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 ' 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

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 2023-24.

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^st March, 2024.

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.

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 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.

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, 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^th September, 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^th April, 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:

• Mr. Dipak Raval - Chairman & Managing Director

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

• Mr. Milind Joshi - Chief Financial Officer

• 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.

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, 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

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 2023-24.

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, 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.

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.

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

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 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

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, 2024.

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

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^st March, 2028.

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^st March, 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

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

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)

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 2023-24:

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

(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.

(C) Foreign Exchange Earnings and Outgo for the period under review was as under:

1. Foreign Exchange Earning: Rs. 884.68 Lakhs

2. Foreign Exchange Outgo: Rs. 76.67 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.

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.