Maharaja Foods PlcCSELK: MFPE.N0000

Annual Report 2024/25

· Issued by Maharaja Foods Plc
2025 ANNUAL REPORT

MAHARAJA FOODS PLC





Eat Well, Be Well, Live Well

Maharaja Foods PLC

Our Promise

As we continue to evolve, our promise remains unchanged: to deliver trusted quality for generations. With an ever-expanding portfolio of food items and services, including e-commerce and business consultancy, Maharaja Foods PLC is more than a food manufacturer-we are a lifestyle brand dedicated to improving and shaping lives through quality, innovation, and a deep-rooted commitment to excellence.



CONTENTS

About Maharaja Foods PLC

01

Audit Committee Report

35

Product Portfolio

03

Annual Report of the Board of Directors on the

Affairs of Maharaja Foods PLC

37

Board of Directors

05

Remuneration Committee Report

40

Board of Directors' Profiles

06

Related Party Transactions Review

Corporate Management Team

08

Committee Report

41

Our Approach to Reporting

09

Independent Auditor's Report

42

Financial Highlights

11

Statement of Financial Position

45

Chairman's Message

12

Statement of Comprehensive Income

46

Managing Director's Message

14

Statement of Changes in Equity

47

Statement of Cash Flows

48

Management Discussion and Analysis

16

Notes to the Consolidated Financial Statements

49

Stakeholder Engagement Review

21

Shareholders' Information

68

Corporate Governance

23

Notice of the Annual General Meeting

69

Risk Management

32

Form of Proxy

70

Corporate Information

72



ABOUT MAHARAJA FOODS PLC



Our Beginning

Maharaja Foods PLC has its origins in Vijeya Enterprises, a family-owned business founded in 1989 by the late Mr. Sivasaraman Guganathan, with the vision of building a benchmark of excellence in the food industry. In 1995, the family established Maharaja Food Products as a partnership venture, sourcing high-quality staples such as rice, potatoes, onions, and lentils. This initiative supported local farmers while ensuring the delivery of premium food products to customers. That same year, the Company also commenced the production of its flagship product, roasted red rice flour, at its Wellawatte premises.

In 1995, the Company entered the export market, with its first consignment of Sri Lankan rice shipped under Vijeya Enterprises to international destinations catering to Asian expatriate communities and their craving for authentic ethnic foods.

With a strong legacy and proven track record, Maharaja Foods (Private) Limited (MFL) was incorporated on 12 November 2012 under the stewardship of Mr. Guganathan and his family. Following his passing in 2016, the leadership transitioned to his wife, Mrs. Thavamalar Guganathan, positioning MFL as a woman-led enterprise.

In 2022, Maharaja Foods Limited made a strategic decision to focus exclusively on the export market, therefore the local distribution was assigned to its fully owned subsidiary Maharaja Marketing (Pvt) Limited, which was incorporated in 2022. Continuing its journey of growth and transformation, MFL achieved a significant milestone by becoming a public listed company on 6 March 2024. Today, the MFL Group caters to both domestic and international markets through a robust distribution network, offering a diverse portfolio of high-quality food and grocery products.

Historical Timeline

1995 2022

Inception of Maharaja

Food Products & entry into food export market

Incorporation of Maharaja

Marketing Pvt Ltd to manage local sales



1989 2012 2024

Started as Vijeya Enterprises by visionary entrepreneur

Mr. Sivasaraman Guganathan

Maharaja Foods (Pvt) Ltd was incorporated

Listed in the Colombo Stock Exchange and became a public listed company (PLC)

Corporate Structure

G. T. V.

Global Holdings (PVT) Ltd



Maharaja Foods Limited

Maharaja Supermarkets (Pvt) Limited *



Maharaja Marketing (Pvt) Limited



About Maharaja Foods PLC

The Group stands as a trusted symbol of quality, resilience, and innovation, enriching lives with a diverse portfolio of rice-based and flour-based products, spices, fish-based products, and other consumables.

In addition to its in-house product portfolio, the Group also engages in the export of third-party products, including grocery and household items, to meet the demands of expatriate communities worldwide.

With an unwavering commitment to nourishing the nation and embracing innovation, Maharaja Foods PLC continues to set new benchmarks in the food industry, delivering healthy and high-quality offerings.

Headquartered in Colombo, the Group operates its state-of-the-art manufacturing and processing facility in Mabola, Wattala, where all production, packaging, storage, and distribution takes place. An Export Development Board (EDB) registered exporter since 2018, Maharaja Foods PLC has built a strong export business over the past two decades, supported by a robust and modern production infrastructure.

The Wattala facility is equipped with advanced machinery for the processing of rice-based and flour-based products and spices, including grinding machines for rice flour and spices, roasting equipment, wheat flour processing systems, steaming machines, and extensive storage for raw materials and finished goods.



As a leading exporter of ethnic foods, MFL primarily caters to Asian expatriate communities in France, the United Kingdom, the wider European region, Australia, UAE and Singapore.

In France and the UK, the Group works with retail and wholesale distributors of ethnic food products, who in turn supply Maharaja Food brands and third-party grocery items to consumers across Europe.

Our consumers are predominantly expatriates of Indian and Sri Lankan origin seeking authentic culinary experiences. A similar business model is adopted in Australia, where Maharaja Foods diverse range of ethnic food products serves the growing Asian diaspora.

Key Products

The Group manufactures, packages, and distributes products under its own brand as well as through private label arrangements. Our portfolio includes:

·Double Polished Red Raw Rice

·Jaffna Curry Powder EX Hot

·Milk Powder and Milk-Based Supplements

·Coconut Milk Powder

·Maharaja Steamed Wheat Flour

·Maharaja Roasted Red Rice Flour

·Gingelly Oil

·Noodles and Related Products

·Maharaja Double Boiled Rice (Matta)

·Maharaja Red Raw Polished Rice

·Fish-Based Products (Dry Sprats, Maldivian Fish)

·NandhiPonni Parboiled Rice

·Grocery items from other manufacturers

Currently, these products are available in approximately 5,000 retail outlets across Sri Lanka, in addition to the growing global presence.



Our Brands



PRODUCT PORTFOLIO

RICE & FLOUR

From fragrant Basmati to our nutritious red and white rice flours, each product is a celebration of our rich agricultural heritage, milled to perfection to enrich your meals with authentic Sri Lankan flavors.



Carefully sourced spices and artisanal blends offering a palette of flavors that promise to elevate cooking into culinary masterpieces.

SPICE & MASALA



A selection of seeds and millets offering wholesome grains and seeds that are integral to a healthy, traditional Sri Lankan diet.

SEEDS & MILLETS



OILS

From virgin coconut oils to the exotic richness of sesame oil, our collection is a tribute to the island's age old extraction methods, ensuring the preservation of flavor and nutrition.



PRODUCT PORTFOLIO

TEA & COFFEE

They capture the essence of Sri Lanka's world renowned tea estates and emerging coffee plantations. Our selection is a homage to the island's colonial legacy and rich soil, promising an aromatic journey through Sri Lanka's tea and coffee culture.



A curated selection of pantry essentials from red rice to kithul treacle, offering culinary diversity, ensuring a kitchen is stocked with the finest local ingredients.

