Macfos Ltd

Dear Members

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

1. FINANCIAL PERFORMANCE:

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

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND:

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

5. SHARE CAPITAL

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

• Preferential Issue of Equity Shares

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

Details of Preferential Issue:

I. Authorised Share Capital:

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

II. Paid-up Share Capital:

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

6. CHANGES IN NATURE OF BUSINESS:

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

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

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

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

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

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

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

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

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

9. DEPOSITS:

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

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

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

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

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

• Constitution of Board:

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

Aseparate meeting of Independent Directors was held on January 31 2025, to reviewrthe performance of Non-Independent Directors and the Board as a whole and the performance of the Chairperson of the Company including assessment of quality, quantity and timeliness of flow7 of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties. The terms and conditions of appointment of Independent Directors and the Code for Independent Directors are incorporated on the w'ebsite of the Company.

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

None of the Independent Directors has resigned during the year.

• Retirement by Rotation

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

• Cessation

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

• Key Managerial Personnel

12. DECLARATION BY INDEPENDENT DIRECTORS

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

13. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

• BOARD OF DIRECTORS

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

• COMPOSITION OF BOARD:

• BOARD MEETINGS:

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

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

• COMMITTEES OF THE BOARD:

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

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

b. AUDIT COMMITTEE:

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

AUDIT COMMITTEE MEMBERS

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

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

e. CORPORATE EXECUTIVE COMMITTEE:

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

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

15. DETAIL OF FRAUD REPORTED BY AUDITORS:

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

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

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

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

17. POLICY FOR PREVENTION OF INSIDER TRADING

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

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

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

19. BOARD EVALUATION

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

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

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

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

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

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of the relationship between Board Members and the Management

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply with Secretarial Standards issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as a leader

• Evaluating Business Opportunities and analysis of Risk Reward Scenarios

• Set the key investment goal

• Professional conduct and integrity

• Sharing of information with the Board.

• Adherence to applicable government law

20. RISK MANAGEMENT POLICY

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

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

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

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

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

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

The composition of the internal complaint committee is as follows:

22. AUDITORS:

i. STATUTORY AUDITORS:

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

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

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

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

ii. INTERNAL AUDITORS:

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

hi. SECRETARIAL AUDITOR:

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

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

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

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

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

25. ANNUAL RETURN

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

26. CORPORATE GOVERNANCE:

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

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

29. LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

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

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

31. CORPORATE SOCIAL RESPONSIBILITY

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

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

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

33. PARTICULARS OF EMPLOYEES:

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

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

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

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

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

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

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

1.1 Conservation of Energy:

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

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

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

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

1.2 Technology Absorption:

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

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

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

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

1.3 Foreign Exchange Earnings and Outgo:

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

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

36. INDUSTRIAL RELATIONS:

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

37. BUSINESS RESPONSIBILITY REPORT

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

38. MAINTENANCE OF COST RECORD

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

39. DEMATERIALISATION OF SHARES:

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

40. INSOLVENCY AND BANKRUPTCY CODE

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

41. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

42. WEB LINK OF ANNUAL RETURN:

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

43. ACKNOWLEDGEMENTS:

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

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

44. CAUTIONARY STATEMENT:

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