Directors Report of Macfos Ltd.

Mar 31, 2025

Your directors are pleased to present the Eighth Annual Report of the Company covering the operating and finan¬
cial performance, together with the Audited Financial Statements and the Auditors’ Report for the Financial Year
ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2025, are
summarised as under:

Particulars	Standalone Financial Statement Year ended		Consolidated Financial Statement Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Income:
Revenue from Operations	25,498.68	12,512.76	25,506.14	12,513.31
Other Income	269.66	123.32	269.90	123.32
Total Income	25,768.34	12,636.08	25,776.04	12,636.63
Total Expenses	23,363.89	11,157.60	23,373.86	11,163.74
Profit Before Interest, Depreciation & Taxation	2,699.12	1,684.48	2,697.47	1,679.12
Less: Interest and Finance Charges (net)	207.86	138.03	207.86	138.03
Less: Depreciation	86.81	67.98	87.43	68.20
Profit Before Tax	2,404.45	1,478.47	2,402.17	1,472.90
Add / (Less) Prior Period Adjustment- Income Tax	-	-	-	-
Add / (Less): current tax	617.23	389.66	617.23	389.66
Add/ (Less): MAT Credit Entitlement	-	-	-	-
Add / (Less): Deferred tax	(8.80)	(0.96)	(8.80)	(1.05)
Add /(Less):- Excess/Short Provision Written back/off	1.80	1.78	1.80	1.78
Profit After Tax	1,794.22	1,087.98	1,791.94	1082.50
Less: Proposed Dividend / Interim Dividend including tax on dividend	-	-	-	-
Profit for the year	1,794.22	1,087.98	1,791.94	1082.50

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the company has made Standalone Revenue from Operations of Rs. 25,498.68 Lakh
and Net Profit after Tax of Rs. 1,794.22 lakh, and consolidated Revenue from Operations of Rs. 25,506.14 Lakh
and Net Profit after Tax of Rs. 1,791.94 lakh. The Board of Directors of your Company is optimistic about the
future prospects of the Company. Your directors are of the view that the progressive growth of the company will
continue in the subsequent financial year and are hopeful for bright future prospects. The financial result as
reflected in the statement of profit and loss account of the company is self-explanatory.

3. TRANSFER TO RESERVES

The Board has decided to transfer Rs. 1,794.22 Lakh standalone and 1,791.94 Lakh consolidated net profit to the
Reserves.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in
view the company’s dividend distribution policy, has decided it would be prudent not to recommend any
Dividend for the year ended on 31st March, 2025, and the entire surplus be ploughed back into the reserve of the
company.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2025, was INR. 9,41,68,210 consisting of
9,41,68,21 Equity shares of Face value INR 10/- each fully paid up.

• Preferential Issue of Equity Shares

During the financial year ended 2024-2025 Company has issued 581397 (Five Lakh Eighty-One Thousand Three
hundred and ninety-seven) equity shares of ^ 10 each at a premium of ^ 420 per share by way of preferential
allotment to non-Promoter in accordance with the provisions of the Companies Act, 2013 and the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Details of Preferential Issue:

Particulars	Preferential Issue of Equity Shares
Date of Board Approval	27th February 2024
Date of Member’s Approval	23«i March 2024
Relevant Date	22Ed February 2024
Date of opening of the Issue	23rd April 2024
Date of closing of the Issue	28th April 2024
Issue Size	Rs. 25,00,00,710
No. of Shares allotted	581397
Issue Price (Rs.)	Rs. 430
Date of Allotment	04th May 2024

I. Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2025, was Rs. 12,00,00,000 divided into
1,20,00,000 Equity Shares of Re. 10 each.

II. Paid-up Share Capital:

As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood at Rs. 9,41,68,210/- divided
into 9,41,68,21 fully paid-up equity shares of face value of Re. 10/- per share. During the financial year 2024-25,
your Company has issued and allotted 581397 Shares of the Face Value INR10/- each at a premium of 1NR 420/-
per share on a preferential basis.

6. CHANGES IN NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

a. During the year under review, the Company noted the following Material Changes and Commitments
(up to March 31 2025):

The Company received approval from shareholders for the issue of up to INR. 5,81,397 [Five Lakh Eighty-One
Thousand Three hundred and ninety-seven] Equity Shares of INR 10/- [Rupees Ten] each for cash at an issue
price of INR 430/- (Premium of Rs. 420) [Four Hundred and Thirty] per share total aggregating to INR
25,00,00,710 [Twenty- Five Crore Seven Hundred and Ten] in the Extra Ordinary General Meeting held on Satur¬
day March 23 2024; The Board of Directors in their meeting held on May 04 2024 approved the Allotment of
5,81,397 fu lly paid-up Equity Shares of Face Value of INR 10/- each at issue price of INR 430/- per Equity Share
(at a premium of INR. 420/- per equity share) on preferential basis to non-promoter; The Company received
in-principle and Listing approval from BSE Limited ("BSE") for issue of 5,81,397 Equity Shares Face value INR
10/- [Rupees Ten] each for cash. Accordingly, the Equity Shares issued, listed, and permitted to trade on the
Exchange with effect from Friday, June 14, 2024;

b. There have been no material changes or commitments that have affected the financial position of the
Company between the close of FY 2024-25 and the date of this report.

8. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the
unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government,
upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF”) Rules, the shares in respect of which a
dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be
transferred to the Demat account created by the IEPF Authority.

However, to conserve the resources for the expansion of business in the long run, your Company has not recom¬
mended any dividend for the Financial Year 2024-25 and has decided to retain the profits.

9. DEPOSITS:

During the year the Company has not accepted or renewed any deposits from the public in terms of the directives
issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of
the Companies Act, 2013 and the rules made there under hence information regarding outstanding deposits is
not required.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has two subsidiaries named as M/s. Macfos Electronics Private Limited and Nuo Zhan Technolo¬
gies Limited as of March 31, 2025. There are no associates or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the finan¬
cial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the
Company in Annexure I.

11. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

• Constitution of Board:

The Board of the Company comprises Executive Directors, Non-Executive and Independent Directors.
In terms of Section 149 of the Companies Act, 2013 and rules made thereunder and Listing Regulations, the Com¬
pany has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all
three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act,
2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and they are Independent of Management.

Aseparate meeting of Independent Directors was held on January 31 2025, to review^rthe performance of Non-In¬
dependent Directors and the Board as a whole and the performance of the Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and Board
that is necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and the Code for Independent Directors are
incorporated on the website of the Company.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7)
of the Companies Act, 2013 and 16(l)(b) of Listing Regulations confirming that they meet the criteria of Inde¬
pendence as per relevant provisions of the Companies Act, 2013 for the financial year 2024-25. The Board of
Directors of the Company has taken on record the said declarations and confirmation as submitted by the Inde¬
pendent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they
fulfil the conditions for Independent Directors and are independent of the Management. All the Independent
Directors have confirmed that they comply with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifi¬
cation of Directors) Rules, 2014, concerning registration with the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

None of the Independent Directors has resigned during the year.

• Retirement by Rotation

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013,
Mr. Nileshkumar Purushottam Chavhan (DIN: 07936897), an Executive Director of the Company, retires by rota¬
tion at the 07th Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and
seeks re-appointment. The Board of Directors recommends his Reappointment to the shareholders.

• Cessation

During the year under review, there was no change in the composition of the Board with respect to cessation
from Directorship.

• Key Managerial Personnel

Sr. No	Name of Key Managerial Personnel	Designation
1	Atul Maruti Dumbre	Chairman and Managing Director
2	Binod Prasad	Whole Time Director & CFO
3	Nileshkumar Purshottam Chavhan	Whole Time Director
4	Sagar Subhash Gulhane	Company Secretary and Compliance Officer

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its
Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations").
These declarations have been placed before and noted by the Board.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Compa¬
nies Act, 2013, shall state

a. That in the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along
with a proper explanation relating to material departures.

b. That proper accounting policies have been selected and applied consistently; and, the judgments and
estimates that are made are reasonable and prudent to give a true and fair view of the state of affairs of the
company as on 31st March 2025 and of the Profit of the Company for that period.

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and
detecting fraud and other irregularities.

d. That the Annual Accounts have been prepared on a going concern basis.

e. That the directors laid down internal financial controls to be followed by the Company, and such internal
financial controls are adequate and operating effectively.

f. That 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.

14. COMPOSITION OF THE BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors, along with its committees, provides leadership and guidance to the Management and
directs and supervises the performance of the Company, thereby enhancing stakeholder value.

• BOARD OF DIRECTORS

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of
MACFOS LIMITED comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors
are eminent persons with proven records in diverse areas like business, accounting, finance, economics, adminis¬
tration, etc. The composition of the Board of Directors represents an optimal mix of professionalism, qualifica¬
tion, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31,
2025, comprised of 6 Directors, out of which 1 was Executive Director ("ED") (MD & Chairman), 2 were Executive
Directors Whole Time Directors ("EDs") of which 1 Director is Whole Time Director & CFO and 3 were Non-Exec¬
utive Directors ("NEDs") Independent Directors ("IDs").

• COMPOSITION OF BOARD:

S. No.	Name	Category	Designation
1.	Mr. Nileshkumar Purushottam Chavhan	Executive Director	Whole Time Director
2.	Mr. Atul Maruti Dumbre	Executive Director	Managing Director & Chairman
3.	Mr. Binod Prasad	Executive Director	Whole Time Director & CFO
4.	Mr. Ankit Rathi	Independent Director	Independent Director
5.	Mr. Anamika Ajmera	Independent Director	Independent Director
6.	Mr. Ravi Jagetiya	Independent Director	Independent Director

• BOARD MEETINGS:

The Board of Directors duly met 05 times at regular intervals during the mentioned financial year, and in respect
of which meetings proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period
prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:

S. No.	Date of Meeting	Total Number of directors as On the date of the	Total Number of Directors Attended the meeting	% of attendance
1.	04-05-2024	6	5	83.33%
2.	08-05-2024	6	6	100
3.	29-07-2024	6	6	100
4.	11-11-2024	6	4	66.66%
5.	31-01-2025	6	5	83.33%

**During the year under review, 01 (One) Annual General Meeting was held on 07th September, 2024.

• COMMITTEES OF THE BOARD:

The Board of Directors has constituted the following Committees, and their details are hereunder,
a. NOMINATION AND REMUNERATION COMMITTEE:

As per provisions of section 178, Schedule V, and other applicable provisions of the Companies Act, 2013, read
with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute
a Nomination and Remuneration Committee. Hence, the Board constituted the Nomination and Remuneration
Committee, which consists of three Independent Directors as on 31st March, 2025. The detailed composition of
the members of the Nomination and Remuneration Committee at present is given below:

NOMINATION AND REMUNERATION COMMITTEE
Name	Designation
Ankit Rathi	Independent Director	Chairman
Ravi Kant Jagetiya	Independent Director	Member
Anamika Ajmera	Independent Director	Member

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and
Remuneration Policy inter alia provides the terms for appointment and payment of remuneration to Directors
and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the
Company at https://www.robu.in

The dates on which Nomination and Remuneration Committee meetings were held are as follows

		Total Number of	Total Number of
S. No.	Date of Meeting	directors as on the date of meeting	Directors Attended the meeting	% of attendance
1.	31-01-2025	3	3	100

b. AUDIT COMMITTEE:

As per the provisions of section 177 and other applicable provisions of the Companies Act, 2013, read with rule
6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute an Audit
Committee. Hence, the Board constituted an Audit Committee which consists of two Independent Directors and
One Executive Director as on 31st March, 2025. The detailed composition of the members of the Audit Committee
at present is given below:

