Maitri Enterprises Ltd

Corporate guarantee details

• Disclosure of corporate guarantee by Maitri Enterprises Ltd for Gayatri Infrastructure Limited.
• Guarantee in favour of Bank of India to secure facilities up to Rs 40 crore.
• Contingent liability to Maitri; no immediate cash outflow unless GIL defaults.
• Maitri is a 15.98% shareholder of GIL; promoters hold 26.77%.
• Transaction conducted at arm's length per Companies Act and SEBI LODR.
• Purpose: funds for Maitri Elevate Scheme at Motera, Ahmedabad.
• Credit facilities secured for construction activities of Maitri Elevate Scheme.
• No governance change; disclosure filed under SEBI Regulation 30.
• Promoters/directors of Maitri also hold GIL equity stakes; details disclosed.
• Effective date not stated; disclosure aligned with SEBI Circular.

Dematerialisation status

• Dematerialisation requests up to the reporting period were confirmed to depositories (accepted/rejected) by the RTA.
• Securities dematerialised have been listed on the stock exchange where the original securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification.
• Depository name substituted as registered owner in the records within the required timeframe.

Maitri Enterprises Limited: Trading Window closure from Oct 01, 2026 until 48 hours after the declaration of the unaudited financial results for the quarter and half-year ended September 30, 2026.

Financial highlights

• Standalone total income rose to ₹3,270.00 Lakhs from ₹2,866.18.
• Standalone PAT climbed to ₹81.52 Lakhs from ₹30.02.
• Consolidated total income rose to ₹3,371.55 Lakhs from ₹2,870.45.
• Consolidated PAT increased to ₹60.43 Lakhs from ₹16.88.
• Standalone revenue from operations was ₹3,219.40 Lakhs, up YoY.
• Consolidated revenue from operations stood at ₹3,329.65 Lakhs.
• EPS (standalone): ₹1.85 (basic and diluted).
• Capital gearing ratio: standalone 0.62x; consolidated 0.82x.

Segment performance

• Consolidated services revenue ₹2,565.24 Lakhs; pharma ₹764.41 Lakhs.
• Consolidated segment profit: services ₹289.27 Lakhs, pharma ₹-72.37 Lakhs.
• Segment assets: services ₹382.99 Lakhs, pharma ₹609.98 Lakhs, unallocated ₹470.94 Lakhs.
• Total consolidated revenue ₹3,329.64 Lakhs.

Capital structure & liquidity

• Standalone borrowings ₹430.28 Lakhs; gearing 0.62x.
• Consolidated borrowings ₹483.33 Lakhs; gearing 0.82x.
• Dividend not declared for FY2025-26.
• AGM date: 30 September 2026; remote e-voting on 27-29 September.

Governance & leadership

• Bharat Ramjibhai Sisodia appointed Non-Executive Independent Director for five years.
• Secretarial Auditor appointed for 2026-27 to 2030-31; remuneration up to ₹2 Lakhs.
• Company Secretary Shifts: Uddesh Jain resigned April 30, 2026; Rajshree Jain appointed Aug 12, 2026.
• Audit Committee composition updated; Motwani ceased; Sisodia joined.

Related party transactions

• Gayatri Infrastructure Limited (GIL) transactions up to ₹250 Crore annually.
• RPT approvals for contracts with GIL; arm's-length terms.
• Corporate Guarantee up to ₹40 Crore for GIL; within Section 186 framework.

Subsidiary performance

• Wholly owned subsidiary: BSA Marketing Private Limited; PAT loss ₹21.05 Lakhs; revenue ₹110.49 Lakhs.
• Subsidiary contributes to consolidated results; impairment risk noted.

Audit & internal controls

• Consolidated audit qualified due to recoverability risk of ₹156.64 Lakhs trade receivables.
• Subsidiary internal controls show material weakness; management to strengthen.
• Secretarial audit observed delays in Form DPT-3/MSME Form I filings; reconciliations advised.

Outlook & risks

• Outlook favorable for infrastructure, real estate, and healthcare demand growth.
• Risks include regulatory changes, land costs, financing, and project delays.
• Emphasis on prudent working capital management and financial discipline.

AGM details

• 35th AGM on Sep 30, 2026 at 3:30 PM IST at the registered office (physical).
• Remote e-voting window from Sep 27, 2026 9:00 AM to Sep 29, 2026 5:00 PM.
• Cut-off date for voting rights: Sep 23, 2026.
• Notice and Annual Report available on company website.

Key resolutions to be voted

• Adopt audited standalone and consolidated financial statements for FY 2025-26.
• Re-appoint Deepak Ambwani, retiring by rotation, subject to eligibility.
• Appoint Nisarg Sharma & Associates as Secretarial Auditors for 2026-31; remuneration up to ₹2,00,000/year.
• Appoint Bharat Sisodia as Non-Executive Independent Director for five years (Nov 14, 2025–Nov 13, 2030).
• Approve RPT with Gayatri Infrastructure Limited up to ₹250 crore annually (FY 2026-27 to 2028-29).
• Approve additional ₹200 crore limit under Sec 186 for loans, guarantees, investments.
• Approve corporate guarantee up to ₹40 crore for GIL credit facilities.

Material related party transactions

• RPT with Gayatri Infrastructure Limited up to ₹250 crore per year.

Director changes and appointments

• Deepak Ambwani retires by rotation; seeks re-appointment.
• Bharat Sisodia appointed as Independent Director for five years.

Appointment details

• Name and designation: Ms. Rajshree Jain appointed Company Secretary and Compliance Officer (KMP).
• Effective date: August 12, 2026.
• Reason for change: Board-approved appointment of CS & CO.
• Professional profile: ICSI member A80535 with corporate and securities law compliance experience.
• Relationships: Not applicable with directors or promoters.
• Governance role: KMP designation with authority for relevant compliance governance.

Financial results

• Unaudited standalone and consolidated results for quarter ended June 30, 2026 approved with Limited Review Reports.
• Trading window to re-open 48 hours after declaration of results.

Auditors and secretarial appointments

• Internal Auditor appointed: CA Bunty Rajkumar Talreja for FY2026-27.
• Secretarial Auditor resigned: M/s SJV & Associates effective Aug 12, 2026.
• Casual vacancy Secretarial Auditor appointed: M/s Nisarg Sharma & Associates.
• Company Secretary and Compliance Officer appointed: Ms. Rajshree Jain, effective Aug 12, 2026.

Governance and regulatory disclosures

• Trading window details disclosed; Annexure A-D details enclosed under Regulation 30.

Auditor remarks and regulatory notes

• Consolidated results include a qualified conclusion due to insufficient audit evidence on subsidiary trade receivables.
• Impairment of Rs. 62.42 lakhs recognized for the subsidiary's long-outstanding receivables; recoverability under review.
• Subsidiary trade receivables stood at Rs. 241.53 lakhs as of June 30, 2026.

Meeting Details

• Date: August 12, 2026; Location: Corporate Office, Gayatri House, near Maitri Avenue, Motera, Ahmedabad, Gujarat.

Key Agenda Items

• Un-Audited financial results for the quarter ended 30 June 2026.
• Appointment of CA Bunty Rajkumar Talreja as internal auditor for FY 2026-27.

Other Notes

• Trading window closed for designated persons and immediate relatives from July 1, 2026.
• Trading window to open 48 hours after results declaration.