Maxwell refiled IPO after meeting its three-year record

Maxwell Engineering Solutions Limited refiled its proposed small and medium enterprise initial public offering after withdrawing a 2025 BSE proposal because it lacked three full financial years of track record. Maxwell now cites a three-year record, Rs 15.19 crore of FY2026 operating profit excluding other income, and positive free cash flow to equity in FY2024 through FY2026 for its NSE Emerge proposal.

Why did Maxwell withdraw its 2025 BSE IPO proposal?

Maxwell withdrew its earlier BSE SME IPO filing on December 3, 2025 because it did not then meet the requirement for a track record of three full financial years. The company had filed the earlier draft red herring prospectus on September 30, 2025 with BSE Limited for a proposed listing of its equity shares on BSE's SME platform.

The shortfall reflected Maxwell's September 13, 2022 incorporation as Maxwell Engineering Solutions Private Limited. Maxwell said the company did not, at the December 2025 withdrawal date, meet the three-full-financial-year track-record requirement under the applicable Securities and Exchange Board of India, or SEBI, Issue of Capital and Disclosure Requirements Regulations, known as the ICDR Regulations.

Maxwell's disclosure identifies eligibility as the reason for the withdrawal, rather than an exchange rejection, market demand, valuation, or a capital-market ban. The company subsequently said it became eligible under the SEBI ICDR Regulations and filed a red herring prospectus for a proposed initial public offering, or IPO, on NSE Emerge, the SME platform of NSE Limited.

How does Maxwell now meet the NSE Emerge track-record tests?

Maxwell says it now meets the NSE Emerge eligibility conditions through its three-year track record, capital position, operating-profit record and positive free cash flow to equity. Under Regulation 229(3) of the SEBI ICDR Regulations, an issuer must meet the exchange's track-record or other eligibility conditions using restated financial statements prepared under the Companies Act, 2013 and restated under the SEBI ICDR Regulations.

Maxwell states that it has had a track record of at least three years as of its red herring prospectus, while its post-issue paid-up face-value capital will be below Rs 25 crore. The company reported paid-up capital of Rs 10.05 crore at the prospectus date, compared with the stated NSE Emerge capital range of more than Rs 10 crore and up to Rs 25 crore for the issue category described in the filing.

The company's net worth attributable to equity shareholders rose to Rs 27.92 crore at July 31, 2026 from Rs 24.87 crore at March 31, 2026, Rs 13.01 crore at March 31, 2025 and Rs 3.33 crore at March 31, 2024. Maxwell defines this measure as equity share capital plus reserves and surplus; at July 31, 2026, the total comprised Rs 10.05 crore of equity share capital and Rs 17.87 crore of reserves and surplus.

What operating-profit record does Maxwell cite for eligibility?

Maxwell reports operating profit of at least Rs 1 crore from operations in each of the three financial years ended March 31, 2024, March 31, 2025 and March 31, 2026. Its stated measure is earnings before interest, depreciation and tax, or EBIDT, excluding other income, and the company says the NSE Emerge condition requires at least Rs 1 crore in at least two of the three financial years preceding the application date.

The reported operating-profit measure increased from Rs 4.25 crore in FY2024 to Rs 11.69 crore in FY2025 and Rs 15.19 crore in FY2026. The FY2026 calculation began with profit before tax of Rs 14.40 crore, added Rs 1.07 crore of finance costs and Rs 1.03 crore of depreciation and amortisation, and deducted Rs 1.31 crore of other income.

The three-year comparison shows that Maxwell exceeded its stated Rs 1 crore threshold in all three years, rather than only the minimum two years. This result relies on the prospectus definition excluding other income: reported profit before tax was Rs 3.83 crore in FY2024, Rs 11.06 crore in FY2025 and Rs 14.40 crore in FY2026, while other income was deducted in each calculation.

What do Maxwell's cash-flow figures show about the eligibility claim?

Maxwell reports positive free cash flow to equity, or FCFE, in each of FY2024, FY2025 and FY2026, against its stated condition of positive FCFE in at least two of the immediately preceding three financial years. FCFE is the prospectus calculation of cash available to equity after operating cash flow, fixed-asset purchases, capital issuance, net borrowings and interest paid after tax adjustment.

FCFE was Rs 62.16 lakh in FY2024, Rs 63.62 lakh in FY2025 and Rs 1.21 crore in FY2026. For the period ended July 31, 2026, Maxwell reported FCFE of Rs 1.38 crore, based on Rs 3.91 crore of cash flow from operations, Rs 1.22 crore of net purchases of fixed assets, negative net borrowings of Rs 95.89 lakh and Rs 34.69 lakh of interest paid after tax adjustment.

Operating cash flow was positive in all three completed financial years, rising from Rs 3.58 crore in FY2024 to Rs 7.37 crore in FY2025 and Rs 7.48 crore in FY2026. However, fixed-asset purchases also increased from Rs 3.78 crore to Rs 12.48 crore and Rs 13.69 crore; positive FCFE therefore also reflected net borrowings of Rs 97.12 lakh, Rs 5.42 crore and Rs 8.13 crore, respectively.

What changed between the BSE filing and the proposed NSE Emerge listing?

The material change disclosed by Maxwell is the completion of the three-year track record that was absent when it withdrew the BSE proposal on December 3, 2025. The proposed exchange also changed from BSE's SME platform in the September 2025 filing to NSE Emerge, for which NSE issued an in-principle approval letter dated October 23, 2026 permitting use of its name in the red herring prospectus.

NSE's October 23, 2026 letter does not approve or certify the prospectus, and it does not assure that Maxwell's shares will list or continue to list. Maxwell's existing equity shares were not listed on any Indian stock exchange as of the red herring prospectus date, and NSE Emerge is identified as the designated stock exchange for the proposed issue.

The proposed IPO remains subject to Chapter IX of the SEBI ICDR Regulations. Maxwell says the issue will be 100% underwritten, with the book running lead manager required to underwrite at least 15% of total issue size, and that it will enter a market-making arrangement for at least three years after listing.

What conditions still apply to Maxwell's proposed IPO?

Maxwell says it will not use IPO proceeds, directly or indirectly, to repay loans from its promoter, promoter group or related parties. The company also says its entire funding requirement is to be met from IPO proceeds, based on internal management estimates that have not been appraised by a bank or financial institution.

The company confirms that at least 200 allottees are required for the proposed issue under Regulation 268 of the SEBI ICDR Regulations. If the number of allottees is below 200, Maxwell says application money must be refunded in accordance with the regulations and other applicable laws.

Maxwell also says neither it, its promoters nor its directors are debarred from capital markets, wilful defaulters, fraudulent borrowers or fugitive economic offenders. These are issuer confirmations relevant to Regulation 228 ineligibility conditions, separate from the financial and track-record conditions that caused the 2025 BSE withdrawal.

Conclusion

Maxwell's new NSE Emerge filing follows a disclosed eligibility change: the company moved from lacking three full financial years of track record at its December 3, 2025 BSE withdrawal to reporting a three-year record under its current filing. The financial disclosures show Rs 15.19 crore of FY2026 operating profit excluding other income, Rs 24.87 crore of net worth at March 31, 2026, and positive FCFE in FY2024, FY2025 and FY2026.

The next disclosed milestones are the remaining NSE Emerge and SEBI ICDR processes, including at least 200 allottees, 100% underwriting and a minimum three-year market-making arrangement after listing. NSE's October 23, 2026 in-principle permission allows use of the exchange's name, but does not certify the offer document or guarantee a listing.