AUDIT COMMITTEE MEMBERS
Name	Designation	Designation
Ankit Rathi	Independent Director	Chairman
Anamika Ajmera	Independent Director	Member
Atul Maruti Dumbre	Managing Director	Member

The dates on which Audit Committee meetings were held are as follows

S. No.	Date of Meeting	Total Number of directors as on the date of meeting	Total Number of directors Attended the meeting	o/oof attendance
1.	08-05-2024	3	3	100
2.	29-07-2024	3	3	100
3.	11-11-2024	3	3	100
4.	31-01-2025	3	3	100

As per the provision of section 178 sub-section (5) and other applicable provisions of the Companies Act, 2013,
read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to
constitute a Stakeholder Relationship Committee. Hence, the Board constituted a Stakeholder Relationship Com¬
mittee which consists of two Independent Directors and One Executive Director as on 31st March, 2025. The
detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

STAKEHOLDERS RELATIONSHIP COMMITTEE
Name	Designation	Designation
Anamika Ajmera	Independent Director	Chairman
Binod Prasad	Whole Time Director	Member
Ankit Rathi	Independent Director	Member

The dates on which Stakeholders Relationship Committee meetings were held are as Follows.

S. No.	Date of Meeting	Total Number of directors Total Number of as Directors On the date of the meeting Attended the meeting		% of attendance
1.	31-01-2025	3	3	100

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provision of section 135 sub-section (1) and other applicable provisions of the Companies Act, 2013,
read with a rule made under the Companies (Meetings of Board and its Power) Rules, 2014, the Board was
required to constitute a Corporate Social Responsibility Committee. Hence, the Board constituted the Corporate
Social Responsibility Committee, which consists of two Independent Directors and One Executive Director as on
31st March 2025. The detailed composition of the members of the Stakeholder Relationship Committee at
present is given below:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Name	Designation	Designation
Atul Maruti Dumbre	Whole Time Director	Chairman
Binod Prasad	Whole Time Director	Member
Ankit Rathi	Independent Director	Member

The dates on which Corporate Social Responsibility Committee meetings were held are as Follows

S. No.	Date of Meeting	Total Number of directors as On the date of	Total Number of Directors Attended the meeting	% of attendance
1.	31-01-2025	3	3	100

The Company constituted a Corporate Executive Committee during the year to enhance operational efficiency
and strategic decision-making. The Committee was established with defined terms of reference encompassing
key areas of business operations, including strategic planning, resource allocation, and performance monitoring.
The formation of this Committee represents a significant step in strengthening the Company''s governance frame¬
work and ensuring more agile management of critical business matters.

The dates on which Corporate Executive Committee meetings were held are as Follows

S. No.	Date of Meeting	. Total Number of directors as On the date of the	Total Number of Directors Attended the meeting	% of attendance
1.	13-12-2024	3	3	100
2.	06-03-2025	3	3	100
3	07-03-2025	3	3	100

15. DETAIL OF FRAUD REPORTED BY AUDITORS:

During the year under review, there was no fraud reported by the auditors to the Board under section 143(12)
of the Companies Act, 2013.

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has formed a Nomination and Remuneration Committee, which has framed the Nomination and
Remuneration Polity. The Committee reviews and recommends to the Board of Directors about remuneration for
Directors and Key Managerial Personnel and other employees up to one level below Key Managerial Personnel.
The Company does not pay any remuneration to the Non-Executive Directors of the Company other than a sitting
fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive
Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment, and
remuneration of Directors and key Managers. All the appointments, reappointments, and remuneration of
Directors and Key Managerial Personnel are as per the Nomination and Remuneration Polity of the Company.
The Nomination and Remuneration Polity is also available on the website of the Company https://robu.in/
investor-relations/#1673688606553-95981d9d-743a in the head of Policies & Code.

The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior
Management of the Company. The main object of the Code is to set a benchmark for the Company''s commitment
to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in
accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the
Code provides for the highest standard of professional integrity while discharging the duties and promotes and
demonstrates professionalism in the Company.

All the Board Members and Senior Management of the Company have affirmed compliance with the code of
conduct for the financial year ended on March 31, 2025, as required by Regulation 26(3) of the Listing Regula¬
tions. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual
Report in Annexure II The code of conduct is also available on the website of the Company https://robu.in/
investor-relations/

17. POLICY FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect
on May 15, 2015, to putin place a framework for the prohibition of insider trading in securities and to strengthen
the legal framework thereof. According to Regulation 8 of the Securities and Exchange Board of India (Prohibi¬
tion of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Com¬
pany. The Code of Fair Disclosure is available on the website of the Company https://robu.in/investor-relations/

Further, pursuant to Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trad¬
ing. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with
the shares of the Company, and cautions them on the consequences of non-compliance. The Company Secretary
has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code
of conduct to regulate, monitor, and report trading by insiders is also available on the website of the Company,
https://robu.in/investor-relations/

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its
affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of directors (s) /
employees (s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit
Committee. It is affirmed that no person has been denied access to the Audit Committee. The Compliance Officer
and Audit Committee is mandated to receive the complaints under this policy. The Board, every year, has present¬
ed an update on the whistleblower policy. Whistleblower policy is available on the website of the Company at
https://robu.in/investor-relations/. The Polity ensures complete protection to the whistle-blower and follows a
zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report
any concern under this Policy. During the year under review, the Company did not receive any complaint of any
fraud, misfeasance etc. The Company''s Whistle Blower Policy (Vigil Mechanism) has also been amended to make
employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished
Price Sensitive Information to enable them to report on leakages, if any, of such information.

19. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees, and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters, including:

• Degree of fulfilment of key responsibilities towards stakeholders (byway of monitoring corporate governance
practices, participation in long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of coordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of the relationship between Board Members and the Management

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply with Secretarial Standards issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as a leader

• Evaluating Business Opportunities and analysis of Risk Reward Scenarios

• Set the key investment goal

• Professional conduct and integrity

• Sharing of information with the Board.

• Adherence to applicable government law

20. RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective
actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimisation, which is
periodically reviewed to ensure smooth operation and effective management control, which is also available on
our website https://robu.in/investor-relations. The Audit Committee also reviews the adequacy of the risk man¬
agement framework of the Company, the key risks associated with the business, and the measures and
steps in place to minimise the same.

21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company provides equal opportunities and is committed to creating a healthy working environment that
enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form
of harassment at the workplace.

The Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the require¬
ments of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
which is also available on our website https://robu.in/investor-relations

Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate office. ICC has equal
representation of men and women and is chaired by senior woman employee of the HR Department of the
Company.

The composition of the internal complaint committee is as follows:

	Name of the Member
1	Sumeet Mahadik	Team Lead- HR
2	Nilesh Chavhan	Director
3	Sampada Dharmadhikari	HR Executive
4	Sanjivani More	Assistant HR Executive
5	Snehal Kulkarni	Sr. Logistics Coordinator
6	Mrs. Madhuri Mali	Embedded Engineer

22. AUDITORS:

i. STATUTORY AUDITORS:

As recommended by the Audit Committee Meeting held on 29th July 2024, the Company board of directors of the
company has approved the Reappointment of M/s Kishor Gujar & Associates, Chartered Accountants, Pune,
having Firm Registration No. FRN-116747W, for the next term of the Five Financial year from the conclusion of
the 7th Annual General Meeting till the conclusion of the 12th Annual General Meeting.

The Company reappointed M/s Kishor Gujar & Associates, Chartered Accountants, Pune, having Firm Registra¬
tion No. FRN-116747W as the Statutory Auditors for the next term of five (5) financial years. The auditors were
previously appointed with effect from the 1st day of April, 2019, and their term expired at the 7th (Seventh)
Annual General Meeting of the Company. Consequently, the same auditors were reappointed at the 7th (Seventh)
Annual General Meeting for the next term of five (5) years, effective from the conclusion of the 7th (Sev
enth) Annual General Meeting until the conclusion of the 12th (Twelfth) Annual General Meeting.

The Auditors'' Report for the financial year ended on March 31, 2025, has been provided in "Financial State
ments” forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer.
The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further
comments.

ii. INTERNAL AUDITORS:

M/s. Moore Singhi Advisors LLP has been appointed as the Internal Auditor of the company on 28th July 2025 for
the Financial Year 2024-25 and 2025-26 and will continue until further. The Internal Auditor is appointed by the
Board of Directors of the Company on a yearly basis and based on the recommendation of the Audit
Committee. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Com
mittee on a half-yearly basis. The scope of the internal audit is approved by the Audit Committee.

hi. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed
M/s. Chirag Chawra & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial
year ended on March 31, 2025. The Secretarial Audit Report in Form MR-3 for the financial year ended on March
31,2025, is attached to the Director’s Report and forms part of this Annual Report. (Annexure - III)

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark, or
disclaimer.

23. DIRECTORS'' RESPONSE ON AUDITORS'' QUALIFICATIONS, RESERVATIONS, OR ADVERSE REMARKS,
OR DISCLAIMER MADE

There is no qualification or Disclaimer of Opinion in the Auditor’s Report on the Financial Statements to the
shareholders of the Company made by the Statutory Auditors in their report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has articulated proper systems to ensure compliance with Secretarial Standards issued by The
Institute of Company Secretaries of India and its provisions and complies with the same.

25. ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Compa¬
nies (Management and Administration) Rules, 2014, the annual return in Form No. MGT-7 for the financial year
2024-25 will be available on the website of the Company (www.robu.in). The due date for filing annual returns
for the financial year 2024- 25 is within a period of sixty days from the date of the annual general meeting.
Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within the prescribed time,
and a copy of the same shall be made available on the w^rebsite of the Company (www.robu.in) as is required in
terms of Section 92(3) of the Companies Act, 2013.

26. CORPORATE GOVERNANCE:

As per Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of
Corporate Governance shall not be mandatory for companies listed on the SME Platform. Since our company
has registered on the SME platform, the requirement of Corporate Governance does not apply to us.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V
Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regula¬
tions, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure IV

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

The details of loans/guarantees/ investments (if any) made by the Company under Section 186 of the
Companies Act, 2013 have been disclosed in the Financial Statement

29. LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the
year and at the close of the year have been disclosed in the Financial Statement.

The Funds have been given out of the Director''s own Funds and are not being given out of funds acquired by
borrowing from others

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter
into any contract/arrangement/transaction with related parties which could be considered material in accor¬
dance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2
is not applicable. The attention of the members is drawn to the disclosures of transactions with the related
parties are set out in Notes to Accounts forming part of the financial statement.

31. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act. 2013 read with Rule 5 of the Corporate Social Responsibility Rules,
2014 and any other applicable provisions thereof (Including any statutory modification(s) or re-enactment
thereof for the time being in force) as amended from time to time, and as per the company CSR policy approved
by the Board of Director and as recommended by the Corporate Social Responsibility Committee consent of the
Board of Directors be and is hereby accorded to approve the Contribution for the Financial Year
2024-25 of Rs. 21,85,687 (Rupees Twenty-One Lakh Eighty-Five Thousand Six Hundred Hundred and
eighty-Seven) as the CSR Expenditure. And during the year company made a payment of Rs. 22,00,000/-, which
is over and above the actual expenditure to be made.

