Maitri Enterprises Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have immense pleasure in presenting 34^th Annual Report, on the business and operations of the Company together
with Audited Financial Statements for the Financial Year Ended on March 31, 2025.

FINANCIAL SUMMARY

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	2024-25	2023-24
Revenue from Operations	2861.72	1834.64	2865.99	1901.22
Other Income	4.46	26.43	4.46	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)		(104.41)
Provision for Taxation/Tax Expense
Current Tax	(7.25)	(4.52)	(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	(17.97)	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''s
classification /disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules
notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

STATE OF COMPANY AFFAIRS

The Company has achieved total net sales of Rs.2866.18 Lakhs (standalone) and Rs.2870.45 Lakhs (Consolidated) during the year as
against Rs.1861.07 Lakhs (Standalone) and Rs.1914.15 Lakhs (Consolidated) in the previous year. The Company has gained Profit after
tax of Rs.30.02 Lakhs (Standalone) as against Rs.8.01 Lakhs (Standalone) in the previous year. The Company has gained Profit after tax
during 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.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not
transferred any amount to Reserves for the year ended March 31,2025.

DIVIDEND

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

SHARE CAPITAL

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 into
44,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid-up.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial
year to which these financial statements relate and the date of this report.

BOARD OF DIRECTORS

a) COMPOSITION OF BOARD DURING THE FINANCIAL YEAR 2024-25 AND AFTER THE END OF THE YEAR AND UP
TO THE DATE OF THE REPORT;

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year	Attendance at Last AGM
Mr. Rameshlal Ambwani	Chairman & Director	Promoter Non-Executive	6	6	Yes
Mr. Jaikishan Ambwani	Managing Director	Promoter Executive	6	6	Yes
Mrs. Sarla Ambwani	Director	Promoter Non-Executive	6	6	Yes
Mr. Deepak Ambwani	Director	Promoter Non-Executive	6	6	Yes
Mr. Rakesh Lakhwani	Director	Non¬ Executive Independent	6	6	Yes
Mr. Harish Motwani	Director	Non¬ Executive Independent	6	6	Yes

b) INDUCTIONS AND CESSATION DURING THE YEAR:

The Board has not made any inductions or cessations during the Year.

c) RETIREMENT BY ROTATION:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rameshlal Ambwani Bullchand (DIN: 02427779) is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors
recommend his reappointment.

D) DECLARATIONS BY INDEPENDENT DIRECTORS

Mr. Rakesh S Lakhani (DIN:08516146) and Mr. Harishkumar Ishwarlal Motwani (DIN: 09243591) are the Independent Director of
the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there
under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time
being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise
and 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 the
Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board /Committee of the Company.

e) EVALUATION OF BOARD''S PERFORMANCE

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance
evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without
Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the
performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate
meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s
performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The
Board had also separately evaluated the performance of the Committees and independent directors without participation of the
relevant director.

F) PROFILE OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the
ensuing Annual General Meeting is annexed to the notice convening 34^th Annual General Meeting.

KEY MANAGERIAL PERSONNEL

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 14^th November, 2024)

4. Mr. Kirtan Yogeshbhai Panchal, Company Secretary & Compliance Officer (w.e.f. 12^th February, 2025)

Ms. Bijal Nareshbhai Thakkar has resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 14^th
November, 2024. Further, Mr. Kirtan Yogeshbhai Panchal is appointed as a Company Secretary & Compliance Officer of the Company
w.e.f 12^th February, 2025.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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 respect
of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained
for the purpose.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDEPENDENT DIRECTORS

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as
a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes
evaluates the performance of all the Directors, Committees and the Board as a whole. The Board considers the recommendation made
by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more
effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also
evaluated the manner in which the information flows between the Board and the Management and the manner in which the board
papers 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 their
separate meeting. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 07/02/2024 to discuss the performance evaluation of the Board, Committees, Chairman and the
individual 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 the
Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeline of flow of information between company management and Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

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 were
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 the year under review.

iii. 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.

