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Maximus International Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 10^th 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 31^st March, 2025.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March, 2025, on a Standalone and Consolidated basis, is summarized below:

(Rs. in Lakh)
	Standalone basis		Consolidated basis
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	519.74	817.86	15684.63	10882.67
Other Income	268.72	109.68	190.27	430.57
Total Income	788.46	927.54	15874.90	11313.24
Cost of materials consumed			10738.54	6773.47
Purchase of stock - in - Trade	430.67	671.83	2201.24	2255.08
Changes in inventories to finished goods and stock in trade	1.35	(14.57)	(75.29)	32.27
Employee benefits expense	85.67	48.10	697.56	424.09
Finance Cost	44.65	59.15	316.37	228.46
Depreciation and amortization expense	36.93	31.73	168.52	135.53
Other expenses	112.07	123.44	793.69	621.36
Total expenses	711.33	919.69	14840.63	10470.26
Profit /(Loss) before Tax	77.12	7.84	1034.27	842.97
Less: Tax Expenses
Current Tax	26.66	1.91	121.76	40.49
Deferred Tax	(5.18)	(2.57)	2.79	3.36
Excess or short provision of earlier years		0.51		0.51
Net profit/(loss) for the year	55.64	7.99	909.72	798.63
Other Comprehensive income / (loss) (net of tax)			129.97	65.61
Total Comprehensive income / (loss) for the year	55.64	7.99	1039.69	864.24

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Operational Highlights

Maximus International Limited (''MIL'') is engaged in the business of importing and exporting lubricant oils and different types of base oils. The Company acts as a Merchant Exporter and Sourcing Company with a niche focus on lubricants & base oils.

MIL has two Wholly Owned Subsidiaries - Maximus Global FZE (''MGF'') and MX Africa Limited (''MXAL'').

MGF is located at United Arab Emirates (UAE) and registered with Hamriyah Free Zone Authority, Sharjah. MGF is engaged in Marketing and Export of specialty, industrial and automotive lubricants.

MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution entity for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

Maximus Lubricants LLC (''MLL'') is a Subsidiary of MGF and Step down Subsidiary of MIL. MLL has a state-of-the-art manufacturing unit in Ras Al Khaimah, UAE for specialty, industrial and

automotive lubricants, specialty chemicals and other value-added products. MLL has a highly trained professional team and a robust distribution network.

Quantum Lubricants (E.A.) Limited (''QLL'') is Wholly owned Subsidiary of MXAL and Wholly Owned Step down Subsidiary of MIL. QLL has a manufacturing facility for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

Standalone Financial Performance

Total revenue from operations on a standalone basis for the current year is ^ 519.74 Lakhs as against ^ 817.86 Lakhs in the previous year.

Net profit for the current year is ^ 55.64 Lakhs as against Net profit ^ 7.99 Lakhs in the previous year.

Earnings per share stood at ^ 0.04 on face value of ^ 1 each.

Consolidated Financial Performance

Total revenue from operations on a consolidated basis for the current year is ^ 15,684.63 Lakhs as against ^ 10,882.67 Lakhs in the previous year.

Net Profit for the current year is ^ 909.72 Lakhs as against ^ 798. 63 Lakhs in the previous year.

Earnings per share stood at ^ 0.68 on face value of ^ 1 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^stMarch, 2025 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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 Act as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'')

together with Auditors Report thereon form part of this Annual Report.

05. DIVIDEND

Your Directors have been planning to conserve the profits and continued investment in the business of the Company, reason being no dividend is recommended for the Financial Year 2024-25.

Dividend distribution policy is not applicable to the company.

06. TRANSFER TO RESERVES

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

07. SUBSIDIARY COMPANIES

As on 31^st March, 2025, 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 - Wholly owned Step down Subsidiary - in Nairobi -Kenya (Wholly owned Subsidiary of MX Africa Limited)

During the Financial Year, your Board of Directors reviewed the affairs of the Subsidiaries/Step down Subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of Financial Performance of Subsidiaries/Step down Subsidiaries in Form AOC-1 is furnished in ANNEXURE: 1 and attached to this report.

Separate audited Financial Statements in respect of each of the Subsidiaries/Step down Subsidiary Companies are open for inspection and are also available on the website of your Company at www.maximusinternational.in.

