the chapter titled “Financial Statement, as Restated on page 168 of the Draft Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled “Risk Factors” on page 29of this Draft Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled “Forward-Looking Statements” on page 21 of this Draft Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Mopshop Distribution Limited, our Company on Standalone Basis. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the financial years ended March 31, 2025, 2024, 2023 is on a standalone basis included in this Draft Prospectus beginning on page 168 of this Draft Prospectus

BUSINESS OVERVIEW

Mopshop Distribution Limited (the “Company”) was incorporated on 6^th June, 2018 as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Consequently, the company was converted into a public limited company and the name of the Company was changed to “Mopshop Distribution Limited” vide fresh certificate of incorporation dated 15^th July, 2025, issued by the Registrar of Companies, Central Processing Centre.

Our Company is engaged in the business of providing Facility Management Supplies (FMS). Headquartered in Vasai, Maharashtra, and established in 2018, the company has built a strong presence through its business-to- business (B2B) model. With a focus on cleaning tools and hygiene consumables, our Company serves an extensive and diversified client base, spanning across various industries like Banking, Financials and Insurance (BFSI), construction and real estate, healthcare and also caters to the needs and requirements of various facility management companies with an operational footprint across multiple geographical locations and a growing roster of over 300 clients across India.

Our product portfolio includes cleaning and hygiene consumables such as Microfiber cloths, Surface Disinfectants, Sensor-based Dispensers, Bio-degraadable Garbage Bags, Tissue Papers, Pedal Bins, Wringer Buckets, Vacuum Cleaners, Air Fresheners, Tool Kits, and related accessories - engineered for functionality, durability, and affordability.

Our Company distributes its offerings through its customised digital infrastructure by way of an Online Order Management platform developed through a third-party service provider and dedicated business development team. Its agile, asset-light operating model, coupled with a strong digital backend, allows it to efficiently manage procurement and fulfilment at scale.

For more details, kindly refer the chapter titled “Business Overview on page 120 of this Draft Prospectus.

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 Financial Information included in this Draft 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 period or the Financial Years ended March 31, 2025, 2024 and 2023 is set out below:

Particular	As of and for the FY
	2025	2024	2023
Revenue from Operations (Rs. in lakh)	4,198.82	3,785.03	3,002.30
Other Income (Rs. in lakh)	1.23	1.07	0.07
Total Income (Rs. in lakh)	4,200.05	3,786.10	3,002.37
EBITDA (Rs. in lakh)	614.69	291.84	138.84
EBITDA Margin (%)	14.64	7.71	4.62
Profit After Tax (PAT) (Rs. in lakh)	347.72	141.60	81.06
PAT Margin (%)	8.28	3.74	2.70
Net worth (Rs. in lakh)	674.47	291.74	125.14
Total Debt (Rs. in lakh)	323.29	658.61	392.34
Return on Equity (ROE) (%)	51.56	48.54	64.78
Return on Capital Employed (ROCE) (%)	59.70	29.26	26.10
EPS (Rs.)	912.96	640.05	810.62
Book Value per Share (Rs.)	1,770.83	1,318.72	1,251.43
Debt To Equity Ratio	0.48	2.26	3.14

a) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

b) Other Income means the business income other than Revenue from Operations as appearing in the Restated Financial Statements.

c) Total Income refers to Revenue from Operations + Other Income.

d) EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from discontinued operations and exceptional items. EBITDA is calculated as Profit before tax + Depreciation + Interest Cost

e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.

f) PAT Margin i.e. Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes by our revenue from operations.

g) Net worth means the aggregate value of the paid-up share capital and reserves & surplus minus deferred expenses.

h) Return on equity (ROE) is profit after tax for the year divided by the net worth during that period and is expressed as a percentage.

i) RoCE (Return on Capital Employed) is calculated as profit before tax plus finance costs divided by total equity plus total debt.

j) EPS (Earning per Share) is calculated as PAT divided by no. of Equity Shares

k) Book Value per Share is calculated as net worth divided by no. of Equity Shares

l) Debt to equity ratio is calculated by dividing the total debt by net worth.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED FINANCIALS

After the date of last Audited Accounts i.e. for the Financial Year ended March 31, 2025 the Directors of our

Company confirm that, there have not been any significant material developments.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk

Factor” beginning on page 29 of this Draft Prospectus.

Our results of operations and financial conditions are affected by numerous factors including the following:

1. Our business could be adversely affected if our customers fail to renew their accounts with us or reduce their order frequency through our B2B online order management platform.

2. Our business has only one vertical, and any underperformance in that vertical could adversely affect our overall financial results.

3. A significant portion of our revenues are derived from regions surrounding our warehouse locations, and transportation costs create geographic concentration risks that could adversely affect our business.

4. We serve a concentrated client base in the facility management sector, and the loss of any major customers would have a material adverse effect on our business operations and profitability.

