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 31st March, 2026.

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

The standalone financial statements for the year ended March 31, 2026 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	STANDALONE		CONSOLIDATED
	2025-26	2024-25	2025-26	2024-25
Revenue	3,438.82	2,361.25	4,136.67	2,361.25
Other Income	47.59	32.84	125.15	32.84
Total Income	3,486.41	2,394.09	4,261.82	2,394.09
Total Expenses	3,130.98	2,041.63	3,844.47	2,041.63
Profit before exceptional items & tax	355.43	352.46	417.35	352.46
Exceptional items	-	-	-	-
Profit before tax	355.43	352.46	417.35	352.46
Less: Income Tax Expenses:
- Current Tax	78.29	113.95	91.38	113.95
-Tax of Earlier Years	(0.87)	(0.12)	(0.87)	(012)
- Deferred Tax	12.52	(21.98)	11.92	(21.98)
Total Tax Expenses	89.93	91.85	102.43	91.85
Profit after tax	265.50	260.61	314.92	260.61
(Less) Profit/ Loss attributable to Minority Interest	-	-	24.72	-
Profit attributable to parent	-	-	290.20	260.61
Earnings Per Share
Basic	2.71	2.90	2.96	2.90
Diluted	2.67	2.90	2.92	2.90

2. STATE OF COMPANYS AFFAIRS

During the financial year ended March 31, 2026, the Company continued to focus on strengthening and expanding its business operations and enhancing its presence across the lifestyle, grooming and personal care segments. The Company witnessed a significant growth in its business operations during the year, reflected in the increase in revenue from operations.

During the year under review, the Company also acquired DHANTA WELLNESS PVT. LTD.,

which became a subsidiary of the Company with effect from 28.01.2026. The acquisition forms part of the Companys growth strategy and is expected to provide opportunities for synergies, diversification of business operations and long-term growth.

The Company also strengthened its capital base through a preferential issue of warrants during the year. The details of the preferential issue and the status of the warrants are provided separately under the relevant section of this Report.

During the financial year ended March 31, 2026, the Company continued to witness growth in its business operations. On a standalone basis, revenue from operations increased to Rs. 3,438.82 lakh from Rs. 2,361.25 lakh in the previous year, while total income increased to Rs. 3,486.41 lakh from Rs. 2,394.09 lakh. The Company reported a profit before tax of Rs. 355.43 lakh, as compared to Rs. 352.46 lakh in the previous year, and profit after tax of Rs. 265.50 lakh, as against Rs. 260.61 lakh in the previous year.

On a consolidated basis, your Company has achieved a turnover of Rs. 4,136.67 Lakhs during the Financial Year 2025-26, against a turnover of Rs. 2,361.25 Lakhs during the previous year on a consolidated basis. Your Company has earned a net profit of Rs. 290.20 Lakhs during the Financial Year 2025-26 against net profit of Rs. 260.61 Lakhs during the previous year on a consolidated basis.

On a consolidated basis, revenue from operations increased to Rs. 4,136.67 lakh from Rs. 2,361.25 lakh, while profit before tax increased to Rs. 417.35 lakh from Rs. 352.46 lakh. Profit after tax stood at Rs. 314.92 lakh, as compared to Rs. 260.61 lakh in the previous year. After considering minority interest, profit attributable to the owners of the Company stood at Rs. 290.20 lakh. The overall performance reflects continued growth in the Companys operations and contribution from its subsidiary.

3. 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, 2026. This decision reflects the Companys strategic focus on strengthening its financial position and supporting future projects, expansion plans and investments.

4. 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.

5. RESERVES AND SURPLUS

Standalone

The balance in the Profit and Loss Statement of the Company for the financial year under review stood at Rs. 265.50 lakhs. Consequently, the total reserves of the Company as at March 31, 2026, amounted to Rs. 2,095.36 lakhs.

Consolidated

On a consolidated basis, the balance in the Profit and Loss Statement for the financial year under review stood at Rs. 290.20 lakhs. Consequently, the total reserves of the Group as at March 31, 2026, amounted to Rs. 2,120.08 lakhs.

6. 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/

7. FUTURE PROSPECTS

The Company remains optimistic about its future growth prospects and is focused on strengthening its position as a consumer-focused House of Brands in the rapidly evolving lifestyle, grooming and personal care market. Building on its established brand, Menhood, the Company is progressively expanding its presence across complementary categories through brands such as Womenhood and Essentive, catering to the evolving needs and preferences of a wider consumer base.

Going forward, the Company intends to focus on expanding its brand portfolio, introducing innovative and differentiated products, strengthening its digital and direct-to-consumer presence, enhancing customer engagement and widening its market reach. The Company will continue to leverage consumer insights, technology, product innovation and its existing operational capabilities to develop brands with strong customer connect and long-term growth potential. The Company also sees opportunities to scale its business by entering new product categories and markets and by exploring suitable strategic partnerships and brand opportunities.

The Company remains committed to maintaining high standards of product quality, customer experience and corporate governance while pursuing sustainable and profitable growth. The Board believes that the Companys expanding portfolio, consumer-centric approach and focus on innovation provide a strong foundation for the Company to capitalize on emerging opportunities in the lifestyle and personal care sector.

The Directors are confident that the Company is well positioned to pursue its growth plans and create sustainable value for its customers, shareholders and other stakeholders.

8. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company has Subsidiary and Joint Venture Companies within the meaning of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, the consolidated financial statements of the Company and its Subsidiaries and Joint Venture Companies, as applicable, form part of this Annual Report.

