Directors Report of Macobs Technologies Ltd.

Mar 31, 2025

Your directors are delighted to present the Annual Report and Audited Accounts for the period ended on 31^st
March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY.

The standalone financial statements for the year ended March 31, 2025 have been prepared in accordance
with the Accounting Standards (AS) notified under Section 133 of the Companies Act 2013 read with the
Companies (Accounts) Rules, 2014. The financial statement under Section 133 of the Companies Act
2013 read with companies (Accounts) Rules 2014.

Financial Summary is as under: -

(Amt. in lakh)

Particulars	For the Year Ended on 31st March, 2025	For the Year Ended on 31st March, 2024
Revenue from Operations	2361.25	1767.64
Other Income	32.84	12.88
Total Income	2394.09	1780.51
Less: Expenses During the year	1996.96	1425.12
Profit Before Depreciation and Tax	397.13	355.39
Less: Depreciation	21.14	17.99
Less: Finance Costs	23.53	38.42
Profit/Loss Before Tax	352.46	292.87
Less: Current Tax	91.85	77.69
Profit/Loss After Tax	260.61	215.18

2. STATE OF COMPANY’S AFFAIRS

During the financial year under review, the Company recorded a satisfactory performance, reflecting
steady growth in revenue and profitability. The performance achieved during the year has laid a firm
foundation for the Company’s future expansion and value creation. The Board remains confident of
the Company’s ability to effectively address prevailing market challenges and capitalize on emerging
business opportunities. The continued dedication and commitment of the management and employees
have significantly contributed to strengthening the Company’s position, thereby enabling sustained
growth in the years ahead.

3. FINANCIAL PERFORMANCE

During the period under review, the company reported total revenue of ^ 2394.09 lakhs for the current
year against \ 1780.51 lakhs for the previous year. The Net Profit for the year under review amounted
to \ 260.61 lakhs in the current year as compared to last year amounting to \ 215.18 lakhs.

4. DIVIDEND

In order to preserve funds for prospective growth opportunities and ongoing expansion plans, the
Board has deemed it prudent not to recommend any dividend for the financial year ended March 31,
2025. This reflects the Company’s strategic focus on enhancing financial strength and supporting
future projects and investments.

5. CASH FLOW STATEMENT

As required under Regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement
forms part of Annual Report and the Same has been attached in this annual report.

6. RESERVES AND SURPLUS

The balance in the Profit and Loss Statement for the financial year under review stood at Rs. 260.61
lakhs. Consequently, the total reserves of the Company as on March 31, 2025, amounted to Rs.
1,829.86 lakhs.

7. EXTRACT OF ANNUAL RETURN

As per the amendment in Rule 12 of the Companies (Management and Administration) Rules, 2014 a
company shall not require to attach the extract of annual return with the Board’s report in Form No,
MGT-9, in case the web link of such annual return has been disclosed in the Board’s report in
accordance with sub section (3) of Section 92 of the Companies Act 2013.

The Annual Return of the Company, as required under Section 92(3) of the Companies Act, 2013, is
available on the website of the Company at the following web link: https://macobstech.com/investor-
relations/

8. FUTURE PROSPECTS

Our Company are well-positioned for sustained growth and innovation in the lifestyle and grooming
sector. With a strong foundation built on authenticity, self-expression, and high-quality solutions, the
company aims to expand its portfolio of direct-to-consumer brands that cater to diverse needs. By
leveraging consumer insights, ethical practices, and cutting-edge technology, Our Company envisions
becoming a global leader in lifestyle brands that empower individuals across all demographics. The
company is committed to fostering communities centered on confidence, inclusivity, and well-being,
while driving innovation and environmental sustainability. With Menhood as a flagship brand and
several new initiatives in the pipeline, Our Company are set to redefine personal care experiences and
build a lasting positive impact for customers and society at large.

9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company does not have any Subsidiary, Joint Ventures and associate companies.

10.CHANGE IN THE NATURE OF BUSINESS, IF ANY.

