Macpower CNC Machines Ltd

To,

The Members, of Macpower CNC Machines Limited

Your Directors have pleasure in presenting their 22^nd Annual Report on business and operation of your company together with the Financial Statements for the year ended on March 31, 2025.

FINANCIAL RESULT

Company has outperformed during the nancial year 2024-25 by generating highest total operating revenue of Rs. 26182 Lakhs against Rs. 24117 Lakhs of previous nancial year, representing an increase of 8.56% Y-o-Y. The EBITDA of the Company has grown by 17.17% Y-o-Y from the last year and reached to Rs. 4154 Lakhs in current year from Rs. 3546 Lakhs in last year. This year your company's Net Pro t came in at Rs. 2544 Lakhs versus Rs. 2410 Lakhs in last year, representing a growth of 5.58% Y-o-Y. EPS stands at Rs 25.43 per share in current year against Rs 24.09 per share in last year.

There has been no change in the Nature of Business during the year.

No amount is proposed to be transferred to General Reserve out of the net pro ts of the Company for the FY25. Hence, the entire amount of pro t has been carried forward to the Pro t & Loss Reserve Account.

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a nal dividend of Rs.1.50/- per equity share of the face value of Rs. 10/- each (i.e. 15%), payable to those shareholders whose name appear in the Register of Members as on Record date, subject to approval of Shareholders at the ensuing Annual General Meeting, which if approved, will absorb Rs.1,50,06,240/- towards nal dividend.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020 and amendments thereof, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the nal dividend after deduction of tax at source.

During the year under review, on 2nd February 2025, a re incident occurred due to electric short circuit in the Unit-2 godown premises of the company located at Metoda GIDC near registered of ce of the company. The re was controlled within time and there were no human injuries or casualties reported except some of company's stock have been affected/damaged due to this re incident. There is insurance coverage under Industry All Risk Policy for stock of the company. As per policy condition, company lodged intimation of the incident to the insurance company within the stipulated time. Insurance company appointed Surveyor to assess the loss & claim arising out of the re incidence. However, till the Balance Sheet, neither survey of loss nor claim was concluded by the surveyor. However, post balance sheet date, company & surveyor assessed loss on book value of inventories as Rs. 439.09 Lakhs. Further, surveyor after conducting detailed survey derived insurance claim of Rs. 362.39 Lakhs to the extent of aforesaid losses. The aforesaid mentioned losses and corresponding credit arising from the insurance claim receivable has been presented on a net basis (Rs. 76.70 Lakhs) under exceptional items in the nancial statement for the year ended March 31, 2025.

There have been no material changes and commitments affecting the nancial position

of the Company since the closure of nancial year i.e. since March 31, 2025

None of Financial Statements of the Company, pertaining to previous nancial years

were revised during the nancial year under review.

Disclosed in Management discussion and analysis report

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassi cation nor sub-division of equity shares during the year under review. Your Company does not have Debt securities.

Your company only has Equity shares and Credit rating is not applicable to equity securities. So, during the year no credit rating certificate related securities is taken as it is not applicable.

During the year under review, Company was not required to transfer any amount of

dividend or any shares to Investor Education and Protection Fund.

The details of unpaid and unclaimed dividends are available on the Company's website at https://macpowercnc.com/unpaid-or-unclaimed-dividend-details/. Details of unpaid and unclaimed dividends up to September 27, 2024 are also uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the nancial year 2017-

18 and thereafter, are as under:

In Furtherance, Company has appointed Nodal Of cer for and on behalf of the Company to CoOrdinate with IEPF Authority pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules, 2019 and amendment thereto if any, Details of Nodal Of cer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Of cer

Contact details: cs@macpowercnc.com

Following are the Promoter/Promoter group Directors of the Company as on 31^st March, 2025 and during the year under review, there has been no change in the Board of Directors of the Company:

Mr. Nikesh J. Mehta, Whole Time Director (DIN: 01603779) of the Company retires at this ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible, offer himself for re-appointment.

