Maxgrow India Ltd Directors Report

Dear Members of,

Maxgrow India Limited

In exercise of powers of the re-constituted Board of Directors of Maxgrow India Limited ("the Company"), the Erstwhile Resolution Professional ("ERF) drawing powers u/s 17 of IBC, 2016 and Section 39 of the Approved Resolution Plan the Board of Directors of the Company hereby presents the 32^nd Board Report on business and operations of the Company for the year ended March 31, 2025.

1. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Company have undergone Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("Insolvency Code") in terms of order dated June 04, 2021 passed by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench. Pursuant to initiation of CIRP, vide aforesaid order, the adjudicating authority appointed Shri Mayank Rameshchandra Jain, as an Interim Resolution Professional ("IRP") to carry the functions as mentioned under the Code and later on Committee of Creditors ("CoC") approved the appointment of Shri Mayank Rameshchandra Jain, the IRP as Resolution Professional ("RP"). As per the provisions of the Code, the management of affairs of the Company and powers of the Board of Directors of the Company were suspended and vested with the RP. The RP is being assisted in managing the day-to-day affairs of the Company by the existing erstwhile management team of the Company.

Under the CIRP, the resolution plan filed by M/s. PP Metallix Limited was submitted for consideration to the CoC in its meeting held on January 24, 2022. The Resolution Plan was passed by the CoC with majority of voting in favour of the resolution. Pursuant to the approval of the resolution plan in terms of the order of the NCLT dated December 06, 2023, then after the Monitoring Agency ("IMA") was constituted for the supervision of the implementation of the Resolution Plan and for the day-to-day operations and management of the Company and authorizing members to apply for various permissions/approvals to various authorities/agencies to implement Resolution Plan. The IMA is required and entitled to do all such acts, deeds and things including as may be desirable and expedient in order to implement and give effect to this Resolution Plan and supervise the management and operations of the Company, in a manner consistent with this Resolution Plan.

The Monitoring Agency was in office for part of the Financial Year to which this Corporate Governance Report primarily pertains. The mandate of the IMA was to manage the affairs of the Company as a going concern and supervise the implementation of the Resolution Plan. The IMA, at their Closing Meeting held on September 19, 2024, inter- alia, re-constituted the Board of Directors of the Company ("Reconstituted Board") and upon conclusion of this Meeting, the Monitoring Committee stood dissolved on December 10, 2024.

Upon successful implementation of the Resolution Plan, the following activities have been made in the Company, all of which were effective from December 20, 2024:

• Reconstitution of the Board of Directors of the Company and its Committees;

• Revocation of Power of Attorney/Authorizations issued before and during CIRP by the Company;

• Cancellation and Extinguishment of Equity Shares held by promoter and promoter group and public shareholders holding more than 1000 Equity Shares;

• Issuance of fresh equity shares to Metal Industrial Pte. Limited; and

• Re-classification of erstwhile promoter and promoter group as public shareholders.

2. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Income
Revenue from Operations	Nil	Nil	275,771.86
Other Income	Nil	0.74	Nil
Total Income	Nil	0.74	275,771.86
Expenses	474.97	12.46	270,741.59
Profit/ (Loss) before exceptional items	(474.97)	(11.72)	5,030,27
Share of Profit/ (Loss) of associates accounted for using equity method	27.29	Nil	27.29
Exceptional items	(2088.44)	Nil	(2088.44)
Profit/ (Loss) before tax	(2536.11)	(11.72)	2,969.12
Tax	Nil	Nil	Nil
Net profit / (loss) after tax	(2536.11)	(11.72)	2,969.12
Other comprehensive income	Nil	Nil	608.20
Total comprehensive income for the year	(2536.11)	11.72	3,577.32

a) Financial Performance - Standalone

The Company has no revenue from operations for the year ended March 31, 2025 and for the year ended March 31, 2024. Loss before tax stood at Rs. 2,536.11 Lakhs for the year ended March 31,2025 as against loss before tax Rs. 11.72 Lakhs for the year ended March 31, 2024.

b) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 2,75,771.86 Lakhs for the year ended March 31, 2025. Profit before tax stood at Rs. 2,969.12 Lakhs for the year ended March 31, 2025.

3. DIVIDEND

There is no recommendation of dividend on equity shares of the Company for the financial year under review.

4. TRANSFER TO RESERVES

No amount is proposed to transfer to reserves during the Financial Year 2024-25.

5. CHANGE IN SHARE CAPITAL

As a part of the implementation of the Resolution Plan approved by the Honble NCLT under Section 31 of the Insolvency and Bankruptcy Code, 2016, vide its order dated July 24, 2019 read with order dated September 4, 2019, the following changes have taken place in the share capital of your Company during the year under review:

Authorised Share Capital:

There is no change in the authorised share capital of your Company which was Rs. 20 Crore consisting of 4,00,00,000 equity shares of Rs. 5 each.