Further, the Company does not have any joint ventures or associate companies during the year or at any time after the closure of the year and till the date of the report. Further, the Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website at www.maximusinternational.in.

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

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

09. REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Practicing Company Secretaries Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as ANNEXURE: 2.

In compliance with the requirements of Regulation 17 of the SEBI Listing Regulations, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director has been annexed as a part of the Corporate Governance Report.

10. 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 Regulations, the Business Responsibility Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2025, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the Board of Directors consists of 6 (Six) members, out of which 4 (Four) are Non-Executive Independent Directors including one women Independent Director, 1 (One) is Executive Director and 1 (One) is Non-Executive and Non-Independent Directors. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.

At the ensuing 10^th Annual General Meeting (AGM), Mr. Anand Muley (DIN: 08616809), who retires by rotation and being eligible, offers himself for reappointment.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31^st March, 2025:

â¢ Mr. Dipak Raval - Chairman & Managing Director

â¢ Mr. Milind Joshi - Chief Financial Officer

â¢ Ms. Divya Prajapati - Company Secretary#

# Resigned as Company Secretary & Compliance Officer of the company to be relieved from services on 8^th September, 2025.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 9 (Nine) times during the Financial Year 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

Information on the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section

149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

None of the Independent Directors held any equity shares of your Company during the Financial Year ended 31^st March, 2025.

None of the Directors had any relationships inter se.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors'' Databank.

14. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI 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.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2024-25.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the Annual Financial Statements for the financial year ended 31^st

March, 2025, the accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the period ended on that date.

iii. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (''NRC'') has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations for their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

other matters provided in Section 178(3) of the Act is available on the website of the Company at www.maximusinternational.in

17. RISK MANAGEMENT

The Company has a mechanism in place to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

18. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Act, copy of the Annual Return can be accessed on our website at www.maximusinternational.in

19. RELATED PARTY TRANSACTIONS

During the year under review, 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 can be accessed on the Company''s website at

www.maximusinternational.in

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 is annexed herewith as ANNEXURE: 3 to this report.

20. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

21. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year 2024-25 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

22. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the Financial Year 2024-25.

23. DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31^st March, 2025.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

27. AUDITORS

27.1 STATUTORY AUDITORS

The present Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W) were appointed at the 8^th Annual General Meeting (''AGM'') of the Company held on 30^th September, 2023 for a term of 5 (five) years i.e. from the conclusion of 8^th AGM until the conclusion of 13^th AGM of the Company to be held in relation to the financial year ending on 31^stMarch, 2028.

STATUTORY AUDITORS'' REPORT

The observations made by the Statutory Auditors in their report read with the relevant notes as given in the notes to the financial statement for the Financial Year ended on 31^st March, 2025 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat were appointed as Secretarial Auditor on 29^th May, 2024, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed herewith as ANNEXURE: 4. The Secretarial Auditors'' Report for Financial Year 2024-25 does not contain any qualification, reservation or adverse remark, except to the extent as mentioned below.

1. The Board of Directors of the Company had passed a circular resolution for availing of loan from Banker of the Company. Accordingly, there was a non-compliance

to the extent of paragraph 1.3.8 read with Annexure A of SS-1

Management''s response to the aforementioned non-compliance is provided in Point No. 38 of this report.

Further, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 13^thAugust, 2025 have recommended appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company Secretaries (Membership No. A37774 & Peer Review Number 6618/2025), to undertake the Secretarial Audit of the Company for a period of five years effective from the Financial Year 2025-26. The proposed Secretarial Auditors have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. The proposed re-appointment is required to be placed before the Members in a General Meeting for their approval. Accordingly, a resolution seeking Members approval for the said an appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company Secretaries as Secretarial Auditor is included in the Notice convening the 10^th Annual General Meeting.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the Financial Year ended 31^st March, 2025 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2024-25 under Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

28. COST AUDIT

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 at www.maximusinternational.in

30. 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.

31. CHANGES IN SHARE CAPITAL

As at 31^st March, 2025, the paid-up share capital of the company stood at ^ 13,60,36,000 /-, comprising 13,60,36,000 equity shares of ^ 1/- each (31^st March, 2024: ^ 12,57,20,000 /-). The increase reflects the allotment of new 1,03,16,000 Equity Shares (out of which 85,66,000 Equity Shares issued pursuant to conversion of convertible warrants) through preferential issue during the year.