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 are
adequate 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 was
adequate and operating effectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The
Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the
Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial disclosures etc. The management is taking further steps to
strengthen the internal control system.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one wholly owned Indian material unlisted Subsidiary company i.e. BSA Marketing Private Limited. A statement
containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 as "Annexure-A" is appended to
the financial statements of the Company.

However, the Company does not have any joint venture and associate companies during the year under review.

PUBLIC DEPOSITS

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 requirement
for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The board hereby states that during the year no independent directors have been appointed however the existing independent
directors possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act and their names are
included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

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

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under
review form parts of the Note No. 3B & 3C of the Financial Statements provided in this Annual Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company shall be available on the website of the Company at www.maitrienterprises.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has entered and executed any related party transactions during the year under were on an arm''s length basis and in the
ordinary 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 on
your Company''s website at www.maitrienterprises.com

CORPORATE SOCIAL RESPONSIBILITY

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.

AUDITORS

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 34^th Annual General Meeting to the
conclusion of the 38^th Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment
of 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 the
Financial Year Ended 31^st March, 2025.

Sr. No.	Details of Audit Qualification	Type of Audit Qualification	Auditor''s Comments
1.	We observed that out of total trade payables amounting Rs.416.56 lakhs as at March 31, 2025, there have been outstanding for more than three years amounting Rs. 81.57 lakhs. However, in the absence of direct confirmations or other sufficient appropriate audit evidence as required under SA 500 - Audit Evidence and SA 505 - External Confirmations, to support the validity and existence of these balances, we are unable to determine whether any adjustment is necessary.	Qualified opinion	We do not have any additional comments on the above- mentioned points apart from those already covered in our report.
2.	We observed that out of total trade receivables amounting Rs.230.06 lakhs as at March 31,2025, we were unable to obtain sufficient and appropriate audit evidence regarding trade receivables amounting to Rs. 52.33 lakhs which have been outstanding for a period exceeding three years. However, the company did not provide such confirmations nor any alternative audit evidence to substantiate the balance as required under SA 500 - Audit Evidence and SA 505 - External Confirmations. The absence of such confirmations, particularly for receivables outstanding for such an extended period, raises concerns regarding the accuracy, existence, and recoverability of the stated balances. Consequently, we were unable to determine whether any adjustments might be necessary in respect of these trade receivables and their corresponding impact on the financial statements.	Qualified opinion	We do not have any additional comments on the above- mentioned points apart from those already covered in our report.

Sr. No.	Details of Audit Qualification	Type of Audit Qualification	Auditor''s Comments
3.	The Company''s inventory includes items amounting to Rs. 73.96 lakhs which is non-moving stock items for a period exceeding one year. As per the principles of inventory valuation under lnd AS 2- "lnventories" and in accordance with SA 501 - Audit Evidence - Specific Considerations for Selected Items, such non¬ moving items require assessment for impairment or obsolescence. However, the management has not provided us with adequate audit evidence such as ageing analysis, technical evaluation, future usability assessment, or specific plans for disposal/use of such inventory to support the carrying value of these items as at the balance sheet date. Accordingly, we were unable to determine whether any adjustment is required to the carrying value of such inventories.	Qualified opinion	We do not have any additional comments on the above- mentioned points apart from those already covered in our report.

Audit Report

During the year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of
the 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 or
adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do call for any comments under Section 134
of 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 is
required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

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 Certificate
of Practice No. 10836 as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2025-26 Upto
Financial Years 2029-30.

Secretarial Audit Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from
Practicing Company Secretary. M/s. SJV & Associates, Practising Company Secretaries had been appointed to issue Secretarial Audit
Report for the Period ended on March 31, 2025. Secretarial Audit Report issued by M/s. SJV & Associates, Practising Company Secretaries
for the year ended on March 31, 2025 in Form MR-3 attached and marked as Annexure "C" for the period under review, forms part
of 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.

Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148
of 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.

