Maitri Enterprises Ltd Directors Report

Previous year figures have been regrouped/reclassified, wherever necessary, to correspond with the current year Rs.s classification/disclosure.

The Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with the Rules made thereunder.

2. STATE OF THE COMPANY Rs.S AFFAIRS AND BUSINESS PERFORMANCE

During the year under review, the Company recorded Standalone Total Income of 3,270.00 Lakhs as compared to 2,866.18 Lakhs in the previous financial year. The Standalone Profit after Tax stood at 81.52 Lakhs as compared to 30.02 Lakhs in the previous year.

On a consolidated basis, the Company recorded Total Income of 3,371.55 Lakhs as compared to 2,870.45 Lakhs in the previous financial year and Profit after Tax of 60.43 Lakhs as compared to 16.88 Lakhs in the previous year.

During FY 2025-26, the Company continued to operate principally in the areas of pharmaceutical trading and works contract/infrastructure and real-estate related activities. The Statutory Auditors have also identified revenue from construction/works contracts and pharmaceutical trading as the principal revenue streams of the Company.

The Company continues to focus on strengthening its operating performance, execution capabilities and prudent financial management.

3. TRANSFER TO RESERVES

The Board of Directors has decided to retain the profits of the Company for the financial year under review in the Retained Earnings. Accordingly, no amount is proposed to be transferred to any specific reserve for the financial year ended March 31, 2026.

4. DIVIDEND

In order to conserve the resources of the Company for its business and future requirements, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no amount of unpaid or unclaimed dividend which was required to be transferred to the Investor Education and Protection Fund pursuant to the provisions of Section 125 of the Act.

6. SHARE CAPITAL

During the financial year 2025-26, there was no change in the Authorised Share Capital or the issued, subscribed and paid-up equity share capital of the Company.

As at March 31, 2026: Authorised Share Capital: 5,00,00,000 divided into 50,00,000 Equity Shares of 10 each.

Issued, Subscribed and Paid-up Share Capital: 4,40,00,000 divided into 44,00,000 Equity Shares of 10 each, fully paid-up.

The capital structure is unchanged from the preceding financial year.

7. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Subsequent to March 31, 2026 and up to the date of this Report, the following significant developments have taken place:

Mr. Uddesh Jain, Company Secretary and Compliance Officer, resigned from the Company with effect from the close of business hours on April 30, 2026.

At its meeting held on August 12, 2026, the Board noted and accepted the resignation of M/s. SJV & Associates, Practising Company Secretaries, as Secretarial Auditors of the Company and appointed M/s. Nisarg Sharma & Associates, Practising Company Secretaries, to fill the casual vacancy and conduct the Secretarial Audit for FY 2025-26. The Board also appointed Ms. Rajshree Jain as Company Secretary and Compliance Officer of the Company with effect from August 12, 2026.

Except as stated above, there were no material changes and commitments affecting the financial position of the Company between March 31, 2026 and the date of this Report.

9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As at March 31, 2026, the Company had one wholly owned subsidiary, BSA Marketing Private Limited. The Company did not have any associate company or joint venture during the year under review.

During FY 2025-26, BSA Marketing Private Limited reported a loss after tax of approximately 21.05 Lakhs. The salient features of the financial statements of the subsidiary are set out in Form AOC-1 annexed to this Report as Annexure A.

10. BOARD OF DIRECTORS

Composition and changes during the year:

During the year under review, the Board was duly constituted in accordance with the applicable provisions of the Companies Act, 2013.

The following change in the composition of the Board took place during FY 2025-26:

Mr. Harishkumar Ishwarlal Motwani (DIN: 09243591) ceased to be an Independent Director of the Company with effect from November 14, 2025. On the same date, Mr. Bharat Ramjibhai Sisodia (DIN: 11327540) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company. The regularisation and appointment of Mr. Bharat Ramjibhai Sisodia as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from November 14, 2025 up to November 13, 2030, is being placed before the Members for approval at the ensuing Annual General Meeting.

Director retiring by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Rameshlal Ambwani (DIN: 03054773) retires by rotation at the ensuing 35th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The requisite particulars of the Director seeking re-appointment are provided in the Notice convening the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received the requisite declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the applicable Rules made thereunder.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency necessary for effectively discharging their duties and responsibilities.

The Board further confirms that Mr. Bharat Ramjibhai Sisodia, who was appointed during the year as an Additional Director in the category of Non-Executive Independent Director, possesses the requisite qualifications, experience, expertise and integrity for his role on the Board.

11. KEY MANAGERIAL PERSONNEL

During the financial year ended March 31, 2026, the Key Managerial Personnel of the Company comprised:

Mr. Kirtan Yogeshbhai Panchal ceased to be the Company Secretary and Compliance Officer and Mr. Uddesh Jain was appointed as the Company Secretary and Compliance Officer with effect from May 2, 2025.