Further, during the year under report the Company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential voting rights and Employee stock option.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

33. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCTION AND PROTECTION FUND (IEPF)

Since no dividend has been declared by the Company, there was no unpaid/unclaimed dividend and accordingly no amount transferred to the Investor Education and Protection Fund, and the provisions of Section 125 of the Act do not apply.

34. 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: 5 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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Following are the details of the complaints received by your Company during Financial Year 2024-25:

Sr. No.	Particulars	Number
1	No. of complaints received	Nil
2	No. of complaints disposed off	N.A.
3	No. of cases pending for more than 90 days	Nil

A copy of the said policy is available on the website of the Company at www.maximusinternational.in

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the FY 2024-25 the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to the women employees.

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

(A) Information on Conservation of energy as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

(B) Technology Absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted best in class transaction, billing and accounting systems along with robust risk management solutions.

1) Foreign Exchange Earning: Rs. 825.39 Lakhs

2) Foreign Exchange Outgo: Rs. 277.18 Lakhs

37. 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 Regulations is presented in ANNEXURE: 6 and the same is for the part of this report.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of

Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act. However, due to an inadvertent oversight, The Board of Directors of the Company had passed a circular resolution for availing of loan from Banker of the Company which leads to a non-compliance to the extent of paragraph 1.3.8 read with Annexure A of SS-1.

Managements response to the Non-Compliance: The management took cognizance of the said noncompliance and the matter was duly discussed and ratified by the Board of Directors at its meeting held on 27^th May, 2025.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 10^th AGM of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. ACKNOWLEDGEMENT

Your directors express their gratitude to all external agencies for the assistance, co-operation and guidance received. Your directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

Mar 31, 2024

Your Directors have pleasure in presenting the 9^thAnnual 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 31^st March, 2024.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March, 2024, on a Standalone and Consolidated basis, is summarized below: ('' in Lakh)

Particulars	Standalone basis		Consolidated basis
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	817.86	1770.24	10882.67	9973.88
Other Income	109.68	123.87	430.57	154.27
Total Income	927.54	1894.12	11313.24	10128.14
Cost of materials consumed	_	_	6793.95	6515.36
Purchase of stock - in - Trade	671.83	1685.38	2255.08	1662.10
Changes in inventories to finished goods and stock in trade	(14.57)	(0.55)	32.27	(78.78)
Employee benefits expense	48.10	41.72	424.09	428.79
Finance Cost	59.15	16.22	228.46	164.83
Depreciation and amortization expense	31.73	23.23	135.53	126.91
Other expenses	123.44	58.99	600.88	518.54
Total expenses	919.69	1,824.98	10470.26	9337.75
Profit /(Loss) before Tax	7.84	69.14	842.97	790.39
Less: Tax Expenses
Current Tax	1.91	19.37	40.49	64.98
Deferred Tax	(2.57)	0.03	3.36	2.38
Excess or short provision of earlier years	0.51	(5.75)	0.51	(5.75)
Net profit/(loss) for the year	7.99	55.49	798.63	728.78
Other Comprehensive income / (loss) (net of tax)			65.61	49.71
Total Comprehensive income / (loss) for the year	7.99	55.49	864.24	778.49

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Operational Highlights

MIL has two Wholly Owned Subsidiaries -Maximus Global FzE (''MGF'') and MX Africa Limited (''MXAL'').

MGF is located at United Arab Emirates (UAE) and registered with Hamriyah Free Zone Authority, Sharjah. MGF is engaged in Marketing and Export of specialty, industrial and automotive lubricants.

MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution entity for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

Maximus Lubricants LLC (''MLL'') is a Subsidiary of MGF and Step down Subsidiary of MIL. MLL has a state-of-the-art manufacturing unit in Ras Al Khaimah, UAE for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products. MLL has a highly trained professional team and a robust distribution network.

Standalone Financial Performance

Total revenue from operations on a standalone basis for the current year is '' 817.86 Lakhs as against '' 1,770.24 Lakhs in the previous year.

Net profit for the current year is '' 7.99 Lakhs as against Net profit '' 55.49 Lakhs in the previous year.

Earnings per share stood at '' 0.01 on face value of '' 1 each.