During the financial year 2024-25 company has made the payment of CSR Contribution to M/s RAGINIBEN
BIPINCHADRA SEVA KARYA TRUST, A-40, JIVAN JYOT SOCIETY, SIRHIND ROAD, ODHAV ROAD, AHMEDABAD,
GJ01, GJ, 382415, having CSR Registration No CSR00012645, which is engaged in the CSR Activity, i.e. providing
Education the children and women empowerment - affordable hostels for women''s purpose.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective and reliable internal control system commensurate with the size of its operations.
At the same time, it adheres to local statutory requirements for the orderly and efficient conduct of business,
safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of
accounting records and timely preparation of reliable financial information. The efficacy of the internal
checks and control systems is validated by self-audits and internal as well as statutory auditors.

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013, read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company
and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
and Company Secretary in the financial year:

Name	Ratio to the median remuneration	% Increase in remuneration in the financial year
Executive Director
MR. NILESHKUMAR CHAVHAN	12.50	20.00
MR. ATUL MARUTI DUMBRE	12.50	20.00
MR. BINOD PRASAD	12.50	20.00
Company secretary
CS SAGAR GULHANE	1.45	NA

2. The percentage increase in the median remuneration of employees in the financial year: NIL

3. The number of permanent employees on the rolls of the Company: -178

4. Average percentile increases already made in the salaries of employees other than the managerial personnel
in the last financial year, and their comparison with the percentile increase in the managerial remuneration,
and justification thereof, and point out if there are any exceptional circumstances for an increase in the
managerial remuneration.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms
that the remuneration is as per the remuneration policy of the Company. The information pursuant to Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
does not apply to the company as no employee receives remuneration exceeding Rs. 8,50,000/- per month or
Rs. 1,02,00,000/- per annum.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
ERNING AND OUTGO:

1.1 Conservation of Energy:

The steps taken or impact on the conservation of energy :-

I. The company is putting continuous efforts to reduce the consumption of energy and maximum possible
saving of energy.

II. The steps taken by the company for utilizing alternate sources of energy: - The Company has used alternate
sources of energy, whenever and to the extent possible.

III. The capital investment on energy conservation equipment: - NIL

1.2 Technology Absorption:

a. The effort made towards technology absorption: -No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitu¬
tion: -No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year: N.A

d. The expenditure incurred on Research & Development: 40 Lakh

1.3 Foreign Exchange Earnings and Outgo:

Further, the details of foreign exchange earnings or outgoings during the year under review, as required in
accordance with the provisions of section 134 (m) of the Companies Act, 2013, are as follows:

Foreign Exchange Earning (Rs. in Lakh): 189.55/-

Foreign Exchange Outgo (Rs. in Lakh): 13054.77/-

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant and/or material orders passed by any Court or Regula¬
tor, or Tribunal, which may impact the going concern status or the Company''s operations in the future.

36. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record
their appreciation for the honest and efficient services rendered by the employees of the company.

37. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility Report is to be given only
by the top 1000 listed companies based on market capitalization; therefore, the same does not apply to the
Company as of March 31, 2025.

38. MAINTENANCE OF COST RECORD

The Cost audit as specified by the Central Government under section 148 of the Companies Act, 2013, read with
the Companies (Cost Records and Audit) Amendment Rules, 2014, does not apply to the company. However, the
maintenance of cost records is applicable as the turnover of the relevant HSN code is more than the prescribed
limit, and our company is maintaining the cost record as per the applicable rules. The company had obtained
the Certificate from the cost auditor for maintaining the cost audit records.

39. DEMATERIALISATION OF SHARES:

The Demat activation number allotted to the Company is ISIN INE0OLH01013. The shares of your Company are
being traded in electronic form, and the Company has established connectivity with both the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

40. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year. The details of the difference between the amount of the valuation done at the time of
one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along
with the reasons thereof, do not apply to the Company.

41. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implementation of
internal financial control across the Organization and ensures that the same are adequate and operating effec¬
tively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Com¬
pany, its compliance with the operating systems, accounting procedures and policies of the Company. Based on
the report of the Internal Auditor, the process owners undertake the corrective action in their respective areas
and thereby strengthen the Control. Significant audit observations and corrective actions thereon are presented
to the Audit Committee of the Board.

42. WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2025 will be available on the website of the Company at
ww''w.robu.in

43. ACKNOWLEDGEMENTS:

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have
contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers
and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Maharashtra, Ministry of Commerce and Industry, Minis¬
try of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for
their support during the year and look forward to their continued support in future.

44. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and
information available to the Company. The company does not and cannot guarantee the accuracy of various
assumptions underlying such statements, and they reflect the Company''s current views of future events and are
subject to risks and uncertainties. Many factors, like changes in general economic conditions, amongst others,
could cause actual results to be materially different.

On behalf of the Board of Directors
For, MACFOS LIMITED

Sd/- Sd/-

ATUL MARUTI DUMBRE BINOD PRASAD

(Managing Director) (Whole Time Director)

(DIN: 07938302) (DIN: 07938828)

Date: 28/07/2025
Place: PUNE

---

Mar 31, 2024

Your directors are pleased to present the Sixth Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors'' Report thereon for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULTS:

During the year under review, the performance of the company is as follows:

(Rs. In lacs)

Particulars	Standalone Financial Statement Year ended		Consolidated Financial Statement Year ended
	March 31, 2024	March 31, 2023	March 31, 2024
INCOME:
Revenue from Operations	12,512.76	8,016.82	12,513.31
Other Income	123.32	63.50	123.32
Total Income	12,636.08	8,080.32	12,636.63
Total Expenses	11,157.60	7,075.29	11,163.74
Profit Before Interest, Depreciation & Taxation	1684.48	1151.4	1679.12
Less: Interest and Finance Charges (net)	138.03	101.19	138.03
Less: Depreciation	67.98	45.18	68.20
Profit Before Tax	1478.47	1005.03	1472.90
Add / (Less) Prior Period Adjustment- Income Tax	-	-	-
Add / (Less): Current tax	389.66	266.96	389.66
Add/ (Less): MAT Credit Entitlement	-	-	-
Add / (Less) : Deferred tax	(0.96)	(3.06)	(1.05)
Add /(Less):- Excess/Short Provision Written back/off	1.78	-	1.78
Profit After Tax	1,087.98	741.14	1082.50
Less: Proposed Dividend / Interim Dividend including tax on dividend	-	-	-
Profit for the year	1,087.98	741.14	1082.50

