Your Directors have immense pleasure in presenting 34th Annual Report, on the business and operations of the Company togetherwith Audited Financial Statements for the Financial Year Ended on March 31, 2025.
The operating results of the Company for the year ended on March 31, 2025 are briefly indicated below:
FINANCIAL RESULTS
Standalone
Consolidated
2024-25
2023-24
Revenue from Operations
2861.72
1834.64
2865.99
1901.22
Other Income
4.46
26.43
12.93
Total Income (Net)
2866.18
1861.07
2870.45
1914.15
Total Expenditure (Excluding Depreciation)
2709.06
1844.30
2725.68
1949.63
Gross Profit/(Loss)
157.12
16.77
144.77
(35.48)
Less:
Depreciation
6.54
5.13
7.39
6.21
Exceptional Items
(104.41)
Provision for Taxation/Tax Expense
Current Tax
(7.25)
(4.52)
Deferred Tax
9.07
0.21
9.13
0.30
Short / (Excess) Provision of Income Tax of Previous Years
(17.97)
0.68
0.95
Extra Ordinary Items
-
Profit/ (Loss) after Tax
30.02
8.01
16.88
(44.95)
Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year'sclassification /disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rulesnotified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.
The Company has achieved total net sales of Rs.2866.18 Lakhs (standalone) and Rs.2870.45 Lakhs (Consolidated) during the year asagainst Rs.1861.07 Lakhs (Standalone) and Rs.1914.15 Lakhs (Consolidated) in the previous year. The Company has gained Profit aftertax of Rs.30.02 Lakhs (Standalone) as against Rs.8.01 Lakhs (Standalone) in the previous year. The Company has gained Profit after taxduring the year of Rs.16.88 Lakhs (Consolidated) The Company has incurred loss Rs. (44.95) Lakhs (Consolidated) in the previous year.The directors of the Company are confident to have better future performance.
The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has nottransferred any amount to Reserves for the year ended March 31,2025.
In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.
During the Financial Year 2024-25, there is no change in the Authorized Share Capital of the Company, and it stood at Rs. 5,00,00,000/-divided into 50,00,000 equity shares of Rs. 10/- (Rupees Ten only) each.
During the Financial Year 2024-25, there is no change in the Company's issued, subscribed, and paid-up equity share capital.
As on March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 4,40,00,000/- divided into44,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid-up.
During the year under review, there is no change in the nature of business of the Company.
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financialyear to which these financial statements relate and the date of this report.
Name of Directors
Designation
Category
No. of BoardMeetingheld duringthe year
No. of BoardMeetingattendedduring the year
Attendance atLast AGM
Mr. Rameshlal Ambwani
Chairman & Director
Promoter
Non-Executive
6
Yes
Mr. Jaikishan Ambwani
Managing Director
Promoter Executive
Mrs. Sarla Ambwani
Director
Mr. Deepak Ambwani
Mr. Rakesh Lakhwani
Non¬Executive Independent
Mr. Harish Motwani
The Board has not made any inductions or cessations during the Year.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rameshlal Ambwani Bullchand (DIN: 02427779) is liable toretire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directorsrecommend his reappointment.
Mr. Rakesh S Lakhani (DIN:08516146) and Mr. Harishkumar Ishwarlal Motwani (DIN: 09243591) are the Independent Director ofthe Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteriaof independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the timebeing in force).
The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertiseand they hold highest standards of integrity.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard /Committee of the Company.
Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performanceevaluation of its own performance, performance of the Chairman, the Committees and independent Directors withoutParticipation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates theperformance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separatemeeting without the presence of any non-independent directors and management and considered and evaluated the Board'sperformance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. TheBoard had also separately evaluated the performance of the Committees and independent directors without participation of therelevant director.
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at theensuing Annual General Meeting is annexed to the notice convening 34th Annual General Meeting.