Subsequent to the close of the financial year, Mr. Uddesh Jain resigned with effect from April 30, 2026 and Ms. Rajshree Jain (Membership No. A80535) was appointed as Company Secretary and Compliance Officer with effect from August 12, 2026.

12. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2026, Eight (8) Meetings of the Board of Directors were held on: May 2, 2025; May 30, 2025; June 30, 2025; August 14, 2025; September 5, 2025; November 14, 2025; November 24, 2025 and February 12, 2026.

The intervening gap between the Meetings was within the period prescribed under Section 173 of the Act and Secretarial Standard-1 ("SS-1").

13. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met separately on May 30 2025 without the presence of Non-Independent Directors and members of management and, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company; and the quality, quantity and timeliness of flow of information between the management and the Board.

14. ANNUAL PERFORMANCE EVALUATION

Pursuant to Section 134(3)(p) and other applicable provisions of the Companies Act, 2013, the Board carried out an annual evaluation of its own performance, the performance of its Committees and that of individual Directors.

The evaluation was carried out on the basis of appropriate criteria including composition and structure of the Board and Committees, effectiveness of Board processes, participation and contribution of Directors, quality of deliberations, domain knowledge, independence of judgement and fulfilment of responsibilities. The Independent Directors separately evaluated the performance of the Chairman, the Non-Independent Directors and the Board as a whole.

The Directors expressed satisfaction with the evaluation process.

15. DIRECTORS Rs. RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; e. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively; and f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established internal financial controls commensurate with the size, nature and complexity of its operations. The internal control systems provide reasonable assurance regarding orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company periodically reviews the effectiveness of its internal financial controls and undertakes appropriate measures for strengthening the control environment wherever required. At the Group level, the matter relating to monitoring and assessment of recoverability of certain long-outstanding trade receivables of the subsidiary company has been addressed under the section "Auditors and Audit Reports" above.

17. AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Company has duly constituted an Audit Committee.

During the year under review, the composition underwent a change consequent upon cessation of Mr. Harishkumar Ishwarlal Motwani and appointment of Mr. Bharat Ramjibhai Sisodia.

As at the date of this Report, the Audit Committee comprises:

During FY 2025-26, the Audit Committee met four (4) times on May 30, 2025, August 14, 2025, November 14, 2025 and February 12, 2026. All recommendations made by the Audit Committee during the year were accepted by the Board.

18. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013.

As at the date of this Report, the Committee comprises:

During the financial year, the Committee met two (2) times, on November 14, 2025 and February 12, 2026. The Company has formulated a Nomination and Remuneration Policy laying down the criteria for determining qualifications, positive attributes and independence of Directors and matters relating to remuneration of Directors, Key Managerial Personnel and other employees in accordance with Section 178 of the Act.

The Policy is available on the website of the Company at www.maitrienterprises.com.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee in accordance with Section 178 of the Companies Act, 2013.

As at the date of this Report, the Committee comprises:

During the year, the Committee met on June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026. The Committee oversees matters relating to investor services and redressal of shareholder grievances.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/Whistle Blower Policy for its Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud or violation of the Company Rs.s Code of Conduct.

The mechanism provides adequate safeguards against victimisation and provides for direct access to the Chairman of the Audit Committee in appropriate cases.

The policy is available on the website of the Company.

21. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has a framework for identification, assessment, monitoring and mitigation of various business, operational, financial and regulatory risks.

The Board periodically reviews the significant risks associated with the operations of the Company and the measures implemented for mitigation thereof.

In the opinion of the Board, there are presently no risks which threaten the existence of the Company.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans given, guarantees or securities provided and investments made by the Company during the year, as applicable, are disclosed in the relevant Notes forming part of the Standalone Financial Statements.

The Company is separately seeking approval of the Members at the ensuing Annual General Meeting pursuant to Section 186(3) of the Act for an additional aggregate limit of 200 Crore over and above the limits prescribed under Section 186(2) of the Act.

23. PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no deposits which were not in compliance with the requirements of Chapter V of the Act.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions entered into by the Company during the year have been disclosed in the Notes forming part of the Financial Statements in accordance with the applicable accounting standards.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and required to be disclosed pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in e-Form AOC-2, annexed to this Report as Annexure B.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at: www.maitrienterprises.com

26. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the applicability criteria prescribed under Section 135(1) of the Companies Act, 2013 for the financial year under review.

Accordingly, the provisions relating to constitution of a Corporate Social Responsibility Committee and CSR expenditure were not applicable to the Company during FY 2025-26.

27. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Dinesh R. Thakkar & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 102612W) are the Statutory Auditors of the Company and continue to hold office in accordance with the terms of their appointment.

Standalone Auditor Rs.s Report

The Statutory Auditors have expressed an unmodified opinion on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026.