There has been no change in nature of business of the Company during the FY 2024-2025 which is
under review.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

The company has issued 24,80,000 warrants convertible into equity shares on a preferential basis at a
price of Rs. 170.04, with an aim to meet out the working capital requirements and Marketing &
advertisement expenses and to widen the capital base of the company as well.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the Company’s operations in future.

13. DEPOSITS

The Company has not invited/received any deposits from the Public during the year.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 (“Listing Regulation”) is presented in a separate section, which forms part this
Annual Report.

15. AUDITORS’ REPORT

The report given by NGMKS & ASSOCIATES, Chartered Accountants (FRN:024492N),

Statutory Auditors on financial statements of the Company for Financial Year 2024-2025 forms part
of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors
are self-explanatory. The Auditors’ Report does not contain any qualification, reservation or adverse
remark.

16. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION
AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires
dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years,
to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was
no amount due for transfer to IEPF.

17. CHANGE IN SHARE CAPITAL

During the Financial Year under review, there were changes in capital structure of the company as
shown in the table below and there are no outstanding shares issued with differential rights, sweat
equity or ESOS.

A. Authorised Share Capital:

During the financial year ended 31st March 2025, the Authorised Share Capital of the
Company was increased as detailed below:

S.	DETAILS OF INCREASE IN AUTHORIZED SHARE	EFFECTIVE DATE
NO	CAPITAL
1	Increase in authorized capital from ? 10,00,00,000/- to ? 20,00,00,000/-	11-02-2025

Accordingly, as on 31st March 2025, the authorised share capital of the Company stands at
?20,00,00,000/- divided into 2,00,00,000 equity shares of ?10/- each.

B. Issued, Subscribed & Paid-Up Capital:

The Company has not issued any further shares during the financial year. As on 31st March
2025, the issued, subscribed and paid-up share capital of the Company is ?9,79,52,000/-
divided into 97,95,200 equity shares of ?10/- each.

C. Employee Stock Option Scheme (ESOP):

During the financial year ended 31st March 2025, the Company has not issued any shares
under the Employee Stock Option Scheme.

D. Initial Public Offer (IPO):

The Company successfully issued equity shares by way of an Initial Public Offer (IPO)
during the year under review. The details of allotment are provided below;

Date of Allotment	No. Of Equity Shares Allotted	Face Value (?)	Issue Price (?)	Nature Of Consideration	Nature Of Allotment
22-07-2024	25,95,200	10/-	75/-	Cash	Initial Public Offer (IPO)

18. THE DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars with respect to conservation of energy and technology absorption as required under
companies does not arise as not applicable to Company and also there were no Foreign
Exchange earnings or out go doing the year.

19. DIRECTORS’ & KEY MANAGERIAL PERSON

The Board of Directors of the Company as on 31st March, 2025 comprised of Five (5) Directors out of
which Two (2) are Executive Director, one (1) is Non-Executive Director and Two (2) are
Independent Directors. The composition of the Board of Directors of the Company is in accordance
with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate
combination of Executive, Non-Executive and Independent Directors.

a) The Company comprises of Five Directors as at 31.03.2025 as stated below:

SN	DIN	NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
1	08360731	Dushyant Gandotra	Managing Director	Promoter- Executive
2	07674360	Shivam Bhateja	Whole Time Director	Promoter- Executive
3	07674807	Divya Gandotra	Director	Non-Executive
4	08081299	Rachana Agarwal	Additional Director	Independent
5	10737706	Chetan Kumar Joshi	Additional Director	Independent

b) The details of key managerial personnel as at 31st March, 2025 are as follows:

S No	PAN	NAME OF THE DIRECTOR	DESIGNATION
1	BELPS2581A	Aditya Solanki	CFO
2	BPHPG3116E	Sakshi Gupta	CS

c) The details of appointment, change in designation of Directors and Key Managerial Person
during the year are mentioned below:

