Macobs Technologies Ltd Directors Report

To,

The Member

Macobs Technologies Limited

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 COMPANYS 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 Companys future expansion and value creation. The Board remains confident of the Companys 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 Companys 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 Companys 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 Boards report in Form No, MGT-9, in case the web link of such annual return has been disclosed in the Boards 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

COMPANYS 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 Companys 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	11-02-2025
	20,00,00,000/-

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	No. Of Equity	Face	Issue	Nature Of	Nature Of
Allotment	Shares	Value ( )	Price	Consideration	Allotment
	Allotted		( )
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	DESIGNATION	CATEGORY
		DIRECTOR
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.	Name of	Designation	Date of	Date of
No.	Director/CFO/CS		Appointment	Cessation
1	Priya Goel	Non- Executive Independent	30-09-2024	27-03-2025
		Director
		Additional Director	28-11-2023	30-09-2024
2	Sunil Kumar Rana	Non- Executive Independent	30-09-2024	27-03-2025
		Director
		Additional Director	28-11-2023	30-09-2024
3	Chetan Kumar Joshi	Additional Non-Executive	27-03-2025	-
		Independent Director
4	Rachana Agarwal	Additional Non-Executive	27-03-2025	-
		Independent Director
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 Companys Board has the following Committees:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

A. Audit 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 Companys 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

Auditors 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

Companys 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 Boards 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/stakeholders 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.

Cost Auditor

The company does not fall within the provisions of Section 138 of Companys 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/	Whether
			Total Meetings	attended AGM
			entitled to attend	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 Companys 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 Companys 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

Annexure To Board Report (Contd.)

Annexure-I

FORM NO.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2024-25

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Macobs Technologies Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MACOBS TECHNOLOGIES LIMITED (Hereinafter called the company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by MACOBS TECHNOLOGIES LIMITED and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the Financial Year ended on 31^st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by MACOBS TECHNOLOGIES LIMITED for the Financial Year ended on 31^st March, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation)Act,1956(‘SCRA) and the rules made thereunder;

(iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992(‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulation, 2009.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange, if applicable; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: I FURTHER REPORT THAT the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

I FURTHER REPORT THAT adequate notice is given to all directors to schedule the Board Meetings along with the agenda and detailed notes on agenda. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through.

I FURTHER REPORT THAT there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The following are the qualifications as per our audit findings: NIL

Remuneration Policy

This Remuneration Policy relating to remuneration for the directors, key managerial personnel and other employees, has been formulated by the Nomination and Remuneration Committee (hereinafter

"Committee") and approved by the Board of Directors.

Objectives:

The objectives of this policy are to stipulate criteria for:

Appointment, reappointment, removal of Directors, KMPs and Senior Management.

Determining qualifications, positive attributes and independence of a director and recommend to the Board.

Retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage to run the operations of the Company successfully.

Consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth.

Criteria for Appointment:

Ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment.

Age, number of years of service, specialized expertise and period of employment or association with the Company.

Special achievements and operational efficiency which contributed to growth in business in the relevant functional area.

Constructive and active participation in the affairs of the Company.

Exercising the responsibilities in a bonafide manner in the interest of the Company.

Sufficient devotion of time to the assigned tasks.

Diversity of the Board.

Demonstrable leadership qualities and interpersonal communication skills, devote to the role, compliant with the rules, policies and values of the Company and does not have any conflicts of interest.

Transparent, unbiased and impartial and in accordance with appropriate levels of confidentiality.

Appointment of Directors and KMPs in compliance with the procedure laid down under the provisions of the Companies Act, 2013, rules made there under or any other enactment for the time being in force.

Criteria for Remuneration:

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The remuneration of the Non-Executive Directors shall be based on their contributions and current trends, subject to regulatory limits. Sitting fees is paid for attending each meeting(s) of the Board and Committees thereof. Additionally equal amount of commission may be paid to Non-Executive directors on a pro-rata basis, within limits approved by shareholders

FORM AOC-2

(PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014)

Form for details of Particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013.

