The Directors are pleased to present their 17^th Annual Report on the performance of the Company for the
financial year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE/OVERVIEW:

2. OPERATIONS:

During the year under review Company has earned revenue from its operations Rs.1,568.12 lakhs as
compared to previous year of Rs.1,693.22 lakhs. The company has earned profit before tax of Rs.18.89
Lakhs as compared to previous year of Rs.82.54 lakhs.

Listing of Securities at Bombay Stock Exchange (BSE), Mumbai

During the previous year the equity shares of the company are being continuously traded at Stock Exchange
(BSE). The month wise high High-Low prices are given hereunder:

Joint Venture

In continuation of the previous year's disclosure regarding the proposed Joint Venture (JV) with M/s Nirvan
Nutra Private Limited, the revised plan of action and supporting documents were submitted to the Ministry of
Food Processing Industries for necessary approvals. As of the date of this report, the application remains
under active consideration with the ministry.

The Board of Directors continues to pursue the matter diligently and remains engaged with the concerned
authorities to expedite the approval process. The company is committed to advancing this strategic JV,
which is expected to enhance its product portfolio and long-term growth prospects.

3. ADOPTION OF IND AS

Following the adoption of Indian Accounting Standards (Ind AS), the Company has prepared Satnadalone &
Consolidated Financial Statements to reflect the financial position and results of operations, including its interest in the
proposed Joint Venture (JV) with M/s Nirvan Nutra Private Limited.

Although the JV has not yet commenced its commercial production or business operations, the Company has complied
with the additional financial reporting requirements under Ind AS due to its investment and involvement in the JV. The
commencement of operations remains pending, subject to approval from the Ministry of Food Processing Industries,
which is currently under process.

4. DIVIDEND:

During the year under review, your Board of Directors has not recommended any dividend for the financial year 2024¬
25, in order to conserve resources and strengthen the financial position of the Company.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS
AND OUTGO: In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the relevant information is provided below: -

• Conservation of Energy: he Company continues to place a strong emphasis on energy
conservation. During the year, advanced machinery with higher energy efficiency was installed,
replacing older systems. Additionally, all conventional lighting systems across the premises were
replaced with energy-efficient LED lighting. The Company has also adopted improved start-up
procedures for the manufacturing plant, resulting in optimized energy usage and reduced wastage.

• Technology Absorption: During the year under review, the Company has not undertaken any
significant initiatives related to technology absorption, adaptation, or innovation.

• Foreign Exchange Earning and Outflow: There was no foreign exchange earnings or outflow
during the financial year under review.

6. DEPOSIT:

During the year under review, your Company has not accepted any deposits from the public or its members under
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there
were no amounts outstanding at the beginning of the year which were classified as ‘Deposits' under the said provisions.
Accordingly, the requirement for furnishing details of deposits which are not in compliance with Chapter V of the
Companies Act, 2013 is not applicable.

7. REMUNERATION TO EMPLOYEES:

During the year under review, none of the Directors or employees of the Company were in receipt of remuneration in
excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Accordingly, the disclosure required under the said Rules is not applicable.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

During the year under review, the Company's principal buyer, Indian Oil Corporation Limited (IOCL), predominantly
procured raw materials in melt form for its own use. As a result, only around 50% of the conversion capacity of the
Company was utilized for production. Consequently, the Company received a significantly lower quantity of raw material
for conversion of Ammonium Nitrate, which also impacted the associated transportation activities. This situation has led
to material changes and commitments that have adversely affected the financial position of the Company. These
changes commenced towards the end of the financial year and continue to persist as of the date of this Report.

9. DETAILS OF SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has entered into a Joint Venture (JV) through the formation of a separate legal entity, M/s Nirvan Nutra
Private Limited, on 21st September, 2020. The JV is structured with 50% ownership by M/s Utsav Logistics Private
Limited and 50% ownership by M/s Machhar Industries Limited, acting as the Company's JV partner.

As of the date of this Report, the JV has not commenced its manufacturing activities. The proposal for initiating
operations is currently under review and approval process with the Ministry of Food Processing Industries.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual financial statements for the financial year 2024-25, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

2. The Directors have 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 as at the end of the financial year and of the profit and loss of the
Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual financial statements on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such
controls are adequate and were operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

The audited financial statements for the financial year 2024-25, as approved by the Board, are in full conformity with the
requirements of the Companies Act, 2013. Your directors believe that the financial statements fairly present the form and
substance of the transactions carried out during the year and reflect the Company's financial position and performance.
These statements have been audited by the Statutory Auditors, M/s. Ashok R. Majethiya & Co, Chartered Accountants,
Khopoli.

11. CORPORATE SOCIALRESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not
applicable to the Company, as it does not meet the specified thresholds with respect to net worth, turnover, or net profit
as prescribed under the Act and the rules made there under.

12. AUDITORS REPORT

The Statutory Auditors, M/s. Ashok R. Majethiya & Co, Chartered Accountants, have issued their report on
the financial statements for the year 2024-25, which is without any adverse remarks or qualifications.
Therefore, no explanations are required to be provided in this regard.

