Your directors feel immense pleasure in presenting the 34th Annual Report of M.K. Exim India Limited ("Your Company"), for the Financial Year ended March 31, 2026 ("FY 2025-26").
Company's Performance
Your Company's financial performance during the year 2025-26 is summarized in the table below:
FINANCIAL RESULTS
(Rs. in Lakhs)
|
Particulars
|
Year ended March 31, 2026
|
Year ended March 31, 2025
|
|
Income from operations
|
10,022.42
|
9,494.93
|
|
Profit before finance cost and Depreciation
|
2,804.32
|
2,533.11
|
|
Finance cost
|
16.28
|
9.76
|
|
Depreciation & amortization Expenses
|
88.42
|
62.46
|
|
Profit before tax
|
2,699.63
|
2,460.88
|
|
Taxation
|
697.51
|
662.17
|
|
Profit after tax
|
2,002.13
|
1,798.71
|
|
Balance brought forward from previous year
|
733.94
|
1,637.07
|
|
Total Surplus available
|
2,736.07
|
3,435.78
|
|
Proposed Dividend/Paid
|
242.20
|
201.84
|
|
Disposable surplus available after dividend
|
2,493.87
|
3,233.94
|
|
Transfer to General Reserve
|
1600.00
|
2500.00
|
|
Surplus carried to balance sheet
|
893.87
|
733.94
|
|
Earnings per share
|
|
|
|
-Basic
|
4.96
|
4.46
|
|
-Diluted
|
4.96
|
4.46
|
DIVIDEND DISTRIBUTION & TRANSFER TO RESERVES
The Board of Directors have recommended the Final Dividend of Rs. 0.60 per equity share of Rs. 10/- each fully paid up (being 6%) for FY 2025-26 subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting ("AGM") aggregating to Rs. 242.20 Lakh and during the year under review, Rs. 1600 Lakh transferred to General Reserve Account.
The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 ("the Act").
OPERATIONAL REVIEW
Your directors present the Operational Performance of your Company for the Financial Year ended 31st March, 2026. During the year under review, the total revenue of the Company has increased from Rs. 9,494.93 Lakh to Rs. 10,022.42 Lakh as compared to previous year. The Company's division of distributorship of cosmetics (FMCG) products contributed revenue Rs. 8,421.88 Lakh during the year compared to previous year Rs. 7,885.53 Lakh. The profit after tax is Rs. 2,002.13 Lakh for the year 2025-26 under Report compared to Rs. 1,798.71 Lakh for the Financial Year ended 31st March, 2025 an increased by 11%. Your directors are pleased to inform the members that your Company focused on consolidating its operations. Your directors would be able to take further strides and boost its overall operations.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March, 2026 was Rs. 4,036.73 Lakh comprising of 4,03,67,250 Equity shares of Face Value Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. None of the directors of the Company hold instruments convertible into equity shares during the Financial Year ended 31st March, 2026.
There is no change in Share Capital during the Financial Year ended 31st March, 2026.
FINANCE & ACCOUNTS
The Company prepares its Financial Statements in accordance with the requirements of the Companies Act, 2013 (hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The Financial Statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("Ind AS"). The estimates and judgments relating to the Financial Statements are
made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the Financial Year ended 31st March, 2026.
Cash and Cash Equivalents as at March 31, 2026 was Rs. 152.60 Lakh.
The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
CHANGE IN NATURE OF BUSINESS. IF ANY
The Company is engaged in business of export of fabrics and distributorship of Cosmetics (FMCG) products consisting of personal care and personal hygiene products of internationally reputed brands, PAN India.
During the Reporting period 2025-26 there is no change or addition in the nature of business of the Company.
PERFORMANCE HIGHLIGHTS
(a) Share Capital
The Authorized Share Capital of the Company is Rs. 60,00,00,000/- comprising of 6,00,00,000 equity shares of Rs. 10/- each. The Paid-up Share Capital of the Company is Rs. 40,36,72,500/- comprising of 4,03,67,250 Equity shares of Rs. 10/- each.
(b) Loan funds
During the year, the Secured Loan of the Company increased from Rs. 62.02 Lakh to Rs. 175.04 Lakh.
(c) Sales
During the year, the turnover of the Company has increased from Rs. 9,269.41 Lakh to Rs. 9,733.32 Lakh.
DEPOSITS
During the Financial Year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. The detail of the investments made by Company is given in the notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the year till the date of this Report. There have been no changes, which affects the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
M/s Ummed Jain & Co., the Statutory Auditors of the Company have audited the Financial Statements included in this Annual Report and have issued an attestation Report on our internal control over Financial Reporting (as defined in Section 143 of Companies Act, 2013).
The Internal Audit is entrusted to M/s R. Attar & Company, Chartered Accountants. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-E of this Report.
