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Macpower CNC Machines Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 920.23 Cr. P/BV 5.57 Book Value (Rs.) 165.02
52 Week High/Low (Rs.) 1090/601 FV/ML 10/1 P/E(X) 36.17
Bookclosure 10/09/2025 EPS (Rs.) 25.43 Div Yield (%) 0.00
Year End :2025-03 

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

FINANCIAL RESULT

TTNt? in T.nlchl

Particulars

Current
Financial Year
(2024-25)

Previous
Financial Year
(2023-24)

Revenue from Operations

26182

24117

Other Income

36

136

Total Income

26218

24253

Profit/Loss before depreciation, Finance Costs,
Exceptional items and Tax Expense

4190

3682

Less: Depreciation/Amortization/ Impairment

594

414

Profit/(Loss) before Finance Costs, Exceptional
items and Tax Expense

3596

3268

Less: Finance Costs

56

25

Profit/(Loss) before Exceptional items and Tax
Expense

3540

3243

Add/(less): Exceptional items

-77

0

Profit/(Loss) before Tax Expense

3463

3243

Less: Tax Expense [Current & Deferred]

919

834

Current Income Tax

841

782

Deferred Tax

38

34

Short/Excess Provision of Prior Years

40

18

Profit/(Loss) for the year

2544

2410

Overview of operations (state of the company’s affairs)

Company has outperformed during the financial year 2024-25 by generating highest
total operating revenue of Rs. 26182 Lakhs against Rs. 24117 Lakhs of previous
financial 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 Profit
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.

Change in nature of business

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

[transfer to reserve

No amount is proposed to be transferred to General Reserve out of the net profits of
the Company for the FY25. Hence, the entire amount of profit has been carried
forward to the Profit & Loss Reserve Account.

Dividend

Based on the performance of the Company for the year, the Board of Directors is
pleased to recommend a final 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 final 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 final dividend after deduction of tax at source.

|major events occurred during the year

During the year under review, on 2nd February 2025, a fire incident occurred due to
electric short circuit in the Unit-2 godown premises of the company located at Metoda
GIDC near registered office of the company. The fire 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 fire 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 fire 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 financial statement for the year
ended March 31, 2025.

Material changes and commitments/key devlopments

There have been no material changes and commitments affecting the financial position
of the Company since the closure of financial year i.e. since March 31, 2025

Revision of financial statements

None of Financial Statements of the Company, pertaining to previous financial years
were revised during the financial year under review.

External environment and economic outlook

Disclosed in Management discussion and analysis report
|SHARE CAPITAL AND DEBT STRUCTURE

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

|credit rating of 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.

[investor education AND PROTECTION FUND [IEPF]

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 financial year 2017¬
18 and thereafter, are as under:

Financial year

Type of Dividend

Declaration Date

Due Date

2017-18

Final Dividend

22nd Sep, 2018

29th Oct, 2025

2021-22

Interim Dividend

25th Oct, 2021

1st Dec, 2028

2021-22

Final Dividend

27th Sep, 2022

3rd Nov, 2029

2022-23

Final Dividend

22nd Sep, 2023

29th Sep, 2030

2023-24

Final Dividend

27th Sep, 2024

3rd Nov, 2031

In Furtherance, Company has appointed Nodal Officer for and on behalf of the Company to Co¬
Ordinate 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 Officer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Officer
Contact details:
cs@macpowercnc.com

Management

i. Director and Key Managerial Personnel
Directors

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

Sr.

No.

Names of Directors

Designation

DIN

1.

Mr. Rupesh J. Mehta

Managing Director

01474523

2.

Mr. Nikesh J. Mehta

Whole-Time Director& Chief
Executive Officer

01603779

3.

Mrs. Riya R. Mehta

Non-Executive & Woman
Director

01603726

Director retiring by rotation

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 profile of Director seeking re-appointment is given in
the Notes/Annexures to the Notice of the Annual General Meeting.

Key Managerial Personnel (KMP)

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:

Sr.

No

Names of KMP

Designation

DIN/PAN

1.

Mr. Rupesh J. Mehta

Managing Director

01474523

2

Mr. Nikesh J. Mehta

Whole-Time Director and
Chief Executive Officer

01603779

3

Mr. Rajnikant Raja
(Retired w.e.f. 31.12.2024)

CFO

ADEPR7853H

4.

Mr. Vishal B. Mehta
(Appointed w.e.f. 01.01.2025)

CFO

ALKPM7697L

5.

