Maximus International Ltd Directors Report.

To,

Dear Members,

Your Directors take pleasure in presenting the 6th Annual Report of Maximus International Limited, the "Company" on business and operations of Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2021.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2021, on a Standalone and Consolidated basis is summarized below:

(Rs. in Lakh)

Particulars Standalone basis Consolidated basis
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 470.18 498.64 5247.06 3074.43
Other Income 84.06 104.09 64.96 125.44
Total income 554.24 602.73 5312.02 3199.87
Cost of materials consumed 3403.08 2174.80
Purchase of stock - in - Trade 363.41 384.37 363.41 384.37
Changes in inventories to finished goods and stock in trade (0.43) 42.74 (148.67)
Employee benefits expense 34.52 36.16 431.89 168.48
Finance Cost 20.27 28.70 116.00 70.07
Depreciation and amortization expense 25.74 22.13 125.96 47.93
Other expenses 71.62 57.86 433.81 196.09
Total expenses 515.14 529.22 4916.88 2893.07
Profit /(Loss) before Tax 39.10 73.51 395.13 306.80
Less: Tax Expenses
Current Tax 12.54 19.43 32.08 19.43
Deferred Tax 0.86 (2.70) 8.54 16.72
Excess or short provision of earlier years 1.30 1.30
Net profit/(loss) for the year 24.40 56.78 353.22 270.65
Other Comprehensive income / (loss) (net of tax) (89.11) 16.77 (119.49) 9.04
Total Comprehensive income / (loss) for the year (64.71) 73.55 233.72 279.69

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

Operational Highlights

The Company is engaged in the business of importing and exporting lubricant oils, different types of base oils and other chemical products used mainly in the Automobile Industry, Power Industry and Metal manufacturing among others. The Company acts as a Merchant Exporter and Sourcing Company with a niche focus on lubricants & base oils and also started trading in plastic additives used for master batch and certain agro related products.

Companys two wholly owned subsidiaries Viz: Maximus Global FZE (Sharjah-UAE) & MX Africa Limited (Nairobi-Kenya) having production facilities, engaged in manufacturing of lubricant oils, various base oils and chemical products.

Standalone Financial Performance

Revenue from operations on a standalone basis for the current year is Rs. 470.18 Lakhs as against Rs. 498.64 Lakhs in the previous year.

Net profit for the current year is Rs. 24.40 Lakhs as against Rs. 56.78 Lakhs in the previous year.

Earnings per share stood at Rs. 0.19 on face value of Rs. 10 each.

Consolidated Financial Performance

Revenue from operations on a consolidated basis for the current year is Rs. 5247.06 Lakhs as against Rs. 3074.43 Lakhs in the previous year.

Net Profit for the current year is Rs. 353.22 Lakhs as against Rs. 270.65 Lakhs in the previous year.

Earnings per share stood at Rs. 2.48 on face value of Rs. 10 each.

Effects of COVID -19 on the business of the Company

As we are aware, year 2020 and 2021 have witnessed major effects of COVID 19s spread on society and the global economy. Many countries witnessed major problems resulting in partial (in some cases complete) lock-downs, thereby hampering production, supply and employment. However, our team has taken key steps in mitigating most of these challenges.

Teams across functions and countries confronted challenges posed by the pandemic with such resilience, agility and responsiveness that would make you proud. Be it partial or complete lockdown, the teamwork was precise. Complying with local laws and protocols, production planning and execution ensured meeting customers requirements, be it small or big. Supply Chain Team ensured adequate availability of Resources to facilitate production, filling, packing and logistics. Be it Human Resources Management or Customer Relationship Management or Creditors Management or Stakeholders Management, new lessons were learnt, and appropriate strategies were adopted.

While the pandemic induced business downturns and economic slowdown reduced the demand and increased the vulnerability of supply chain as well as Forex fluctuations, our Teams ensured a decent performance amidst such chaos with complete support and understanding with all customers and stakeholders. The goodwill created in such testing times will ensure and facilitate higher growth in the coming years. During this unprecedented year, we continued to prioritize the health and wellbeing of our employees through multiple safety measures. We have ensured continuation of services of all employees, allowed them to work from home whenever required, kept their personal revenue stream flowing without any interruption and ensured that their morale was kept high. The relationship with our Supply Chain Partners saw a new high, which would enable us to pursue the growth path that we envision in coming years. The challenge proved to be a blessing, in disguise, to have found new partners too in this sphere, which is an asset. These new partnerships also enabled us to make our supply chain flexible, countering challenges faced by lack of supplies.