Issued and Paid-up Share Capital:

Pursuant to the implementation of Resolution Plan as approved by Honble NCLT:

• The Company cancelled and Extinguished of all Equity Shares held by promoter and promoter group and public shareholders holding more than 1000 shares (1001 and above).

• Allotment of 8,71,740 Fresh Equity Shares of face value of Rs. 5/- each to public shareholders holding 1,000 or fewer shares as of the record date, i.e., December 20, 2024.

• Allotment of 3,90,73,325 fresh equity shares of face value of Rs. 5/- each at a premium of Rs. 453 to Metal Industrial Pte Limited.

As on March 31, 2025, the total equity paid-up share capital of your Company was Rs. 19.97 Crore divided into 3,99,45,065 equity shares of Rs. 5 each fully paid-up.

6. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As part of the implementation of the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT) vide its order dated December 06, 2023, under Section 31 of the Insolvency and Bankruptcy Code, 2016, the Company has entered into a share swap arrangement with the Resolution Applicant. Pursuant to the said arrangement, the Company has acquired 100% stake in PP Metallix Limited, thereby making it a subsidiary of the Company and pursuant to the issuance and allotment of fresh equity shares to M/s Metal Industrial Pte. Limited (Singapore), the Company became a subsidiary of M/s Metal Industrial Pte. Limited (Singapore), which holds 97.82% of equity shares in the company with effect from December 23, 2024 and then after the new promoter/holding Company has transferred 5% shareholding from the new promoter Metal Industrial Pte Ltd. to the Identified Operational Creditors.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures in Form AOC-1 is annexed herewith as Annexure I.

7. MATERIAL CHANGES AND COMMITMENTS

During the financial year under review, the Company has been revived from the Corporate Insolvency Resolution Process (CIRP). Post revival, there have been no material changes or commitments that could affect the financial position of the Company. Further, no significant events have occurred between the end of the financial year and the date of this report which may have an impact on the Companys financials.

8. DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees, Investments and Securities provided covered under the provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements forming part of the Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC- 2 is not applicable.

The Companys policy on related party transaction which is available on the Companys website www.maxgrowindia.in

11. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to MUFG Intime India Private Limited ("MIIPL") with effect from December 31, 2024. MIIPL is now the RTA of the Company.

12. CORPORATE GOVERNANCE REPORT

Reports on Corporate Governance in accordance with SEBI (LODR) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report attached as Annexure II.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the provisions of Section 135 of the Companies Act, 2013; hence, no amount was required to be spent on Corporate Social Responsibility (CSR) activities.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report attached as Annexure III.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems commensurate with the size, scale, and complexity of its operations, ensuring orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, and accuracy and completeness of accounting records along with timely preparation of reliable financial information; pursuant to the implementation of the approved resolution plan, the Company has further strengthened its internal controls, processes, and compliance framework, and the effectiveness of these systems is reviewed periodically by the management.

16. RISK MANAGEMENT

The Company has in place a risk management framework to identify, assess, monitor, and mitigate various risks that may impact its operations and business objectives. Post implementation of the approved resolution plan, the Company has strengthened its risk management processes to ensure timely response to emerging risks and uncertainties. The management periodically reviews the key risks and takes appropriate measures to safeguard the interests of the Company and its stakeholders.

17. CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to its Directors and employees, laying down the standards of integrity, transparency, and ethical behavior. The Code aims to guide actions and decisions in the conduct of business and ensure compliance with applicable laws and regulations. The Directors and senior management affirm compliance with the Code of Conduct on an annual basis.

18. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website at www.maxgrowindia.in.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2024-25. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, NonExecutive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

As a part of the implementation of the Resolution Plan, the erstwhile board of directors of the Company were replaced with new board of directors with effect from September 19, 2024 and Monitoring Committee is responsible for the implementation of the Resolution Plan, in its meeting held on September 19, 2024, constituted the new board of the Company and appointed the new directors as under:

• Shri Rakesh Guda (DIN: 10755464) as an Additional Director (Non-Executive NonIndependent Director);

• Amarjit Kumar Shrivastav (DIN: 10773544) as an Additional Director (Independent Director);

• Laxman Medudula (DIN: 10773555) as an Additional Director (Independent Director);

• Pooja Pravin Keer (DIN: 10773555) as an Additional Director (Independent Director);

• Shri Shivkumar Ramsagar Pasi (DIN: 10869886) as an Additional Director (Managing Director);

The board of directors has recommended the appointment of all the directors in ensuing annual general meeting to members for their approval.