Consolidated Financial Performance

Total revenue from operations on a consolidated basis for the current year is '' 10,882.67 Lakhs as against '' 9,973.88 Lakhs in the previous year.

Net Profit for the current year is '' 798. 63 Lakhs as against '' 728.78 Lakhs in the previous year.

Earnings per share stood at '' 0.63 on face value of '' 1 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2024 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. CONSOLIDATED FINANCIAL STATEMENTS

05. DIVIDEND

Your Directors have been planning to conserve the profits and continued investment in the business of the Company, reason being no dividend is recommended for the Financial Year 2023-24.

06. TRANSFER TO RESERVES

07. SUBSIDIARY COMPANIES

As on 31^st March, 2024, 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 - Wholly owned Step down Subsidiary - in Nairobi -Kenya (Wholly owned Subsidiary of MX Africa Limited)

During the Financial Year, your Board of Directors reviewed the affairs of the Subsidiaries/Step down Subsidiaries. Pursuant

to the provisions of Section 129(3) of the Act, a statement containing salient features of Financial Performance of Subsidiaries/Step down Subsidiaries in Form AOC-1 is furnished in ANNEXURE: 1 and attached to this report.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report. Further, the Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website at www.maximusinternational.in.

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

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

09. REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Practicing Company Secretaries'' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as ANNEXURE: 2.

10. BUSINESS RESPONSIBILITY REPORT

Company for the year under review ended on 31^st March, 2024, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 4^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 12^th April, 2019 to 11^th April, 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 11^th April, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from members in its meeting held on 30^thSeptember, 2023 8^th AGM), re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 12^th April, 2024 to 11^thApril, 2029 (both days inclusive).

Ms. Dharati Bhavsar, resigned from the company as a Company Secretary and Compliance Officer with effect from the close of business hours of 8^th November, 2023.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 1^st February, 2024. The Board of Directors, on the recommendation of the NRC at its meeting held on 30^th January, 2024 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following

are the Key Managerial Personnel of the Company as on 31^st March, 2024:

â¢ Mr. Dipak Raval - Chairman & Managing Director

â¢ Ms. Dharati Bhavsar - Company Secretary (till 8^th November, 2023)

â¢ Mr. Milind Joshi - Chief Financial Officer

â¢ Ms. Divya Prajapati - Company Secretary (w.e.f.1^st February, 2024)

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

None of the Independent Directors held any equity shares of your Company during the Financial Year ended 31^st March, 2024.

None of the Directors had any relationships inter se.

Further, all the Independent Directors of your Company have confirmed their registration/ renewal of registration, on Independent Directors'' Databank.

14. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI 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.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the Annual Financial Statements for the financial year ended 31^stMarch, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the period ended on that date.

iv. the annual accounts have been prepared on a going concern basis.

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.maximusinternational.in

17. RISK MANAGEMENT

18. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Act, copy of the Annual Return can be accessed on our website at www.maximusinternational.in

19. RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at

www.maximusinternational.in

The particulars of contracts or arrangements with related parties referred to in sub-section

(1) of Section 188 of the Act in Form AOC-2 is annexed herewith as ANNEXURE: 3 to this report.

20. REPORTING OF FRAUDS

21. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year 2023-24 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

22. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the Financial Year 2023-24.

23. DEPOSITS

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

26. THE 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

There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

27. AUDITORS

27.1 STATUTORY AUDITORS

During the Financial Year 2023-24, M/s. CNK & Associates LLP, Chartered Accountants, vide its letter dated 8^th August, 2023, has resigned as Statutory Auditor of the company with effect from close of business hours on 14^th August, 2023.

STATUTORY AUDITORS'' REPORT

The observations made by the Statutory Auditors in their report read with the relevant notes as given in the notes to the financial statement for the Financial Year ended on 31^stMarch, 2024 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat were appointed as Secretarial Auditor on 25^th May, 2023, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed herewith as ANNEXURE: 4. The Secretarial Auditors'' Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the Financial Year ended 31^st March, 2024 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 under Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

28. COST AUDIT

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

31. CHANGES IN SHARE CAPITAL

During the year under consideration, there was no change in the Issued and Subscribed Capital Structure of the Company

Further, during the year under report the Company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity

Shares, Equity with differential voting rights and Employee stock option.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

33. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCTION AND PROTECTION FUND (IEPF)