Finally, during the year under review, there was no material change in the nature of business of the Company. Further, there were no significant and material order passed by the regulators, courts or tribunals impacting the going concern status and Companys operations in future. Our stronger than ever financial position and balance sheet secured stakeholders interest to invest for sustainable growth and long term value creation of business.

03. MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

04. DIVIDEND

The Management has considered it prudent to plough back the profits into the business in view of proposed working capital requirement for future growth prospects as such your Directors have decided not to recommend any dividend for the year.

05. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2021, the Company does not propose to carry any amount to Reserve Account.

06. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company and its subsidiaries are prepared in accordance with Section 133 and other applicable provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with Auditors Report thereon form part of this Annual Report.

07. SHARE CAPITAL

During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential rights during the year.

08. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

09. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Director liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Managing Director of the Company retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer himself for re-appointment.

Re-appointment of Managing Director

The prevailing 5 (five) year term of Mr. Deepak Raval (DIN: 01292764) as a Managing Director of the Company which commenced from 7th October, 2016 shall expire on 6th October, 2021. Based on the recommendation of the Nomination and Remuneration Committee, the Board approved re-appointment of Mr. Deepak Raval as a Managing Director, liable to retire by rotation for a further term of 5 (five) years w.e.f. 7th October, 2021 without any remuneration, who is currently Whole time Director and Company Secretary of Optimus Finance Limited, which is Holding Company. The Board recommends his reappointment to the shareholders.

Independent director

The Board, through Circular Resolution dated 05.10.2020 appointed Mr. Murali Krishnamoorthy (DIN: 06929357) as Additional Director in the category of non-executive Independent Director with effect from 12th October, 2020 who holds office upto the conclusion of the 6th AGM of the Company. Based on the recommendation of the Nomination and Remuneration Committee and considering his knowledge, expertise and experience, the Board recommends to the shareholders for his appointment at the ensuing AGM for a second term of 5 (five) consecutive years with effect from 12th October, 2020 to 11th October, 2025.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company as on 31st March, 2021:

• Mr. Deepak Raval - Chairman & Managing Director

• Mr. Paresh Thakkar - CFO & Whole time Director

• Ms. Dharati Shah - Company Secretary

There was no change in Key Managerial Personnel during the year under review.

10. MEETINGS

The details of the number of Board Meetings and meetings of various Committees are given in the Annexure: 1 Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The formation and term of reference of various Committees are also given in the Corporate Governance Report.

The requisite certificate from M/s. H. M. Mehta & Associates, Practicing Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

11. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.maximusinternational.in/policies.html

13. DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2021 the applicable accounting standards have been followed and there are no material departures;

ii) they 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 of the Company for that period;

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 accounts for the Financial Year ended 31st March, 2021 on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such financial controls are adequate and 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.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 of the Companies Act, 2013 relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, no transaction with related parties was in conflict with the interests of the Company. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for the noting and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature. The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website. The web link for the same is http://www.maximusinternational.in/policies.html The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is annexed herewith as Annexure: 2 to this report.

16. AUDITORS

16.1 STATUTORY AUDITORS

M/s. CNK & Associates, LLP, Chartered Accountants, Vadodara were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting (AGM) held on 15th September, 2016 i.e. up to the conclusion of the AGM to be held in relation to the financial year ending on 31st March, 2021. The Board of Directors at its meeting held on 18th June, 2021 has approved the proposal for reappointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration. No. 101961W/W-100036) as Statutory Auditors of the Company for a second term of 5 (five) years from the conclusion of the 6th Annual General Meeting (AGM) until the conclusion of 11th AGM of the Company to be held in relation to the financial year ending on 31st March, 2026. M/s. CNK & Associates, LLP have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board, based on the recommendations of the Audit Committee has resolved to place the proposal of reappointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration. No. 101961W/W-100036) as Statutory Auditors for a second term of 5 (five) years i.e. from the conclusion of 6th AGM until the conclusion of 11th AGM of the Company to be held in relation to the financial year ending on 31st March, 2026 before the Members for their approval.