S. No.	Name of Director/CFO/CS	Designation	Date of Appointment	Date of Cessation
1	Priya Goel	Non- Executive Independent Director	30-09-2024	27-03-2025
		Additional Director	28-11-2023	30-09-2024
2	Sunil Kumar Rana	Non- Executive Independent Director	30-09-2024	27-03-2025
		Additional Director	28-11-2023	30-09-2024
3	Chetan Kumar Joshi	Additional Non-Executive Independent Director	27-03-2025	-
4	Rachana Agarwal	Additional Non-Executive Independent Director	27-03-2025	''
5	Ankita Soni	Company Secretary (CS)	28-11-2023	14-10-2024
6	Sakshi Gupta	Company Secretary (CS)	14-10-2024	-

d) Mr. Shivam Bhateja, Whole Time Director, retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

20. COMMITTEES OF BOARD

The Company’s Board has the following Committees:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

The Audit Committee comprises of following and the committee overseas the financial
reporting, internal controls, risk management, and compliance and submits its report to the
Board of Directors of the Company: -

Sr.	Name	Category	Designation
1.	Rachana Agarwal	Additional Independent Director	Chairperson
2.	Chetan Kumar Joshi	Additional Independent Director	Member
3.	Shivam Bhateja	Whole Time Director	Member

During year under review four (4) Audit Committee meetings were held dated:

1. 16^th May 2024

2. 21^st July 2024

3. 13 ^th October 2024

4. 14^th November 2024

During the year under review, all the recommendations made by the Audit committee were
accepted by the Board.

The Committee is governed by a Charter, which is in line with the regulatory requirements
mandated by the Companies Act, 2013. Some of the important functions performed by the
Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to
the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors ’
Report thereon before submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same, major accounting
estimates based on exercise of judgement by the Management, significant adjustments made in
the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this
regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the
Company’s accounting principles with reference to the Accounting Standard policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on
the Committee and possess sound knowledge of finance, accounting practices and internal
controls.

B. Nomination and Remuneration Committee (NRC)

The composition of the Committee constituted as under:

Sr.	Name	Category	Designation
1.	Chetan Kumar Joshi	Additional Independent Director	Chairperson
2.	Rachana Agarwal	Additional Independent Director	Member
3.	Divya Gandotra	Director	Member

One meeting of the Nomination and Remuneration Committee was convened held during the year

Date of meeting: 13 ^th October 2024.

During the year under review, all the recommendations made by the NRC were accepted by the

Board.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based
on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior
Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on
certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in

“Annexure II”.

C. Stakeholders Relationship Committee (SRC)

The composition of the Committee constituted as under:

Sr.	Name	Category	Designation
1.	Divya Gandotra	Director	Chairperson
2.	Rachana Agarwal	Additional Independent Director	Member
3.	Dushyant Gandotra	Managing Director	Member

One meeting of the Stakeholders Relationship Committee was convened held during the year
Date of meeting: 31 August, 2024.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by
the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported
lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against sub division of shares, renewal, split or consolidation of
share certificates/certificates relating to other securities;

• issue and allot right shares/bonus shares pursuant to a Rights Issue/Bonus Issue made by
the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ Stock Option
Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approval as
may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all
matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non¬
receipt of declared dividend /interest, change of address for correspondence etc. and to
monitor action taken;

• monitoring expeditious redressal of investors/stakeholder’s grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2025

Ms. Sakshi Gupta, Company Secretary of the Company is the Compliance Officer.

21. INDEPENDENT DIRECTORS:

Our Company has received annual declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in Section 149(6) of the
Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,the declarations from directors attached with this board
report as annexure V & VI, and there has been no change in the circumstances, which may affect
their status as Independent Director during the year.

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent
Directors and members of the Management. The Independent Directors reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company, taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

22. AUDITORS

Statutory auditor

The company has appointed M/s NGMKS & Associates (A peer reviewed audit firm) as the statutory
auditor of the company in the AGM dated 30^th September 2024 for a period of 5 years.

The notice to accounts referred to in the auditor report are self-explanatory and therefore do not call
for any further comments the auditor report does not contain any qualification, reservation or adverse
remark.

Secretarial Auditor:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s APNS &
Associates, Company Secretaries, (FRN: P2022UP094000), to undertake the Secretarial Audit of
the Company. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to the
Directors Report as Annexure I, and does not contain any qualification, reservation or adverse
remarks.