5. We face risks from evolving customer purchasing behaviors and preferences.

DISCUSSION ON RESULT OF OPERATION

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled “Restated Financial Statements”beginning on page 168 of the Draft Prospectus

Overview of Revenue & Expenditure

Our revenue and expenses are reported in the following manner:

Income

Our total income comprises of (i) revenue from operations and (ii) other income.

Revenue from Operations

Revenue from operations comprises of sale of products and other operating revenue

Other Income

Other income includes Exchange Rate difference, Profit on sale of car, Discount Received on Purchase, Freight Charges Received on Sales, and other miscellaneous income

The below table show our revenue for the financial year ended 2025, 2024 and 2023:

Particulars	For the Financial Year ended
	March 31, 2025	March 31, 2024	March 31, 2023
Income
Revenue from Operations	4,198.82	3,785.03	3,002.30
% of total revenue	99.97%	99.97%	100.00%
Other income	1.23	1.07	0.07
% of total revenue	0.03%	0.03%	0.00%
Total Revenue	4,200.05	3,786.10	3,002.37

Expenses

Our expenses comprise of purchase of stock-in-trade, change in inventories, employee benefits expense, finance costs, depreciation and amortization expense and other expenses

Purchase of Stock-in-Trade and Changes in Inventories of Finished Goods and Work-in-Progress

This comprise of domestic purchases which includes Air Freshner & Toiletry, Brrom & Brush, Dust Bin, Garbage Bags, Kitchen Care, Room care, Washroom Care & Handwash, Tissue Papers, Wet Mop System, Wiper, Washer, Dry Mop System, etc.

Employee benefits expense

Employee benefits expenses include directors remuneration, salaries, wages, bonus, ESIC expense, PF expense, staff welfare expense and provision for gratuity.

Other Expense

Other Expenses classified as direct expenses, which includes transportation charges, loading & unloading expenses, power & fuel, packing expenses and administrative, selling and other expenses, which includes audit fees, courier expense, donation, internet, insurance expenses, etc.

Financial Charges

Finance cost includes long & short-term expense, interest expense.

Depreciation and Amortization expenses

Depreciation and amortization expenses primarily include depreciation expenses on our Air conditioner, CCTV, electric scooter/tempo, furniture & fixtures, generators/inveter, laptop/mobile, etc.

RESULTS OF OUR OPERATION

Particulars	31 March 2025	31 March 2024	31 March 2023
Incomes:
Revenue from Operations	4,198.82	3,785.03	3,002.30
% of total revenue	99.97%	99.97%	100.00%
% Increase/(Decrease)	10.93%	26.07%	0.00%
Other income	1.23	1.07	0.07
% of total revenue	0.03%	0.03%	0.00%
% Increase/(Decrease)	15.16%	1427.07%	0.00%
Total Revenue	4,200.05	3,786.10	3,002.37
% Increase/(Decrease)	10.93%	26.10%	0.00%
Expenses:
Changes in inventories of finished goods	(508.56)	(205.20)	(1.56)
% of total revenue	(12.11%)	(5.42%)	0.00%
% Increase/(Decrease)	147.84%	13053.85%
Cost of Materials Consumed	-	-	-
% of total revenue	-	-	-
% Increase/(Decrease)	-	-	-
Employee Benefit expenses	374.50	330.27	120.03
% of total revenue	8.92%	8.72%	4.00%
% Increase/(Decrease)	13.39%	175.14%	0.00%
Purchase of Stock in Trade	3,334.03	3,112.66	2,433.59
% of total revenue	79.38%	82.21%	0.00%
% Increase/(Decrease)	7.11%	27.90%	0.00%
Other Expenses	385.40	256.54	311.47
% of total revenue	9.18%	6.78%	0.00%
% Increase/(Decrease)	50.23%	-17.64%	0.00%
Total Expense	3,585.36	3,494.26	2,863.53
% of total revenue	85.36%	92.29%	95.38%
% Increase/(Decrease)	2.61%	22.03%	0.00%
Profit before Interest, Depreciation and Tax	614.68	291.84	138.84
% of total revenue	14.64%	7.71%	4.62%
Depreciation and amortization Expenses	19.08	13.73	3.76
% of total revenue	0.45%	0.36%	0.13%
% Increase/(Decrease)	38.97%	265.16%	0.00%
Profit before Interest and Tax	595.60	278.11	135.08
% of total revenue	14.18%	7.35%	4.50%
Financial Charges	127.72	88.82	25.94
% of total revenue	3.04%	2.35%	0.86%
% Increase/(Decrease)	43.80%	242.41%	0.00%
Profit before Tax and Extraordinary Expenses	467.88	189.29	109.14
% of total revenue	11.14%	5.00%	3.64%
Extraordinary Expenses	-	-	-
% of total revenue	-	-	-
% Increase/(Decrease)	-	-	-
Restated Profit/(Loss) before tax	467.88	189.29	109.14
% of total revenue	11.14%	5.00%	3.64%
% Increase/(Decrease)	147.18%	73.44%
Tax expenses/(income)
Current and prior years Tax (net)	122.05	50.94	29.11
Provisions for Deferred Tax	(2.23)	(2.50)	(1.04)
Total tax expenses	120.17	47.69	28.07
% of total revenue	2.86%	1.26%	0.93%
Restated profit/(loss) after Tax	347.71	141.60	81.07
% of total revenue	8.28%	3.74%	2.70%
% Increase/(Decrease)	145.56%	74.67%	0.00%
Income from Minority and Associate	-	-	-
Profit/(Loss) attributable to owners of the company	-	-	-