Internal Auditors

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies
Act 2013, has appointed M/s Talreja & Talreja, Chartered Accountants as an Internal Auditor of the Company.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing
Regulations is given as an Annexure "D" to this report.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit
Committee during the Financial Year 2024-25 and other relevant matters as under:

Name of the Member	Designation	Category	Number of meeting held	Number of meeting attended
Mr. Harish kumar Ishwarlal Motwani	Chairman	Independent Director	4	4
Mr. Rameshlal Ambwani	Member	Promoter, Non-Executive	4	4
Mr. Rakesh S Lakhani	Member	Independent Director	4	4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during
the 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 financial
statement 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 before
submission 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 31^st March 2025, the Audit Committee met Four (4) times on 30/05/2024, 14/08/2024, 14/11/2024,
and 14/02/2025.

NOMINATION AND REMUNERATION COMMITTEE

> The composition of the Committee is as under:

Name of the Member	Designation	Category	Number of meetings held	Number of meetings attended
Mr. Harishkumar Ishwarlal Motwani	Chairman	Non Executive, Independent	2	2
Mrs. Sarla Ambwani	Member	Promoter, Non- Executive	2	2
Mr. Rakesh S Lakhani	Member	Non Executive, Independent	2	2

Meetings:

During the Financial Year 2024-25, the Members of Nomination and Remuneration Committee met two (02) times on 14/11/2024
and 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 policy
setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration
of 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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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:

Name of the Member	Designation	Category	Number of meetings held	Number of meetings attended
Mr. Harishkumar Ishwarlal Motwani	Chairman	Non Executive, Independent	4	4
Mr. Rameshlal Ambwani	Member	Promoter, Non Executive Director	4	4
Mr. Rakesh Lakhani	Member	Non-Executive, Independent	4	4

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/ amendment
or modification as may be applicable.

Meetings:

During the year, Four (04) meetings of committee was held on 30/06/2024, 30/09/2024, 31/12/2024 and 31/03/2025.

Details of Investor''s grievances/ Complaints:

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	8
No. of pending Complaints as on 31st March, 2025	Nil

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered with
SEBI at the end of the current financial year ended on 31^st March, 2025 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31^st March, 2025.

Ms. Bijal Nareshbhai Thakkar is the Compliance Officer of the Company for the above purpose till 14^th November, 2024.

Mr. Kirtan Yogeshbhai Panchal is the Compliance Officer of the Company for the above purpose from 12^th February, 2025.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

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 and
employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the
Company''s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate
safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.maitrienterprises.com.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed
hereto marked as ''Annexure E'' and forms part of this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk
management policy of the company as the elements of risk threatening the Company''s existence are very minimal.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirms
Compliance with the applicable requirements of Secretarial Standards 1 and 2.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity
shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid-up share capital
exceeding Rs. 10 crore and Net worth exceeding Rs. 25 crore, the said provisions are not applicable. As our Company does not have the
paid-up share capital exceeding Rs. 10 crore and Net worth exceeding Rs. 25 crore, the Corporate Governance Report is not applicable
and therefore not provided by the Board.

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case has been received under the said act
during the year.

DEMATERIALIZATION OF SHARES

As on March 31, 2025, there were 32,22,740 Equity Shares dematerialized through depositories viz. National Securities Depository
Limited and Central Depository Services (India) Limited, which represents about 73.24% of the total issued, subscribed and paid-up
capital of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

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.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the
Company''s operations in future.

INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on 31^st March, 2025, there is no application made or any proceeding pending under the Insolvency and
Bankruptcy code, 2016.

DETAILS OF 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 ALONG WITH
THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions
occurred during the year.

INDUSTRIAL / EMPLOYEE RELATIONS

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place
on record sincere appreciation for the services rendered by the employees of the Company during the year.

INSURANCE

The properties and assets of the Company are adequately insured.

COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under the Listing Regulations.

LISTING

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). The
Company has already paid listing fees for the Financial Year 2025-26 to the Stock Exchanges (BSE).