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

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

Following are the details of the complaints received by your Company during Financial Year 2023-24:

Sr. no.	Particulars	Number
1	No. of complaints received	Nil
2	No. of complaints disposed of	N.A.
3	No. of cases pending for more
	than 90 days	Nil

A copy of the said policy is available on the website of the Company at www.maximusinternational.in

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

1. Foreign Exchange Earning: Rs. 884.68 Lakhs

2. Foreign Exchange Outgo: Rs. 76.67 Lakhs

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

38. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 8^th AGM of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. ACKNOWLEDGEMENT

Your directors express their gratitude to all external agencies for the assistance, cooperation and guidance received. Your directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

Mar 31, 2023

The Directors have pleasure in presenting the 8th 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 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31 st March, 2023, on a Standalone and Consolidated basis, is summarized below:

(Rs. in Lakh)
Particulars	Standalone basis		Consolidated basis
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	1769.07	429.58	9973.88	6896.74
Other Income	125.05	91.87	154.26	145.40
Total Income	1,894.12	521.45	10128.14	7042.14
Cost of materials consumed			6515.36	4975.43
Purchase of stock - in - Trade	1,685.13	388.70	1662.10	388.70
Changes in inventories to finished goods and stock in trade	(0.55)	0.07	(78.78)	35.73
Employee benefits expense	41.72	37.80	416.06	388.13
Finance Cost	16.22	16.23	164.83	130.06
Depreciation and amortization expense	23.23	24.16	126.91	123.92
Other expenses	59.23	75.22	531.27	484.92
Total expenses	1,824.98	542.18	9337.75	6526.90
Profit /(Loss) before Tax	69.14	(20.73)	790.39	515.24
Less: Tax Expenses
Current Tax	19.37	3.28	64.98	55.65
Deferred Tax	0.03	(0.93)	2.38	(5.93)
Excess or short provision of earlier years	(5.75)	(0.81)	(5.75)	(0.81)
Net profit/(loss) for the year	55.49	(22.27)	728.78	466.35
Other Comprehensive income / (loss) (net of tax)		58.46	49.71	68.60
Total Comprehensive income / (loss) for the year	55.49	36.19	778.49	534.95

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights

Maximus International Limited (''MIL'') is engaged in the business of importing and exporting lubricant oils, different types of base oils. The Company acts as a Merchant Exporter and Sourcing Company with a niche focus on lubricants & base oils.

MIL has two Wholly Owned Subsidiaries - Maximus Global FZE (''MGF'') and MX Africa Limited (''MXAL'').

MGF is located at United Arab Emirates (UAE) and registered with Hamriyah Free Zone Authority, Sharjah. MGF is engaged in Marketing and Export of specialty, industrial and automotive lubricants.

MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution entity for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

MLL has a highly trained professional team and a robust distribution network.

Standalone Financial Performance

Total revenue from operations on a standalone basis for the current year is '' 1,769.07 Lakhs as against '' 429.58 Lakhs in the previous year.

Net profit for the current year is '' 55.49 Lakhs as against Net loss '' 22.27 Lakhs in the previous year.

Earnings per share stood at '' 0.04 on face value of '' 1 each. Consolidated Financial Performance

Total revenue from operations on a consolidated basis for the current year is '' 9,973.88 Lakhs as against '' 6896.74 Lakhs in the previous year.

Net Profit for the current year is '' 728.78 Lakhs as against '' 466.35 Lakhs in the previous year.

Earnings per share stood at '' 0.55 on face value of '' 1 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. CONSOLIDATED FINANCIAL STATEMENTS

05. DIVIDEND

Your Directors have been planning to conserve the profits and continued investment in the business of the Company, reason being no dividend is recommended for the Financial Year 2022-23.

06. TRANSFER TO RESERVES

07. SUBSIDIARY COMPANIES

As on 31st March, 2023, 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 - Wholly owned Step down Subsidiary - in Nairobi - Kenya (Wholly owned Subsidiary of MX Africa Limited)

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

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

09. REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Practicing Company Secretaries'' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as ANNEXURE: 2.