During the Financial Year 2024-25, the following are the key Managerial Personnel of the Company:
1. Mr. Jaikishan Ambwani, Managing Director
2. Mr. Alpesh Patel, Chief Financial Officer
3. Ms. Bijal Nareshbhai Thakkar, Company Secretary & Compliance Officer (upto 14th November, 2024)
4. Mr. Kirtan Yogeshbhai Panchal, Company Secretary & Compliance Officer (w.e.f. 12th February, 2025)
Ms. Bijal Nareshbhai Thakkar has resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 14thNovember, 2024. Further, Mr. Kirtan Yogeshbhai Panchal is appointed as a Company Secretary & Compliance Officer of the Companyw.e.f 12th February, 2025.
The Board of Directors duly met Six (6) times on 01/04/2024, 30/05/2024, 07/08/2024, 14/08/2024, 14/11/2024 and 14/02/2025 in respectof said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintainedfor the purpose.
Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board asa whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposesevaluates the performance of all the Directors, Committees and the Board as a whole. The Board considers the recommendation madeby Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties moreeffectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They alsoevaluated the manner in which the information flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at theirseparate meeting. The Directors expressed their satisfaction with the evaluation process.
The Independent Directors met on 07/02/2024 to discuss the performance evaluation of the Board, Committees, Chairman and theindividual Directors and the quorum was present throughout the meeting.
The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of theChairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity andtimeline of flow of information between company management and Board.
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that werereasonable 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 andof the profit of the Company for the year under review.
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system wasadequate and operating effectively.
The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. TheBoard has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to theCompany's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures etc. The management is taking further steps tostrengthen the internal control system.
The Company has one wholly owned Indian material unlisted Subsidiary company i.e. BSA Marketing Private Limited. A statementcontaining the salient features of financial statement of our subsidiary in the prescribed format AOC-1 as "Annexure-A" is appended tothe financial statements of the Company.
However, the Company does not have any joint venture and associate companies during the year under review.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act,2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirementfor furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
The board hereby states that during the year no independent directors have been appointed however the existing independentdirectors possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act and their names areincluded in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 ofthe Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year underreview form parts of the Note No. 3B & 3C of the Financial Statements provided in this Annual Report.
In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, theAnnual Return of the Company shall be available on the website of the Company at www.maitrienterprises.com
The Company has entered and executed any related party transactions during the year under were on an arm's length basis and in theordinary course of business.
The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as "Annexure B"
The Policy on materiality of related parties' transactions and dealing with related parties as approved by the Board may be accessed onyour Company's website at www.maitrienterprises.com
The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore,the company has not constituted CSR committee.
Statutory Auditor
The Present Auditors of the Company are M/s Dinesh R. Thakkar & Co., Chartered Accountants, Ahmedabad (Firm Registration No.:102612W) were appointed as the Statutory Auditors of the Company for a period of 4 years from the 34th Annual General Meeting to theconclusion of the 38th Annual General Meeting of the Company.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointmentof Statutory Auditors is not required to be ratified at every Annual General Meeting.
There are qualifications, reservations or adverse remarks in the Audit Report of M/s. Dinesh R. Thakkar & Co., Statutory Auditors for theFinancial Year Ended 31st March, 2025.
Sr.
No.
Details of Audit Qualification
Type of AuditQualification
Auditor's Comments
1.
We observed that out of total trade payables amounting Rs.416.56 lakhs asat March 31, 2025, there have been outstanding for more than three yearsamounting Rs. 81.57 lakhs. However, in the absence of direct confirmations orother sufficient appropriate audit evidence as required under SA 500 - AuditEvidence and SA 505 - External Confirmations, to support the validityand existence of these balances, we are unable to determine whether anyadjustment is necessary.
Qualified opinion
We do not have anyadditional commentson the above-mentioned points apartfrom those alreadycovered in our report.
2.
We observed that out of total trade receivables amounting Rs.230.06 lakhs asat March 31,2025, we were unable to obtain sufficient and appropriate auditevidence regarding trade receivables amounting to Rs. 52.33 lakhs which havebeen outstanding for a period exceeding three years. However, the companydid not provide such confirmations nor any alternative audit evidence tosubstantiate the balance as required under SA 500 - Audit Evidence and SA505 - External Confirmations. The absence of such confirmations, particularlyfor receivables outstanding for such an extended period, raises concernsregarding the accuracy, existence, and recoverability of the stated balances.Consequently, we were unable to determine whether any adjustments might benecessary in respect of these trade receivables and their corresponding impacton the financial statements.
