Maks Energy Solutions India Ltd Directors Report

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Oct 16, 2026|03:57:14 PM

Maks Energy Solutions India Ltd Share Price directors Report

The Board of Directors of your Company is pleased to present the 16th Annual Report along with the Audited Financial Statements of MAKS Energy Solutions India Limited ("the Company") for the financial year ended 31st March 2026.

FINANCIAL PERFORMANCE:

The summarized standalone results of your Company are given below.

(Amount in lakhs)

Particulars Financial Year 31-03-2026 Financial Year 31-03-2025
Total Income 5,433.61 6,674.91
Total Expenses 5,327.89 6,578.15
Profit/(Loss) Before Tax 89.85 73.74
Less: Tax Expenses
Current tax 23.94 20.85
Deferred tax (0.42) (0.84)
Short Provision for Income Tax for earlier year (0.16) (1.43)
Profit/(Loss) for the Period 66.48 55.16

1. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Revenue from Business Operations is Rs. 5,407.78 Lakhs as compared to the previous year of Rs. 6,648.16 Lakhs The Net Profit of the Company stands at Rs.66.48 Lakhs as compared to the previous year profit of Rs.55.16 Lakhs. The Earnings per Share is Rs. 0.96 as compared to the previous EPS of Rs. 0.80.

2. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, both as substituted by the Companies (Amendment) Act, 2017 with effect from 28 August 2020, the Annual Return of the Company for the financial year 2025-26 in Form MGT-7 prescribed under Rule 11(1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.maksgenerators.com/annual-return.php

3. TRANSFER TO RESERVE

Company has not proposed to transfer any amount to the General Reserve.

However, the closing balance of the retained earnings of your Company as on 31st March 2026, after necessary provisions in the Statement of Profit and Loss a sum of Rs 66.48 Lakhs has been carried forward as the Balance in Profit and Loss Account, (Previous year Rs 55.16 Lakhs).

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

In order to retain profits for the future years, the Board of Directors of the company do not recommend any dividend for the financial year 2025-26.

6. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDSince there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORTNo material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2025-26 to which these financial statements relate and the date of this report.

9. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. CHANGES IN SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. The authorised share capital of the Company as on 31 March 2026 is 8,00,00,000 divided into 8000000 equity shares of 10 each, and the issued, subscribed and paid-up equity share capital is 6,93,47,900 divided into 6934790 equity shares of 10 each.

The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or convertible securities during the year, nor has it undertaken any buy-back of securities.

11. RELATED PARTY TRANSACTIONS

The summary of related party transaction in Form AOC-2 is enclosed as Annexure IV.

12. FIXED DEPOSITS

Your Company has not accepted any deposits from public, Therefore, details relating to deposits covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

13. DEPOSITORY SERVICES

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INEOCDK01019

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

14. CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Ketan Harishchandra Shah resigned from the position of Non-Executive Director of the Company with effect from December 29, 2025. The Board expressed its deep gratitude for his sincere efforts and valuable contribution towards the well-being and sustainable growth of the Company during his tenure.

The Board of Directors of the company is duly constituted and has a combination of Executive, Non-Executive and Independent Directors including one woman director. Based on the disclosures as received by the Directors of the company, pursuant to provisions of Section 164(2) of the Companies Act, 2013, none of the Directors of the Company are found to be disqualified.

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Apart from the cessation of Mr. Ketan Harishchandra Shah as a Non-Executive Director with effect from 29 December 2025, there was no change in the Directors or the Key Managerial Personnel of the Company during the year under review. The Company has throughout the year complied with Section 203(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as to the appointment of whole-time key managerial personnel

After the above changes during the year, the Board of Directors and KMP as on 31st March 2026 is as follows:

Sr. No Name of the Director Designation
1. Mr. Sourabh Mahendra Shaw Managing Director
2. Mr. Mahendra Madhairam Shaw Whole-time Director
3. Ms. Swati Sourabh Shaw Non-Executive Director
4. Mr. Shubham Bhutra and Independent Director
5. Ms. Usha Toshniwal Independent Director
6. Ms. Priti Singrodia Independent Director
7. Mr. Nikhil Badrila Agrawal Chief Financial Officer
8. Mr. Vishal Nandu Nadhe Company Secretary & Compliance Officer

15. MEETINGS OF THE BOARD OF DIRECTORS

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2025-26, the Board meets at regular intervals to discuss and review the business operations.