The Company complies with the provisions of Section 135 of the Companies Act, 2013, has framed, and implemented a CSR Policy, which is available on the website of the Company at www.mkexim.com.
The CSR Committee of the Company comprises of four directors including three Independent Directors. The detailed composition and terms of reference of the Committee can be referred in the Corporate Governance Report annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY
i. The Company has committed to conserve energy, improve energy efficiency through reduction of wastage and optimum utilization.
ii. Steps taken for utilizing alternate sources of energy: Nil
iii. Capital investment on energy conservation: Nil
B. TECHNOLOGY ABSORPTION
The Company has no technology agreement and the issue of technology absorption does not arise.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign exchange earnings: Rs. 1,311.44 Lakh Foreign Exchange outgo: NIL
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors comprise of total 6 (Six) Directors, which includes 3 (Three) Independent Directors including 1 (One) Woman Independent Director. The Chairman of the Board is Whole-time Director of the Company. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have atleast one Woman Director on the Board of the Company. Your Company has Mrs. Lajwanti Murlidhar Dialani as Whole-time Director on the Board of the Company, who is presently the Executive Director of your Company.
Directors liable to retire by rotation
As per the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Lajwanti Murlidhar Dialani (DIN: 05201148), Executive Director - Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
Changes in Directors and Key Managerial Personnel
• As per the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the approval of the Members is being sought by passing special resolution at the ensuing Annual General Meeting for the continuation of Mr. Murli Wadhumal Dialani (DIN: 08267828) as Whole-time Director of the Company, who will attain the age of 70 years during his current term of office.
• The shareholders of the Company had appointed Mr. Gaurav L Patodia (DIN: 09317764) as an Independent Director to hold office for a term of five consecutive years upto 12th November, 2026. Based on the outcome of performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 18th August, 2026, have approved the re-appointment of Mr. Gaurav L Patodia as an Independent Director for a second term of five consecutive years upto 12th November, 2031, in accordance with Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Act and the Listing Regulations, subject to the approval of the shareholders of the Company at the ensuing 34th AGM.
The Board is of the opinion that Mr. Gaurav L Patodia possesses the requisite integrity, expertise and experience, and that his continued association with the Company would be of immense benefit to the Company.
The Company has received from Mr. Gaurav L Patodia the requisite declarations and confirmations under the provisions of the Act and the SEBI Regulations, including confirmation with respect to his eligibility and independence, for the purpose of his re-appointment as an Independent Director of the Company.
• A Special Resolution approving the continuation of Mrs. Lajwanti Murlidhar Dialani (DIN: 05201148) as Whole-time Director upon attaining the age of 70 years during her tenure of office was passed at the 33rd Annual General Meeting.
• Mrs. Bhavna Giamalani (Membership No.: A56103) was appointed on the role of Company Secretary of the Company w.e.f., 11th April, 2025. Declaration by the Independent Directors
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. The terms and conditions of the Independent Directors are incorporated on the website of the Company. During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Brief resume of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and Report on Corporate Governance forming part of this Annual Report and their re-appointments are appropriate and in the best interest of the Company.
None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are given below:
|
S. No.
|
Name
|
Designation
|
|
1
|
Mr. Murli Wadhumal Dialani
|
Chairman and Whole-time Director
|
|
2
|
Mr. Manish Murlidhar Dialani
|
Managing Director
|
|
3
|
Mrs. Lajwanti Murlidhar Dialani
|
Whole-time Director
|
|
4
|
Mr. Azad Kumar Tripathi
|
Chief Financial Officer
|
|
5
|
Mrs. Bhavna Giamalani
|
Company Secretary
|
Changes in Composition of Board of Directors after Financial Year ended 31st March, 2026
There has been no change in the composition of Board of Directors after Financial Year ended on 31st March, 2026.
CORPORATE GOVERNANCE REPORT
Our Corporate Governance Report for Financial Year 2025-26 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management's performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of Directors expressed satisfaction of the evaluation process adopted by the Company.
BOARD MEETINGS AND MEETINGS OF MEMBERS
The Board met 6 (Six) times during the Financial Year 2025-26 under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
COMMITTEES OF THE BOARD
Currently, the Board has Four Committees: The Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee. The majority of the members of these committees are Independent and Non¬ Executive Directors.
Audit Committee:
Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.
Nomination and Remuneration Committee:
Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.
The Board has framed Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company athttps://mkexim.com/policies/.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act. The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at the web linkhttps://mkexim.com/policies/.
Stakeholders Relationship Committee:
Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.
A detailed note on the composition of the Board and other committees is provided in the Corporate Governance Report Section of this Annual Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, Independent Directors convened 2 (two) separate meetings without the presence of Non-Independent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, Company's Financial Statements, Company's compliance with relevant laws and regulations and performance of Non-Independent Directors, Chairman and the Board as a whole were reviewed and evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial control and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, 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 2025-26.