Mr Kishor Kikani

CS

AVXPK4815H

Board at their meeting held on 6th 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 fixed 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 fixed 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 fixed 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.

Change in KMPduring the year

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 Officer (CFO) of
the Company, with effect from 1st January, 2025, in place of Mr. Rajnikant
Mohanlal Raja who retired on 31st December, 2024.

ii. Independent Directors

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 19th annual general
meeting held on 27.09.2022 for a period of five (5) years for 2nd term from
November 17, 2022 to November 16, 2027.

In terms of the Rule 6 of the Companies (Appointment and Qualification 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 specified 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 first meeting of the Board of financial year. In
Furtherance, Company has also received confirmation 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 influence 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 disqualified to be
continued to act as Director of the Company.

iv. Board Meeting

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:

Board of
Directors

Rupesh
J. Mehta

Nikesh
J. Mehta

Riya R.
Mehta

Maulik R.
Mokariya

Rajubhai R.
Bhanderi

Deven J.
Doshi

Meeting

Date/

Designation

Managing

Director

Whole¬

Time

Director

Non¬
Executive
& Woman
Director

Independent

Director

Independent

Director

Independent

Director

27.05.2024

YES

YES

YES

YES

YES

YES

13.08.2024

YES

YES

YES

YES

YES

YES

27.09.2024

YES

YES

YES

YES

YES

YES

12.11.2024

YES

YES

YES

YES

YES

YES

03.12.2024

YES

YES

YES

YES

YES

YES

31.12.2024

YES

YES

YES

YES

YES

YES

13.02.2025

YES

YES

YES

YES

YES

YES

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;

Audit Committee
Meeting

Rupesh J. Mehta

Rajubhai R.
Bhanderi

Deven J. Doshi

Managing Director

Independent Director

Independent Director

Date/Designatio n

Member

Chairperson

Member

27.05.2024

YES

YES

YES

13.08.2024

YES

YES

YES

27.09.2024

YES

YES

YES

12.11.2024

YES

YES

YES

31.12.2024

YES

YES

YES

13.02.2025

YES

YES

YES

Stakeholders’
Relationship
Committee (SRC)
Meeting

Rupesh J. Mehta

Nikesh J. Mehta

Rajubhai R.
Bhanderi

Managing Director

Whole-Time Director

Independent Director

Date/Designatio n

Member

Member

Chairperson

13.02.2025

YES

YES

YES

Nomination
Remuneration
Committee (NRC)
Meeting

Rajubhai R.
Bhanderi

Deven J. Doshi

Riya R. Mehta

Independent Director

Independent Director

Non-Exe. Director

Date/Designatio n

Chairperson

Member

Member

27.05.2024

YES

YES

YES

31.12.2024

YES

YES

YES

Corporate Social
Responsibility
Committee
Meeting

Rupesh J. Mehta

Nikesh J. Mehta

Rajubhai R.
Bhanderi

Managing Director

Whole-Time Director

Independent Director

Date/Designatio n

Member

Member

Chairperson

29.07.2024

YES

YES

YES

vi. Company’s Policy /Terms of Reference of committees

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.

vii. Company’s Policy on Directors’ Appointment and Remuneration

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 profits for the financial 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
https://macpowercnc.com/wp-content/uploads/2025/04/Nominafion-and-Remunerafion-Policv.pdf

viii.Board 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 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.

ix. Remuneration of Directors and Employees

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

Name of Director

Designation

Amount of Remuneration

Mr. Rupesh J. Mehta

Managing Director

*36 Lakhs plus 18% GST

Mr. Nikesh J. Mehta

Whole-Time Director

*24, Lakhs plus 18% GST

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:

*Mr. Rupesh J. Mehta having monthly remuneration byway of professional/Management Consultancy
Fee of Rs.3 Lakhs plus 18% GST with effect from 01st October, 2022 and Mr. Nikesh J. Mehta having
monthly remuneration byway of professional/Management Consultancy Fee of Rs.2 Lakhs plus 18%
GST with effect from 01st October, 2022.

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

Particulars of employees:

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.

x. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act,
2013, Your directors confirm, 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 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 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 financial controls to be followed by
the company and that such internal financial controls are adequate and
operating effectively.

[INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

“Internal financial controls” means the policies and procedures adopted by the
company for ensuring the orderly and efficient 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 financial information.

Based on the framework of internal financial 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 financial controls over financial 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 financial
controls were adequate and effective during FY 2024-25.