ASSORTED GROCERIES



PALMYRAH RANGE

Showcase the versatile and sustainable palmyrah palm, featuring from sweet jaggery to nutritious flour, these products are a celebration of traditional Sri Lankan craftsmanship and taste.



COCONUT RANGE

Our coconut range, the coconut is transformed into a variety of culinary marvels integral to Sri Lankan cuisine, from aromatics oils to rich milks that bring the island's tropical flavors to the table.







Our Leadership


BOARD OF DIRECTORS



From Left to Right: Mr. Imran Furkan (Non-Executive, Independent Director ), Mr. Vijayananth Guganathan (Chairman - Executive, Non-Independent Director), Mr. Vithyanath Guganathan (Managing Director - Executive, Non-Independent Director), Mrs. Thavamalar Guganathan (Executive, Non-Independent Director), Mr. Rizvi Mowlana (Executive, Non-Independent Director), Mr. Melanga A. Doolwala (Non-Executive, Independent Director), Mr. Guganathan Gohulnath (Absent)(Non-Executive, Non-Independent Director).



BOARD OF DIRECTORS' PROFILES

Mr. Vijayananth Guganathan

Chairman - Executive, Non-Independent Director

Mr. Vijayananth is a skilful entrepreneur who has thrived in logistics, food and beverage industry from a young age.

His sound marketing and sales strategies together with customer management capabilities have resulted in developing a solid client base for not only Maharaja Foods but also for other companies under G.T.V. Global Holdings (Pvt) Limited in which he is a member of the management team.

Mr. Vijayananth was instrumental in the restructuring of the company from a family-oriented partnership into a group of companies with several SBUs specialized in food and beverage, retail and logistics. They re- aligned to improve the operating efficiency and to run as specialized entities to unleash their true potential and for maximum value creation.

Mr. Vijayananth holds a Degree in Business Management, specialising in Economics and Consulting from the Aston University in Birmingham, England.

Mr. Vithyanath Guganathan

Managing Director - Executive, Non-Independent Director

Mr. Vithyanath has started his career at the age of 19 at Maharaja Foods after completing his higher education, and rapidly rose through the ranks to General Manager position within a short period of time and substantially contributed to transform the company to what it is today. As a specialist in Manufacturing Management and Multimodal Transportation, Vithyanath spearheaded the production revolution at Maharaja Foods.

He led the modernization of the factory by introducing new machinery and processes to increase production capacity and efficiency that enabled the Group to cater to both overseas and local markets. He is responsible for the overall operation of the Group and his hands-on experience in the industry is a

key strength for continuing development of the business.

Mr. Vithyanath is currently reading for his MSc in Purchasing, Logistics and Supply Chain Management at the University of Bedfordshire.

Mrs. Thavamalar Guganathan

Executive, Non-Independent Director

Mrs. Thavamalar is the wife of the late Mr. Guganathan, the founder of Maharaja Foods PLC and has been involved in the business for over 4 decades, contributing immensely towards the business development of the Group. She supported her husband in the Maharaja Group's journey towards becoming a recognized brand. She was instrumental in developing the key food related recipes in Maharaja Foods, both in the flour range and spices.

In 2016, Mrs. Thavamalar came to the forefront of the business supported by her family and contributed to uplift the business to what it is today.

From the initial stage of developing a product, to the launch into the market, Mrs. Thavamalar guides the team to ensure the quality of the product. Her support and consultations are a key driver of the Group's growth.

Mr. Rizvi Mowlana

Executive, Non-Independent Director

Mr. Mowlana joined Maharaja Foods in 2022 and is a highly accomplished professional with over 40 years of experience in sales and marketing, fast moving consumer goods and food packaging. He currently serves as Target Pack International's Marketing Director and Chief Operating Officer (COO), bringing extensive leadership experience and a strategic vision to the Maharaja Foods Group.

Mr. Mowlana has held notable positions such as National Sales Manager at Lee Hedges PLC (formerly known as Shaw Wallace and Hedges) and COO at Diamond Best Foods, where he

honed his sales, operations, and marketing skills, earning him an industry reputation for excellence. He has succeeded in leading marketing strategies for brand growth and market penetration, as well as optimizing operational processes to improve efficiency and productivity.

Mr. Imran Furkan

Non-Executive, Independent Director

Mr. Furkan serves as an Independent Non-Executive Director at Maharaja Foods PLC. Mr. Furkan advises Boards and CEOs on personal leadership, strategy as well as Geopolitical and Technology Risk Management. Currently serving as CEO of Tresync, Australia, he is passionate on fostering collaborations, connecting people and businesses together, fostering industry partnerships, and advising on macro socio-economic technological strategy.

He serves in the capacities of senior management and board director in regulatory and industry bodies, IT/GBS, finance, commodities, media, and professional services in the Asia Pacific region.

He was also an Independent Non-Executive Director of Trade Finance and Investments Ltd. (which was amalgamated with Commercial Credit and Finance PLC). Mr. Furkan also served as the CEO of SLASSCOM and the Sri Lanka Press Institute. He is a Fellow of CPA Australia, CIMA UK, has an MBA from Australia, and a BA (Hons) in Sustainable Performance Management from the UK.

Mr. Melanga A. Doolwala

Non-Executive, Independent Director

Mr. Doolwala holds over 23 years of experience in finance, specializing in financial management and strategy. Presently in his role as an Independent Non-Executive Director at Chrissworld PLC, he oversees critical board functions as the Chairman of the Audit Committee and the Related Party Transactions Review Committee. He also serves as a Director of Omee Products (Pvt) Ltd and A M D Holdings (Pvt) Ltd.

Prior to these positions, he held the post of Principal Officer/ General Manager Finance and Operations at Arpico Insurance PLC and held management positions at X-Ont Software (Pvt) Ltd

and Janashakthi Insurance PLC. Mr. Doolwala holds an MBA from Cardiff Metropolitan University and is an Associate Member of the Chartered Institute of Management Accountants (CIMA) UK and was a member of Member Engagement Subcommittee in 2019.

Mr. Guganathan Gohulnath

Non-Executive, Non-Independent Director

Mr. Gohulnath serves the MFPE Board since February this year as a Non-Executive, Non-Independant Director. Mr. Gohulnath brings extensive experience and insights into consumer trends and behaviors of overseas markets. He contributes to the governance and management of the Group by serving in the audit committee, remunerations committee, related party transaction committee, and nominations and governance committee.



CORPORATE MANAGEMENT TEAM

Mr. Ramachandran Raguvaran

Manager - Export & Food Quality Control

Mr. Raguvaran has over 06 years of experience in the food industry with expertise in food safety management, food quality management and GMP. He is well versed with the processes to ensuring high quality of food products and applies the knowledge on good manufacturing practices within the Group production facility. He plays a key role in obtaining ISO and GMP at the production facility.



He holds a B. Tech in Industrial Management Technology from University of Vocational Technology, Rathmalana, Sri Lanka and also holds a National Diploma in Food Processing Technology from University College of Jaffna, Sri Lanka.

Mr. Raguvaran has attended training programs on Food Processing Technology at Cathy Rich Memorial Food Processing Training Centre & Industrial Development Board of Ceylon.

