Your Directors have pleasure in presenting their 81^slAnnual Report on the business and operation of the company and the accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial summary for the year 31^st March, 2025 along with the corresponding figures for the previous year are as under

2. REVIEW OF OPERATION AND STATE OF COMPANY’S AFFAIRS:

During the year under review, the business operations of Company generated revenue ofINR661.30 lacs inclusive ofdividend income of INR569.53 lacs from investment in its associate company. The net profit before tax isINR 479.91 lacs as compared to net profit ofINR 682.04lacs for the previous year. Profit for the year after taxINR 1169.14 lacs compared to profit ofINR 769.35 lacs for the previous year.

The Company is not carrying out any activity as a Non-Banking Financial Company and is under Scheme of Arrangement as approved by Hon'ble High Court of Karnataka under Section 391 of Companies Act 1956. Presently the company is engaged only in recovery of its assets and repayment of liabilities under the said arrangement.

3. RESERVE & SURPLUS:

The profit after tax of INR1169.14 lacshas been transferred to the reserves for the year ended on 31^st March, 2025.

4.DIVIDEND:

No dividend is recommended in view of the accumulated losses and the need to retain funds to meet the deposit liabilities. 5.SCHEME OF ARRANGEMENT AND PUBLIC DEPOSIT:

In terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka, the Company has on its part has clearedfour instalments in full and paying the 5^th instalment.TheCompany has givenPublic notice to the Deposit/Bond holders in News Paper on 14^th May, 2019 to surrender their Certificates and collect their final instalment dues.The outstanding Principal plus interest due wasINR 1827.00 lacs as on 31^st March, 2024 andINR 1809.03 lacsas on 31^st March,2025.

The Company has deposited INR 13,95,74,920/- with High Court of Karnataka, towards outstandingPrincipal plus accrued interest dues to the publicupto 31^st March 2002,bysale of quoted shares, mutual funds, immovable property and debt recoveries.TheGroup Companies are holding bonds & deposits of the Company worth INR 437/- lakhs which are pending for the repayment.

The Shareholders are informed that the winding up case CA 564/2010 in COP 37/2003,filed by a group of deposit holders against the company has been disposed of in favour of the company by the Hon'ble High Court of Karnataka.

During the year, Company has not taken any public deposit falling under the purview of Section 73 of the Companies Act, 2013.

6. CHANGE INTHE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

Appointment/Re-appointment

Mr. Nagarajan Sivarmakrishnanwas appointed as a Non-ExecutiveNon-Independent director of the Company with effect from 29.05.2024 on the recommendation of the Nomination and Remuneration Committee and the Board of Directors. The members of the Company approved the said appointment by way of ordinary resolution passed on 26 August 2024 through postal ballot conducted by remote e-voting process.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr.Aspi Nariman Katgara (DIN: 06946494), Director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment.

Detailed information on the directors is provided in the Corporate Governance Report, which forms part of this Annual Report. Directors and Key Managerial Personnel as on date of report

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

B) No Percentageof increase in remuneration has been made to Managing Director of your company.

C) Percentage increase in median remuneration of the employeesfor the year ended March 2025: Nil

D) Number of permanent employees on the rolls: 19

E) Average percentile increase already made in the salaries of employees and comparison with managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration: Due to on-going arrangement under Section 391 of Companies Act 1956 under the order of Honourable High Court of Karnataka, the Managing Director is drawing minimum salary compared to industry standards.

F) The remuneration is as per remuneration policy of the company.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Under Section 197(14) of Companies Act 2013, it is hereby informed that none of the directors are in receipt of commission from the company/from holding/subsidiary company.

10. SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY:

The Company has Subsidiary and Associate Companies. Details are given below:

There is no Joint venture for the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 the salient features of financial Statement of Subsidiaries and Associate Companies in Form AOC-1 as ‘Annexure I' to this report.

11. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportablematerial weakness in the design or operation was observed.

