To,

The Shareholders,

Your directors have pleasure in presenting their 82nd Annual Report on the business and operation of the company and the accounts for the financial year ended 31stMarch, 2026.

The financial summary for the year 31st March, 2026 along with the corresponding figures for the previous year are as under:-

(Amount in Lakhs)

During the year under review, the business operations of Company generated revenue of INR 436.60 lacs inclusive of dividend income of INR 150.56 lacs from investment in its associate company. The Net Profit before tax is INR 267.61 lacs as compared to net profit of INR 479.91 lacs for the previous year. Profit for the year after tax INR 271.41 lacs compared to profit of INR 1169.14 lacs for the previous year. The other comprehensive income is negative due to decrease in book value of an associate company share

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.

The profit after tax of INR 271.41 lacs has been transferred to the reserves for the year ended on 31st March, 2026.

No dividend is recommended in view of the accumulated losses and the need to retain funds to meet the deposit liabilities.

In terms of Scheme of arrangement sanctioned by the Hon?ble High Court of Karnataka, the Company on its part has cleared four instalments in full and paying the 5th instalment. The Company has given public notice to the Deposit/Bond holders in News Paper on 14th May, 2019 to surrender their Certificates and collect their final instalment dues. The outstanding Principal plus interest due was INR 1809.03 lacs as on 31st March, 2025 and INR 1799.02 lacs as on 31st March,2026.

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

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

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

There were no changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review.

In the Board Meeting held on 26th May 2026, following changes were made in composition of Directors and Key Managerial Personnel w.e.f. 26th May 2026:

Mr. Aspi Nariman Katagara (DIN: 06946494) resigned from the position of Managing Director and Director from Board of Director of the Company. Consequent to the resignation of Mr. Aspi Nariman Katagara, the Board has appointed Mr. Cyrus Khambata (DIN: 00553813) as Managing Director for a term of Five years subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Ms. Vidya More (DIN:06904529) and Mr. Nagarajan Sivarama Krishnan (DIN: 03060429), resigning from the post of Independent Director.

Mr. Jamsheed Mino Panday (DIN: 00232768) is appointed as Executive Director of the Company. Further, he has resigned from the position of Company Secretary & Compliance officer of the Company.

Mr. Bhoja K Shetty (DIN: 01451944) has been redesignated from Non-Executive Director to Independent Director.

Mr. Arvind Ganesh Mallya has been appointed as Company Secretary and Compliance officer of the Company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Yazdin Mistry (DIN: 07897995), 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.

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 to composition thereof and their recommendations are covered areas follows. During 2025-26, 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.

The Audit Committee comprised of the following members:

The Nomination and Remuneration Committee comprised of the following members:

The Stakeholders Relationship Committee comprised of the following members:

The Board of Directors of the Company have approved the reconstitution of Board Committees effective May 26, 2026. The composition of the Committees after re-constitution is as follows:

The Board is comprised of Managing Director, 2 Non-Executive directors and 3 Independent directors. Only Managing Director is paid remuneration and non-executive directors and independent directors are not paid any remuneration.

A) Ratio of remuneration of director to the median remuneration of the employees:

B) Percentage of increase in remuneration to Managing Director of your company: Nil

C) Percentage increase in median remuneration of the employees for the year ended March 2026: 15.74%

D) Number of permanent employees on the rolls: 18

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 and other employees are 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.

The Company has 3 Subsidiary and 3 Associate Companies. Details are given below:

There are 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.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material 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 31.03.2026, six Board Meetings were held. These meetings were held on 30 May, 2025, 13thAugust, 2025, 13thNovember, 2025,18th December, 2025, 12th February, 2026 and 11thMarch 2026.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

a) Audit Committee Meeting:

During the financial year ended 31.03.2026, four Audit Committee Meetings were held. These meetings were held on 28 May, 2025, 11thAugust, 2025, 11thNovember, 2025 and 10th February, 2026. The attendance details of the Directors is provided in the Corporate Governance Report enclosed to this.

b) Nomination and Remuneration Committee Meeting:

During the financial year ended 31.03.2026, two Nomination and Remuneration Committee Meeting were held on 27th May, 2025and 11th August, 2025. 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 31.03.2026, six 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.

Your Company recognizes that risk is an inherent part of business and is committed to identifying, assessing, and managing risks in a proactive and effective manner. Through coordinated efforts and a structured risk management framework, the Company strives to minimize the impact of unforeseen events and safeguard stakeholders' interests.

The Company has established a comprehensive risk assessment and management process, which is reviewed periodically by the Board of Directors to ensure its continued adequacy and effectiveness. Key risks faced by the Company are regularly identified, evaluated, and appropriate mitigation measures are implemented.

Pursuant to the Scheme of Arrangement sanctioned by the High Court of Karnataka and in compliance with the restrictions imposed by the Reserve Bank of India (RBI), the Company is presently focused on the recovery of loans and repayment of deposit liabilities. Accordingly, the principal risks associated with the Company's operations relate to delays or shortfalls in loan recoveries and their consequent impact on the Company's ability to meet its repayment obligations.

The Company continuously monitors recovery performance, assesses the potential impact of any delays or shortfalls in collections, and undertakes appropriate measures to mitigate such risks and ensure effective management of its obligations.

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. The highlights of the said policy is provided hereunder:

• The policy is recommended by Nomination & 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

The Company is covered under Section 134(3)(p) read with Rule 8(4) of Companies (Accounts) Rules 2014. Accordingly formal annual evaluation of 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

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 investments as on 31.03.2026 are provided in the notes to the Standalone Financial statement.

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 31st March, 2026, the Company is not required to spend towards the CSR.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with 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 -III for the year under review.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

C .During the year 2025-26, there has been no foreign exchange earnings or outgo.

The Authorized share capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only) divided into 3,00,00,000 (Three crore Only) Equity shares of Rs 10/-(Rupees Ten Only) each and 1,00,00,000 (One crore Only) Preference shares of Rs. 10 each.

During the year under review issued, subscribed and paid-up capital of the Company is Rs.14,09,18,960 divided into 1,40,91,896 equity shares of Rs. 10 each.

The Company has not bought back any of its securities during the year under review.

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

No Bonus Shares were issued during the year under review.

The company had raised fund via Rights issue of 1,40,91,896 equity shares of Rs. 10 each at par, which was duly approved at the board meeting held on December 11, 2025.

The rights issue opened for subscription on Thursday, April 02, 2026, and closed on Thursday, April 30, 2026. The issue received an overwhelming response and was oversubscribed.

A total of 2,679 applications were received for 7,17,78,111 equity shares through the application supported by blocked amount (ASBNA) process. The equity shares 1,40,91,896 of face value of Rs. 10 each at par are allotted to the eligible shareholders as on May 04, 2026.

Such equity shares shall rank pari passu in all respects to the existing equity share capital of the Company including right to dividend, voting rights etc.

The Company has not provided any Stock option to its employees.

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.

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?

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.

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

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company will place a copy of the Annual Return as at March 31, 2026, on its website under Annual Return section at https://www.maharashtraapex.com/annual -return. html. 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.

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 2025-26, 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

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 78th Annual General Meeting held on 28th 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 2025-26 is circulated to the members along with financials for the said period.

No frauds have been reported by the Statutory Auditors during the financial year 2025-26, 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 30th September, 2019. The Management decided not to provide interest after 1st October, 2019 as there was a public notice issued by the Company in News Paper on 14th 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.

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. Secretarial Audit 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 THE YEAR 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 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 instance of onetime settlement with any Bank or Financial Institution.

38. DECLARATION ON MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year. There were no instances of non-compliance or complaints received under the said Act.

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.