FINANCIAL YEAR ENDED MARCH 31, 2025 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024

Revenue from Operations

Revenue from Operations increased by 10.93% from Rs. 3,785.03 Lakhs in Fiscal Year 2024 to Rs. 4,198.82 Lakhs for the Fiscal Year Ended 2025 on account of increase in the revenue is due to increase in the business volume of the customer.

Purchase of Stock in Trade

There was an increase in Purchase of Stock - in Trade by 7.11% from Rs. 3,112.66 lakhs in Fiscal Year 2024 to Rs. 3,334.03 lakhs in Fiscal Year 2025 due to increase in stock of goods traded.

Changes in inventories of stock in trade:

There was a change of inventories of stock in trade of Rs. (508.56) lakhs in Fiscal Year 2025 as compared to (205.20) lakhs at the close of Fiscal Year 2024. This changes in investories of of stock in trade for both the fiscal years was on account of increase in stock of goods traded.

Employee Benefit Expenses:

Employee Benefit Expenses increased by 13.39% from Rs. 330.27 Lakhs at Fiscal Year 2024 to Rs. 374.50 Lakhs for the Fiscal year 2025 on account of increments given to existing staff as part of annual appraisals, hiring of new staff, Bonus expenses, etc.

Other Expenses:

Other Expenses increased by 50.23% from 256.54 lakhs in Fiscal 2024 to Rs. 385.40 lakhs in Fiscal 2025 on account of increase in transportation charges, power & fuel, discount expense, etc.

Expenditure (other than financial cost and Depreciation):

Total expenditure increased by 2.61 % from Rs. 3,494.26 Lakhs in Fiscal Year 2024 to Rs. 3,585.36 Lakhs for the

Fiscal Year 2025 on account reasons mentioned above.

Depreciation & Amortization Expenses

Depreciation increased by 38.97% from Rs. 88.82 lakhs in fiscal year 2024 to Rs. 127.72 lakhs in Fiscal Year 2025 on account of purchase of fixed assets and addition of computer software by the Company.

Finance Cost

Finance Cost Increased by 43.80% from 88.82 lakhs in Fiscal 2024 to 127.72 lakhs in Fiscal 2025 on account of interest on statutory dues paid by the Company.

EBIDTA

Profit before Interest, Depreciation and Tax has increased by 33.71% from 460.62 lakhs in Fiscal 2024 to Rs. 615.92 lakhs in Fiscal 2025 which was majorly due to factors mentioned above.

Net Profit after Tax

Net Profit after tax has increased by 145.56% from Rs 141.60 Lakhs for the fiscal Year 2024 to Rs. 347.71 Lakhs for the Fiscal year 2025 which was majorly due to factors mentioned above.

FINANCIAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023

Revenue from Operations

Revenue from Operations increased by 26.07% from Rs. 3,002.30 Lakhs in Fiscal Year 2023 to Rs. 3,785.03 Lakhs for the Fiscal Year Ended 2024 on account of on account of increase in the state wise revenue.

Purchase of Stock in Trade

There was an increase in Purchase of Stock - in Trade by 27.90% from Rs. 2,433.59 lakhs in Fiscal Year 2023 to Rs. 3,112.66 lakhs due to increase due to increase in stock of goods traded.

Changes in inventories of stock in trade:

There was a change in inventories of stock in trade of Rs. (205.20) lakhs in Fiscal Year 2024 as compared to (1.56) lakhs at the close of Fiscal Year 2023. This changes in investories of of stock in trade for both the fiscal years was on account of increase in stock of goods traded.

Employee Benefit Expenses:

Employee Benefit Expenses increased by 175.14% from Rs. 120.03 Lakhs at Fiscal Year 2023 to Rs. 330.27 Lakhs for the Fiscal year 2024 on account of increments given to existing staff as part of annual appraisals, hiring of new staff, Bonus expenses, etc.