Mr. Rishikezan Nagendran

Manager - Administration and Human Resource

Mr. Rishikezan has over 15 years experience in the field of accounting, auditing finance and HRM. He holds a degree in BSc Finance & Management Accounting and has experience in managing human resources at the GTV Group. He has worked as an Audit Executive for the Business Risk Services Division of Ernst & Young as well as Account Executive in CIC Agri Business Pvt Ltd.

Ms. Chamli Selvaratnam

Finance Manager

Ms. Selvaratnam joined Maharaja Foods in 2019 and has over 07 years of experience in finance and auditing. She is managing the entire accounting and financial reporting function of the Group. She holds a BBA (Hons) degree from the University of Southeastern Sri Lanka, a Diploma in DICT from the ICBT Campus, and is currently pursuing CIMA.

Mr. Kirubakaran Maheshwaran

Production Manager

Mr. Maheshwaran began his career as a production staff member in 2010, and has expertise in both production, machinery, and operations, making him a skilled professional in this industry with more than 14 years of experience.

As the head of the production division of the Group, he is involved in planning the production as per the demand requirement, and ensures the supply chain is managed properly.

OUR APPROACH TO REPORTING

About the Report

We are pleased to present Maharaja Foods PLC's Annual Report which provides a comprehensive overview of the Group's performance and value creation for the financial year starting 01, April 2024 and ended in 31, March 2025, covering a 12-month cycle.

Our report shares our strategies in delivering value and engaging our stakeholders, whilst ensuring shareholder interests are protected.

Scope and Boundary

This report shares Maharaja Foods PLC business and operational activities as well as risk and governance initiatives. The report covers both financial and non-financial information, enabling shareholders to obtain an understanding of the Group's performance in every aspect possible.

This report covers the existing processing factories, retail outlets and export operations of Maharaja Foods PLC.

Reporting cycle:

Annual

Reporting period:

1 April 2024 to 31 March 2025

The most recent report was issued on:

1 April 2023 to 31 March 2024

Targeted Audience

This report aims to provide shareholders and potential investors with group related information that is of value in assessing the company's growth, strength and stability. It also aims to share information useful for other stakeholders such as partners, suppliers, importers, community and employees.

Reporting Framework

Maharaja Foods PLC delivers a comprehensive, reasonable and relevant report adhering to industry standards and reporting guidelines.

09



For any inquiries, please contact,

Maharaja Foods PLC

No 18/3, Dr. E. A. Cooray Mawatha, Wellawatte, Colombo 06, Sri Lanka.

+94 114 325925 info@mfpe.com

Maharaja Foods PLC

Corporate Focus

About Maharaja Foods PLC Our Products

(pg 01 to pg 04)

Corporate Leadership

Chairman's Message MD's Message

Board of Directors and their Profiles Corporate Management

(pg 05 to pg 15)

Strategic Focus

Management Discussion and Analysis Stakeholder Review

(pg 16 to pg 22)

Risk and Governance Reports

Risk Management Corporate Governance

(pg 23 to pg 34)

Financial Reports

Financial Statements

(pg 44 to pg 47)

Committee Reports

Audit Committee Report Remuneration Committee Report

Related Party Transaction Committee Report Board of Directors Report

(pg 35 to pg 41

Supplementary Information

Notes to the Financial Statements Shareholder Information

Notice of AGM and Proxy Form Corporate Information

(pg 49 to pg 70)

Strategic Focus

The report shares the macro and micro environment that impacted the performance of the company and the industry in the operating environment.

It further explains the efforts taken to engage and enhance our operations and profitability whilst adding value to our stakeholder relationships. It also share how our efforts contributed to our performance.

The regulatory and voluntary frameworks adopted in preparing this report include:

Companies Act No.7 of 2007

Code of Best Practices and Corporate Governance 2023

Continued Listing Requirements of the Colombo Stock Exchange

Sri Lanka Accounting & Auditing Standards Act No.15 of 1995

Sri Lanka Financial Reporting Standards

Directives and Circulars of the Securities and Exchange Commission of Sri Lanka (SEC) Act

Regulatory

Reliability and Completeness

Maharaja Foods PLC has obtained independent assurance on the financial statements from external auditors Messrs Tudor V. Perera & Co., Chartered Accountants.

Consistency and Comparability

The financial and non-financial information for the year under review and the comparable periods have been provided in the report, where information is available.

Board Acknowledgment

The Annual Report of Maharaja Foods PLC for the year ended 31st March 2025 has been prepared and reviewed by the Management of the Group who have recommended the same to the Group's Audit Committee and Board for their approval.

..............................



..............................

The Board acknowledges its responsibility to ensure the Annual Report provides a balanced view of the performance of the Group. The Board is of the opinion that the Annual Report of Maharaja Foods PLC for the financial year ending 31st March 2025 is presented in accordance with best practices in reporting. The report was unanimously approved by the Board on 17th October 2025 and is signed on behalf by:



Conciseness

All the necessary and vital information is delivered concisely.

Chairman

Managing Director

FINANCIAL HIGHLIGHTS - GROUP

For the year ended 31st March

2025

Rs.

2024

Rs.

Change

%



Financial Performance

Revenue

630,360,999

496,999,876

27%

Gross Profits

123,985,214

77,304,710

60%

Interest Income

1,654,336

341,898

384%

Interest Expense

19,995,495

14,960,650

34%

Profit from Operations

82,488,712

51,224,451

61%

Profit Before Tax

64,147,554

36,605,700

75%

Income Tax Expense

14,277,077

5,534,911

158%

Profit After Tax

49,870,476

31,070,788

61%



Financial Position at the Year-End

Total Equity

268,412,280

93,541,804

187%

Total Assets

698,694,157

306,178,165

128%

Total Liabilities

430,281,877

212,636,361

102%

Total Debt

222,854,471

154,043,878

45%

Debt/Equity

0.83

1.65

-50%

Debt/Total Assets

0.32

0.50

-37%

Current ratio

0.93

0.99

-6%



Profitability Ratios

Gross Profit Ratio %

19.67%

15.55%

26%

Operational Profit Ratio %

13.09%

10.31%

27%

EBITDA %

14.21%

11.03%

29%

Net Profit Ratio

7.91%

6.25%

27%

Return on Assets (%)

7.14%

10.15%

-30%

Return On Shareholder's

Fund (%)

18.58%

33.22%

-44%



Gearing Ratios

Equity: Interest Bearing

Liabilities (Times)

0.83

1.65

-50%

Debt: Equity Ratio (Times)

1.60

2.27

-29%

Quick Assets Ratio (Times)

0.70

0.70

0%

CHAIRMAN'S MESSAGE



IPO Investment

Dear Shareholders,

I warmly welcome you to the inaugural Annual General Meeting of Maharaja Foods PLC. On behalf of the Board of Directors, it is my great pleasure to present the Maharaja Foods's first post IPO Annual Report and Audited Financial Statements for the financial year ended 31 March 2025.

As a new entrant at the Colombo Stock Exchange and a family run regional food product exporter, I am humbled and grateful by the confidence and trust that you have placed in Maharaja Foods PLC. Our journey towards greater success is strengthened by your faith in our company and our vision.

I am happy to note that during the financial year under review (2024/25 FY),Maharaja Foods PLC has outperformed market expectations and achieved exceptional financial growth. Simultaneously, we have strengthened our market presence and fortified the Maharaja Foods brand in this short period of one year.