ENCLOSURES:

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;

OTHER DISCLOSURES / REPORTING

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining
to 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 referred
to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any
of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan
was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).

ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We
place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made
possible 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

---

Mar 31, 2014

Dear Members,

The Directors present the 23rd ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

Financial RESULTS:

As on As on Particulars 31.03.2014 31.03.2013

Total Income (Net) 11,39,664 11,766,566

Total Expenditure 22,82,869 10,929,832

Gross Profit/(Loss) (11,43,204) 836734

Less:

Depreciation 1,67,344 155733

Provision for Taxation 4,476 132112

Extra Ordinary Items - -

Profit/ (Loss) after Tax (13,15,024) 548889

DIVIDEND:

In view of inadequate profit in the year under review, the Board of Director have not recommended dividend for the year.

DIRECTORS:

Mr. Kanhiyalal D. Moolchandani and Mr. Alpeshkumar M. Patel, Directors of the Company, retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 and corresponding Section 73 to 76 of the Companies Act, 2013, are applicable.

PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company has not done any production activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARNING & OUTGO : NIL

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors 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 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS:

The present Auditors of the Company M/s. Raval Sutaria & Associates, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Raval Sutaria & Associates, Ahmedabad have informed the Company about their inability to continue as an Auditor of the Company and therefore the Company has approached M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad to act as an Auditor of the Company. M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. The Appointment of M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company will be effective from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. Your Directors recommend the appointment of M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad as Statutory Auditors'' of the Company.

The notes and remarks of Auditors'' are self-explanatory.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Bombay Stock Exchange, Ahmedabad Stock Exchange and Jaipur Stock Exchange. The Company has paid the Listing fees for the year 2014-15 to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES:

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTA and to facilitate holding of securities in dematerialized / electronic form, the Company entered into agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of the Equity Shares of the Company. ISIN No. of the Company''s Equity Share is INE501L01016.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Chanderlal B. Ambwani Place : Ahmedabad Chairman & Managing Director Date : 11/08/2014 (DIN : 01390563)

---

Mar 31, 2012

The Directors present the 21st ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

FINANCIAL RESULTS:

As on As on

Particulars 31.03.2012 31.03.2011

PR0FIT/(L0SS) BEFORE DEPRECIATION AND TAXATION FOR THE YEAR (617611) (210034)

LESS : DEPRECIATION 16796 0

PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS (634407) (210034)

EXTRAORDINARY ITEMS (13768295) 0

PROFIT/(LOSS) BEFORE TAXATION (PBT) (14402702) (210034)

TAXATION 8875 0

PROFIT/(LOSS) AFTER TAXATION (PAT) (14411577) (210034)

ADD : PROFIT/(LOSS) BROUGHT FORWARD (12914072) (12704038)

P & L (DR.) CARRIED FORWARD TO BALANCE SHEET (27325649) (12914072)

OPERATIONS:

The Company has started its business operation in the field of Green House and Poly House. During the year there was no turnover of the newly started activity as the same was started in the later part of the financial year. Your Directors

are confident that the performance of the Company will improve significantly in the coming years.

DIVIDEND:

In view of loss during the year under review, the Board of Director have not recommended dividend for the year. FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company has not done any commercial activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARNING & OUTGO : NIL DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors 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 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS:

The Auditors of the Company M/s R. K. Mansharamani & Co., Chartered Accountants, who being appointed as Auditors of the Company for the Financial Year 2011-12 has surrender the registration of its firm and joined M/s Raval Sutaria & Associates, Chartered Accountants, Ahmedabad during the year, therefore the present auditors of the Company M/s Raval Sutaria & Associates, Chartered Accountants will retire at the ensuing Annual General Meeting. M/sRaval Sutaria & Associates, Chartered Accountants having firm registration No.27027W (122981W), has submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

The notes and remarks of Auditors' are self-explanatory.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Bombay Stock Exchanges, Ahmedabad Stock Exchange and Jaipur Stock Exchange. The Company has paid the Listing fees for the year 2012-13 to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. Trading in Equity shares of the Company was suspended at BSE and after complying the Listing Agreement, the BSE has revoked suspension in trading of equity shares of the Company and now trading in equity shares of your Company is available at BSE. The Company has complied with the applicable clauses of the Listing Agreement with BSE.