Accordingly, there is no qualification, reservation, adverse remark or disclaimer in the opinion on the Standalone Financial Statements requiring explanation or comments from the Board.

Consolidated Auditor Rs.s Report

The Statutory Auditors have expressed a qualified opinion on the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

The qualification and the Board Rs.s response thereto are set out below:

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

The FY 2025-26 Standalone Auditor Rs.s Report expressly records that no fraud or material fraud by or on the Company was noticed or reported during the year.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Members of the Company at the 34th Annual General Meeting had appointed M/s. SJV & Associates, Practising Company Secretaries, as Secretarial Auditors of the Company.

Subsequent to the close of the financial year, M/s. SJV & Associates resigned as Secretarial Auditors of the Company with effect from August 12, 2026. The Board of Directors, at its meeting held on the same date, appointed M/s. Nisarg Sharma & Associates, Practising Company Secretaries, to fill the vacancy arising from such resignation and to conduct the Secretarial Audit of the Company for FY 2025-26.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report in Form MR-3 issued by M/s. Nisarg Sharma & Associates for the financial year ended March 31, 2026 is annexed to this Report as

Annexure C.

The observations contained in the Secretarial Audit Report and the Board Rs.s responses thereto are set out below:

Further, the Board has recommended the appointment of M/s. Nisarg Sharma & Associates, Practising Company Secretaries, as Secretarial Auditors of the Company for a term of five consecutive financial years from FY 2026-27 to FY 2030-31, subject to approval of the Members at the ensuing Annual General Meeting.

30. COST RECORDS AND COST AUDIT

The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the nature of activities carried on by the Company.

Accordingly, maintenance of cost records and appointment of a Cost Auditor are not applicable to the Company. The same position has also been confirmed by the Statutory Auditors in their CARO Report.

31. INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013 read with the applicable Rules, M/s. Talreja & Talreja, Chartered Accountants, acted as Internal Auditors of the Company for FY 2025-26.

Subsequent to the year-end, the Board at its meeting held on August 12, 2026 appointed CA Bunty Rajkumar Talreja, Chartered Accountant (Membership No. 139683) as Internal Auditor of the Company for FY 2026-27.

32. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed as Annexure D.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India and mandated under Section 118(10) of the Companies Act, 2013.

34. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the corporate governance provisions contained in Regulations 17 to 27 and the corresponding provisions of Regulation 46 specified therein were not applicable to the Company during the year under review.

Accordingly, a separate Corporate Governance Report is not required to be included in the Annual Report.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the applicable provisions relating to constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as amended, the details of complaints relating to sexual harassment during FY 2025-26 are as follows:

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, to the extent applicable to the Company during the year under review.

37. DEMATERIALISATION OF SHARES

As at March 31, 2026, 32,26,460 Equity Shares, representing approximately 73.33% of the total issued, subscribed and paid-up equity share capital of the Company, were held in dematerialised form through National Securities Depository Limited and Central Depository Services (India) Limited.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

A. Conservation of Energy

C. Foreign Exchange Earnings and Outgo Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

During the year under review, no significant or material order was passed by any Regulator, Court or Tribunal which would impact the going concern status of the Company or its operations in future.

40. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year ended March 31, 2026, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

50. ONE-TIME SETTLEMENT AND VALUATION

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

51. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as

Annexure E.

52. INDUSTRIAL AND EMPLOYEE RELATIONS

The Company maintained cordial relations with its employees during the year under review. The Board places on record its appreciation for the contribution, commitment and support extended by the employees of the Company.

53. INSURANCE

The assets and properties of the Company are adequately insured to the extent considered appropriate having regard to the nature of assets and operations of the Company.

54. LISTING OF EQUITY SHARES

The Equity Shares of the Company continue to be listed on BSE Limited under Scrip Code 513430.

The Company has generally complied with the applicable provisions of the SEBI Listing Regulations during the year under review, subject to the observations contained in the Secretarial Audit Report forming part of this Annual Report.

55. OTHER DISCLOSURES

The Directors further state that during the year under review:

(a) the Company did not issue Equity Shares with differential voting rights; (b) the Company did not issue Sweat Equity Shares;

(c) the Company did not issue shares to employees under any Employee Stock Option Scheme; (d) there was no buy-back of securities; (e) there was no public issue, rights issue or preferential issue of securities; (f) no significant proceedings were pending under the Insolvency and Bankruptcy Code, 2016; and (g) no Managing Director or Whole-time Director of the Company received any remuneration or commission from its subsidiary.

56. ANNEXURES FORMING PART OF THE BOARD Rs.S REPORT

The following Annexures form an integral part of this Board Rs.s Report:

57. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the continued support and cooperation received from the Company Rs.s customers, suppliers, bankers, business associates, shareholders, regulatory authorities and other stakeholders.

The Board also places on record its appreciation for the commitment and contribution of the employees of the Company at all levels.