The brand success and improved market share was reflected in the Group's performance, reporting a revenue of Rs.630.4 million during the 2024/25 financial year, a 27% increase compared with the pre-IPO performance of Rs.497 million in revenue.

This records a significant growth in our first reporting year, which in turn contributed to a gross profit increase of 60%, at Rs.124 million.

I am pleased to share that the Group fulfilled all our commitments of the IPO issued last year which was oversubscribed nearly three times and raised a capital of Rs. 125 million.

The capital raised was intended to support the setting up of a raw rice and polishing plant, upgrading of machinery for gingelly oil production, expansion of warehouse capacity and partial settlement of debt.

Maharaja Foods set up a raw rice and polishing plant in Mirigama with a capacity of 1,000 Kgs per hour which commenced operations in March 2025. The upgrading of the gingelly oil production was completed in May 2024 with advanced machinery from India, that has increased our production by 20 kg per hour and increased our machinery efficiency by 60%.

MFPE expanded the warehousing capacity by 50% during the year, by adding 9,000 sq feet warehousing space at Mirigama. The Group also managed to settle a debt of Rs.20 million through a partial settlement.

These investments are aimed at enhancing the production capacity, quality and range of products marketed by the Group and are expected to yield results in the near future.

Brand Development and Market Expansion

In the year under review, we placed a great level of emphasis on enhancing the brand equity of MFPE. Building on the visibility and recognition gained during the initial public offer, today Maharaja Foods has become a household name for products such as rice and flour, spices and millets, grains and lentils, oils and related products across our key market segments.

Maharaja Foods PLC's market share has increased in the spice and related domestic food industry and our island-wide presence has expanded within Sri Lanka.

Concurrently, our marketing efforts overseas has proved effective and we have successfully partnered with new clients from Australia and Europe. This has in turn helped Maharaja Food products reach a wider expatriate market living overseas.

With the aim of reaching a broader customer base, Maharajah Foods strategically integrated a solid digital and social media marketing campaign to increase our online visibility and tap the young adult market. We also created awareness of our products to the youth and expatriate communities in markets we aspire to reach in the coming year.

We will continues to invest in our brand reinforcing our commitment to strengthen the Maharaja Food brand and product portfolio, whilst maintaining our promise of quality food products to our customers.

Product Development

Continuous innovation and product development has been a key strategy in our success. In keeping with the dynamic market trends and consumer preference shifts, this year MFPE introduced several new products to the market catering to the busy youth who seek convenience and ease of preparation of their favorite meals.

We launched ready curry mixes, instant foods, spice mixes, roasted wheat flour and Atta noodle products focusing on the young adult market and healthy lifestyle seekers.

We believe embracing suitable innovation, and being receptive to change is crucial in the sustenance of our business. Towards this, the company continues to explore opportunities that would contribute to enhancing the quality and experience of authentic Jaffna foods.

Group Performance

During the financial year 2024/25, Maharaja Foods PLC reported a net profit growth of 61% at Rs.49.8 million from Rs. 31 million in the last financial year. The Group's gross profit was Rs.124 million owing to higher sales revenue. Profit from operations also grew by 61% at Rs.82.4 million from Rs.51.2 million in the last financial year despite significant costs incurred on increasing the staff strength to support operational activities. Prudent financial management combined with strategic initiatives, further supported by the capital raised via the IPO helped the Group to maintain a steady financial position needed for working capital requirements. Shareholders' funds increased to Rs. 268.4 million, since the listing in 2024 which opened at Rs.5 per share at the Colombo Stock Exchange Empower Board. At the close of the financial year, share price was at Rs. 6.50.

On the success of our first year as a public listed company, we declared an annual dividend of Rs.0.10 per share for the year under review.

Governance and Sustainability

Since our listing in the Colombo Stock Exchange Maharaja Foods has taken several steps towards strengthening the governance and sustainability pillars of the Group. We set up an Audit Committee, a Remuneration Committee and a Related Party Transaction Committee to ensure transparency and accountability in our operations. These Committees have met regularly during the reporting year and made significant contributions to MFPE's governance process. These are chaired by Independent Non-Executive Directors who carry extensive management, accounting and auditing experience.

New Board Member

I warmly welcome Mr. Guganathan Gohulnath to the Board. He joins Maharaja Foods PLC as a Non-Executive Non-Independent Director, since February 2025. Mr. Gohulnath brings a strong consumer insight and management experience and I have no doubt that his contributions will help transition the business to the next phase of success.

Future Focus

With Sri Lanka's economic landscape stabilizing and the impressive growth in the tourism sector, demand for Sri Lankan

foods and ingredients are seeing a higher interest in both the domestic and international markets. This offers boundless possibilities for growth for Maharaja Foods PLC in both markets. We are keen to optimize the positive market and economic conditions in the coming year focusing on our signature products and new innovations.

Meanwhile, Maharaja Foods PLC entered a strategic partnership with SPAR Supermarket chain which was negotiated during the year under review and implemented in the immediate following months. This is a significant milestone in Maharaja's growth journey and as a result, all MFPE supermarkets will convert into one joint 'SPAR Save More' supermarket chain. This will have multifold benefits to our customers who can enjoy a larger variety or products represented by both SPAR and Maharaja Supermarkets.

In a bid to support the growth and expansion of MFPE's retail and export operations, the Group would amalgamate Maharaja Super Market (Pvt) Ltd and Maharaja Marketing (Pvt) Ltd from 01 September 2025, for higher operational efficiency. We are confident that Maharaja Food's investments in enhancing MFPE product portfolio would drive higher performance in the coming year. We are determined to continue our strategic marketing efforts within the country and overseas prompting our market growth and greater visibility.

Looking forward, Maharajah Foods is optimistic that the success of the IPO and the consequent investments in production and warehousing facilities will contribute towards the Group's anticipated export and domestic market growth in the coming year.

Acknowledgement

I extend a warm appreciation to the shareholders who have placed their confidence and trust in Maharaja Foods PLC and hope they continue to support through investments and encouragement. My sincere appreciation goes to the Board of Directors for the strategic business acumen which has driven the Group to success despite global and domestic challenges faced.

Our suppliers and distribution partners have continued to support and strengthen our operations, and I hope we can continue to foster our good relations in the coming year.

I extend a special thank you to all front line employees and their families for their tireless efforts, which has been crucial in maintaining operations in our factories and distribution networks, ensuring timely delivery and high quality products at all times.

My appreciation also goes out to our loyal clients and consumers who continue to patronize Maharaja food products and has been instrumental in the success we see today. I sincerely hope our bonds will strengthen in the coming year.

Sincerely,

Mr. Guganathan Vijayananth Chairman, Maharaja Foods PLC

MANAGING DIRECTOR'S MESSAGE



Dear Shareholders,

I am pleased to share the Annual Report of Maharaja Foods PLC and the Audited Financial Statements for the year ended 31st March 2025.

Economic Consistency and Market Environment

The year under review was one of challenges and opportunities for the food industry. With the political transition brought about by the new government, industries had to adapt to new policies and regulations.

Companies had to re-align and re-strategize their operations to remain compliant and profitable under a higher tax and wage regulation.

On the economic front, the steady progress towards greater economic stability was welcoming. Sri Lanka's economy achieved a strong recovery marking a 5 % real economic growth, after two years of economic contraction.

