Your directors are pleased to present the Ninth 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, 2026
1. FINANCIAL PERFORMANCE:
Key highlights of standalone and consolidated financial performance for the year ended March 31, 2026, is summarised as under: (Rupees in Lacs)
|
Particulars
|
Standalone Financial Statement Year ended March 31, March 31, 2026 2025
|
Consolidated Financial Statement Year ended March 31, March 31, 2026 2025
|
|
Income:
|
|
|
|
|
|
Revenue from Operations
|
30,874.84
|
25,498.68
|
30,877.33
|
25,506.14
|
|
Other Income
|
299.60
|
269.66
|
299.43
|
269.90
|
|
Total Income
|
31,174.44
|
25,768.34
|
31,176.76
|
25,776.04
|
|
Total Expenses
|
27,737.17
|
23,363.89
|
27,740.10
|
23,373.87
|
|
Profit Before Interest, Depreciation & Taxation
|
3,913.15
|
2715.02
|
3,913.17
|
2713.36
|
|
Less: Interest and Finance Charges (net)
|
313.47
|
2,23.76
|
313.47
|
223.76
|
|
Less: Depreciation
|
162.42
|
86.81
|
163.04
|
87.43
|
|
Profit Before Tax
|
3,437.27
|
2,404.45
|
3,436.66
|
2,402.17
|
|
Add / (Less) Prior Period Adjustment- Income Tax
|
-
|
-
|
-
|
-
|
|
Add / (Less): current tax
|
906.99
|
617.23
|
906.99
|
617.23
|
|
Add/ (Less): MAT Credit Entitlement
|
-
|
-
|
-
|
-
|
|
Add / (Less): Deferred tax
|
(31.95)
|
(8.80)
|
(31.46)
|
(8.80)
|
|
Add /(Less):- Excess/Short Provision Written back/off
|
(2.65)
|
1.80
|
(2.65)
|
1.78
|
|
Profit After Tax
|
2,564.88
|
1,794.22
|
2,563.96
|
1,791.94
|
|
Less: Proposed Dividend / Interim Dividend including tax on dividend
|
-
|
-
|
-
|
-
|
|
Profit for the year
|
2,564.88
|
1,794.22
|
2,563.96
|
1,791.94
|
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:
During the year under review, the company has made Standalone Revenue from Operations of Rs. 30,874.84 Lakh and Net Profit after Tax of Rs 2,564.88 lakh. and consolidated Revenue from Operations of Rs. 30,877.33 Lakh and Net Profit after Tax of Rs. 2,563.96 lakh. The Board of Directors of your Company is optimistic about the 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 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. 2,564.88 Lakh (standalone) and Rs. 2,563.96 Lakh (consolidated) net profit to the Reserves.
4. DIVIDEND:
The Board of Directors of your company, after considering the relevant circumstances holistically 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, 2026, and the entire surplus be ploughed back into the reserve of the company.
5. SHARE CAPITAL:
I. AUTHORISED SHARE CAPITAL
|
Class of Share
|
No. of Shares
|
Face Value (^)
|
Amount (^)
|
|
Equity Shares
|
1,20,00,000
|
10.00
|
12,00,00,000
|
|
Total Authorised
|
1,20,00,000
|
10.00
|
12,00,00,000
|
|
Capital
|
II. ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL
|
Class of Share
|
No. of Shares
|
Face Value (Rs.)
|
Amount
(Rs.)
|
|
Equity Shares (Pre-Bonus)
|
9,416,821
|
10.00
|
9,41,68,210
|
|
ADD: Bonus Shares Allotted (11.03.2026)
|
941,682
|
10.00
|
94,16,820
|
|
TOTAL PAID-UP CAPITAL (Post-Bonus)
|
1,03,58,503
|
10.00
|
10,35,85,030
|
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:
During the year under review, the Company noted the following Material Changes and Commitments (up to March 31 2026):
a. The Company has allotted Bonus Equity Shares in the ratio of 1:10, aggregating to 9,41,682 fully paid-up Equity Shares of TI0 each, to the existing shareholders, as detailed below:
|
Particulars
|
Details
|
|
Nature of the Issue
|
Bonus Issue (Fully Paid-up Equity Shares)
|
|
Bonus Issue Ratio
|
1 (One) Bonus Share for every 10 (Ten) Equity Shares held [1:10]
|
|
Board Meeting — Proposal
|
28th January 2026
|
|
Postal Ballot Notice Issued
|
29th January 2026
|
|
Shareholder Approval (Postal Ballot)
|
28th February 2026
|
|
Board Meeting — Allotment
|
11th March 2026
|
|
Source of Capitalizations
|
Securities Premium (as per Board Resolution dated 28.01.2026)
|
|
Face Value per Share
|
Rs. 10/- (Rupees Ten only)
|
|
No. of Bonus Shares Allotted
|
9,41,682 (Nine Lakh Forty-One Thousand Six Hundred and Eighty-Two) Equity Shares
|
b. There have been no other material changes or commitments that have affected the financial position of the Company between the close of FY 2025-26 and the date of this report.
8. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to 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 which 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 2025-26 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 thereunder; 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, 2026. 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 Directors, 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 thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and they are Independent of Management.