The company does not fall within the provisions of Section 138 of Company’s Act, 2013 read with the
Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.

Internal Auditor:

The company has appointed M/s NAVP & Associates (Firm Registration No. 025043C) as the
Internal Auditors of the company in the board meeting dated 14^th October 2024.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS.

Number of board meetings held were 08 (Eight) during the year ended 31^st March, 2025.

Date of Board Meetings-

Sr. No.	DATES	TOTAL DIRECTORS	DIRECTORS PRESENT
1.	17-05-2024	5	5
2.	08-07-2024	5	5
3.	22-07-2024	5	5
4.	31-08-2024	5	5
5.	14-10-2024	5	5
6.	14-11-2024	5	5
7.	17-01-2025	5	5
8.	27-03-2025	5	5

The name of members of the Board & their attendance at board meetings are as under:

S. No.	Name of Director	DIN	No. of meetings/ Total Meetings entitled to attend	Whether attended AGM or not?
1.	Mr. Shivam Bhateja	07674360	08	Yes
2.	Ms. Divya Gandotra	07674807	08	Yes
3.	Mr. Dushyant Gandotra	08360731	08	Yes
4.	Ms. Priya Goel	07053397	08	Yes
5.	Mr. Sunil Kumar Rana	08747109	08	No
6.	Ms. Rachana Agarwal	08081299	00	No
7.	Mr. Chetan Kumar Joshi	10737706	00	No

24. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees
and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the
following manners:

a. The performance of the board was evaluated by the board, after seeking inputs from all the
directors, on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning etc.

b. The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

c. The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

d. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent
directors, performance of the board as a whole and performance of the chairman, taking into account
the views of executive directors and non-executive directors. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.

25. PREVENTION OF SEXUAL HARASMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in
place a policy which mandates no tolerance against any conduct amounting to sexual harassment of
women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to
redress and resolve any complaints arising under the POSH Act. Training/ awareness program are
conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

No complaint was received from any employees of the company or otherwise during the
financial year 2024-25 and hence no complaint is outstanding as on 31st March 2025 for
redressal.

26. CODE OF PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and
policy for disclosure of events and occurrences that could impact price discovery in the market for its
securities as per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code is available on the Company’s website
https://macobstech.com.

27. VIGIL MECHANISM:

Our Company is committed to maintain the highest standard of honesty, openness and accountability
and recognise that employees play an important role in growth and expansion of the company. They
are the most valuable asset of the Company.

In accordance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the
Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Listing
Regulations, the Company has adopted vigil mechanism policy to enable the Directors and employees

to have direct access to the Chairperson as well as the Members of the Audit Committee. The Vigil
Mechanism Policy is available on the website of the Company website at https://macobstech.com.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company did not provided any loans, give guarantee or make investment during the year and
hence the said provision is not applicable.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were various contracts or arrangements with related parties entered during the year and the
information are provided in the Annexure III attached.

30. RISK MANAGEMENT POLICY:

Risk Management activities were monitored regularly. The Management monitors risk, reviews and
analyses risk exposure related to specified issues and provides oversight of risk across the
organization. faced by the Company are identified and assessed. For each of the risks identified,
corresponding controls are assessed, and policies and procedures are put in place for monitoring,
mitigating and reporting risk on a periodic basis.

31. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company is not required to mandatorily comply with the provisions of certain regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the
Company has not provided a separate report on Corporate Governance, although few of the
information are provided in this report under relevant heading.

32. 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 that—

A. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

B. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and;

E. 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;

F. The directors did not propose any dividend in the board meeting.

33. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance
culture. It enables the Company to attract motivated and retained manpower in competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The
Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and
Remuneration Committee within the salary scale approved by the members.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at https://macobstech.com/ and is annexed to this Report as Annexure - (II) &
(IV).

34. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the
Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the
financial year.

35. DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

36. PARTICULARS OF EMPLOYEES UNDER SECTION 194

The provisions of section 194 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the Company,
as there are no employees whose remuneration is in excess of the limits prescribed.

37. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year. Your Directors further state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and ESOS;

• Annual Report and other compliances on Corporate Social Responsibility;

• There is no revision in the Board Report or Financial Statement;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future;

• Information on subsidiary, associate and joint venture companies.

• Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code,
2016;

• Instance of one-time settlement with any bank or financial institution;

• Fraud reported by Statutory Auditors; and

• Change of nature of business.

38. ACKNOWLEDGEMENTS.

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and
Co-operation extended to the Company by all valued Customers, bankers and various departments of
government and local authorities.

Your directors also wish to place on record their sincere appreciation for the valued contribution,
unstinted efforts and spirit of dedication shown by the Company employees, officers and the
executives at all levels which contributed, in no small measure, to the progress and the high
performance of the Company during the Year

For MACOBS TECHNOLOGIES LIMITED
Sd/-

SHIVAM BHATEJA
DIRECTOR
DIN: 07674360

---

Mar 31, 2024

Your directors are delighted to present the Annual Report and Audited Accounts for the period ended on 31^st March, 2024.

1.FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY.

(Amt. in lakh)

Particulars	For the Year Ended on 31st March, 2024	For the Year Ended on 31st March, 2023
Revenue from Operations	2061.79	1478.08
Other Income	12.88	4.73
Total Income	2074.67	1482.81
Less : Expenses During the year	1719.90	1182.63
Profit Before Depreciation and Tax	354.96	300.18
Less : Depreciation	17.99	10.35
Less : Finance Costs	37.82	15.72
Profit/Loss Before Tax	298.96	274.11
Less : Current Tax	77.69	69.61
Profit/Loss After Tax	221.27	204.50

2. STATE OF COMPANY''S AFFAIRS

During the year under review, your company did well. Your directors expect that the company will achieve new heights in upcoming years.

3. FINANCIAL PERFORMANCE

During the period under review, the company reported total revenue of ? 2074.67 lakhs for the current year against ? 1482.81 lakhs for the previous year. The Net Profit for the year under review amounted to ^221.27 lakhs in the current year as compared to last year amounting to ? 204.50 lakhs.

4. DIVIDEND

Keeping in mind the future funds requirement, Directors did not recommend any dividend for the F.Y. ended on 31st March 2024.

5. CASH FLOW STATEMENT

As required under Regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report

6. FUTURE PROSPECTS

Barring unforeseen circumstances, the Directors of your Company expect a better future for the Company.

7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company does not have any Subsidiary, Joint Ventures and associate companies.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY.

There has been no change in nature of business of the Company during the FY 2023-2024 which is under review.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

The company successfully launched its Initial Public Offering (IPO) amounting to Rs. 19.46 crores. Through this IPO, the company offered shares to the public for the first time, allowing investors to become part owners. The proceeds from the IPO are to support the company''s growth plans, such as expanding operations, funding new projects, etc. in alignment with the company''s strategic goals.

Following the successful subscription and completion of regulatory processes, the company attained the status of a listed entity on the National Stock Exchange (NSE) as on 24th July 2024. This transition marks a significant milestone in the company''s journey, as it not only enhances the company''s visibility and credibility but also opens new avenues for capital raising in the future.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There is no such order passed by regulator or court or tribunals during the year hence there is no impact of going concern status and company''s operation in future.

11. DEPOSITS

The Company has not invited/received any deposits from the Public during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion & analysis is annexed to the annual report of the company.

13. AUDITORS'' REPORT

The Auditors Report for the period has been with this report, which is self-explanatory and no comments required on that.

14. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

15. CHANGE IN SHARE CAPITAL

During the Financial Year under review, there were changes in capital structure of the company as shown in the table below and there are no outstanding shares issued with differential rights, sweat equity or ESOS.