The relevant details and Brief pro le of Director seeking re-appointment is given in

the Notes/Annexures to the Notice of the Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following

are the Key Managerial Personnel of the Company as on March 31, 2025:

Board at their meeting held on 6^th August, 2025 has re-appointed Mr. Rupesh J. Mehta (DIN: 01474523) as Managing Director and Mr. Nikesh J. Mehta (DIN: 01603779) as Whole Time Director of the Company for a period of 5 (Five) years effective from October 1, 2025 to September 30, 2030 and has xed remuneration as stated in the Notice of Annual General Meeting, subject to approval of the Members of the Company and accordingly seeking approval of Members for their re-appointment and remuneration xed at this annual general meeting, pursuant to provision of section 196(4) of the Companies Act, 2013. Necessary resolutions relating to their reappointment along with details of remuneration xed are included in the Notice of Annual General Meeting. The relevant details and Brief profile of Director seeking re-appointment are given in the Notes/Annexures to the Notice of the Annual General Meeting.

During the year under review, based on the recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board has made the appointment of Mr. Vishal Bipinkumar Mehta as a Chief Financial Of cer (CFO) of the Company, with effect from 1^st January, 2025, in place of Mr. Rajnikant Mohanlal Raja who retired on 31^st December, 2024.

Following are the Independent Directors of the Company and during the year under review there has been no change in the Independent Directors of the Company:

1) Mr. Maulik R. Mokariya [DIN: 05310868],

2) Mr. Rajubhai R. Bhanderi [DIN: 07986563] and

3) Mr. Deven J. Doshi [DIN: 07994505]

Aforesaid all the Independent Directors were reappointed at 19^th annual general meeting held on 27.09.2022 for a period of ve (5) years for 2nd term from November 17, 2022 to November 16, 2027.

In terms of the Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and also passed the online proficiency self-assessment test within the speci ed timeline. iii. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1)(b) and Regulation 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") at the rst meeting of the Board of nancial year. In Furtherance, Company has also received con rmation that that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external in uence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive director and Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company. None of the Directors are disquali ed to be continued to act as Director of the Company.

Seven meetings of the Board of Directors were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. For details of meetings of the Board, please refer below table:

During FY 2024-25, none of resolutions were passed by circulation. Meetings of the Independent Directors were held on 27/05/2024. The Independent Directors, inter-alia, reviewed the performance of Chairman of the Company and Board of Directors. v. Committees of the Board

There are 5 Board Committees as on March 31, 2025 that have been formed,

considering the needs of the Company, details of which are as follows;

The Terms of Reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and corporate social responsible committee are disclosed in Corporate Governance report which forms part of this Annual Report. Further, all the recommendation of Audit committee has been approved by the Board of Directors of the Company.

Remuneration policy of the Company is designed to create a high-performance

culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations.

The Company pays remuneration to its Managing Director & the Executive Directors as professional fees/consultancy fees. Annual increments are recommended by the Nomination and Remuneration Committee.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the remuneration payable to the Managing Director and the Executive Directors out of the pro ts for the nancial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Directors. The said remuneration is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and paid to the Managerial personnel based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company may reimburse the out-of-pocket expenses incurred by the Directors for attending the meetings. Remuneration paid is approved by members of the Company

Nomination and Remuneration policy is placed on the website of the Company at

h_ps://macpowercnc.com/wp-content/uploads/2025/04/Nomina_on-and-Remunera_on-Policy.pdf

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 SEBI (LODR) Regulations, 2015. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the

performance of individual directors on the basis of 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

As per Companies Act, 2013, Board has made annual evaluation of its own performance and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Board of Directors is actively taking an action for evaluation.

Details of Remuneration of Executive Directors for the year ended on March 31, 2025:

Board of directors has based upon the recommendation of nomination and remuneration committee and subject to approval of members of the company (which later approved by members at their AGM held on 27.09.2022) has reappointed and revised managerial remuneration as follows:

The Company has not paid any remuneration/commission/sitting fees to Non-Executive director and Independent Directors.