13. AUDITORS:

In the 16th Annual General Meeting held on 30th September 2019, M/s. Gautam N Associates., Chartered
Accountants, Aurangabad, were re-appointed as the Statutory Auditors of the Company under Section 139(1) of the
Companies Act, 2013, for a second term of five years. Accordingly, the tenure of M/s. Gautam N Associates, (FRN
103117W) the current Statutory Auditors, will conclude at the end of the financial year 2023-24, though they can
continue in office until the date of the ensuing Annual General Meeting (AGM).

Consequently, the Board of Directors has received a proposal from M/s. Ashok R. Majethia & Co., Chartered
Accountants (Firm Registration No. 127769W), Aurangabad, to act as the Statutory Auditors of the Company in place of
the existing auditors. The Board recommends the appointment of CA Ashok R. Majethiya and M/s. Ashok R.
Majethiya & Co., Khopoli, as Statutory Auditors for a term of five years, effective from the conclusion of the 16th Annual
General Meeting until the conclusion of the 21st Annual General Meeting of the Company, to be held in the year 2029,
subject to the approval of the members and ratification at each subsequent Annual General Meeting of the Company.

14. RELATED PARTY TRANSACTIONS

The company had entered into certain transaction with the related parties in terms of the Sec 188 (1) of Companies Act,
2013, and Form AOC- 2 is attached with this report and form part of this report.

15. ABSTRACT OF ANNUAL RETURN

Extract of the annual return Pursuant to sub-section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule
11 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company
under link:- https://www.machharind.com.

16. BOARD OF DIRECTORS

The Directors on the Board are experienced, competent, and highly renowned persons from their respective fields. They
take active part at the Board Meetings and play critical role on strategic issues, which enhances the transparency and
add value in the decision-making process of the Board of Directors

The composition of the Board complies with the provisions of the Companies Act, 2013.The Board of Directors provides
leadership and guidance to the Company's management as also direct, supervise and control the performance of the
Company. The Board of directors consists of following directors:

17. NUMBER OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the
financial performance of the Company. During the financial year under review, the Board met 6 Times.

18. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Director of the Company, at the first meeting of the Board of directors gave a declaration to the company
that he or she meets the criteria of independence as provided under the law and that he or she is not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his or her ability to
discharge his or her duties with an objective independent judgment and without any external influence.

19. RISK MANAGEMENT

The Board of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk
management plan of the Company. The Committee is responsible for periodically reviewing the risk management
framework and ensuring its adequacy and effectiveness in identifying and mitigating various risks.

During the year, one of the key emerging risks pertains to the dependency on Indian Oil Corporation Limited (IOCL), the
Company's major buyer. IOCL's shift in procurement strategy—preferring raw materials in melt form for in-house use—
has significantly impacted the Company's conversion operations and associated logistics. This dependency poses a
continuing operational and financial risk, which may further affect the Company's performance in the future if alternative
business strategies are not developed.

The Company is actively monitoring this situation and is exploring options to diversify its customer base and optimize
capacity utilization. All major risks identified by the business functions are being addressed systematically through
appropriate mitigation plans on an ongoing basis.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has made investments and given advances in accordance with section 186 of the Companies Act, 2013
and the same has been reported in note no 40 to Financial Statement attached.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-25.

1. No. of complaints received - Nil

2. No. of complaints disposed off - Nil

22. INSURANCE:

All the properties of the Company including Plant & Machinery, Tankers, Vehicles wherever necessary and
to the extent required have been adequately insured.

23. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements and
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

24. DE-MATERIALIZATION DETAILS: -

The amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. According to said Regulation, requests for effecting transfer of
securities shall not be processed unless the securities are held in the dematerialized form with a depository

from. In view of the above, it is advised to shareholders holding shares in physical form to convert their
shares into Demat form as early as possible, as otherwise they will not be able to transfer the shares in
physical form.

As on 31.03.2025, out of the total shares of 7,40,866 only 3,91,725 shares have been dematerialized. This
amounts to only 52.87% of the entire shares. You are advised to get your shares dematerialized at the
earliest.

25. REPORT ON CORPORATE GOVERNANCE:

Though the shares of the company are listed at Bombay Stock Exchange since 11^th July, 2023 but the
company does not fall under the mandatory requirement of filling Corporate Governance Report to Stock
Exchange. The paid -up Capital of the Company is less than Rs. 10.00 Cr and its Net Worth is not more
than Rs. 25.00 Cr. Besides, on voluntary basis company has prepared the Corporate Governance Report
forms part of the report of the Board of Directors.

26. GOING CONCERN STATUS:

The company has not received any significant and material orders passed by the regulators, courts, tribunals
impacting the going concern status and company's operations in future.

27. RELATION WITH EMPLOYEES:

The relation with the employees continued to be cordial during the year. The directors wish to place on
record their sincere appreciation for the excellent team spirit with which they have worked for the progress of
the Company.

28. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND
BANKRUPTCY CODE 2016:-

During the year under review there were no applications made or proceedings in the name of the company
under the Insolvency Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-

During the year under review there has been no one time settlement of loan taken from Bank and Financial
institution.

30. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co-operation received
from the banks, customers, vendors and members during the year under review. Your director also wish to
place on record their deep sense of appreciation for the services rendered by executive, staff and workers.

31. APPRECIATION:

The Directors place on record their appreciation of the services rendered by Banks and Government
Authorities for their continued support.

For and on behalf of the Board
For Machhar Industries Limited

Place: Aurangabad Sandeep Machhar

Date: 5^th August, 2025 Managing Director

DIN: 00251892