Details of increase in Authorised Share Capital

During the financial year, the Authorised share capital of our Company has been altered in the manner set forth below:

S. No	Details of Increase in Authorized Share Capital	Effective Date
1	Increase in authorized capital from ^ 3,50,00,000/-to ^ 6,00,00,000/-	05-07-2023
2	Increase in authorized capital from ^ 6,00,00,000/-to ^ 10,00,00,000/-	17-10-2023

During the financial year, the Paid-up share capital of our Company has been altered in the manner set forth below

Date of Allotment	No. Of Equity Shares Allotted	Face Value F)	Issue Price (^)	Nature Of Consideration	Nature Of Allotment
04-07-2023	10,00,000	10/-	10/-	Cash	Right basis
21-07-2023	20,20,000	10/-	10/-	Other than cash	Bonus allotment
11-10-2023	29,70,000	10/-	10/-	Cash	Right basis
02-11-2023	12,00,000	10/-	10/-	Cash	Right basis

16. THE DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars with respect to conservation of energy and technology absorption as required under companies does not arise as not applicable to Company and also there were no Foreign Exchange earnings or out go doing the year.

17. CHANGES IN MANAGEMENT STRUCTURE

• Appointments and resignations (if anv) during the year are as follows:

s. No.	Name of Director/CFO/CS	Designation	Date of Appointment	Date of Cessation
1	DUSHYANT GANDOTRA	Managing Director	28-11-2023	-
		Director	14-10-2019	27-11-2023
2	SHIVAM BHATEJA	Whole Time Executive Director	28-11-2023	“
		Director	14-10-2019	27-11-2023
3	DIVYA GANDOTRA	Non-executive Director	28-11-2023	-
		Director	12-07-2023	27-11-2023
		Additional Director	31-03-2023	11-07-2023
4	PRIYAGOEL	Additional Director	28-11-2023
5	SUNIL KUMAR RANA	Additional Director	28-11-2023
6	ADITYA SOLANKI	CFO	28-11-2023
7	ANKITASONI	CS	28-11-2023

• COMMITTEES OF BOARD OF DIRECTORS AS ON 31^st MARCH, 2024

Sr. No.	Date	Committee	Director Name
1.	31st March, 2024	Audit Committee	Ms. Priya Goel (Chairman)
			Mr. Sunil Rana
			Mr. Shivam Bhateja
2.	31st march, 2024	Nomination and	Mr. Sunil Kumar Rana (Chairman)
		Remuneration	Ms. Priya Goel
		Committee	Ms. Divya Gandotra
3.	31st March, 2024	Stakeholder	Ms. Divya Gandotra (Chairperson
		Relationship Committee	Ms. Priya Goel
			Mr. Dushyant Gandotra

• Independent Directors:

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section

149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the declarations from directors attached with this board report as annexure V & VI, and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on May 05, 2024, without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. AUDITORS

• Statutory auditor

The company "MACOBS TECHNOLOGIES LIMITED" obtained the status of listed entity on 24th July, 2024. Pursuant to the change, in accordance with Regulation 33 of SEBI (LODR) Regulations, 2015 the Company is required to appoint a statutory auditor who has subjected himself to the peer review process and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The statutory auditor of the company, M/s NAVP & Associates tendered their resignation on 20th July, 2024, due to which casual vacancy occurred in the office of auditors. Therefore, to fill the casual vacancy occurred due to resignation of the statutory auditor, the Board of directors of the company at their board meeting held on 22nd July, 2024 accorded their consent to appoint M/s NGMKS & Associates (A peer reviewed audit firm) as the statutory auditor of the company. Thereafter, on 31st August, 2024 the board of directors at their board meeting recommended the ratification of appointment of M/s NGMKS & Associates (A peer reviewed audit firm) as the statutory auditor of the company subject to shareholders approval in the ensuing annual general meeting of the company.

The notice to accounts referred to in the auditor report are self-explanatory and therefore do not call for any further comments the auditor report does not contain any qualification, reservation or adverse remark.

• Secretarial Auditor:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Neeta Sinha, Practicing Company Secretary, (COP No. 24774), to undertake the Secretarial Audit of the Company. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to the Directors Report as Annexure I, and does not contain any qualification, reservation or adverse remarks.

• Cost Auditor

The company does not fall within the provisions of Section 138 of Company''s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.