Other Expenses:

Other Expenses decreased by 17.64% from 311.47 lakhs in Fiscal 2023 to Rs. 256.54 lakhs in Fiscal 2024 on account due to transportation charges, power & fuel, commission expenses, etc.

Expenditure (other than financial cost and Depreciation):

Total expenditure increased by 22.03 % from Rs. 2,863.53 Lakhs in Fiscal Year 2023 to Rs. 3,494.26 Lakhs for

the Fiscal Year 2024 on account reasons mentioned above.

Depreciation & Amortization Expenses

Depreciation increased by 265.16% from Rs. 3.76 lakhs in fiscal year 2023 to Rs. 13.73 lakhs in Fiscal Year 2024 on account of purchase of fixed assets by the Company.

Finance Cost

Finance Cost increased by 242.41% from 25.94 lakhs in Fiscal 2023 to 88.82 lakhs in Fiscal 2024 on account of long term borrowings and working capital finance by the Company.

EBIDTA

Profit before Interest, Depreciation and Tax has increased by 110.87 % from Rs. 138.91 lakhs in Fiscal 2023 to 292.91 lakhs in Fiscal 2024, which was majorly due to factors mentioned above.

Net Profit after Tax

Net Profit after tax has increased by 74.76% from Rs 141.60 Lakhs for the fiscal Year 2024 to Rs. 81.07 Lakhs for the Fiscal year 2023 which was majorly due to factors mentioned above.

Cash Flow Statement

Particulars	For the Financial Year Ended
	March 31, 2025	March 31, 2024	March 31, 2023
Net Cash from Operating Activities	394.76	(49.80)	(328.23)
Net Cash from Investing Activities	(8.94)	(22.45)	(15.08)
Net Cash used in Financing Activities	(264.34)	180.66	349.86

Cash Flows from Operating Activities

Cash Flow from Operating Activities for Fiscal Year ended March 31, 2023 stood at negative at Rs. (328.23) lakhs as compared to Cash Flow from Operating Activities for Fiscal Year ended March 31, 2024 which was Rs (49.80) lakhs and Cash Flow from Operating Activities for Fiscal Year ended March 31, 2025, which stood at 394.76, respectively, This increase in Cash Flow from Operating Activities in each financial year indicates strong operational growth and revenue generation.

Cash Flows from Investment Activities

Cash flow from Investment Activities for Fiscal Year ended March 31, 2025, March 31 2024 and March 31, 2024 was negative at Rs. (8.94) lakhs, (22.45) lakhs and Rs. (15.08) lakhs, respectively primarily on account of Purchase of property, plant and equipment.

Cash Flows from Financing Activities

Cash from financing activities for Fiscal Year ended March 31, 2024 and Fiscal Year ended March 31, 2023 was at Rs. 180.66 lakhs and Rs 349.86 lakh on account of increase in long term borrowings and short term borrowings.

For Fiscal Year ended March 31, 2025, the Cash Flow from Financing Activities was Rs. (454.88) lakhs on account of repayment of loan by the Company during the said financial year.

OTHER MATTERS:

1. Unusual or infrequent events or transactions:

Except as described in this Draft Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from continuing Operations:

Other than as described in the Section titled “Financial Information” and chapter titled “Managements Discussion and Analysis of Financial Conditions and Results of Operations”, beginning on Page 168 and 218 respectively of this Draft Prospectus, to our knowledge there are no significant economic changes that materially affected or are likely to affect income from continuing Operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations:

Other than as described in the chapter titled “Risk Factors” and “Managements Discussion and Analysis of Financial Conditions and Result of Operations”, beginning on Page 29 and 218 respectively of this Draft Prospectus, best to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

4. Future changes in relationship between costs and revenues:

Other than as described in the chapter titled “Risk Factors ” beginning on Page 29 of this Draft Prospectus, best to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

5. Segment Reporting:

As we are one of the leading pan-India B2B distributor of housekeeping chemicals, consumables, machinery, MEP tools, uniforms, and pantry items. Founded with a vision to modernize B2B cleaning and sanitation distribution.

6. Status of any publicly announced New Products or Business Segment:

Except as disclosed in the Chapter “Our Business” beginning on Page 120, our Company has not announced any new product or service.

7. Total turnover of each major industry segment in which the issuer company operates:

The Company operates in the Facility Management Supplier Industry. Relevant industry data, as available, has been included in the chapter titled “Our Industry" beginning on page 89 of this Draft Prospectus.

8. Status of any publicly announced new products or business segments:

Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Draft Prospectus.

9. The extent to which the business is seasonal:

Our business does not depend to a certain extent on the seasonal, environmental and climate changes.

10. Competitive Conditions:

We face competition from existing and potential competitors, which is common for any business. Over a period of time, we have developed certain competitive strengths which have been discussed in section titled “Our Business” on page Error! Bookmark not defined. of this Draft Prospectus.