The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under review, the Board met Four times, namely on May 29, 2025; September 3, 2025; November 8, 2025; and February 14, 2026.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr. No. Name of the Directors Number of Board meeting Entitled to Attend Number of Board meeting Attend
1 Mr. Sourabh Mahendra Shaw 4 4
2 Mr. Mahendra Madhairam Shaw 4 4
3 Ms. Swati Sourabh Shaw 4 4
6. Mr. Ketan Harishchandra Shah 3 1
7. Mr. Shubham Bhutra 4 4
8. Ms. Usha Toshniwal 4 4
9. Ms. Priti Singrodia 4 4

16. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015

(hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.

17. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

17. SEPARATE MEETINGS OF INDEPENDENT DIRECTORSAs stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non-Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 20th March 2026 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

18. BOARD COMMITTEES

18. BOARD COMMITTEESYour Company has in place all the Committees mandated by the provisions of the Companies Act, 2013 that apply to it. Regulations 18 to 21 of the SEBI (LODR) Regulations, 2015 do not apply to the Company by virtue of Regulation 15(2)(b) thereof.

Currently, there are two Committees of the Board, namely:

Audit Committee Nomination and Remuneration Committee

19. AUDIT COMMITTEE

Pursuant to changes in Board as mentioned in clause No.14, the Audit Committee was reconstituted. The Audit Committee composition satisfies Section 177(2) of the Companies Act, 2013, comprising three directors of whom the Independent Directors form a majority, and all members are able to read and understand financial statements.

The Composition of the Audit Committee as on 31st March 2026 is as follows:

Member Designation Nature of Directorship

Mr. Shubham Bhutra and

Chairperson

Independent Director

Ms. Priti Singrodia Member Independent Director
Mr. Sourabh Mahendra Shaw Member Managing Director

During the year under review, the Audit Committee met four times, on May 29, 2025; September 3, 2025; November 8, 2025; and February 14, 2026.

20. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted under Section 178(1) of the Companies Act, 2013 The composition of the Committee as on 31 March 2026 is as follows:

Member Designation Nature of Directorship
Mr. Shubham Bhutra and Chairperson Independent Director
Ms. Priti Singrodia Member Independent Director
Ms. Swati Sourabh Shaw Member Director

During the year under review, the Nomination & Remuneration Committee met once on March 20, 2026. All recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of the Board are discussed and key action areas for the Board, Committees and Directors are noted. During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31st March, 2026 was conducted by the Board. The Independent Directors carried out annual performance evaluation of the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from the respective Committees. A consolidated report was shared with the Chairman of the Board Meeting held on 20th March 2026 for his review and feedback was given to each Director.

22. CORPORATE SOCIAL RESPONSIBILITY

22. CORPORATE SOCIAL RESPONSIBILITYThe Company does not meet any of the thresholds specified in Section 135(1) of the Companies Act, 2013, namely net worth of ?500 crore or more, turnover of ?1,000 crore or more, or net profit of ?5 crore or more during the immediately preceding financial year. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or to formulate a Corporate Social Responsibility Policy, and the provisions of Section 135 and of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to it.

23. DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had 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 of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 of the Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. CODE OF CONDUCT

24. CODE OF CONDUCTThe Board has adopted the Policy on Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Companys Website https://www.maksgenerators.com/corporate-governance.php

25. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION:

25. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION:The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

the said policy is available on the Companys Website. Website Link: https://www.maksgenerators.com/corporate-governance.php.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2025-26, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.maksgenerators.com/corporate-governance.php.

27. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

The Risk Management Policy is available on the website of the Company at https://www.maksgenerators.com/corporate-governance.php.

28. HUMAN RESOURCES:

The Company regards its human resources as one of its most valuable assets and continues to invest in attracting, retaining, and developing talent on an ongoing basis. A range of initiatives and programs focused on employee engagement, professional growth, and overall well-being are actively implemented to foster a positive work environment. The Company places strong emphasis on nurturing internal talent by offering opportunities through job rotation, job enlargement, and career development programs. These efforts promote a culture of continuous learning, innovation, and growth, thereby strengthening organizational capability and long-term sustainability.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report. Annexure I.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant or material order passed by any regulator, court, or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations infuture.