10. 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 Regulations, the Business Responsibility Report

is not mandatorily applicable to the Company for the year under review ended on 31st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Anand Muley (DIN: 08616809), resigned as an Independent Director from the Board of the Company w.e.f. close of business hours on 30th May, 2022 as he was finding difficulty to pass an online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs within a period of 2 years from the date of inclusion of his name in the data bank. However, the Board of Directors upon recommendation of Nomination and Remuneration Committee, appointed Mr. Anand Muley as an Additional Director of the Company in the category of Non-executive Non-Independent Director with effect from 31st May, 2022, liable to retire by rotation, subject to approval of the members. Further, his appointment as a Director was approved by the members through Postal Ballot through remote e-voting, the results of which were announced on 11th July, 2022.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from 31st December, 2021 to 30th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, their appointment as Independent Directors were approved by the members through Postal Ballot through remote e-voting, the results of which were announced on 11th July, 2022.

Further in opinion of the Board, Ms. Divya Zalani and Mr. Rahil Thaker who were appointed as Independent Directors during the Financial Year 2022-23 are persons of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act. In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Anand Muley (DIN: 08616809) retires by rotation and is eligible for reappointment. Members'' approval is being sought at the ensuing Annual General Meeting (''AGM'') for his reappointment.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 4th AGM of the members held on 30th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 12th April, 2019 to 11th April, 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 11th April, 2024.

be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 12th April, 2024 to 11th April, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31st March, 2023:

â¢ Mr. Deepak Raval - Chairman & Managing Director

â¢ Ms. Dharati Bhavsar - Company Secretary

â¢ Mr. Milind Joshi - Chief Financial Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. None of the Independent Directors held any equity shares of your Company during the Financial Year ended 31st March, 2023.

None of the Directors had any relationships inter se. Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors'' Databank.

14. BOARD EVALUATION

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Section 1 34(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the Annual Financial Statements for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the period ended on that date.

iv. the annual accounts have been prepared on a going concern basis.

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

17. RISK MANAGEMENT

18. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Act, copy of the Annual Return can be accessed on our website at www.maximusinternational.in.

19. RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at www.maximusinternational.in.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 is annexed herewith as ANNEXURE: 3 to this report.

20. REPORTING OF FRAUDS

21. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year 2022-23 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

22. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the Financial Year 2022-23.

23. DEPOSITS

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

26. THE 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 There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

27. AUDITORS27.1 STATUTORY AUDITORS

The present Statutory Auditors, M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/ W-100036) (''CNK'') were appointed at the 6th Annual General Meeting (''AGM'') of the Company held on 20th July, 2021 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. As explained in the explanatory statement to the Notice of AGM, CNK vide its letter dated 8th August, 2023 submitted resignation to the Board and Audit Committee giving the detailed reasons, stating that the recent changes and amendments in the financial reporting and disclosure requirements have resulted into performing additional audit procedures. Considering the additional efforts and time involved, Statutory Auditors have proposed to increase in the existing audit fee''s structure. However, this hike was not acceptable to the management of the Company and hence the resignation has to treated as effective from close of business hours on 14th August, 2023.

CNK before resigning have completed Audit for the quarter ended on 30th June, 2023 and had issued Limited Review Report for Unaudited Standalone and Consolidated Financial Results for the quarter ended on 30th June, 2023, in compliance with the Section V-D of Chapter V of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 14th August, 2023 noted and accepted the resignation of CNK. The Board also placed on record its appreciation to CNK for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining the consent and eligibility certificate under Section 139(1) of the Act, the Board of Directors of the Company at their meeting held on 14th August, 2023 appointed M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W) (''SMB'') as Statutory Auditors of the Company under Section 139(8)(i) of the Act, to fill casual vacancy consequent to the resignation of CNK.

As required by Section 1 39(8)(i) of the Act, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of the shareholders at the ensuing AGM of the Company.

Further, the Board on recommendation of the Audit Committee and subject to the approval of the shareholders, approved the appointment of SMB as Statutory Auditors of

the Company for a term of 5 (five) consecutive years, from the conclusion of this 8th AGM till the conclusion of the 13th AGM of the Company to be held in relation to the financial year ending on 31st March, 2028 at such remuneration, including applicable taxes and reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Appropriate resolution seeking Members'' approval for the appointment of SMB as Statutory Auditors of the Company is appearing in the Notice conveying the ensuring AGM of the Company.