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the company has made Standalone Revenue from Operations of Rs. 12,512.76 Lakh and Net Profit after Tax of Rs. 1,087.98 lacs. and consolidated Revenue from Operations of Rs. 12,513.31 Lakh and Net Profit after Tax of Rs. 1082.50 lakh. The Board of Directors of your Company is optimistic about the future prospects of the Company. Your directors are of the view that the progressive growth of the company will continue in the subsequent financial year and are hopeful for bright future prospects. The financial result as reflected in the statement of profit and loss account of the company is self-explanatory.

3. TRANSFER TO RESERVES :

The Board has decided to transfer Rs. 1,087.98 Lakh standalone and 1082.50 lacs consolidated net profit to the Reserves for the year under review.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping view the company''s dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31^st March, 2024 and the entire surplus be ploughed back to the reserve of the company.

5. SHARE CAPITAL:

During the year under review, the Company has made changes in the share capital the details of the same are mentioned below:

I. Authorised Share Capital:

The Company''s Authorized share capital has increased from Rs. 9,00,00,000/- (Nine Crore only) comprising of 90,00,000 (Ninety Lakhs) equity share of Rs. 10 (Ten rupees) to Rs. 12,00,00,000/- (Twelve Crore only) comprising of 1,20,00,000 (one Crore Twenty Lakh)) equity share of Rs. 10 (Ten rupees) each, vide Ordinary Resolution passed at their Shareholder Meeting dated 23^rd day of March 2023.

6. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations/LODR'') regarding deviation/variation in the utilization of proceeds as mentioned in the offer document did not apply to the company during the reporting period.

7. CHANGES IN NATURE OF BUSINESS:

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

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are material changes and commitments affecting the financial position of the company which have been occurred between the ends of the financial year of the company to which the financial statements relate and the date of the report: -

a. During the year under review, the company has made the allotment of 5,81,397 Equity shares of Rs. 10/-each at a Premium of Rs. 420/- bearing distinctive numbers from 8835425 to 9416821 to non-promoters on a preferential basis.

b. The Company''s paid-up share capital has been increased by the way of Preferential issue of equity Shares (private placement) from Rs. 8,83,54,240 (Rupees Eight Crore Eighty-Three Lakh Fifty-Four Thousand Two Hundred and Forty) comprising of 8835424 Equity Share of Rs.10/- each to 9,41,68,210 (Rupees Nine Crore Forty-One Lakh Sixty-Eight Thousand Two Hundred and Ten) comprising of 9416821 equity shares of Rs.10/- each.

9. LISTING WITH STOCK EXCHANGE:

The shares of the company are listed on BSE Limited (BSE) SME Platform w.e.f. 01/03/2023

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority.

The company does not have any unpaid or unclaimed dividends or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

11. DEPOSITS:

During the year the Company has not accepted or renewed any deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under hence information regarding outstanding deposits is not required.

12. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has two subsidiaries named as M/s. Macfos Electronics Private Limited and Nuo Zhan Technologies Limited as of March 31, 2024. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company in Annexure I.

13. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

• Constitution of Board:

The Board of the Company comprises Executive Directors, Non-Executive and Independent Directors.

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on January 24 2024, to review the performance of Non-Independent Directors and the Board as a whole and the performance of the Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and the Code for Independent Directors are incorporated on the Company''s website.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet the criteria of Independence as per relevant provisions of Companies Act, 2013 for the financial year 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfil the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they comply with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, concerning registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of the Independent Directors have resigned during the year.

• Retirement by Rotation

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Nileshkumar Purushottam Chavhan (DIN: 07936897), an Executive Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment to the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 6th Annual General Meeting.

• Cessation

During the year under review, there is no cessation from Directorship.

• Key Managerial Personnel

Sr.no	Name of Key Managerial Personnel	Designation
1	Atul Maruti Dumbre	Chairman and Managing Director
2	Binod Prasad	Whole Time Director & CFO
3	Nileshkumar Purshottam Chavhan	Whole Time Director
4	Sagar Subhash Gulhane	Company Secretary and Compliance Officer

14 . DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state

a) That in the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along with proper explanation relating to material departures.

b) That proper accounting policies have been selected and applied consistently; and, the judgments and estimates that are made are reasonable and prudent to give a true and fair view of the state of affairs of the company as on 31st March 2024 and of the Profit of the Company for that period.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

e) That the directors laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) That 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 Board of Directors along with its committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

• BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of MACFOS LIMITED comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven records in diverse areas like business, accounting, finance, economics, administration, etc. The composition of the Board of Directors represents an optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2024, comprised of 6 Directors, out of which 1 was Executive Director ("ED") (MD & Chairman), 2 were Executive Directors Whole Time Directors ("EDs") of which 1 Director is Whole Time Director & CFO and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs").