The recovery was steady throughout the year with positive GDP. Industry activities grew 11% in 2024 according to the Central Bank, recovering from the 9.2% contraction in 2023, driven by the growth in manufacture of food, beverages and tobacco products, along with the recovery of manufacture of textiles, leather and related products.

However, prices of food items continued to fluctuate throughout the year owing to the limited supply of volatile foods items due to extreme weather conditions and other food prices considerably increased due to VAT (Value Added Tax) amendments. Consumer food baskets continued to be selective due to the price sensitive market conditions and increase in cost of living and food inflation.

In 2024 the estimated average monthly consumption expenditure for a household based on CCPI (Colombo Consumer Price Index) increased by 1.2% from Rs.176,253 in 2023 to Rs.178,438 in 2024 and the NCPI (National Consumer Price Index) increased by 1.6% from Rs. 103,383 in 2023 to Rs.105,063 in 2024.

Maharaja Foods PLC faced stiff competition from regional and local spice, flour and food ingredient manufacturers during the year, as players competed to capture and remain feasible in a market with shrinking consumer wallets and shifting food trends.

On the positive, the stability of the Sri Lanka Rupee against the US Dollar helped export and import business, and supply chain planning. The significant drop in interest rates supported business expansions and borrowing. Greater economic stability encouraged investments and expansions, while improving investor confidence at the Colombo Stock Exchange.

Group Performance

Fuelled by the success of the Initial Public Offering at the Colombo Stock Exchange in 2024, and the Rs.125 million capital raised to strengthen Maharaja Foods' expansion, the Group expanded the product portfolio by introducing gingelly oil, roasted wheat flour and instant spice mixes and foods items to remain competitive and relevant in the dynamic market.

We also strengthened our logistics capacity with the expansion of our warehouses in keeping with the increased production and export sales demand.

In the reporting year, the Group reported a revenue of Rs.630.4 million, a 27% increase compared Rs.497 million in revenue in 2023/24 financial year. This growth was primarily driven by an increase in export sales and expansion of local sales network. Export revenue rose by Rs. 83 million, and domestic sales increased by Rs. 50 million during the financial year.

The Group's gross profit increase of 60%, at Rs.124 million was on the exceptional performance of Maharaja Foods both locally and internationally.

However, high taxes at Rs.14.2 million and increased expenditure on staff, administration and general operational costs owing to the expansion of the manufacturing, distribution and sales of the operation which was at Rs. 43 million, impacted overall profit margin. Group net profits were at Rs. 49.8 million, a 61% increase from Rs.31 million reported last financial year.

During the financial year 2024/25, the Group's total assets grew by 128%, to Rs. 698.7 million. Maharaja Foods PLC invested Rs. 250.7 million in new property, plant and equipment in the period. The Group acquired land , warehouse and rice processing facilities worth Rs.52.5 million in Mirigama, and invested in advanced machinery for Rs.188 million contributing to the total asset value of the Group. Total PPE value rose to Rs.345.1 million from Rs.101.8 last financial year.

Product Distribution and Expansion

The Group strategically expanded our presence in the local market through prudent market expansion and distribution initiatives that made our products accessible across Sri Lanka. The IPO has spawned MFPE's brand visibility beyond anticipation, creating opportunities and access to top retailers, supermarkets, exporters and importers, distributors as well as investor for the Maharaja brand and product range.

Whilst partnering with a large flour mills, the Group also tied up with large supermarket chains for shelf space in their retail outlets. This allowed Maharaja food products to be made available to more consumers in new locations in Sri Lanka without the burden of setting up our own store space.

Further discussions have been concluded on collaborating with a prestigious SPAR Supermarkets to co-brand with MFPE as their retail partner. This initiative will be implemented during the upcoming financial year and consumers can enjoy best of both brands.

On the international front, Maharaja Foods continuously seek new partnerships and markets for the expansion of our export range of food products. We have successfully tied up with new overseas distributors who have generated new market opportunities in China, Europe and Australia.

Operational Excellence

We are keen to support our aggressive marketing and sales drive with an efficient and smart operation. Towards this, Maharaja Foods has continued to integrate technology and smart solutions in our production facilities, enabling higher productivity and efficiency.

All our manufacturing facilities operate on a minimum human resource requirement thanks to a well-functioning automation process that functions through our production lines. A networked CCTV system monitors the automated processes from a central control room. Whilst this allows higher accountability and supervision, it minimizes potential contamination of our products from human contact. As a result, our facilities and processes remain safe and hygienic.

These initiatives are further complemented by the Enterprise Resources Planning (ERP) systems in place at our workplaces and manufacturing units that provide real time information on the productivity, efficiency, waste management, inventory tracking, transparency and accountability required for timely decision making.

The Group is also investing in key industry benchmark supplies and certifications ensuring the best product and process quality.

Overcoming Challenges

During the year, the Group faced challenges that had a direct impact on the production and revenue of the operation. The key bottleneck for MFPE was the fluctuation of utility and supplies costs that had a bearing on the cost of production and price of products in both the domestic and international market. For raw material that had to be imported, the tax and logistics challenges combined with varying cost of imports was a key concern that the Group addressed.

In order to overcome this challenge, the management took a strategic decision to divert raw material sourcing from imports to locally sourced products and material. This ensured timely delivery and better control of source goods pricing and quality of supplies. In turn, this contributed to higher revenue from both local and international sales as a result of timely delivery of products to customers.

Simultaneously, the Group also got the opportunity to support local farming and SME producers through guaranteed pricing and volumes, as well as to support guidance on farming best practices.

On the human resource front, I am pleased to share that Maharaja Foods has a 'zero' record of HR related issues. Whilst the staff structure ensures they engage and support all subsidiaries of the Group, MFPE maintains a favorable employee remuneration and welfare policy that protects staff best interest.

Acknowledgement

It has been an exciting and challenging year for Maharaja Foods PLC. During this learning and adapting process of being a publicly listed company, we have had the support of many stakeholders who guided and trusted us throughout the year.

Whilst thanking the investors and shareholders, I wish to place my appreciation to all the suppliers, distributors and partners who supported our growth during the year.

The Chairman and the Board of Directors have been a great strength in guiding me through strife and fortune, and I thank you for your relentless support and guidance at all times.

A sincere gratitude to our loyal customers who continue to provide valuable feedback and patronize our products. We hope to deliver to your expectations whilst providing you with high quality products in the years to come.

Mr. Guganathan Vithyanath Managing Director, Maharaja Foods PLC





Management Discussion and Analysis


MANAGEMENT DISCUSSION AND ANALYSIS



Operating Environment

Sri Lanka's economy achieved a strong recovery marking a 5 % real economic growth, after two years of economic contraction. The recovery was steady throughout the year with all four quarters posting positive GDP (Gross Domestic Product) growth rates for the first time since 2017, according to the Central Bank.

Cost of Living as Reflected by Average Monthly Consumption Expenditure

Based on CCPI (2021=100)

(Source: CBSL Annual Report 2024 figure 1.3: cost of living)



GDP per capita also increased during the year to USD 4,516 in 2024 compared with USD 3,801 in 2023. GNI (Gross National Income) per capita followed similar trend and increased to USD 4,404 in 2024 from USD 3,685 in 2023, due to Sri Lanka Rupee appreciation against the US Dollar in 2024 in addition to the increase in nominal GDP in rupee terms and the decline in mid-year population.