The Internal Financial Controls with reference to financial 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
inefficiency or inadequacy of such controls.

The Company’s internal control procedure, which includes internal financial 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 defined 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 financial controls were adequate and operating effectively.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

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.

Details of deposits

Your company has not accepted any deposits and as such no amount of Principal or
Interest was outstanding as of the Balance Sheet.

Particulars of loans, guarantees and investments

During the year, Your Company has not made any transaction that was falling under
the ambit of section-186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties

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.

Corporate social responsibilities

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
https://macpowercnc.com/wp-content/uploads/2025/04/Corporate-Social-Responsibilitv-Policv.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.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

Risk management

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.

|vigil mechanism/whistle blower policy

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

https://macpowercnc.com/wp-content/uploads/2025/04/Vigil-Mechanism-Whistle-Blower-Policv.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.

Material orders of judicial bodies /regulators

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or no proceeding
pending under the insolvency and bankruptcy code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the year under consideration, there were no such kind instances by/with the
company, so no details are required to be mentioned herewith

Auditors and auditors’ report

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

Name of
Auditor

Type of
Auditor

FY 24-25

FY 25-26

M/s. S.C.
Makhecha &
Associates
(FRN:

120184W)

Statutory

Auditor,

Rajkot

Appointed in 20th AGM
[i.e. AGM for 2022-23] for
a 2nd term of 5
Consecutive years i.e. till
the conclusion of AGM
pertaining to financial
year ending on 31st
March, 2028

Appointed in 20th AGM
[i.e. AGM for 2022-23]
for a 2nd term of 5
Consecutive years i.e.
till the conclusion of
AGM pertaining to
financial year ending on
31st March, 2028

M/s. K. P.
Rachchh& Co.
FCS: 5156

Secretarial

Auditor

Appointed to
Secretarial audit
2024-25.

conduct
for FY

Appointed to conduct
Secretarial audit for a
period of five
consecutive years from
FY-2025-26 to FY
2029-30 and to hold
office till the conclusion
of AGM pertaining to
financial year ending on
31st March, 2030,
subject to approval of
members of the
Company at this
Annual General
Meeting

M/s. Borad
Sanjay B &
Associates

Cost

Auditor

Appointed to conduct cost
audit for FY 2024-25.

Re-appointed to
conduct cost audit for
FY 2025-26.

Mr. Hiren
Rathod

Internal

Auditor

Appointed to
Internal Audit
2024-25.

conduct
for FY

Re-appointed to
conduct Internal audit
for FY 2025-26.

A. STATUTORY AUDITORS:

M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN: 120184W) were
Appointed in 20th AGM [i.e. AGM for 2022-23] for a 2nd term of 5 consecutive years
from 20th AGM until the Conclusion of 25th AGM (i.e. from FY 2023-24 to F.Y 2027¬
28). They have given consent and confirmed that they are not disqualified from
continuing as Auditors of the Company. Further, as required under SEBI (LODR)
Regulations, 2015, they hold valid peer review certificate No. 015108.

The Auditors’ Report for the financial year ended March 31, 2025 does not contain any
reservation, qualification or adverse remark. The notes on financial 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.

B. SECRETARIAL AUDITORS:

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 financial year ended March 31, 2025 is self¬
explanatory and does not call for any further clarifications.

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
five years from FY-2025-26 to FY 2029-30 and to hold office till the conclusion of AGM
pertaining to financial year ending on 31st 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 firm and holds valid peer review certificate No. 6681/2025.

C. COST AUDITORS:

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
financial 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 ratification
of payment of remuneration to the said Cost Auditors forms part of the Notice of the
ensuing Annual General Meeting.

D. INTERNAL AUDITORS:

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 financial
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 financial 2025-26.

Compliance with secretarial standards

We, the Directors of the Company, hereby state the Company has complied all
applicable Secretarial Standards to the applicable extend.

Annual return

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

https://macpowercnc.com/annual-return/

Management discussion and analysis report (mdar)

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.

Corporate governance report

Your directors reaffirm 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 certificate on
Corporate Governance availed from M/s. K. P. Rachchh & Co. Practicing Company
Secretaries, confirming 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

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressa! 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.

Compliance of maternity benefit act, 1961

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

Insurance

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.

[segment reporting

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.

|human resource development

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.

General

The Board of Directors confirms 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.

Place: Metoda, Rajkot For and on behalf the Board of

Date: 6th August, 2025 MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta]

Chairman & Managing Director
DIN: 01474523


 
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