• COMPOSITION OF BOARD:

Sr.no	Name	Category	Designation
1	Mr. Nileshkumar Purshottam Chavhan	Executive Director	Whole Time Director
2	Mr. Atul Maruti Dumbre	Executive Director	Managing Director & Chairman
3	Mr. Binod Prasad	Executive Director	Whole Time Director & CFO(KMP)
4	Mr. Ankit Rathi	Independent Director	Independent Director
5	Mrs. Anamika Ajmera	Independent Director	Independent Director
6	Mr. Ravi Jagetiya	Independent Director	Independent Director

• BOARD MEETINGS:

The Board of Directors duly meet 05 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:

Sr.no	Date of Board Meeting	Total Number of directors as on the date of meeting	Total Number of directors Attended the meeting	% of attendance
1	20-05-2023	6	6	100
2	20-07-2023	6	6	100
3	31-10-2023	6	6	100
4	24-01-2024	6	6	100
5	27-02-2024	6	6	100

The Board of Directors has constituted the following Committees and their details are hereunder:

a) NOMINATION AND REMUNERATION COMMITTEE:

As per provision of section 178, Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute a Nomination and Remuneration Committee. Hence, the Board constituted Nomination and Remuneration Committee which consists of Three Independent Directors as on 31^st March, 2024. The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

NOMINATION AND REMUNERATION COMMITTEE
Name	Designation	Designation
Mr. Ankit Rathi	Independent Director	Chairman
Mr.Ravi Kant Jagetiya	Independent Director	Member
Mrs. Anamika Ajmera	Independent Director	Member

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia provides the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.robu.in

During the year NOMINATION AND REMUNERATION COMMITTEE was met one time.

b) AUDIT COMMITTEE:

As per provision of section 177 and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute an Audit Committee. Hence, the Board constituted an Audit Committee which consists of Two Independent Directors and One Executive Director as on 31st March, 2024. The detailed composition of the members of the Audit Committee at present is given below:

AUDIT COMMITTEE MEMBERS
Name	Designation	Designation
Mr. Ankit Rathi	Independent Director	Chairman
Mrs. Anamika Ajmera	Independent Director	Member
Mr. Atul Maruti Dumbre	Managing Director	Member

The dates on which meetings were held are as follows

Sr.no	Date of Board Meeting	Total Number of directors as on the date of meeting	Total Number of directors Attended the meeting	% of attendance
1	20-05-2023	3	3	100
2	20-07-2023	3	3	100
3	31-10-2023	3	3	100
4	24-01-2024	3	3	100

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

As per provision of section 178 sub-section (5) and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute a Stakeholder Relationship Committee. Hence, the Board constituted a Stakeholder Relationship Committee which consists of Two Independent Directors and One Executive Director as on 31^st March, 2024. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

STAKEHOLDERS RELATIONSHIP COMMITTEE
Name	Designation	Designation
Mrs. Anamika Ajmera	Independent Director	Chairman
Mr. Binod Prasad	Whole Time Director	Member
Mr. Ankit Rathi	Independent Director	Member

During the year STAKEHOLDERS RELATIONSHIP COMMITTEE was met one time.

d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per provision of section 135 sub-section (1) and other applicable provisions of the Companies Act, 2013 read with a rule made under the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Corporate Social Responsibility Committee. Hence, the Board constituted the Corporate Social Responsibility Committee which consists of Two Independent Directors and One Executive Director as on 31st March 2024. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Name	Designation	Designation
Mr. Atul Maruti Dumbre	Whole Time Director	Chairman
Mr. Binod Prasad	Whole Time Director	Member
Mr. Ankit Rathi	Independent Director	Member

During the year CORPORATE SOCIAL RESPONSIBILITY COMMITTEE met one time

17. DETAIL OF FRAUD REPORTED BY AUDITORS:

During the year under review, there was no fraud reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommends to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than a sifflng fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors and key Managers. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company https://robu.in/investor-relations/#1673688606553-95981d9d-743a in the head of Policies & Code.

The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management of the Company. The main object of the Code is to set a benchmark for the Company''s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2024, as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report in Annexure II The code of conduct is also available on the website of the Company https://www.robu.in/investor-relations/

19. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company https://robu.in/investor-relations/

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the websiteof the Company https://robu.in/investor-relations/

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The Compliance Officer and Audit Committee is mandated to receive the complaints under this policy. The Board every year has presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at https://robu.in/investor-relations/. The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company''s Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any, of such information.

21. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

22. RISK MANAGEMENT POLICY:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website https://robu.in/investor-relations/. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

23. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace.

The Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website https://robu.in/investor-relations/

Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate office. ICC has equal representation of men and women and is chaired by senior woman employee of the HR Department of the Company.

The composition of the internal complaint committee is as follows:

Sr. No.	Name	Designation
1	Sumeet Mahadik	Team Lead- HR
2	Nilesh Chavhan	Whole time director
3	Sampada Dharmadhikari	HR Executive
4	Sanjivani More	Assistant HR Executive
5	Snehal Kulkarni	Sr. Logistics Coordinator
6	Vaishnavi Sawant	Sr. Logistics Coordinator

24. AUDITORS:

i. STATUTORY AUDITORS:

The Company has appointed M/s Kishor Gujar & Associates, Chartered Accountants, Pune having Firm Registration No. FRN-116747W, as the Statutory Auditor of the company for Five consecutive years at the 2nd Annual General Meeting held on 30^th September 2019 until the conclusion of the Annual General Meeting of the Company in the year 2024.

As recommended by the Audit Committee Meeting held on 29th July 2024 the Company board of directors of the company have approved the Reappointment of M/s Kishor Gujar & Associates, Chartered Accountants, Pune having Firm Registration No. FRN-116747W, for the next term of the Five Financial year from the conclusion of the 6th Annual General Meeting till the conclusion of the 11^th Annual General Meeting.

The Auditors'' Report for the financial year ended on March 31, 2024 has been provided in "Financial Statements" forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

ii. INTERNAL AUDITORS:

M/s. Karwa Bhatia & Co. (FRN: 148963W) has been appointed as an Internal Auditor of the company on 20th July 2023 for the Financial Year 2022-23 and 2023-24 and will continue until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis and based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half-yearly basis. The scope of the internal audit is approved by the Audit Committee.

ii. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chirag Chawra & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2024. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2024 is attached to the Director''s Report and forms part of this Annual Report. (Annexure - III)

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

25. DIRECTORS'' RESPONSE ON AUDITORS'' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE :

There is no qualification or Disclaimer of Opinion in the Auditor''s Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has articulated proper systems to ensure compliance with Secretarial Standards Secretarial Standards issued by The Institute of Company Secretaries of India and its provisions and complies with the same.