Disclosure pertaining to remuneration and other details as required under the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provisions of Section 197(12) of the Act read with Rule 5 is attached with this report as Annexure - 1.

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act,

2013, Your directors con rm, to the best of their knowledge and belief:

(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 year and the pro t and loss of the company for that period; (c) The Directors had taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; (e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; (f) The Directors had laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and operating effectively.

"Internal nancial controls" means the policies and procedures adopted by the company for ensuring the orderly and ef cient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information.

Based on the framework of internal nancial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal nancial controls over nancial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal nancial controls were adequate and effective during FY 2024-25.

The Internal Financial Controls with reference to nancial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inef ciency or inadequacy of such controls.

The Company's internal control procedure, which includes internal nancial controls, ensures compliance with various policies, practices and statutes keeping in view the organization's pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee. The said Reports have not included

any observation of any serious lapses in the system during the year under review.

Based on its evaluation [as de ned in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015], our audit committee has concluded that, as of March 31, 2025 our internal nancial controls were adequate and operating effectively.

Your company has no holding/subsidiary/associate company. So, disclosure in AOC-1

requires under section 129 of the Act is not applicable to your company.

Your company has not accepted any deposits and as such no amount of Principal or

Interest was outstanding as of the Balance Sheet.

During the year, Your Company has not made any transaction that was falling under

the ambit of section-186 of the Companies Act, 2013.

Your Company has entered into transaction with Related Parties at Arm's Length Basis. Particulars of contracts or arrangements with related parties referred to section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to the Board's Report.

Your Company is falling under the ambit of Section 135 of the Companies Act, 2013 i.e. Corporate Social Responsibility. During the year 2024-25, company has spent total amount of Rs. 45.50 Lacs as CSR expenditure.

The brief outline of the Corporate Social Responsibilities [CSR] policy of the Company and the initiatives undertaken by your company on CSR activity during the year under review are set out in Annexure 3 of this report in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e. Annual Report on CSR Activities. The CSR policy is available on the website of the company at h_ps://macpowercnc.com/wp-content/uploads/2025/04/Corporate-Social-Responsibility-Policy.pdf

Further, the details relating to the Composition of CSR Committee and Meetings of CSR Committee disclosed in above point of Board's Report relating to Committees of Board and also disclosed in the Annual Report on CSR Activities.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in Annexure - 4 attached to this report.

The Company was not required to frame Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly not constituted, however, the board of directors is responsible for framing, implementing and monitoring the risk management plan for the listed entity and Audit Committee of the Company also evaluating Risk Management Systems.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior and to report instances of leak of unpublished price sensitive information. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company at h_ps://macpowercnc.com/wp-content/uploads/2025/04/Vigil-Mechanism-Whistle-Blower-Policy.pdf

The Audit Committee is continuously verifying the Whistle Blower policy (vigil mechanism) which provides a format mechanism for all stakeholders, employees and directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Company's Code of Conduct.

During the year under review, there are no signi cant or material orders passed by the Regulators/Courts/Tribunals that could impact the going concern status of the company and its future operations.

During the year under review, there was no application made or no proceeding

pending under the insolvency and bankruptcy code, 2016.

During the year under consideration, there were no such kind instances by/with the

company, so no details are required to be mentioned herewith

The Details of the Auditors of the Company are as stated below:

M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN: 120184W) were Appointed in 20^th AGM [i.e. AGM for 2022-23] for a 2^nd term of 5 consecutive years from 20^th AGM until the Conclusion of 25^th AGM (i.e. from FY 2023-24 to F.Y 2027-28). They have given consent and confirmed that they are not disquali ed from continuing as Auditors of the Company. Further, as required under SEBI (LODR)

Regulations, 2015, they hold valid peer review certi cate No. 015108.