16.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2021. The Secretarial Audit Report is annexed herewith as Annexure: 3.

16.3 INTERNAL AUDITORS

M/s. D. P. Consultancy, Accounts Consultants has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Secretarial auditors report contain following qualification, reservation or adverse remark as follows:

1. The Company had yet not filed form FC-GPR in relation to issue and allotment of equity shares to NonResident Indians in its public issue (on 27th March, 2017) and bonus issue (on 28th February, 2019) respectively.

2. The composition of Board was not compliant of Regulation 17(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 01st July, 2020 to 16th August, 2020 as number of Directors was less than 6 (Six) and in this respect penalty imposed by the BSE Limited (BSE) was deposited by the Company.

Management Reply:

1. In relation to filing of Form FC-GPR in respect of public issue and bonus issue of shares, the Company was under the impression that the Non-Resident Indians in its maiden public issue and bonus issue of shares had applied on Non-Repatriation basis. However, the Company has approached the concerned Agencies and sought necessary information related to these NRI Applicants and accordingly, the Company will take suitable action for reporting to the RBI.

2. The Company appeared in the BSE list of top 2000 listed Companies w.e.f 31.03.2020 based on market capitalization as at the end of the immediate previous financial year i.e. 31.03.2020 which requires the company to have six directors on the Board. As we are aware, our country was put in complete lock down due to Corona Pandemic which was lasted on 17.05.2020 and none of the offices were allowed to work in the country during that period. In compliance of Governments lockdown directions to prevent and contain the spread of Novel Corona virus (COVID-19), our office also was remain closed. We put in our efforts to carry on work from home wherever possible but searching a suitable person for the position of a Director being a material decision, the same took considerable time and hence, there was a delay in appointing a Director on the Board so as to increase the total no of directors up to six (6) to comply for top 2000 listed Companies.

However, we have appointed a Director so as to comply with the provisions of the SEBI LODR related to the composition of the Board of the Company for the quarter ending on September 30, 2020 and that the Company has made payment of fines for Non-Compliance with Regulation 17(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 26.11.2020.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companics Act, 2013 are given in the Notes to the Financial Statements forming part of Annual Report.

19. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in the prescribed format is available at http://www.maximusinternational.in/investors.html

20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure: 4 of the Annual Report. The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any sexual harassment complaint/s during the period under review. A copy of the said policy is available on the website of the Company. The web link for the same is http:// www.maximusinternational.in/policies.html

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure: 5.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism and adopted a vigil mechanism policy for its directors and employees in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. This policy is posted on the website of Company. The web-Link for the same is http://www.maximusinternational.in/ policies.html

28. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

29. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is presented in Annexure: 6 and the same is for the part of this report.

31. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Business Responsibility Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

32. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2021, your Company has following Subsidiaries / Step down Subsidiaries.:

1. Maximus Global FZE - Wholly owned Subsidiary - in Sharjah - UAE

2. MX Africa Limited - Wholly owned Subsidiary - in Nairobi - Kenya

3. Maximus Lubricants LLC - Step down Subsidiary in RAK - UAE (Subsidiary of Maximus Global FZE)

4. Quantum Lubricants (E.A.) Limited - Step down Subsidiary - in Nairobi - Kenya (Subsidiary of MX Africa Limited) There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 . There has been no material change in the nature of the business of the Subsidiaries / Step down Subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial performance of Subsidiaries / Step down Subsidiaries in Form AOC-1 is furnished in Annexure: 7 and attached to this report.

33. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 6th Annual General Meeting of the Company including the Annual Report for Financial Year 2020-21 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

34. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks and statutory authorities and other agencies associated with the Company during the period under review.

For and on behalf of the Board
For Maximus International Limited
Deepak Raval
Place: Vadodara Chairman & Managing Director
Date: 18.06.2021 DIN: 01292764