1. Details of contracts or arrangements or transactions not at arms length basis None

2. Details of material contracts or arrangement or transactions at arms length As detailed basis below

Material contracts or arrangement or transactions at arms length basis in the ordinary course of business:

			Nature of contracts /
	Name of the Related	Nature of		Amount (in
S.No			arrangement /
	Party	Relationship		lakhs)
.			transactions
1	Dushyant Gandotra	Managing Director	Directors remuneration	24.00
2	Shivam Bhateja	Whole-time
			Directors remuneration	24.00
		director
3	Ankita Soni	Company Secretary	Salary	1.75
4	Sakshi Gupta	Company Secretary	Salary	1.40
5	Emiac Technologies	Control of
			Advance to Supplier	100.00
	Limited	KMP/Director
6	ACME Capital Market	Control by Share	Underwriting
				229.68
	Limited	Holder	Commission
7	ACME Corporate	Control by Share
			IPO Services	71.04
	Advisors Private Limited	Holder
8	ACME Finvest Private	Control by Share	Advisory/Consultancy
				20.06
	Limited	Holder	Services
9	Optume Legal Partners	Control by Share
			Advance Given	26.00
	LLP	Holder
10	Emiac Technologies	Control by Share
			Advertisement Expense	209.13
	Limited	Holder

Annexures to Boards Report (Contd).

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

A. The particulars of employees, who were in receipt of remuneration of not less than Rs. 1.02 Cr per annum if employed throughout the Financial Year or Rs. 8.50 Lakhs per month if employed for a part of the Financial Year: Not Applicable B. Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration) Rules, 2014:

i. The percentage increase in remuneration of the Executive Director, Chief Financial Officer and Company Secretary during the financial year 2024-2025, the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year and the comparison of remuneration of each Key Managerial personnel (KMP) against the performance of the Company is as under:

Sr.	Name	Designation	Remuneration	% increase in the	Ratio of
No.			For F.Y. 2023-	remuneration for	remuneration of
			24 (in Rs.)	Financial Year	Director to median
				2023-24	remuneration of
					employees
1.	Ankita Soni	Company	1,75,000	NA	NA
		Secretary
2.	Aditya Solanki	Chief Finance	NA	NA	NA
		Officer
3.	Shivam Bhateja	Executive	24,00,000	NA	7.69:1
		Director
4.	Dushyant	Executive	24,00,000	NA	7.69:1
	Gandotra	Director
5.	Divya Gandotra	Non- Executive	NA	NA	NA
		Director
6.	Sakshi Gupta	Company	1,39,516	NA	NA
		Secretary

ii. As there are 16 employees other than KMPs so the median remuneration of employees during the financial year was Rs. 3,12,000.

Declaration by Independent Director

[Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by SEBI Notification dated 03.08.2021, effective from 01.01.2022]

To,

The Board of Directors

MACOBS TECHNOLOGIES LIMITED

Plot No. A-305, Backside National Handloom Corp., Vaishali Nagar, Jaipur, Rajasthan-302021

I, Rachana Agarwal, hereby confirm and declare that I am a Non- Executive Independent Director of MACOBS TECHNOLOGIES LIMITED ("the Company") and comply with all the criteria of independent director envisaged in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and applicable provisions of the Companies Act, 2013 (the Act) as amended from time to time. I hereby confirm and declare that:

1. I am a person of integrity and possesses relevant expertise and experience;

2. I am not a promoter of the listed entity or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

3. I am or was not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

4. I have/had no pecuniary relationship, other than remuneration as such director or transaction not exceeding ten per cent of my total income or such amount as may be prescribed under section 149(6)(c ) of the Act with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;

5. none of my relatives as defined in Section 2(77) of the Companies Act 2013: i. are holding any security or interest of face value not exceeding rupees fifty lakh or

2% of the paid-up capital of the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year or such higher amount as may be prescribed under section 149(6)(d)(i) of the Act; ii. are indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed under section 149(6)(d)(ii) of the Act during the two immediately preceding financial years orduring the current financial year; has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company for such amount as may be prescribedunder section 149(6) (d)

iii. of the Act during the two immediately preceding financial years or during the current financial year; or

iv. (A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

(B) is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;

(C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or

(D) has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnoveror total income:

Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.