Further, a statement containing the salient features of the financial statements of the Subsidiary and Joint Venture Companies in Form AOC-1, as prescribed under the Act, is attached as Annexure IV to this Report.

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

There has been no change in nature of business of the Company during the FY 2025-2026 which is under review.

10. 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

There were no such material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

11. 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.

12. DEPOSITS

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

13. 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.

14. AUDITORS REPORT

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

Statutory Auditors on financial statements of the Company for Financial Year 2025-2026 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.

15. 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 2025-26, there was no amount due for transfer to IEPF.

16. 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 2026, the authorised share capital of the Company stands at Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 10/- each.

B. Issued, Subscribed & Paid-Up Capital:

The Company has not issued any further shares during the financial year. As on 31st March 2026, the issued, subscribed and paid-up share capital of the Company is Rs. 9,79,52,000/- divided into 97,95,200 equity shares of Rs. 10/- each.

C. Employee Stock Option Scheme (ESOP):

During the financial year ended 31st March 2026, the Company has not issued any shares under the Employee Stock Option Scheme.

D. Initial Public Offer (IPO):

During the financial year ended 31st March 2026, the Company has not issued any shares by way of Initial Public Offer (IPO).

17. ISSUE OF WARRANTS ON PREFERENTIAL BASIS:

During the financial year ended March 31, 2026, the Company allotted 24,80,000 warrants on a preferential basis, each warrant being convertible into one Equity Share of the Company, at an issue price of Rs. 170.04 per warrant, aggregating to Rs. 42.17 crore. The Company received 25% of the issue price amounting to approximately Rs. 10.54 crore as upfront consideration from the warrant holders at the time of allotment, in accordance with the applicable provisions and terms of the issue.

A. Working Capital Requirements:

(i) Expansion Through New Product Line

(ii) Introduction of New Brand - "Womanhood"

(iii) Establishing Offline Sales Network

B. Marketing & Advertisement Expenses:

(i) Digital and traditional media campaigns

(ii) Product launch promotions and PR

(iii) Branding and creative development

C. General Corporate Purpose Issue Details:

Preferential issue of convertible warrants issue of Rs. 4216.99 Lakhs divided into 24,80,000 convertible warrants @ Rs. 170.04

(a) 25% i.e. Rs. 1054.24 Lakhs at the time of allotment of warrant;

(b) 75% i.e. Rs. 3162.74 Lakhs at the time of exercise of right attached to warrant to convert into equity (within 18 months)

The details of utilisation of funds raised through preferential issue of Warrant as on March 31, 2026:

Sr. No.	Deployment of preferential issue proceeds as on March 31, 2026	Rs. In Lakhs
1	Amount raised till March 31, 2026, [25% of Rs. 4216.99 Lakhs i.e. Rs. 1054.24 Lakhsl	1054.24
2	Amount Utilized till March 31, 2026
	2(a) Working Capital Requirements, Marketing & Advertisement Expenses & General Corporate Purpose of the Company	1054.24
3	Total Utilised	1054.24

As at March 31, 2026, the aforesaid warrants remained outstanding and had not been converted into Equity Shares. The warrant holders are entitled to exercise the conversion option within the prescribed period and subject to the terms and conditions of the issue. No Equity Shares were issued pursuant to conversion of the said warrants during the financial year under review.

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, 2026 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 31.03.2026 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, 2026 are as follows:

S No	PAN	NAME OF THE DIRECTOR	DESIGNATION
1	JOXPS1876E	Vijay Kumar Saini	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	Aditya Solanki	CFO	NA	02-09-2025
2	Vijay Kumar Saini	CFO	06-09-2025	NA

d) Mr. Dushyant Gandotra, 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. 29th May 2025

2. 05 th September 2025

3. 13 th November 2025

4. 15th February 2026

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

Two meetings of the Nomination and Remuneration Committee were convened held during the year Date of meeting: 04th September 2025 and 05th December 2025.

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: 22 March, 2026.

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, nonreceipt 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, 2026

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 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 September 19, 2025 & March 28, 2026 during the year, 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 had appointed M/s NGMKS & Associates (A peer reviewed audit firm) as the statutory auditor of the company in the AGM held on 30th 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 14th October 2024.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS.

Number of board meetings held were 08 (Eight) during the year ended 31st March, 2026.

Date of Board Meetings-

Sr. No.	DATES	TOTAL DIRECTORS	DIRECTORS PRESENT
1.	30-05-2025	5	5
2.	19-07-2025	5	5
3.	06-09-2025	5	5
4.	14-11-2025	5	5
5.	09-12-2025	5	5
6.	28-01-2026	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. The POSH policy is available on the Companys website at https://macobstech.com/companv-policv/

No complaint was received from any employees of the company or otherwise during the financial year 2025-26 and hence no complaint is outstanding as on 31st March 2026 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 at https://macobstech.com/companv-policv/

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 Companys website at https://macobstech.com/companv-policv/

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 Vattached.

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. The Risk Management Policy is available on the Companys website at https://macobstech.com/companv-policv/ .

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 certain relevant informations are provided in this report under relevant heading.

32. DIRECTORS ^ESPONSraiLTTY 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/companv-policv/ and is annexed to this Report as Annexure - (II) & (III).

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 undertaken or implemented any Corporate Social Responsibility (CSR) initiatives during the year, as the provisions relating to CSR under the Companies Act, 2013 are not applicable to the Company.

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

For MACOBS TECHNOLOGIES LIMITED

Sd/- SHIVAM BHATEJA DIRECTOR DIN: 07674360

Date: 07/09/2026