Maharashtra Corporation Ltd Directors Report

OPERATING & FINANCING PERFORMANCE

The Income from Operations for the financial year stood at Rs. 4.50 Lakhs as against Rs. 155.00 Lakhs in the previous financial year. The Company incurred a loss after tax of Rs. 36.62 Lakhs during the year as against a profit after tax of Rs. 8.73 Lakhs in the previous financial year. The Company is actively exploring alternative revenue streams and business opportunities with a view to enhancing profitability and maximizing value for its shareholders.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND

In view of the loss incurred during the financial year, the Board of Directors has not recommended any dividend for the year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount to reserves during the year under review.

CAPITAL STRUCTURE

The paid-up equity share capital as on March 31, 2026, was Rs. 6,208.71 Lakhs. During the year, there were no public issues, rights issues, bonus issues, preferential issues, or any other form of share issuance. Additionally, the company did not issue shares with differential voting rights or sweat equity shares.

During the year the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

SUBSIDIARY / JOINT VENTURES / ASSOCIATES

The Company does not have any Subsidiaries, Joint Ventures, or Associate Companies.

EXTRACTS OF ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Companys website at www.mahacorp.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; - the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; - the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; - the Directors have prepared the Annual Accounts for the financial year ended March 31, 2026 on a going concern basis; - the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of the process for safeguarding the assets of the Company, review of operational efficiency and effectiveness of systems and processes, and assessing the internal control in all areas.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board and Key Managerial Personnel as on the date of this Report is as follows:

Key Managerial Personnel

(1) Mr. Tilokchand Kothari - Chairperson & Executive Director (2) Mr. Ravi Kumar Rajak - Chief Financial Officer & Executive Director (3) Mr. Amandeep - Chief Executive Officer (4) Mr. Rakesh Kothari - Company Secretary & Compliance Officer

Non-Executive, Independent Directors

(1) Mr. Madhubala Vaishnav (2) Mr. Kuldeep Kumar (3) Ms. Anju Pareek

Non-Executive, Non-Independent Directors

(1) Mr. Vikasjeet Singh

During the financial year 2025-26, Ms. Hardika Solanki ceased to be the Company Secretary and Compliance Officer with effect from May 30, 2025. Ms. Meenu Sharma served as Company Secretary and Compliance Officer up to December 23, 2025. Mr. Rakesh Kothari was appointed as Company Secretary and Compliance Officer, designated as Key Managerial Personnel, with effect from May 23, 20226. Mr. Dhruv Hitesh Ajani ceased to be a Director during the year on retirement. Mr. Vikasjeet Singh (DIN: 11228402) was appointed as an Additional Director (Non-Executive, Non-Independent) with effect from August 12, 2025 and was subsequently regularised as a Director by the Members at the 43rd Annual General Meeting held on September 30, 2025.

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Tilokchand Kothari, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The details relating to the above re-appointment form part of the Notice convening the ensuing Annual General Meeting.

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year, 08 (Eight) Board Meetings were held on the following dates:

1. 28.05.2025 2 . 0 6 . 0 6 3. 26.06.2025 4 . 1 1 . 0 8 5. 08.09.2025 6 . 1 2 . 1 1 7. 23.12.2025 8 . 1 0 . 0 2

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on February 10, 2026, inter alia, to discuss: - Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; - Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. - Evaluation of the quality, content and timelines of the flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Bhatter & Associates, Chartered Accountants (Firm Registration No. 131411W), were the Statutory Auditors of the Company for the financial year 2025-26 and have issued their report on the Audited Financial Statements for the year ended March 31, 2026. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Riddhi Kishor Trivedi, Chartered Accountant, Membership No. 611547, as the Statutory Auditor of the Company from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting, subject to approval of the Members at the ensuing Annual General Meeting.

During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 which is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Audit

The Members at the 43rd Annual General Meeting held on September 30, 2025 approved the appointment of M/s. Kirti Sharma & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30. M/s. Kirti Sharma & Associates have conducted the Secretarial Audit for the financial year ended March 31, 2026 pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report for FY 2025-26 is annexed herewith and marked as Annexure - I to this Report.

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 read with the applicable rules are not applicable to the Company for the year under review.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013.

[I] Mandatory Committees (a) Audit Committee

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board.

The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit

During the year under review, the Audit Committee met 4 (Four) times to deliberate on the various matters. The Meetings were held on May 28, 2025, August 11, 2025, November 12, 2025, February 10, 2026.

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include the identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Directors performance, formulation of Remuneration Policy to include recommendations of remuneration for Directors, Key Managerial Personnel and Senior Management.

During the year under review, the Nomination and Remuneration Committee met 2 (Two) times to deliberate on various matters. The Meetings were held on June 06, 2025 and February 10, 2026.

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for Selection and Appointment of Directors, Senior Management and their remuneration. This Policy inter alia includes:

(i) Criteria of Selection of Non-Executive Directors

In case of Appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis a vis the Company so as to enable the Board to discharge its function and duties effectively.

(j) Remuneration

Pursuant to the resolution passed at the Board Meeting held:

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee of the Company pursuant to Section 178 of the Companies Act, 2013.

The meeting of stakeholders was held on February 10, 2026.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees and Directors to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of Employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. Pursuant to the requirements of the Act, the Company has established a vigil mechanism for its Directors and Employees under the supervision of the Audit Committee. A Whistle Blower Policy setting out the vigil mechanism is already in place in your Company.

RISK MANAGEMENT POLICY

The Management has put in place an adequate and effective system for the purposes of risk management. In the opinion of the Board, there are no elements of risk which may threaten the existence of the Company.

The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually, including the Chairman of the Board, as well as the evaluation of the Committees of the Board. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

ORDERS PASSED BY THE REGULATORS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”).

The Company is not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26, the number of complaints of sexual harassment received was Nil, the number of complaints disposed of was Nil and the number of complaints pending for more than ninety days was Nil. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, to the extent applicable.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO

During the period under review, there were no Foreign Exchange Earnings or outflows.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Disclosures with respect to the Remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement containing particulars of Employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure “II” and form part of this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with the Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, as applicable, are disclosed in the audited financial statements and notes forming part of this Annual Report. The Company had financial loan assets and investments outstanding as at March 31, 2026; accordingly, the earlier Nil statement has been removed.

DEPOSITS

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there were no deposits which were not in compliance with the requirements of Chapter V of the Act.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT AND VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution and accordingly, disclosure relating to the difference between the amount of valuation at the time of one-time settlement and the valuation done while taking loan is not applicable.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradable compulsorily in Electronic Form and the Company has established connectivity with both the Depositories in the country, i.e., NSDL and CDSL. In view of the various advantages offered by the Depository System, Members are requested to avail of the facility of dematerialization of the Companys shares on either of the aforesaid Depositories.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. A copy of the Certificate of Compliance thereof is annexed herewith and marked as Annexure ‘III.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in Securities by the Directors and Designated Employees of the Company. The Board is responsible for the implementation of the Code.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report forms part of this Annual Report and is attached as Annexure - IV.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, the provisions for Corporate Social Responsibility are not applicable to the Company.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements formulated by the Securities and Exchange Board of India (SEBI), the CEO/CFO certification has been submitted to the Board and a copy thereof is annexed herewith and marked as Annexure ‘V.

ACKNOWLEDGEMENT