31. STATUTORY AUDITOR AND AUDIT REPORT:

The appointment of M/S. BDSP and Associates, Chartered Accountants (Firm Registration No. 138198W), as the Statutory Auditors of the Company, was approved by the Members at the Annual General Meeting held on September 25, 2025, to hold office from the conclusion of the 15th Annual General Meeting of the Company until the conclusion of the 20 Annual General Meeting of the Company, in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have issued their report on the financial statements of the Company for the financial year ended March 31, 2026. The said Auditors Report contains the following qualification(s):

Qualification I

The Company has trade receivables aggregating to Rs. 460.91 Lakhs outstanding for a substantial period ranging from approximately 2 to 3 years as at the balance sheet date. In our opinion, considering the ageing of such receivables and in the absence of sufficient appropriate audit evidence regarding their recoverability, the Company is required to make appropriate provision towards impairment / expected credit loss on such receivables.

However, the Company has not recognized any provision for bad and doubtful debts against the aforesaid receivables.

Consequently, trade receivables, total assets and shareholders funds are overstated by Rs. 460.91 Lakhs and the loss for the year is understated / profit for the year is overstated by the said amount.

Managements views to Audit Qualification I

The Management acknowledges the auditors observation regarding trade receivables amounting to Rs. 460.91 Lakhs outstanding for 2 to 3 years. These balances primarily relate to certain major customer accounts against which the Company has initiated active recovery measures.

Out of the total outstanding amount, receivables of approximately Rs. 290 Lakhs are under legal proceedings and, based on legal advice received, the Management believes the Company has a strong case with likely favorable outcome. Further, receivables of Rs. 32 Lakhs are disputed by the customer post-shipment, and the Company is exploring appropriate recovery mechanisms including legal remedies.

For the remaining balances, the Company is in continuous follow-up and discussions with the concerned parties, and progress has been observed in recovery efforts during Q4 FY 2025-26. Considering the ongoing legal and recovery proceedings, the Management is presently unable to reliably estimate the amount of provision, if any, required against such receivables. Accordingly, the Management believes that no provision is presently warranted and the matter will continue to be reviewed periodically based on the outcome of recovery efforts and legal proceedings.

Qualification II

The Company has advances to vendors aggregating to Rs. 82.43 Lakhs which have remained outstanding for a prolonged period ranging from approximately 1 to 3 years as at the balance sheet date. Further, based on the information and explanations made available to us, the said parties are not regular suppliers of the Company and no significant/material transactions have been undertaken with such parties during the year.

In the absence of sufficient appropriate audit evidence regarding recoverability, adjustment or realization of such advances, in our opinion, the Company is required to appropriately write off / provide for the said balances in the Statement of Profit and Loss in accordance with the applicable accounting principles generally accepted in India.

However, the Company has not written off / provided for the aforesaid advances. Consequently, Other Current Assets / Loans and Advances, total assets and shareholders funds are overstated by Rs. 82.43 Lakhs and the profit for the year ended March 31, 2026 is overstated by the said amount.

Reply Managements views to Audit Qualification II With respect to the observation regarding vendor advances aggregating to Rs. 82.43 Lakhs outstanding for a prolonged period, the Management clarifies that these advances were made towards procurement of materials in the ordinary course of business.

Due to unforeseen circumstances, the materials could not be supplied within the expected timelines. However, the Company continues to maintain regular communication with the concerned vendors, who have confirmed their willingness to adjust the advances against future supply of materials/orders. Accordingly, the Management believes that the said advances are recoverable and no provision or write-off is presently considered necessary. The balances are being continuously monitored and appropriate action, if required, will be taken in future based on recoverability assessment.

32. REPORTING OF FRAUD BY AUDITORS

During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needs to be reported to the Board under Section 143(12) of the Companies Act, 2013.

33. INTERNAL AUDITOR

For the financial year 2026-27, the Company at the Board Meeting held on 27th May 2026 appointed M/s. Rajeev Jain and Company, Chartered Accountants (FRN No: 162807W) as Internal Auditors of the Company

For the financial year 2025-26 the report of Internal Auditor was issued by M/s. MGW & Associates, Chartered Accountants (FRN No: 145659W) and the same has been reviewed by audit committee. The Internal Auditor has been appointed pursuant to Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of the Companies (Accounts) Rules, 2014, which applies to every listed company.

34. SECRETARIAL AUDITOR

The Board, appointed M/s. Riteek Baheti & Associates, Practising Company Secretaries (Peer Review Certificate No. 2677/2022), as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended 31 March 2026, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 is annexed as Annexure II and forms part of this Report.