According to the Central Bank, industry activities reported a strong growth of 11% in 2024 a sharp recovery from the 9.2% contraction in 2023, driven by the growth in manufacture of food, beverages and tobacco products, along with the recovery of manufacture of textiles, leather and related products.

Prices of food items continued to fluctuate throughout the year owing to the limited supply of volatile food items due to extreme weather conditions.

Nevertheless, several non-volatile food items considerably increased due to VAT (Value Added Tax) amendments, as cited by the Central Bank.

Reflecting on the annual average change in Consumer Price Indices, cost of living exhibited a marginal increase in 2024 compared to 2023. The estimated average monthly consumption expenditure for a household based on CCPI (Colombo Consumer Price Index) increased by 1.2%

from Rs.176,253 in 2023 to Rs.178,438 in 2024 and the NCPI (National Consumer Price Index) increased by 1.6% from Rs. 103,383 in 2023 to Rs.105,063 in 2024.

The Central Bank repor ts that the estimated average monthly consumption expenditure for a household in both CCPI baskets, the proportion allocated to the food category was at 32.1% in 2024.

Cost of Living as Reflected by Average Monthly Consumption Expenditure

Based on NCPI (2021=100)

(Source: CBSL Annual Report 2024 figure 1.3: cost of living)



IPO Investment

During the financial year, Maharaja Foods PLC raised Rs.125 million in an initial public offering of 25 million ordinary shares and a public listing on the Empower Board of the Colombo Stock Exchange (CSE). The funds raised through the IPO issued were intended to support the setting up of a raw rice and polishing plant, upgrading of machinery for gingelly oil production, expansion of warehouse capacity and partial settlement of debt.

  • Raw rice and polishing plant in Mirigama with a capacity of 1,000 Kgs per hour which is in operation from March 2025.

  • Upgrading of the gingelly oil machinery at the Wattala factory was completed in May 2024 with advanced machinery from India, that has increased production by 20kg per hour and improved machine efficiency by 60%.

    38%

    62%



  • Expansion of warehousing capacity by 50%, by adding 9,000sq feet of warehousing space at Mirigama.

  • Partial debt of Rs.20 million was settled.

By adding to the volume and efficiency of the production process both international and domestic sales revenues, are expected to increase and the investments

in the rice plant and gingelly oil machinery is expected to contribute towards the 2025/26 FY's revenue forecasts.

Financial Performance Revenue

Maharaja Foods PLC achieved a revenue of Rs. 630.4 million for the financial year ending 31 March 2025, marking a 27% increase from the Rs. 497 million recorded last year. This growth was primarily driven by an increase in export sales and expansion of local sales network. Export revenue rose to Rs. 83 million, and domestic sales increased to Rs. 50 million during the financial year. This is a significant growth compared to the last financial year, where export sales and domestic sales revenues were Rs. 409 million and Rs. 221 million respectively.

Revenue Chart For 2024/25 FY



Profitability

Maharaja Foods PLC recorded a gross profit increase of 61% during the year against last year, supported by the increased sales efforts both domestically and in the export business.

The growth in gross profits was primarily driven by the significant increase of margin from expor t revenue that positively impacted Maharaja Foods PLC's bottom line. During the year, MFPE partnerships with corporate customers also enabled the Group to increase its presence regionally.

The Group however incurred a one off expense of Rs 4.5 million as Colombo Stock Exchange listing administrative expenses.

Meanwhile, increased energy costs, operational expenditures, and logistics costs impacted operational expenses.

Additionally, rising financing cost of 34% due to increase in financing of working capital and new property loans affected profit before tax which recorded at Rs.64 million.

Group's bottom line despite an increase of 61% YoY was significantly squeezed due to government taxes.

Net profits reported at Rs.49.8 million at the close of the financial year, 61% higher from last year on increased margins from export revenues and improved operational efficiency across the business.

Profitability of 2024/25 FY vc 2023/24 FY



2024/25 (Rs.)

2023/24(Rs.)

Variance %

Gross Profit

123,895,213

77,304,710

60

Profit from Operations

82,488,714

51,224,451

61

Profit Before Tax

64,147,556

36,605,700

75

Profit After Tax

49,870,478

31,070,788

61

Total Assets 2023/24 FY vs 2024/25 FY



Assets

During the financial year 2024/25, the Group's total assets grew by 128%, rising from Rs. 306,2 million last year to Rs.

698.7 million this FY.

Key contributor for the asset growth was the proper ty, plant and equipment expansion during the year.

The Group acquired land , warehouse and a rice processing structure for Rs.52.5 million in Mirigama, and invested in advanced machinery for Rs.188 million increasing the total asset value of the Group.

2024/25 (Rs.)

2023/24(Rs.)

Variance %

PPE

345,100,135

101,753,959

239

Inventory

85,409,133

56,154,405

52

Trade & Trade Receivables

203,781,880

112,959,221

80

Cash & Cash Equivalents

53,664,759

25,310,580

112

As a result, total PPE value rose to Rs.345.1 million from Rs.101.8 million last year.

Investments in production facilities and machinery enhancements contributed positively for the growth in inventory and trade receivables, an increase of 52% and 80% respectively.

Total Liabilities 2023/24 FY vs 2024/25 FY



Liabilities

Total liabilities of the Group during the year was at Rs. 430.2 million,an increase from Rs. 212.6 million reported last financial year. The Group's total debt grew by 45%, from Rs. 154 million to Rs. 223 million, mainly due to working capital loans and term loans that financed for property acquired at Mirigama. Significant liabilities included both long-term and short-term loans, with low-interest, long-term bank borrowings amounting to Rs. 198.3 million as of March 31, 2025. Additional liabilities included trade and other payables totaling Rs.184 million and lease and tax liabilities.

2024/25 (Rs.)

2023/24(Rs.)

Variance %

Total Debt

222,854,470

154,043,878

45

Debt/Equity

0.8

1.65

(50)

Debt/Total Assets

0.32

0.5

(37)

Current ratio

0.93

0.99

(6)

To manage the challenges arising from these liabilities, Maharaja Foods PLC infused capital of Rs.125 million through an IPO to reduce the Group gearing level. As a listed Group, Maharaja Foods PLC took steps to manage the debt-to-equity ratio by 0.8.

Product Development

During the year, Maharaja Foods PLC expanded the product portfolio to meet the dynamic lifestyle changes and food trends of the consumer. New varieties of products were introduced to the market focusing on the busy and convenience seeking young adults who yearn for authentic Jaffna/ Sri Lankan flavors.

Market

New Product

Export Market

Gingelly Oil

Ready Made Spice Mixes

Instant Curry Mixes

Atta Noodles

Domestic Market

Roasted Wheat Flour

Gram flour

Production and Distribution

During the year, Maharaja Foods PLC made significant investments in improving the Group's manufactured capital through upgrades and expansions to optimize production capacity and efficiency.

Maharaja Foods PLC's production facilities span across eight core business segments





: rice and flour, spices and masala, seeds and millets, oils, tea and coffee, assorted groceries, palmyrah products and coconut products. These operations are carried out through manufacturing facilities located in Wattala and Mirigama.