3.
The Company's inventory includes items amounting to Rs. 73.96 lakhs which isnon-moving stock items for a period exceeding one year. As per the principlesof inventory valuation under lnd AS 2- "lnventories" and in accordance with SA501 - Audit Evidence - Specific Considerations for Selected Items, such non¬moving items require assessment for impairment or obsolescence. However, themanagement has not provided us with adequate audit evidence such as ageinganalysis, technical evaluation, future usability assessment, or specific plans fordisposal/use of such inventory to support the carrying value of these items as atthe balance sheet date. Accordingly, we were unable to determine whether anyadjustment is required to the carrying value of such inventories.
During the year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are qualifications or reservations oradverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do call for any comments under Section 134of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.
During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail isrequired to be disclosed under Section 134 (3) (ca) of the Act.
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014, the Board has Appointed M/s. SJV & Associates, Practising Company Secretaries having Membership No. F13510 and Certificateof Practice No. 10836 as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2025-26 UptoFinancial Years 2029-30.
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report fromPracticing Company Secretary. M/s. SJV & Associates, Practising Company Secretaries had been appointed to issue Secretarial AuditReport for the Period ended on March 31, 2025. Secretarial Audit Report issued by M/s. SJV & Associates, Practising Company Secretariesfor the year ended on March 31, 2025 in Form MR-3 attached and marked as Annexure "C" for the period under review, forms partof this report.
The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3)of the Companies Act, 2013.
The Board, on the recommendation of Audit Committee, has re-appointed M/s. SJV & Associates, Firm of Practicing Company Secretaries,Ahmedabad as Secretarial Auditor of the Company for the financial year 2024-25.
As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act,2013, is not required by the Company and accordingly such accounts and records are not made and maintained.
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the CompaniesAct 2013, has appointed M/s Talreja & Talreja, Chartered Accountants as an Internal Auditor of the Company.
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the ListingRegulations is given as an Annexure "D" to this report.
Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the AuditCommittee during the Financial Year 2024-25 and other relevant matters as under:
Name of the Member
Number ofmeeting held
Number ofmeetingattended
Mr. Harish kumar Ishwarlal Motwani
Chairman
Independent Director
4
Member
Promoter, Non-Executive
Mr. Rakesh S Lakhani
The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further duringthe period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
The broad terms of reference of the Audit Committee are as under:
• Reviewing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financialstatement is correct, sufficient and credible
• Recommending the appointment, remuneration and terms of appointment of external Auditor.
• Review and monitor the auditor's independence and performance and effectiveness of audit process.
• Approval or any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Monitoring the end use of funds raised through public offers and related matters.
• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results beforesubmission to the Board.
• Reviewing periodically the adequacy of the internal control system.
• Discussions with Internal Auditor on any significant findings and follow up there on.
During the financial year ended on 31st March 2025, the Audit Committee met Four (4) times on 30/05/2024, 14/08/2024, 14/11/2024,and 14/02/2025.
> The composition of the Committee is as under:
Number ofmeetingsheld
Number ofmeetingsattended
Mr. Harishkumar Ishwarlal Motwani
Non Executive, Independent
2
Promoter, Non- Executive
During the Financial Year 2024-25, the Members of Nomination and Remuneration Committee met two (02) times on 14/11/2024and 12/02/2025.
The broad terms of reference of the Nomination and Remuneration Committee are as under:
• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;
• Devising a policy on Board diversity;
• Formulation of Remuneration policy;
• Review the structure, size and composition of the Board;
• Identifying and selection of candidates for appointment as Directors;
• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;
• Formulation of criteria for evaluation of Independent Directors and the Board.
Policy on Directors' Appointment & Remuneration
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policysetting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remunerationof Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company's official website at www.maitrienterprises.com
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.