35. COST AUDITOR

The Company is not required to appoint a Cost Auditor for the financial year 2025-26, its overall turnover not exceeding the threshold of 100 crore prescribed by Rule 4(1)(ii) of the Companies (Cost Records and Audit) Rules, 2014 for products falling within Table B (non-regulated sectors) thereof. Maintenance of cost records under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the said Rules is / is not applicable to the Company, and such records, where applicable, have been made and maintained.

36. EVENTS OCCURRED AFTER AUDIT PERIOD

There were no material events or circumstances occurring after the end of the audit period and up to the date of this report that require adjustment to or disclosure in the financial statements.

37. LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Company has not given any loan, provided any guarantee or security, or made any investment falling within the ambit of Section 186 of the Companies Act, 2013.

Particulars of loans, guarantees and investments, if any, are given in the notes to the financial statements.

38. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has formulated Policy on Materiality of Related Party Transactions which is also available on the Companys website at https://www.maksgenerators.com/corporate-governance.php. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified by the FinanceDepartment and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The details of Related Party Transactions entered by the company for the Financial Year ended 31st March 2026 are mentioned in Form AOC-2 is mentioned in a separate Annexure IV.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO

As required under Section 134(2)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, The details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are mentioned in a separate Annexure V which is a part of this report.

40. STATEMENT ON DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Statement on Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned separately as Annexure III to this report. The statement containing the names of the top ten employees in terms of remuneration drawn, required by Section 197(12) read with Rule 5(2) and Rule 5(3) of the said Rules, forms part of this Report and is set out at Annexure III. No employee of the Company was in receipt of remuneration in excess of the limits prescribed in Rule 5(2)(i) to (iii) during the year under review.

41. CORPORATE GOVERNANCE REPORT

The Company has listed its specified securities on the SME (EMERGE) platform of the National Stock Exchange of India Limited. Accordingly, pursuant to Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V do not apply to the Company, and no separate Corporate Governance Report is annexed to this Report. The Management Discussion and Analysis Report required by Regulation 34(2)(e) read with paragraph B of Schedule V, and the disclosures required by paragraphs A and F of Schedule V, are not covered by that exemption and are given elsewhere in this Annual Report.

42. COMPLIANCE WITH SECRETARIAL STANDARDSThe Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with the applicable provisions of the same during the year under review.

43. INSIDER TRADING

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting Trade by Designated Persons ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website, https://www.maksgenerators.com/corporate-governance.php.

44. AFFIRMATIONS AND DISCLOSURES

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years

There has been no instance of non-compliance by the Company, and no penalty or stricture has been imposed on the Company by the Stock Exchange, SEBI or any statutory authority on any matter related to capital markets during the last three financial years.

b. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: No such instance found during the year under review.

45. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

All employees, whether permanent, contractual, temporary or trainees, are covered under this policy. In terms of Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025 with effect from 14 July 2025, the following details are furnished for the financial year 2025-26: (a) number of complaints of sexual harassment received during the year: NIL; (b) number of complaints disposed of during the year: NIL and (c) number of cases pending for more than ninety days: NIL

46. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

During the period under review the Company is in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

47. APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVANCY AND BANKRUPCY CODE (2016) DURING THE YEAR ALONG WITH THE STATUS AS AT THE END OF FINANCIAL YEAR During the year under review, there were no instances of any applications made or any proceedings pending under the Insolvency and Bankruptcy Code (2016).

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there arises no instances for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions.

49. DEPOSITS NOT IN COMPLIANCE WITH CHAPTER V OF THE ACT: In terms of Rule 8(5)(v) of the Companies (Accounts) Rules, 2014, there are no deposits accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

50. INDEPENDENT DIRECTORS:

50. INDEPENDENT DIRECTORS:Independent Directors of the Company have registered themselves with, and their names appear in, the data bank maintained by the Indian Institute of Corporate Affairs in terms of Section 150(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and have complied with the online proficiency self-assessment test requirement or are exempt from it.

51. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

51. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.

52. CAUTIONARY STATEMENT

52. CAUTIONARY STATEMENTThis report contains forward-looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

53. ACKNOWLEDGEMENT

53. ACKNOWLEDGEMENTThe Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Maharashtra, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

MAHENDRA MADHAIRAM SHAW
WHOLE TIME DIRECTOR
DIN:03142749

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.