• Internal Auditor:

Although the company has established adequate internal control procedures, policies, and guidelines commensurate with its size and nature of business, the provisions of Section 138 of the Companies Act, 2013, along with the applicable Rules, were not mandatory until the financial year 2023-24, as the company, being unlisted, did not meet the criteria for the appointment of an internal auditor.

However, with the company''s status changing from unlisted to listed on 24th July 2024, it is now required to comply with Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the financial year 2024-25. The company is actively seeking a suitable internal auditor to fulfil the prescribed requirements within the stipulated timeframe.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS.

Number of board meetings held were 16 (sixteen) during the year ended 31^st March, 2024.

Date of Board Meetings-

Sr. No.	DATES	TOTAL DIRECTORS	DIRECTORS PRESENT
1.	15/06/2023	3	3
2.	17/06/2023	3	3
3.	30/06/2023	3	3
4.	4/07/2023	3	3
5.	13/07/2023	3	3
6.	21/07/2023	3	3
7.	17/08/2023	3	3
8.	21/08/2023	3	3
9.	2/09/2023	3	3
10.	9/09/2023	3	3
11.	20/09/2023	3	3
12.	11/10/2023	3	3
13.	14/10/2023	3	3
14.	2/11/2023	3	3
15.	28/11/2023	3	3
16.	11/03/2024	5	5

The name of members of the Board their attendance at board meetings are as under:

S. No.	Name of Director	DIN	No. of meetings/ Total Meetings entitled to attend	Whether attended AGM or not?
1.	Mr. Shivam Bhateja	07674360	16	Yes
2.	Ms. Divya Gandotra	07674807	16	Yes
3.	Mr. Dushyant Gandotra	08360731	16	Yes
4.	Ms. Priya Goel	07053397	01	No
5.	Mr. Sunil Kumar Rana	08747109	01	No

20. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

21. COMMITTEES OF THE BOARD: a) Audit committee

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted by our Directors by a Board Resolution dated 28^th November, 2023:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			30/Nov/2023	10/Mar/2024
Ms. Priya Goel	Independent	Chairman	Yes	Yes
Mr. Sunil Rana	Independent	Member	Yes	Yes
Mr. Shivam Bhateja	Whole Time	Member	yes	Yes

b) Stakeholders Relationship Committee

The Stakeholder relationship Committee, as per Section 178 of Companies Act, 2013, was constituted bv our Directors bv a Board Resolution dated 28^th November. 2023:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			18/Jan/2024
Ms. Divya Gandotra	Non-executive	Chairman	Yes
Ms. Priya Goel	Independent	Member	Yes
Mr. Dushyant Gandotra	Managing Director	Member	Yes

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

Ms. Ankita Soni, Company Secretary of the Company is the Compliance Officer.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company did not provided any loans, give guarantee or make investment during the year and hence the said provision is not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were various contracts or arrangements with related parties entered during the year and the information are provided in the Annexure III attached.

24. RISK MANAGEMENT POLICY:

The Company has adopted the Risk Management Policy to minimize elements of risk threatening the Company''s existence.

25. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

26. 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 that—

A. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and;

E. 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;

F. The directors did not propose any dividend in the board meeting.

27. Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://macobstech.com/ and is annexed to this Report as Annexure -(II) & (IV)

28. DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. PARTICULARS OF EMPLOYEES UNDER SECTION 194

The provisions of section 194 of the Companies Act, 2013 read with the Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

30. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

• Annual Report and other compliances on Corporate Social Responsibility;

• There is no revision in the Board Report or Financial Statement;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

• Information on subsidiary, associate and joint venture companies.

• Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

• Instance of one-time settlement with any bank or financial institution;

• Fraud reported by Statutory Auditors; and

• Change of nature of business.

31. ACKNOWLEDGEMENTS.

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued Customers, bankers and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts and spirit of dedication shown by the Company employees, officers and the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the Year

For MACOBS TECHNOLOGIES LIMITED

Sd/-

SHIVAM BHATEJA DIRECTOR DIN:07674360