To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013:
a) that in preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and that there were no material departures;
b) that 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 as at 31st March, 2026 and of the profit of the Company for the year ended on that date;
c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively;
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
g) that the increasing emphasis on the role of the Board in overseeing management's performance and integrity of Financial Reporting.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has not transferred any amount to IEPF during the Financial Year 2025-26. During the Financial Year 2024-25, the Company has transferred the amount of Rs. 1,99,635 on 10-10-2024 into IEPF fund being dividend related to the shares already held in IEPF fund, as benefit accruing on Shares Transferred to IEPF.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
M/s Kolba Farm Fab Private Limited is an Associate Company of M.K. Exim (India) Limited. The salient features of the Financial Statements of the Associate Company are given in Form AOC-1 in Annexure "A".
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements of the Company are prepared in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India and form an integral part of this Report.
Pursuant to Section 129(3) of the Act and the relevant rules made thereunder, a statement containing salient features of the Financial Statements of the Associate Company are given in Form AOC-1 and forms an integral part of this Report as Annexure "A".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following linkhttps://mkexim.com/policies/.
During the year, the Company has not entered into any materially significant transaction, which may have potential conflict of interest in the Company. All the related party transactions entered during the year were in ordinary course of business and at arm's length basis.
During the year under review, the Audit Committee of Directors approved all transactions entered into with related parties. Certain transactions, which were repetitive in nature, were approved through omnibus route.
There were material transactions of the Company with its related parties at arm's length basis, therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed herewith as Annexure "B".
FAMILIARIZATION PROGRAMME
The details of the Familiarization Programme undertaken, has been provided in the Corporate Governance Report.
CODE OF CONDUCT
As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that all the Members of the Board and Senior Management Personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the Financial Year ended 31st March, 2026.
POLICY ON DIRECTORS APPOINTMENT/REMUNERATION/DETERMINING QUALIFICATIONS/POSITIVE ATTRIBUTES ETC.
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 of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
Company has constituted Nomination and Remuneration Committee and on the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable Compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and of the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The said policy is of the Company on director's appointment and remuneration, including the criteria for determining qualification, positive attribute, independence of a directors and other matters as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on our website at www.mkexim.com.
The Executive Directors are not paid sitting fees. However, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are 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 Companies Act, 2013 and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
AUDITORS
i) Statutory Auditors
The Board of Directors of the Company has appointed M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), a peer reviewed firm, as Statutory Auditors of the Company for a period of 5 (five) years to audit the books of account from FY 2024-25 to FY 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029.
The Auditors' Report(s) for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remarks. These Reports are self-explanatory and do not require any comments thereon. The Reports are enclosed with the Financial Statements in this Annual Report.
ii) Branch Auditors
The Company is having a Branch Office at Mumbai, Maharashtra. The Company appointed M/s Vora Vora & Associates, Chartered Accountants (FRN: 140953W) as Branch Auditors for audit of accounts of the Mumbai Branch for a period of 5(five) years to audit the books of accounts from FY 2024-25 to FY 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029.
iii) Internal Auditors
The Board on the recommendation of the Audit Committee appointed M/s R. Attar & Company, Chartered Accountants as the Internal Auditors of the Company.
iv) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s A. Parikh & Company, Practicing Company Secretaries (UCN: P2025RJ105800), as Secretarial Auditors to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2026.
The Secretarial Auditors' Report is enclosed as Annexure "D" to the Board's Report.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has Reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
COST RECORDS
The Company is not required to maintain Cost Record as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provisions of the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company's operations.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s A. Parikh & Company, Practicing Company Secretaries, to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on our website www.mkexim.com. RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework; and overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
The Audit Committee of the Board is evaluating risks management policy of the Company on quarterly basis. A Risk Management Policy is available on our website www.mkexim.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to Particulars of employee's remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report.
The statement containing information as required under 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 is given in Annexure "C" and forms part of this Report.
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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed-off during the year 2025-26:
• Number of complaints received: Nil
• Number of complaints disposed-off: Nil
• Number of complaints pending: Nil
DECLARATION UNDER MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as applicable.
CEO AND CFO CERTIFICATION
Pursuant to the Regulation 17(8) of the Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification is attached with the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2025-26, the Company has complied 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 Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
LISTING FEES
The Equity Shares of the Company are listed with Bombay Stock Exchange Ltd (BSE), which has nationwide trading terminals. The Annual Listing Fee for the year 2026-27 was paid within the scheduled time to BSE.
ENVIRONMENT AND SAFETY
The Company's operations do not pose any environment hazards and are conducted in such a manner that safety of all concerned and compliances with environmental regulations are ensured.
TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.
By order of the Board Murli Wadhumal Dialani
Place: Jaipur Chairman
Date: 18.08.2026 DIN: 08267828
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