DEMATERIALISATION OF EQUITY SHARES:

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTA and to facilitate holding of securities in dematerialized / electronic form, the Company entered into agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of the Equity Shares of the Company. ISIN No. of the Company's Equity Share is INE501L01016.

DELISTING FROM AHMEDABD & JAIPUR STOCK EXCHANGES

Equity shares of your Company are listed at Bombay Stock Exchange, Ahmedabad Stock Exchange and Jaipur Stock Exchange. As no trading has been done on the ASE and JSE during recent years, therefore Board of Directors of your Company decided to delist equity shares of the Company from ASE and JSE, subject to approval of shareholders. Necessary resolution with Explanatory Statement is at Notice of AGM.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Chanderlal B. Ambwani

Date : 14/08/2012 Chairman & Managing Director

---

Mar 31, 2010

The Directors present the NINETEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended on 31st March, 2010.

FINANCIAL RESULTS :

As On As On 31.03.2010 31.03.2009

Profit/(Loss)of the year (37427) (15225)

Less: Depreciation;

Profit/(Loss) Before Taxation (PBT) (37427) (15225)

Less: Provision for Taxation - -

Profit/(Loss) After Tax (PAT) (37427) (15225)

Add. Profit / (Loss) brought forward (12666611) (12651386)

P&L (Dr.) brought forward to Balance Sheet (12704038) (12666611)

OPERATIONS :

The Company has not started its business and is looking for other better opportunities.

DIVIDEND :

In view of loss during the year under review, the Board of Director have not recommended dividend for the year.

FIXED DEPOSITS :

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES :

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 :

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION :

As the Company is not doing any commercial activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARING & OUTGO : NIL

DIRECTORATE:

Since the last Annual Report Mr Jatin Kansara resigned from the Board of Directors of the Company w.e.f. 2nd July, 2010. The Board has placed on record its appreciation for the services rendered and the contribution made by him during his tenure as Director of the Company.

One of your Directors Mr. Kiran Kansara retires by rotation in terms of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

During the year Mr. Nandubhai S. Patel and Mr. Amolksingh R. Ahuja were appointed as an additional directors w.e.f. 10lh June, 2010. There term of appointment expires on this Annual General Meeting and to appoint them as Director of the Company, Notice in writing from a Member under Section 257 of the Act, proposing their candidature for the office of Director of the Company has been received. Appointment of both directors will be under the category of Independent Director, the Board recommends their appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors 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 31st March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS :

The present Auditors of the Company M/s Alkesh C. Shah & Co., Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s Alkesh C. Shah & Co., Chartered Accountants, have informed the Company about their inability to continue as an Auditors of the Company and therefore the Company has approaced M/s. R. K. Mansharamani & Co., Chartered Accountants to act as an Auditors of the Company. M/s. R. K. Mansharamani & Co., Chartered Accountants have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The Appointment of M/s R. K. Mansharmani & Co., Chartered Accountants as Statutory Auditors of the Company will be effective from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting Your Directors recommend the appointment of M/s. R. K. Mansharamani & Co., Chartered Accountants as Auditors of the Company. The notes and remarks of Auditors are self-explanatory

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

LISTING :

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad, Jaipur and Mumbai. Listing fees for the year 2010-11 has been paid to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. Trading in Equity share of the Company is suspended on BSE due to non- compliances of various clauses of listing agreement.

DEMATERIALISATION OF EQUITY SHARES :

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTAand to facilitate holding of securities in dematerialized / electronic form, the Company has approached with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has yet to enter necessary tripartite agreement with NSDL and CDSL.

ACKNOELEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Kiran Kansara

Date : 13/08/2010 Chairman