STATUTORY AUDITORS'' REPORT

The observations made by the Statutory Auditors in their report read with the relevant notes as given in the notes to the financial statement for the Financial Year ended on 31st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat were appointed as Secretarial Auditor on 30th May, 2022, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed herewith as ANNEXURE: 4. The Secretarial Auditors'' Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the Financial Year ended 31st March, 2023 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with Rule 13 of the Companies

(Accounts) Rules, 2014.

28. COST AUDIT

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

31. CHANGES IN SHARE CAPITAL

During the year under review, your Company sub-divided 1 (One) fully paid-up Equity Share of face value '' 10/- each into 10 (Ten) fully paid-up Equity Shares of face value of '' 1/ - each as on the record date fixed on 3rd October, 2022, pursuant to the resolution passed by Members in the 7th AGM held on 19th September, 2022.

As on 31st March 2023, the paid-up equity share capital of your Company stood at '' 12,57,20,000, consisting of 12,57,20,000 equity shares of '' 1/- each.

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

33. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCTION AND PROTECTION FUND (IEPF)

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

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

thereto, with the objective of providing a safe working environment, where employees feel secure.

Following are the details of the complaints received by your Company during Financial Year 2022-23:

Sr no	Particulars	Number
1	No. of complaints received	Nil
2	No. of complaints disposed of	N.A.
3	No. of cases pending for more than
	90 days	Nil

A copy of the said policy is available on the website of the

Company at www.maximusinternational.in.

36. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

1. Foreign Exchange Earning: '' 289.41 Lakhs

2. Foreign Exchange Outgo: '' 198.56 Lakhs

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

38. COMPLIANCE WITH SECRETARIAL STANDARDS

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 8th AGM of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. ACKNOWLEDGEMENT

Mar 31, 2018

BOARD''S REPORT

To,

The Members,

The Directors take great pleasure in presenting the 3^rd Annual Report of Maximus International Limited the âCompany" on business and operations of Company along with the audited financial statements for the financial year ended 31'' March 2018.

01. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31 March, 2018 is summarized below:

(I in Lakh)_

Particulars	Standalone basis		Consolidated basis
Particulars	2017-18	2016-17	2017-18	2016-17*
Revenue from Operations	2180.06	1028.52	3308.18
Other Income	54.01	4.05	20.58
Total Revenue	2234.07	1032.57	3328.76
Less: Expenses before Finance Cost and Depreciation	2155.77	957.85	3150.79	......
Less: (a) Finance Cost	14.67	10.21	5.48	----
(b) Depreciation	10.30	2.84	10.30
Profit /(Loss) before Tax	53.33	61.67	162.19
Less: Tax Expenses
Current Tax	12.82	21.33	12.82	-----
Deferred Tax	2.18	0.25	2.18	------
Income Tax earlier year written back	------	(0.04)
Profit/(loss) for the year	38.33	40.13	147.19

â---

* Not applicable

02. RESULTS OF OPERATIONS ANDTHE STATE OF COMPANY''S AFFAIRS

- 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 and base oils and also started trading in plastic additives used for master batch and certain agro related products. Itsâs Subsidiary Company namely Maximus Global FZE engaged in the similar activity.

- The Total revenue from operations on a standalone basis for the Current year isRs, 2180.06 Lakhin comparison to Last year''s revenue i.e. Rs, 1028.52 Lakh.

- The Total revenue from operations on a consolidated basis for the Current year is 13308.18 Lakh.

- The Profit in the Current year is 138.33 Lakh comparing toRs, 40.13 Lakh in the last year.

During the year under review, there has been no change in the nature of the business of the Company. Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

03. MATERIAL CHANGES AND COMMITMENTS

Following material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year of the Company to which this financial statement relate and on the date of this report.

Set up of wholly owned Subsidiary:

Your Directors are pleased to inform that as a strategic decision, your Company has set up, on 11"'' May, 2018, its'' Wholly Owned Subsidiary (WOS) namely, MX Africa Limited in Nairobi (Kenya). This WOS will be engaged in marketing & distribution of various products.

Appointment of Director:

The Board, at its meeting held on 29^,h May, 2018, appointed Mr. Murali Krishnamoorthy as Additional Director on the Board.

Resignation of Director:

Mr. Gaurang Sanghavi has resigned as Director of the Company with effect from 29'' May, 2018.