The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act,2013 the Members of the Committee are:
Number ofmeetings held
Number ofmeetings attended
Promoter, Non Executive Director
Mr. Rakesh Lakhani
Non-Executive, Independent
The broad terms of reference of the Stakeholders Relationship Committee are as under:
1. Oversee and review all matters connected with the transfer of the Company's securities.
2. Monitor redressal of investors' / shareholders' / security holders' grievances.
3. Oversee the performance of the Company's Registrar and Transfer Agents.
4. Recommend methods to upgrade the standard of services to investors.
5. Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendmentor modification as may be applicable.
During the year, Four (04) meetings of committee was held on 30/06/2024, 30/09/2024, 31/12/2024 and 31/03/2025.
No. of Complaints pending as on 1st April, 2024
Nil
No. of Complaints identified and reported during Financial Year 2024-25
8
No. of Complaints disposed during the year ended 31st March, 2025
No. of pending Complaints as on 31st March, 2025
All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered withSEBI at the end of the current financial year ended on 31st March, 2025 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2025.
Ms. Bijal Nareshbhai Thakkar is the Compliance Officer of the Company for the above purpose till 14th November, 2024.
Mr. Kirtan Yogeshbhai Panchal is the Compliance Officer of the Company for the above purpose from 12th February, 2025.
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors andemployees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of theCompany's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the AuditCommittee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequatesafeguards to employees and Directors against victimization.
The said policy is also available on the website of the Company at www.maitrienterprises.com.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexedhereto marked as 'Annexure E' and forms part of this report.
The Company does not have any Risk Management Policy or any statement concerning development and implementation of riskmanagement policy of the company as the elements of risk threatening the Company's existence are very minimal.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirmsCompliance with the applicable requirements of Secretarial Standards 1 and 2.
As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entityshall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid-up share capitalexceeding Rs. 10 crore and Net worth exceeding Rs. 25 crore, the said provisions are not applicable. As our Company does not have thepaid-up share capital exceeding Rs. 10 crore and Net worth exceeding Rs. 25 crore, the Corporate Governance Report is not applicableand therefore not provided by the Board.
The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case has been received under the said actduring the year.
As on March 31, 2025, there were 32,22,740 Equity Shares dematerialized through depositories viz. National Securities DepositoryLimited and Central Depository Services (India) Limited, which represents about 73.24% of the total issued, subscribed and paid-upcapital of the Company.
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilising alternate sources of energy: None
iii. the capital investment on energy conservation equipment: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a) the details of technology imported: None
b) the year of import: N.A.
c) whether the technology been fully absorbed: N.A.
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.
e) the expenditure incurred on Research and Development: Nil
C. There was no foreign exchange inflow or Outflow during the year under review.
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and theCompany's operations in future.
During the Financial year ended on 31st March, 2025, there is no application made or any proceeding pending under the Insolvency andBankruptcy code, 2016.
No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutionsoccurred during the year.
The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to placeon record sincere appreciation for the services rendered by the employees of the Company during the year.
The properties and assets of the Company are adequately insured.
The Company has complied with the mandatory requirements as stipulated under the Listing Regulations.
The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). TheCompany has already paid listing fees for the Financial Year 2025-26 to the Stock Exchanges (BSE).
The following are the enclosures attached herewith and forms part of the Director's Report:
i. Annexure A: Statement containing salient features of the Financial Statement of Subsidiary Company;
ii. Annexure B: Arrangements with Related Party Transactions;
iii. Annexure C: Secretarial Auditors Report in Form No. MR-3;
iv. Annexure D: Management Discussion and Analysis Report;
v. Annexure E: Details of personnel/particulars of employees;
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertainingto these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referredto in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from anyof its subsidiaries.
5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loanwas given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act, 2013).
We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. Weplace on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was madepossible by their hard work, solidarity, co-operation and support.
Registered office: By order of Board of Directors
"Gayatri House", Ashok Vihar, MAITRI ENTERPRISES LIMITED
Near Maitri Avenue Society,
Opposite Government Engineering College,
Motera, Sabarmati,
Ahmedabad-380005, Gujarat. Sd/- Sd/-
RAMESHLAL B. AMBWANI JAIKISHAN R. AMBWANI
Place: Ahmedabad CHAIRMAN AND DIRECTOR MANAGING DIRECTOR
Date: September 05, 2025 DIN: 02427779 DIN: 03592680