Maestros Electronics & Telecommunications Systems Ltd

Demat/Remat status

• Securities received from depository participants for dematerialisation were confirmed to the depositories.
• Securities in the certificates have been listed on the stock exchanges where the earlier issued securities are listed.
• Dematerialisation certificates were mutilated and cancelled after verification; depository name substituted as registered owner within prescribed timelines.

Maestros Electronics & Telecommunication System Limited – Trading window closed from September 30, 2026, until 48 hours after the declaration of Un-Audited Financial Results with Limited Review Report for quarter ended September 30, 2026.

Bonus issue details

• Record date fixed as 1 Oct 2026 to determine eligibility for the bonus issue.
• Bonus ratio 1:1; one new equity share per existing share.
• Total bonus shares: 5,510,237 equity shares.
• Deemed allotment date: 5 Oct 2026.
• Shareholders approved at AGM on 23 Sep 2026.
• Bonus shares to be tradable from 6 Oct 2026.

AGM notice and annual report access

• 17th AGM scheduled for 23 September 2026 at 3:30 PM IST in Navi Mumbai.
• Annual Report 2025-26 accessible at the official website.
• Direct PDF path for the Annual Report 2025-26 provided in notice.
• Cut-off date for unregistered emails is August 28, 2026.
• Reminder to update KYC and dematerialize physical securities per SEBI circular 2024-37.
• Email registration is optional but recommended to receive online services.

KYC and dematerialisation requirements

• SEBI Master Circular 2024-37 requires updating KYC details for physical holders.
• Shareholders with physical holdings must provide PAN, address, mobile, bank, and nomination details.
• Update of email is optional but recommended to access online services.

AGM & agenda

• 17th AGM on Sep 23, 2026 at 3:30 PM in Navi Mumbai.
• Annual Report 2025-26 enclosed; available on company website.
• Adopt standalone and consolidated financials for year ended 31 Mar 2026.
• Re-appoint Narendra Prabhakar Mahajani; retires by rotation.
• Increase Authorized Share Capital; alter Memorandum of Association.
• Approve issue of bonus shares.
• Remuneration for Balkrishna Tendulkar for two years.
• Re-appoint Prakash Vithal Page as Independent Director for second term.

Financial performance

• Standalone total income 4179.61 lakh; prior year 3133.37.
• Standalone PAT 712.62 lakh; PBT 884.06 lakh.
• Consolidated total income 4211.82 lakh; PAT 725.41 lakh.
• Segment revenue FY2025-26: Medical 3300.73; Telemedicine 592.93; Electronics 23.79.
• Segment PBT: Medical 778.01; Telemedicine 139.76; Electronics 5.61.
• Standalone EPS ₹12.93; Consolidated EPS ₹13.16.
• Dividend not declared for 2025-26.

Capital & share actions

• Increase authorized share capital from ₹6 crore to ₹15 crore.
• New authorized capital comprises 1,50,00,000 equity shares of ₹10 each.
• MOA to be altered accordingly; Clause V updated.
• Record date to be fixed by the Board.
• Bonus issue: 55,10,237 shares; 1:1 ratio.
• Bonus issue to be in demat form; RBI approvals for NRIs if required.
• Board authorized to finalize terms, listings, and related filings.

Remuneration & governance

• MD Balkrishna Tendulkar remuneration up to ₹50 lakh annually for two years.
• Remuneration subject to approvals; profit inadequacy triggers Schedule V.
• Term from Oct 1, 2026 to Sep 30, 2028.
• Prakash Vithal Page re-appointed as Independent Director for 2027–2032.
• Continuation beyond age 75 requires special resolution.
• Non-Executive Directors' remuneration limited to sitting fees; no commission.

Related party transactions & subsidiary

• Carebridge Technologies India Pvt Ltd is 99.99% subsidiary.
• FY2025-26 related party sales: Carebridge 12.09 lakh; rent 1.77 lakh; maintenance 0.17.
• subsidiary turnover ₹37.40 lakh; profit after tax ₹12.79 lakh.
• MD remuneration ₹23.78 lakh; CFO ₹10.48 lakh; Company Secretary ₹1.80 lakh.
• All related party transactions were in ordinary course and arm's length.

Audit, controls & governance

• Statutory Auditor: Motilal & Associates LLP; Internal Auditor: ABHL & Associates; Secretarial Auditor: D Maurya & Associates.
• Key audit matter: IND AS 115 revenue recognition; warranty ₹263.41 lakh.
• Internal financial controls deemed adequate; independent audit reports filed.
• Four board meetings held; Independent Directors met separately.
• Secretarial audit MR-3 completed; CSR compliance verified.

CSR & compliance

• CSR expenditure ₹11.25 lakh; average net profit ₹5.56 crore.
• CSR obligation ₹11.12 lakh; no unspent CSR funds (as reported).
• CSR policy available on company website; projects via K. K. Wagh Education Society.
• Annual CSR report and governance disclosures included in Annexures.

Shareholding, liquidity & compliance

• Dematerialised shares: 54,50,617; physical: 59,620; total 100% of paid-up.
• Promoter group holds 60.21% of equity; Balkrishna Tendulkar holds 59.09%.
• BSE listed; Scrip 538401; ISIN INE318N01011.
• No trading suspensions; transfers in demat form only per SEBI rules.

Outlook & risks

• Opportunities: sector focus, online platforms growth, rural development.
• Risks: competition from low-cost imports; rising manpower costs; talent retention concerns.
• Management expects continued revenue growth and profitability with cost optimization and product mix improvements.

AGM Details

• Date and time: 23 September 2026, 3:30 PM.
• Mode: VC/OAVM with physical venue option.
• Venue: Majestic Court, Navi Mumbai.
• Remote e-voting window: Sep 20–22, 2026.
• Record date/cut-off for e-voting: Sep 16, 2026.

Key Resolutions

• Adopt audited standalone and consolidated financial statements for year ended March 31, 2026.
• Re-appoint Narendra Prabhakar Mahajani as Non-Executive Non-Independent Director (retiring by rotation).
• Increase authorised share capital and amend Memorandum of Association.
• Issue bonus shares by capitalization of retained earnings.
• Remuneration of Balkrishna Kamalakar Tendulkar for two years.
• Re-appoint Prakash Vithal Page as Independent Director for second five-year term; continuation beyond age 75.

Director Changes

• Re-appointment of Narendra Prabhakar Mahajani as Non-Executive Non-Independent Director.
• Re-appointment of Prakash Vithal Page as Independent Director for second term; continuation beyond age 75.

Remuneration & Related Party Transactions

• Remuneration for Balkrishna Kamalakar Tendulkar approved for two years; cap set by approvals.
• RPT: MD remuneration treated as related party transaction; requires shareholder approvals.