6. Neither me nor any of my relatives:

i. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company or any company belonging to the promoter group of the Company in any of the three financial years immediately preceding the financial year Provided that in case of a relative, who is an employee other than Key Managerial Personnel, the restriction under this clause shall not apply for his/her employment.

ii. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of-

(A) A firm of auditors or company secretaries in practice or cost auditors of the companyor its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

iii. holds together with me 2% or more of the total voting power of the company; or iv. is a Chief Executive or director, by whatever name called, of any non-profit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company. v. Is a material supplier, service provider or customer or a lessor or lessee of the

Company.

7. Is not less than 21 years of age.

8. Is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director.

9. I hereby confirm that in compliance with sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, I have applied online to the institute for inclusion of my name in the data bank for a period of one year/ five years/ for life-time.

10. I hereby confirm that in compliance with sub-regulation (8) of regulation 25, I am not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impair my ability to discharge my duties with an objective independent judgement andwithout any external influence.

Declaration by Independent Director

[Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by SEBI Notification dated 03.08.2021, effective from 01.01.2022]

To,

The Board of Directors

MACOBS TECHNOLOGIES LIMITED

Plot No. A-305, Backside National Handloom Corp., Vaishali Nagar, Jaipur, Rajasthan-302021

I, Chetan Kumar Joshi, hereby confirm and declare that I am a Non- Executive Independent Director of MACOBS TECHNOLOGIES LIMITED ("the Company") and comply with all the criteria of independent director envisaged in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and applicable provisions of the Companies Act, 2013 (the Act) as amended from time to time. I hereby confirm and declare that:

1. I am a person of integrity and possesses relevant expertise and experience;

2. I am not a promoter of the listed entity or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

3. I am or was not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

4. I have/had no pecuniary relationship, other than remuneration as such director or transaction not exceeding ten per cent of my total income or such amount as may be prescribed under section 149(6)(c) of the Act with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;

5. None of my relatives as defined in Section 2(77) of the Companies Act 2013: i. are holding any security or interest of face value not exceeding rupees fifty lakh or 2% of the paid-up capital of the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year or such higher amount as may be prescribed under section 149(6)(d)(i) of the Act; ii. are indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed under section 149(6)(d)(ii) of the Act during the two immediately preceding financial years or during the current financial year; has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company for such amount as may be prescribed under section 149(6) (d) of the Act during the two immediately preceding financial years or during the current financial year; or

iii. (A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

(B) is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;

(C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or

(D) has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnoveror total income:

Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.

6. Neither me nor any of my relatives

holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company or any company belonging to the promoter group of the Company in any of the three financial years immediately preceding the financial year Provided that in case of a relative, who is an employee other than Key Managerial Personnel, the restriction under this clause shall not apply for his/her employment.

is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of-

(C) A firm of auditors or company secretaries in practice or cost auditors of the companyor its holding, subsidiary or associate company; or

(D) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

iv. holds together with me 2% or more of the total voting power of the company; or

v. is a Chief Executive or director, by whatever name called, of any non-profit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company.

vi. Is a material supplier, service provider or customer or a lessor or lessee of the

Company.

7. Is not less than 21 years of age.

8. Is not a Non-Independent director of another company on the board of which any Non-Independent director of the listed entity is an independent director.

9. I hereby confirm that in compliance with sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, I have applied online to the institute for inclusion of my name in the data bank for a period of one year/ five years/ for life-time.

10. I hereby confirm that in compliance with sub-regulation (8) of regulation 25, I am not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impair my ability to discharge my duties with an objective independent judgement and without any external influence.