The Group focused on expanding the production processes through new investments into raw rice polishing and processing facility in Mirigama and upgraded the machinery in the gingelly oil manufacturing at the Wattala factory. These two investments combined was Rs.50 million and is expected to increase productivity, product quality, volume and marketability at the retail market, in turn increasing the Group's overall revenue and profitability in the coming years.

In addition, Maharaja Foods PLC continued the maintenance of its existing machinery, equipment, property and other manufactured capital assets during the year at a value of Rs.136 million ensuring the continuity of the production line.

Increased capital investments were aimed at ensuring that Maharaja Foods PLC is well-positioned to meet the future growth needs and market demands, thereby enhancing customer satisfaction, and drive long-term sustainability across the value chain.

During the year, MFPE also focused on e f fi c i ency enhancements, waste reduction, and regulatory compliance across all production facilities, whilst embracing technology innovations, and sustainable practices to meet demands.

In the 2024/25 financial year ended March 31, 2025, Maharaja Foods PLC invested Rs. 250.7 million in new property, plant and equipment vis-a-vis new PPE investment of Rs.15.3 million in the same period last FY.

The efficiency and productivity of the Maharaja Foods PLC's manufactured capital are underpinned by robust systems and well-established processes. These frameworks effectively manage, monitor, and optimize resources and facilities on a daily basis, ensuring operational stability and driving continuous improvement.

Maharaja Foods PLC operates a robust and efficient distribution network that enables its products to reach millions of consumers locally and internationally. MFPE's export operations reach a unique expatriate consumer seeking authentic Jaffna based spices, foods and other cooking ingredients.

Whilst our overseas por t fol io i s continuously expanding our best per forming markets currently are Australia, UK, USA,Canada, France and Middle East. During the year under review, the Group expanded international sales volumes by 25% and successfully increased supermarket and retail chain clientele by 29%.

Maharaja Foods PLC maintains a strong network of export partners and overseas distributors, who in turn ensure that MFPE products obtain sufficient shelf space in international retail chains and exploit opportunities for bulk sales for client rebranded products.

In Sri Lanka, Maharaja Foods are p r e d om i n an t l y avai l ab l e i n ow n supermarket chain in Tamil speaking localities through distributors, direct dealers, Maharaja Supermarkets and SPAR SaveMore Supermarkets. The Group is actively seeking to expand this retail chain network in the coming year to more locations in Sri Lanka and is welcoming discussions for potential partnerships.

Our distribution ecosystem comprises a broad spectrum of stakeholders including distributors, retail partners, and logistics providers. Maharaja Foods was fortunate to tie up with Serendib Flour Mills during the year, a strategic partnership that supported the growth and reach of Maharaja Foods distribution network.

Human Resource

During the year, Maharaja Foods' human capital has grown steadily contributing to the expansion drive and growth needs of the organization. The Group's total staff strength grew by 86%.The increase in human resource was reflected as an increase of 108% in manufacturing, 150% in sales and marketing and 75% in management.

Staff Representation



Male and Female Employees

Maharaja Foods PLC's human resource is managed by an experienced management team.

Ensuring equal opportunities irrespective of race, religion, gender, and other demographics is a priority for MFPE and the HR management team continuously ensure that the wellbeing, safety and career development of the employees are timely addressed.

Despite many labor market challenges, Maharaja Foods PLC maintained its employee retention and recruitment at a healthy level ensuring the Group's manufacturing process and expansion efforts were well supported throughout the year.

Maharaja Foods PLC believes that continuous learning and development is essential for individual and organizational success. Therefore, the Group's training and development programs are designed to meet the individual career growth needs a s w e l l a s a c h i e v e m e n t o f t h e organizational goals.





STAKEHOLDER ENGAGEMENT REVIEW

At Maharaja Foods PLC, we view our stakeholders as the foundation of our journey toward growth and excellence. Their contributions, spanning the entire value chain from procurement to customer engagement, are essential in driving operational efficiency and business continuity.

The strength of our relationships - built on trust, collaboration, and shared value - has enabled us to remain resilient and adaptive in the face of economic headwinds. By embracing open dialogue and consistent engagement, we ensure alignment of interests while nurturing partnerships that support long-term, sustainable success.

Shareholders

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Financial Statements

·Annual General Meeting

·CSE announcements

·Quarterly

·Annually

·As needed

·Earnings & Dividends

·Growth prospects

·Share price and liquidity

·Issuance of dividends

·Improved company performance

Employees

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Direct interaction with Senior Management

·Communication of company decisions, performance

·As needed

·Remuneration

·Employee benefits

·Workplace health and safety

·Job security

·Career progression

·Safe working environment

·Market competitive remuneration and benefit schemes

·Health insurance program.

·Training and career growth opportunities

Customers

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Personal interactions

·Trade Exhibitions

·Customer feedback

·Website and other communication mediums

·As needed

·Product quality

·Access and availability of products

·Product quality assurance processes

·Increased distribution and retail channels

Suppliers

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Supplier assessment and feedback

·Managing relationships

·Long term contracts

As needed

·Increased business

·Timely payments

·Friendly procurement processes

·Prompt payments

Government Institutions

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Filing returns

·Update on compliance

·Annual

·Quarterly

·Timely filing of returns and payments

·Foreign currency Earnings

·Tax and duty payments

·Compliance with state regulations

·Economic contribution

·Employment opportunities

·CEA and other regulatory compliance

Community

Method of Engagement

Frequency

Interests/ Expectations

Managing Expectations

·Local community employment

·Support Community Initiatives

·Sourcing from local farmers

As needed

·Employment opportunities

·Socio-economic support Support for community needs

·Recruit from local communities where possible

·Provide opportunities for local farmers

·Protecting the community from potential harm.



CORPORATE GOVERNANCE



Maharaja Foods PLC since listing in the C o l o m b o S t o c k E x c h a n g e h a s strengthened our governance initiatives, to p r o v i d e g r e a t e r a c c o u n t a b i l i t y, transparency and compliance towards building shareholder trust and confidence through operational integrity, ethical conduct, and long-term sustainability.

This section of the Annual Report outlines the Group's commitment to maintaining a transparent and accountable governance framework that supports responsible management and stakeholder confidence.

Governance Framework

The Board of Directors has taken a proactive role in upholding governance principles, ensuring compliance with established policies and frameworks, and adhering to all applicable legal and regulatory requirements.

Through well-defined internal controls and oversight mechanisms, the Board remains responsible for safeguarding the Group's interests and strengthening stakeholder trust.

Governance Structure

At Maharaja Foods PLC, the governance structure is designed to uphold the principles of transparency, accountability and effective oversight.

The Board of Directors has established a robust framework by appointing three dedicated committees that contribute significantly to the group corporate governance practices.

Board of Directors



Audit Committee

Remune-

-ration Committee

Related Party Transaction Committee



Regulatory

  • Companies Act No.7 of 2007,

  • Sri Lanka Accounting and Auditing Standards Act No.15 of 1995

  • Continued Listing Requirements of the Colombo Stock Exchange

  • The Shop and Office Employees Act No. 15 of 1954

  • Factories Ordinance No. 45 of 1942

  • Inland Revenue and other relevant acts

Internal Documents

  • Articles of Association

Voluntary Standards, Codes & Frameworks

  • Quality standard certifications obtained by companies

Key Governance Practices

  • Balance of power established with non-executive directors of who are independent

  • Annual evaluation of the effectiveness of the Board

Board Members

The Board of Directors of Maharaja Foods PLC comprises a diverse and highly experienced team that provides strategic leadership and effective oversight of the Group's operations.