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 31â March, 2018, 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 the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 together with Auditorsâ Report thereon form part of this Annual Report.

07. SHARE CAPITAL

During the Financial Year 2017-18, the Company has increased its Share Capital on following occasions:

(i) Authorized Share Capital

During the year under review, the Company has increased its Authorized Share capital from the existing Rs. 5,50,00,000 ( Rupees Five Crore Fifty Lac ) to Rs. 7,00,00,000 ( Rupees Seven Crore) to enable the Company to extend its further investment in its Wholly Owned Subsidiary viz: Maximus Global FZE-UAE for their working capital needs and also needs fund for its own other general business purposes etc.

(ii) Paid up Share Capital:

During the Financial Year 2017-18, the paid up share capital of the Company has been increased on the following occasion:

PREFERENTIAL ISSUE

- The paid up share capital of the Company has been increased from Rs. 5,20,60,000/- to Rs. 6,28,60,000/pursuant to the Preferential issue of 10,80,000 equity shares of the face value of Rs. 10/- each at a Price of Rs. 27.50/- per equity share.

08. DEPOSITS

During the year under review, your Company has not accepted any deposit from anyone within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

09. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

- Directors retiring by rotation:

All the Directors of the Company are Independent Directors so none of the Directors liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

- Cessation:

Mr. Deepak Raval has ceased as Managing Director of the Company as he is disqualified by MCA Notification, from being appointed as a Director under Section 164(2) (a) and vacated the office under Section 167(1) (a) of the Companies Act, 2013.

- Appointment:

Mr. Deepak Raval has been appointed as Chief Executive Officer (CEO) of the Company without any remuneration in the meeting of Board of Directors held on 10^th February, 2018.

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

Mr. Vikesh Jain and Mrs. Mansi Desai, independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

12. 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, 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 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.

13. 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.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

There are no materially significant related party transactions made by the Company with Promoters, Directors,

Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note No.26inthe Accounting Policies to the Financial Statement which sets out related party disclosures as prescribed under Accounting Standard 18. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Form AOC-2 annexed as Annexure: 2 and the same forms part of this report. _

15. AUDITORS

15.1 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 15''" September, 2016 i.e. up to the conclusion of the AGM to be held in relation to the financial year ending on 31^s'' March, 2021. The said Auditors will carry out the Audit pertaining to financial year 2018-19 on the terms of remuneration to be decided mutually. The Company has received a certificate from the above Auditors to the effect that they are eligible to continue to act as Auditors of the Company in accordance with the provisions of Section 141 of the Companies Act, 2013.

15.2 SECRETARIAL AUDIT

Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries has been appointed as Secretarial Auditors under provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to undertake the Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure: 3.

15.3 INTERNAL AUDITORS

M/s. D. P. Consultancy, Accounting 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.

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

The auditors'' report and secretarial auditors'' report do not contain any qualifications, reservations or adverse remarks. The report of Secretarial Auditor is given as an Annexure: 3 which form part of this report.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No: 29 to the Standalone Financial Statements.

18. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure: 4 and is attached to this Report.

19. TRANSFEROF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION 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.

20. 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 Company''s existence are very minimal.

21. INTERNALCONTROLSYSTEMSANDTHEIR ADEQUACY

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Sectionl97(12) read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure: 5 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.

23. 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.

24. 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:6.

25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

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

27. ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 mandates the Board''s performance evaluation for every listed Company. 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, Nomination & Remuneration and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

28. 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 Obligation and Disclosure Requirement) Regulation, 2015 is presented in Annexure:7 and the same is for the part of this report.

29. BUSINESS RESPONSIBILITY REPORT (BRR)

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

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31â March, 2018, your Company has following Subsidiary Company:

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

The statement containing salient features of financial performance of Subsidiaries in Form AOC-1 is furnished in Annexure: 8 and attached to this report.

31. ACKNOWLEDGMENT

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.

Place: Registered Office: For and on behalf of the Board of Directors

504A, OZONE, For Maximus International Limited

Dr. Vikram Sarabhai Marg,

Vadi-Wadi, _SD/_ SD/- SD/-

Vadodara-390003 Deepak Raval Mansi Desai Murali Krishnamoorthy

Chief Executive Officer Director Additional Director

DIN: 07289820 DIN: 06929357

Date: 11.08.2018

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