Since, as a part of the implementation of the Resolution Plan, the erstwhile board of directors of the Company were replaced with new board of directors, no director will retire by rotation at the ensuing annual general meeting of the Company pursuant to Section 152 and other applicable provisions of the Companies Act, 2013.

Key Managerial Personnel

During the year the Company has appointed Mr. Shivkumar Ramsagar Pasi as a Managing Director and Mr. Avinash Godse as Company Secretary and Compliance Officer on December 23, 2024.

Further, Mr. Avinash Godse, Company Secretary and Compliance Officer of the Company has resigned on July 19, 2025.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

22. COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

23. BOARDS EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

24. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company is in process to place a framework for Directors Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

25. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

26. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

27. COMPANYS REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration, which is available on the Companys website at www.maxgrowindia.in

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

iii. they have 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;

iv. they have prepared the annual financial statements on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to Meetings of the Board of Directors and SS-2, relating to General Meetings, have been duly followed by the Company.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Honble National Company Law Tribunal, Mumbai ("NCLT") by an order dated June 04, 2021 admitted the Corporate Insolvency Resolution Process ("CIRP") application filed by operational creditor and Mr. Mayank Jain (Registration No. IBBI/IPA-001/1P- PO1055/2017-2018/11748) had been appointed as Resolution Professional ("RP") for the Company wide order dated July 06, 2021 to conduct CIRP of Maxgrow India Limited.

Thereafter, the process under CIRP were conducted in accordance with the CIRP Regulations and Resolution Plan was approved on January 24, 2022 in the CoC meeting. The necessary Resolution Plan was filed with the Adjudicating Authority on February 28, 2022 and the same was approved by NCLT on December 06, 2023.

Except above, no other significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

31. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s ASAT & Associates (FRN: 130701W), Statutory Auditors of the Company, tendered their resignation on May 15, 2025. The Board of Directors placed on record its appreciation for the professional services rendered by them during their tenure.

Subsequently, on the same day, M/s R. B. Jain & Associates (FRN: 103951W) were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation, in accordance with the applicable provisions of the Companies Act, 2013.

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer.

b) Details in respect of frauds reported by auditors

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

c) Secretarial Auditor

The Board of Directors of the Company in its meeting held on April 03, 2026 has appointed M/s. Abhay Kumar Pal & Co., Practicing Company Secretaries, to carry out the Secretarial Audit for previous five financial year started from April 01, 2020 to March 31, 2025. The Secretarial Audit Report issued by M/s. Abhay Kumar Pal & Co., for the financial year ended March 31, 2025, is annexed as "Annexure IV" forming part this Report;

The remarks given by the Company on the observations of the Secretarial Audit Report of the Company as given in the Secretarial Audit Report is self-explanatory.

Management Reponses: The Management has taken note of the observations and qualifications made by the Secretarial Auditor. The delays and non-compliances were primarily due to the ongoing implementation of the Resolution Plan and transition in management during the period under review. The Company is in the process of strengthening its compliance framework and internal controls to ensure timely and proper adherence to all applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, and other applicable laws. Necessary steps have been initiated to regularize the pending compliances, and the Management is committed to avoiding such instances in future.

Furthermore, pursuant to the provisions of Regulation 24A(1)(b) of the Listing Regulations and as required under Section 204 of the Act and Rules thereunder, on the recommendation of the Audit Committee and the Board of Directors it is proposed to appoint M/s. BYG & Associates, Company Secretaries in Practice, (ICSI Unique Code: 5780/2024) as Secretarial Auditors of the Company for a period of five years beginning from FY 2025-26 till FY 2029-30 subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

d) Internal Auditors:

During the financial year under review the Company has not appointed Internal Auditor and not carried Internal Audit in accordance with Section 138 of the Companies Act, 2013. However, the Company is in the process of identifying a prospective firm of Chartered Accountant for appointment as the Internal Auditor. The proposed appointment shall be made on the recommendation of the Audit Committee and the Board of Directors.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

33. ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the annual return is made available on the website of the Company at www.maxgrowindia.in.

34. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure V, which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are also forms part of this Report.

35. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

36. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere gratitude to all stakeholders for their support and cooperation during and after the Corporate Insolvency Resolution Process (CIRP). The Board places on record its appreciation for the Honble NCLT, the Resolution Professional, Committee of Creditors, financial and operational creditors, employees, and all business partners for their valuable contribution.

The Directors also thank the shareholders, customers and suppliers for their continued trust and confidence in the Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
Date: 05/05/2026	Shivkumar Ramsagar Pasi	Rakesh Guda
Place: Mumbai	Managing Director	Additional Director
	DIN. 10869886	DIN. 10755464