The Auditors' Report for the nancial year ended March 31, 2025 does not contain any reservation, qualification or adverse remark. The notes on nancial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Fraud Reporting: No fraud has been reported by the Auditors under section 143(12)

of the Companies Act, 2013 requiring disclosure in the Board's Report.

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Board of Directors had appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. K. P. Rachchh & Co., Practicing Company Secretaries for the FY 2024-25 is set out at ‘Annexure- 5' forming a part of this Report.

The Secretarial Auditors Report for the nancial year ended March 31, 2025 is self-

explanatory and does not call for any further clari cations.

Further, the Company has re-appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for a period of ve years from FY-2025-26 to FY 2029-30 and to hold of ce till the conclusion of AGM pertaining to nancial year ending on 31^st March, 2030, subject to approval of members of the Company at this Annual General Meeting pursuant to regulation 24A of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013. Necessary resolution for appointment of Secretarial Auditors forms part of the Notice of the ensuing Annual General Meeting. M/s. K. P. Rachchh & Co., Practicing Company Secretaries is a peer reviewed rm and holds valid peer review certi cate No. 6681/2025.

The Board has appointed M/s. Borad Sanjay B & Associates, Cost Accountants for conducting the audit of cost records of the Company for single segment for the nancial year 2024-25 as recommended by the Audit Committee.

Further, the Company has re-appointed M/s. Borad Sanjay B & Associates, Cost Accountants for the year 2025-26 and as required under Section-148 and Rule 14 of the Companies [Audit and Auditors] Rules, 2014, Necessary resolution for rati cation of payment of remuneration to the said Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

Mr. Hiren H. Rathod has been appointed by the Board of Directors at their meeting held on February 13, 2025, as an Internal Auditor of the Company for the nancial 2024-25 w.e.f February 13, 2025 upon resignation of Mr. Milan R. Dhameliya, as an internal auditor of the Company with effect from January 24, 2025 due to his preoccupation in some other assignment, who was appointed as an internal auditor of the Company with effect from January 1, 2025 upon resignation of Mr. Vishal B. Mehta.

Further, the Company has re-appointed Mr. Hiren H. Rathod as an Internal Auditor of

the Company for the nancial 2025-26.

We, the Directors of the Company, hereby state the Company has complied all

applicable Secretarial Standards to the applicable extend.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the website of the Company at h_ps://macpowercnc.com/annual-return/

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and forms a part of this Report.

Your directors reaf rm their continued commitment to good corporate governance practices. During the year under review, your company was in compliance with the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, relating to Corporate Governance.

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report. The requisite certi cate on Corporate Governance availed from M/s. K. P. Rachchh & Co. Practicing Company Secretaries, con rming compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate Governance presented in a separate section and forms a part of this Report

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. The said

policy is uploaded on the website of the Company at https://macpowercnc.com/wp-content/uploads/2025/04/POLICY-ON-SEXUAL-HARASSMENT-AT-WORKPLACE-1.pdf

There have been no complaints related sexual harassment reported during the year

under review.

The Company af rms that it will duly comply with all provisions of the Maternity Benefit Act, 1961 and will extended all statutory bene ts to eligible women employees as and when requires.

The assets of the company including buildings, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risks.

The Company is engaged in the business of manufacturing of CNC Turning Centers, Vertical Machining Centers [VMC], Horizontal Machining Centers [HMC], Vertical Turret Lathe [VTL], Turn Mill Centers, Drill Tap Center [DTC], Double Column Machine (DCM) & 5 Axis Machine along with robotic automation solutions. Considering the nature of the Business and Financial Reporting of the Company, the segment reporting is not applicable to company as your company's business in single segment.

Your Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential.

The Company's relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, lock out or another issues related to Human Resources.

The Board of Directors con rms that no disclosure or reporting is required in respect

of the below matters as there were no transactions on these matters during the FY25:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) to employees of the Company; 3. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Act and Rules made there under.

ACKNOWLEDGMENTS

The Directors thank the Company's employees, customers, vendors, investors and

academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the

work family.

Stakeholders support is also acknowledged by the Management of the Company.