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

13. MEETINGS:

During the financial year ended 31.03.2025, five Board Meetings were held. These meetings were held on 29 May, 2024, 13August, 2024, 19-September, 2024, 13"November, 2024, and 10" February 2025.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

a) Audit Committee Meeting:

During the financial year ended 31.03.2025, five Audit Committee Meetings were held. These meetings were held on 27"May, 2024,12" August, 2024, 18" September,2024, 11" November, 2024 and 8^th February, 2025.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

b) Nomination and Remuneration Committee Meeting:

During the financial year ended 31.03.2025, two Nomination and Remuneration Committee Meeting were held on 27"May, 2024 and 15 ^th July, 2024. The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

c) Stakeholders Relationship Committee meeting:

During the financial year ended 31.03.2025, five Stakeholders Relationship Committee Meetings were held. The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

14. INDEPENDENT DIRECTORS:

The Company has appointed independent directors in terms of Section 149(4) read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has received necessary declarations from the Independent Directors confirming their Independence.

15. CORPORATE GOVERNANCE REPORT:

As required under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is enclosed. A Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance is made as part of this Report.

16. RISK MANAGEMENT POLICY:

Pursuant to Scheme of Arrangement, sanctioned by the High Court of Karnataka, to repay the deposit liabilities and also in compliance of RBI restrictions, the Company focused only on recovery of loans and repayment of deposits. At present the risk is associated with this activity and all efforts are on to manage the delay and shortfall in instalment payments and assessment of its impact on the Company.

17. POLICIES ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company is covered under Section 178(1) of Companies Act 2013 read with Rule 6 of Companies (Meeting of Board and its Powers) Rules 2014. Accordingly Section 134(3)(e) of the Act requires the Company to disclose policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and matters relating to remuneration for directors, key managerial personnel and employees. Thehighlights of the said policy is provided hereunder:

• The policy is recommended by Remuneration Committee and approved by the Board

• The policy provides for criteria for appointment / continuation of appointment of directors on the basis of requirements of Companies Act 2013 and Rules made thereunder

• The policy also specifies minimum - qualification, experience and other attributes

• The policy lays down criteria for evaluation of performance of board, committees and individual directors (as elaborated under separate heading in this report)

• Other matters like criteria for removal of directors, components of remuneration...etc are specified by the policy

18. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company is required to constitute a Nomination and Remuneration Committee, Audit committee and Stakeholders Relationship Committee under section 178(1), 177& 178(5) respectively of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.Consequently disclosure pertaining tocomposition thereof and their recommendations arecovered in Corporate Governance Report. During 2024-25, recommendations of Audit Committee are accepted by the board. The company has adopted vigil mechanism and the same is available on the website of the company.

19. FORMAL ANNUALEVALUATION:

The Company is covered under Section 134(3)(p) read with Rule 8(4) of Companies (Accounts) Rules 2014. Accordingly formal annual evaluationof performance of Board, committees and individual directors have been conducted by the Nomination & Remuneration Committee in the following manner:

• The evaluation is done internally

• The evaluation is done on the basis of inputs received from the directors regarding the performance of board & committees as a whole and also of director in individual capacity. Specific inputs have been collected from Independent Directors regarding performance of Managing Director.

• Broad parameter for board performance have been the efficiency to guide the company through the process of recovering the assets and paying-off liabilities under the scheme of arrangement approved by Honourable High Court of Karnataka under Section 391 of Companies Act 1956. Supplementary parameter is exploring opportunities for bringing new business opportunities for the company. Specific parameter for Managing Director is achievement of targets on the said recoveries and payments. Specific parameter for independent directors is attendance at board / committee meetings and providing independent judgements on the board decisions. Specific parameter for committees is execution of their terms of reference

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year, the Company has not given any loans, provided any securities or guaranteed to any persons within the meaning of Section 186 of the Companies Act, 2013.

The Company had participated in the Rights Issue of Kanara Consumer Products Private Limited (KCPL), one of its Associate Companies, in March 2025. Pursuant to the allotment, the Company has been allotted 2,99,633 equity shares of INR 10 each at par, thereby increasing its shareholding From 40.27 to 40.41.

The participation in the Rights Issue of KCPL is a strategic decision aimed at strengthening the Company's investment and enhancing long-term value creation, which will ultimately benefit the Company and its shareholders, including minority shareholders.

The investments as on 31.03.2025 are provided in the notes to the Standalone Financial statement.

21. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during immediately preceding financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. As per our Audited Balance Sheet for the year ended 31- March, 2025 your Company's net profit crossed the threshold limit of INR 5 Crores and hence CSR provision is applicable to the companyfor the financial year 2024-25.

The Details of CSR activities undertaken by the company are given in CSR Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e)readwith Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)Regulations, 2015 (LODR) is given in this Annual Report as Annexure -IIIfor the year under review.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:.

A. Conservation of Energy- Nil

B. Technology absorption:-

i. Efforts made towards technology absorption:Nil

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:Nil

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Details of technology imported - No technology was imported during the year.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

iv. Expenditure incurred on Research and Development - Your Company is predominantly a service provider and is not required to set up a formal R&D unit.

C . During the year 2024-25, there has been no foreign exchange earnings or outgo.

24. SHARE CAPITAL:

A) Issue of equity shares with differential rights: None

B) Issue of sweat equity shares: None

C) Issue of employee stock options: None

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: None

E) Redemption of securities: Nil

The Company is planning to raise the additional capital of INR 14 crores by issuing shares at par to the existing shareholders on right issue basis. The proposed right issue will enhance shareholder value.

planning to raise additional capital of around 14 crores

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) the Board confirm and submit the Directors' Responsibility Statement that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) 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; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as ‘Annexure II'

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

28. REPORTING OF FRAUD:

The auditor of the company has not reported any fraud under Section 143(12) read with Rule 13 of Companies (Audit & Auditors) Rules 2014

29. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31,2025, on its website at www.maharashtraapex.com.By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

30. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ‘Anti-Sexual Harassment' is posted on the website of the Company at www.maharashtraapex.com.

Matters handled by Internal Complaint Committee during the year 2024-25, are as follows:-

• Number of complaints on sexual harassment received during the year: NIL

• Number of complaints disposed off during the year: N.A.

• Number of cases pending for more than 90 days: N.A.

• Nature of action taken by the Employer: N.A.

• Number of Workshops: NIL

31. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended to the Directors' Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.

32. STATUTORY AUDITORS AND THEIR REPORT:

M/s. H G Sarvaiya& Co, Chartered Accountants (Firm Reg. No. 0115705W), were appointed as Statutory Auditors of the Company in the 78" Annual General Meeting held on 28" September, 2022 till the conclusion of the Eighty Third Annual General Meeting to be held in the year 2027. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The report of the statutory auditor for the financial year 2024-25 is circulated to the members along with financials for the saidperiod.

No frauds have been reported by the Statutory Auditors during the financial year 2024-25 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

33. MANAGEMENT RESPONSE TO AUDITORS’ OBSERVATION

Pursuant to requirements of Section 134 (3) (f) of the Companies Act, 2013, explanation is necessary, as there is qualification, reservation or adverse remark made by the Statutory Auditors of the Company in their report.

Management Response to the Auditors' observations:

a) Interest is required to be provided for delays, if any, by the Company in payment of instalment. So, interest was provided up to 30" September, 2019. The Management decided not to provide interest after 1- October, 2019 as there was a Public notice issued by the Company in News Paper on 14" May, 2019 to the bond & deposit holders to surrender their certificates and collect their final instalment dues. The public notice indicated that the Company is prepared to make the payment without any further delay. In view thereof, the Company is of the opinion that no provision for delayed period interest is necessary, as the delay was not from the Company's Part

34. SECRETARIAL AUDITOR

The provisions of Section 204 regarding Secretarial Audit are applicable to the company and accordingly the company has appointed P M AGARWAL & Co, Company Secretaries, as its Secretarial Auditor. SecretarialAudit Report is enclosed to this report as ‘Annexure IV’. Management response to the Qualifications by Secretarial Auditor is given as the annexure to this report.

35. SECRETARIAL STANDARDS

The Company has complied with all the provisions of applicable Secretarial Standards i.e SS-1 and SS-2 issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THEYEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of onetime settlement with any Bank or Financial Institution.

38. ACKNOWLEDGEMENTS:

The directors place on record their sincere appreciation for the assistance and co-operation extended by employees, investors and all other associates and look forward to continued fruitful association with all business partners of the company.