27. ANNUAL RETURN :

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2023-24 will be available on the website of the Company (www.robu.in). The due date for filing annual returns for the financial year 2023- 24 is within a period of sixty days from the date of the annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within the prescribed time and a copy of the same shall be made available on the website of the Company (www.robu.in) as is required in terms of Section 92(3) of the Companies Act, 2013.

28. CORPORATE GOVERNANCE:

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies listed on the SME Platform. Since our company has registered on the SME platform the requirement of Corporate Governance does not apply to us.

29. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as (Annexure IV)

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans/guarantees/ investments (if any) made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statement.

31. LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:

The opening and closing balances of funds accepted by the Company from Directors and their relatives have been disclosed in the Financial Statement. These funds were provided from the Director''s personal resources and not from borrowed sources.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. The attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act. 2013 read with Rule 5 of the Corporate Social Responsibility Rules, 2014 and any other applicable provisions thereof (Including any statutory modification(s) or re-enactment thereof for the time being in force) as amended from time to time, and as per the company CSR policy approved by the Board of Director and as recommended by the Corporate Social Responsibility Committee consent of the Board of Directors be and is hereby accorded to approve the Contribution for the Financial Year 2023-24 of Rs. 13,46,826 (Rupees Thirteen Lakh Forty-Six Thousand Eight Hundred and Twenty-Six) as the CSR Expenditure. However, in the Previous financial the total CSR Liability was Rs. 704013 and during the year company made a payment of Rs. 10,00,000/- which is over and above the actual expenditure to be made, Now the company is to carry forward Rs. 2,95,987 which was spent in excess in the financial year 2022-23.

During the financial year 2023-24 company has made the payment of CSR Contribution to M/s GRIDLABS RESEARCH FOUNDATION, E309 Crystal Plaza Premises COOP SOC LTD 3rd floor, Room A- Link Road, opp Infinity mall Andheri (W), Mumbai, Mumbai City, Maharashtra, 400053 having CSR Registration No CSR00044642, which is engaged in the CSR Activity i.e. Construction of School infrastructure to achieve their objective to impart quality education to the students of Mumbai.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for the orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.

35. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Director
MR. NILESHKUMAR CHAVHAN	11.76	25.00
MR. ATUL MARUTI DUMBRE	11.76	25.00
MR. BINOD PRASAD	11.76	25.00
MR. JAYESH JAIN	11.76	25.00
Company Secretary
MR. SAGAR GULHANE	1.666	NA

2. The percentage increase in the median remuneration of employees in the financial year: 7.06%

3. The number of permanent employees on the rolls of Company: -154

4. The average percentile increase in salaries of employees, excluding managerial personnel, during the last financial year, has been compared with the percentile increase in managerial remuneration. Justifications for these adjustments have been provided, along with any exceptional circumstances that may have warranted an increase in managerial remuneration.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. The information pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the company as no employee is in receipt of remuneration exceeding Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

1.1 Conservation of Energy:

The steps taken or impact on the conservation of energy: -

i. The company is puffing continuous efforts to reduce the consumption of energy and maximum possible saving of energy.

ii. The steps taken by the company for utilizing alternate sources of energy: - The Company has used alternate sources of energy, whenever and to the extent possible

iii. The capital investment on energy conservation equipment: - NIL

1.2 Technology Absorption:

a. The effort made towards technology absorption: - Management keep on accessing and adding relevant technology required for our business.

b. The benefits derived like product improvement, cost reduction, product development or import substitution : -Management keeps on evaluating this, recently few products developed to substitute import.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: - N.A.

d. The expenditure incurred on Research & Development: - we keep on expending to realize Robu 2.0 (currently expenditure is limited to manpower cost and some low cost machineries only).

1.3 Foreign Exchange Earnings and Outgo:

Further, the details of foreign exchange earnings or outgoings during the year under review as required in accordance with the provisions of section 134 (m) of the Companies Act. 2013 are as follows:

Particular	Amount (Rs. in lacs)
Foreign Exchange Earning	100.63/-
Foreign Exchange Outgo	7,911.67/-

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future.

38. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

39. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business Responsibility Report is to be given only by the top 1000 listed companies based on market capitalization, therefore the same does not apply to the Company as on March 31, 2024.

40 . MAINENTANCE OF COST RECORD:

The Cost audit as specified by the Central Government under secfi''on 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 does not apply to the company. However, the maintenance of cost records is applicable as the turnover of the relevant HSN code is more than the prescribed limit and our company is maintaining the cost record as per the applicable rules. The company had obtained the Certificate from the cost auditor with respect to the Maintaining the cost audit records.

41. DEMATERIALISATION OF SHARES:

The Demat activation number allotted to the Company is ISIN INE0OLH01013. The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

42. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof does not apply to the Company.

43. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implementation of internal financial control across the Organization and ensures that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of the Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

44. WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2024 will be available on the website of the Company at www.robu.in

49. ACKNOWLEDGEMENTS:

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year

We also thank the Government of India, Government of Maharashtra, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

50. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available to the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect the Company''s current views of future events and are subject to risks and uncertainties. Many factors like changes in general economic conditions, amongst others, could cause actual results to be materially different.

On behalf of the Board of Directors For, MACFOS LIMITED

(Formerly Known As Macfos Private Limited)

Sd/- Sd/-

ATUL MARUTI DUMBRE BINOD PRASAD

(Managing Director) (Whole Time Director)

(DIN: 07938802) (DIN: 07938828)

Date:29/07/2024 Place: PUNE