Mr. Guganathan Vijayananth

Chairman

Executive, Non-Independent Director

Mr. Guganathan Vithyanath

Managing Director

Executive Non-Independent Director

Mrs. Thavamalar Guganathan

Executive Non-Independent Director

Mr. Seyed Rizwi Zain Mowlana

Executive Non-Independent Director

Mr. Mohamed Imran Furkan

Non-Executive Independent Director

Mr. Melanga Asiri Doolwala

Non-Executive Independent Director

Mr. Guganathan Gohulnath

Non-Executive Non-Independent Director

Board Members

Executive Non Independent Director

Non-Executive Independent Directors Non-Independent Non-Executive Directors

04

02

01

Gender Composition

Female

01

Male

06

Age Composition

Below 40

03

40 - 60

03

Above 60

01

Expertise

Legal

01

Marketing

02

Finance

01

Technical

01

Logistics and Management

01

Collectively, the Board brings a wealth of i ndustr y exper t i se, professional knowledge, and leadership experience that ensures the Group remains resilient and forward-looking.

Roles and Responsibilities of the Board of Directors

Chairman - The Chairman is responsible to the Board for the group performance and strategic initiatives.

The Chairman has authority and power in the decision-making and implementation processes.

Managing Director - The Managing Director is tasked with implementing strategic plans and driving performance within a defined framework.

As a member of the Board, the Managing Director is appointed by the Board and submits quarterly reports confirming compliance with regulatory requirements.

Appointing of Directors - The Group informs the Colombo Stock Exchange of any new director appointments to the Board.

This notification includes a brief resume of the director, detailing their expertise in r e l evant f unctional a r eas, o t her directorships, memberships on board committees, and the nature of the appointment.

Re-election of Directors - Directors, with the exception of those aged above 70 years, are selected by the Board and are subject to re-election by shareholders at the subsequent Annual General Meeting.

Independence of Non- Executive Directors - The independence of non-executive directors ensures impartial decision-making and compliance with r e g u l a t o r y s t a n d a r d s , f o s t e r i n g transparency and accountability within the Group.

Engagement with Shareholders - The Board recognizes its obligation to present a balanced and fair assessment of the Group financial standing, performance, and prospects, and is committed to full disclosure, with an emphasis on accuracy, relevance, and timeliness.

T h e G r o u p e n s u r e s r e g u l a r communication with shareholders through various channels to keep shareholders informed of the Group decisions and performance.

Shareholders also have access to the Group's Company Secretary who provide information and share suggestions that can be of value to the Board.

  • Annual General Meeting

  • Annual Report

Annually



  • Interim Financial Statements

  • Announcements to CSE

Quarterly



Company Secretar y - Company secretarial services are rendered by Chart Business Systems (Private) Limited.

The Company Secretary is responsible for organizing of meetings, distribution of board documents, minute-taking, and to ensure that submission of required filings are prepared and shared on time.

They are also tasked with providing guidance to directors concerning board protocols and legal obligations related to their roles.

The Company Secretary coordinates the Annual General Meetings, Extraordinary G e n e r a l M e e t i n g s , s h a r e h o l d e r communications, and disclosures to the C o l o m b o S t o c k E x c h a n g e . T h e appointment and dismissal of the Company Secretary is a decisions made collectively by the Board.

Board Committees - At Maharaja Foods P L C , c o m m i t m e n t t o c o r p o r a t e governance is demonstrated by the establishment of three important board committees.

Each committee operates with a defined focus, working collaboratively to address key facets of the operations and decisions.

Their collective expertise ensures that the company's governance practices are aligned with industry standards, fostering an environment of i n t egrity and responsible leadership.

The Board has established three primary committees to support its functions and responsibilities:

Audit Committee

Remuneration Committee

Related Party Transactions Review Committee

Accountability and Audit Committee -The Audit Committee reviews the financial statements and recommends the financial statements for approval by the Board. These reports are shared with the CSE and through the corporate website for public knowledge on a quarterly basis.

External Auditor - The External Auditor is appointed by the shareholders at the AGM. It is the responsibility of the Audit Committee to supervise the External Auditor's independence and objectivity. They also monitor the effectiveness of the audit process in line with relevant professional and regulatory requirements.

The Audit Committee would review assigning other functions and services that are of non-audit nature to External Auditors. Audit Committee determine the potential impairment of independence and objectivity of the External Auditor in carrying out his duties and responsi-

-bilities.

Annual General Meeting (AGM) -Shareholders participate the AGM to o b t a i n a n u n d e r s t a n d i n g o f t h e performance of the group as presented by the Chairman. Board members and Chairpersons of Board sub-committees are available at the AGM to respond to any shareholder queries and to address any concerns raised by the members.

Notice of the AGM, the Annual Report and Accounts and any other resolution together with the cor responding information that may be set before the shareholders at the AGM, are circulated to shareholders minimum 15 days prior to the AGM. Separate resolutions for each item of business, facilitating voting on each of such issue, separately. Voting procedures at the AGM are circulated to the shareholders in advance.

Audit Committee Refer to page 35 for Audit Committee Report

  • Mr. Melanga Asiri Doolwala (Chairman/ Independent, Non-Executive Director)

  • Mr. Mohamed Imran Furkan (Independent, Non-Executive Director)

  • Mr. Guganathan Gohulnath (Non-Independent,

Non-Executive Director)

  • Assist the Board in its oversight of the integrity of the Financial Statements of the Group, to assess the adequacy of the risk management framework of the Group,

  • Assess the independence and the performance of the Group external audit function and internal audit functions

  • Review compliance of the Group with legal and regulatory requirements.

Remuneration Committee Refer to page 40 for Remuneration Committee Report

  • Mr. Mohamed Imran Furkan (Chairman/Independent, Non-Executive Director)

  • Mr. Melanga Asiri Doolwala (Independent,

    Non-Executive Director)

  • Mr. Guganathan Gohulnath (Non-Independent,

Non-Executive Director)

  • Evaluates the remuneration payable to the Board and the Key Management Personal of the Group.

  • Ensures that the Board complies with the Companies Act in relation to Directors remunerations, especially the requirements of section 216.

  • Ensures that employees are adequately compensated based on their performance and contribution for the period under review and future potential.

  • Develop remuneration policy and remuneration framework that enables the Group to attract and retain staff in keeping with market rates.

Related Party Transaction Committee Refer to page 41 for RPTC Report

  • Mr. Melanga Asiri Doolwala (Chairman/Independent, Non-Executive Director)

  • Mr. Mohamed Imran Furkan (Independent, Non-Executive Director)

  • Mr. Guganathan Gohulnath (Non-Independent, Non-Executive Director)

  • Ensure that all related party transactions of the group are transacted on normal commercial terms.

  • Provide independent review, recommendation, and oversight of related party transactions to ensure such transactions are executed in a transparent manner.

  • Ensure they are conducted in compliance with applicable listing regulations.

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