A separate meeting of Independent Directors was held on January 28 2026, to review the 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 flow of i n fo r m at i on b etwe e n Co m pa ny ma n a g eme n t a n d B o a rd t hat 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 website 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(1)(b) of the Listing Regulations confirming that they meet the criteria of Independence as per relevant provisions of the Companies Act, 2013 for the financial year 2025-26. 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. Binod Prasad (DIN: 07938828), an Executive Director of the Company, retires by rotation at the 08th 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 And Reappointment
During the financial year under review, there were changes in the composition of the Board of Directors pursuant to the expiry of existing terms and subsequent reappointments. The Board, based on the recommendations of the Nomination and Remuneration Committee, approved the reappointment of the following Directors for fresh terms as mentioned below:
Mr. Binod Prasad, Whole-time Director, whose term expired on January 10, 2026, was reappointed for a further period of five (5) years with effect from January 11, 2026, up to January 10, 2031.
Mr. Nilesh Kumar Purushottam Chavhan, Whole-time Director, whose term expired on January 10, 2026, was reappointed for a further period of five (5) years with effect from January 11, 2026, up to January 10, 2031.
Mr. Atul Maruti Dumbre, Chairman and Managing Director, whose term expired on January 10, 2026, was reappointed for a further period of five (5) years with effect from January 11, 2026, up to January 10, 2031.
Mr. Ravi Kant Jagetiya, Independent Director, whose term expired on January 19, 2026, was reappointed for a further period of two (2) years with effect from January 20, 2026, up to January 19, 2028.
Ms. Anamika Ajmera, Independent Director, whose term expired on January 19, 2026, was reappointed for a further period of two (2) years with effect from January 20, 2026, up to January 19, 2028.
Mr. Ankit Rathi, Independent Director, whose term expired on January 10, 2026, was reappointed for a further period of two (2) years with effect from January 11, 2026, up to January 10, 2028.
The Board places on record its appreciation for the continued guidance and valuable contributions made by all the Directors and looks forward to their continued association with the Company.
• Key Managerial Personnel
|
Sr.
No
|
Name of Key Managerial Personnel
|
Designation
|
|
1
|
Atul Maruti Dumbre
|
Chairman and Managing Director
|
|
2
|
Binod Prasad
|
Whole Time Director & CFO
|
|
3
|
Nileshkumar Purshottam Chavhan
|
Whole Time Director
|
|
4
|
Sagar Subhash Gulhane
|
Company Secretary and Compliance Officer
|
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 2026 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. CORPORATE GOVERNANCE REPORT:
Note on Applicability: The Company is listed on the BSE SME Platform. As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Corporate Governance provisions under Regulations 17 to 27 are generally not applicable to entities listed on the SME Exchange. However, since the Paid-up Equity Share Capital and Net Worth of the Company have crossed the prescribed threshold of TI0 Crore and ^25 Crore, respectively, as on 31st March, 2026 (being the last day of the previous financial year), the Corporate Governance provisions under Chapter IV of SEBI LODR have become applicable to the Company with effect from the Financial Year 2026-27 onwards.
1. Company's Philosophy on Corporate Governance
The Company firmly believes that sound Corporate Governance is critical to enhancing and retaining investor trust. The Company is committed to transparency, integrity, and accountability in all its operations and is dedicated to the highest standards of corporate governance. The Board of Directors (“Board”) of the Company subscribes to the philosophy that all its activities must serve the underlying goals of enhancing shareholder value and protecting the interests of all stakeholders.
The Company acknowledges that good governance practices stem from the culture and mindset of the organization. As a responsible listed entity on the BSE SME Platform, the Company endeavours to comply with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013, and other applicable laws and regulations.
15. COMPOSITION OF THE BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:A. BOARD OF DIRECTORS
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors in accordance with the requirements of the Companies Act, 2013 and SEBI LODR Regulations. The composition of the Board as on 31st March, 2026 is as under:
|
S. No.
|
Name
|
Category
|
Designation
|
|
1.
|
Mr. Nileshkumar Purushottam Chavhan
|
Executive Director
|
Whole Time Director
|
|
2.
|
Mr. Atul Maruti Dumbre
|
Executive Director
|
Managing Director & Chairman
|
|
3.
|
Mr. Binod Prasad
|
Executive Director
|
Whole Time Director & CFO
|
|
4.
|
Mr. Ankit Rathi
|
Independent Director
|
Independent Director
|
|
5.
|
Mr. Anamika Ajmera
|
Independent Director
|
Independent Director
|
|
6.
|
Mr. Ravi Jagetiya
|
Independent Director
|
Independent Director
|
B. BOARD MEETINGS
The Board of Directors duly met five times at regular intervals during the mentioned financial year, and in respect of these 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:
|
S. No.
|
Date of Meeting
|
Total Number of directors as On the date of the meeting
|
Total Number of Directors
Attended the meeting
|
% of attendance
|
|
1.
|
19-05-2025
|
6
|
5
|
83.33%
|
|
2.
|
28-07-2025
|
6
|
6
|
100%
|
|
3.
|
28-10-2025
|
6
|
6
|
100%
|
|
4.
|
28-01-2026
|
6
|
6
|
100%
|
|
5.
|
11-03-2026
|
6
|
6
|
100%
|
**During the year under review, 01 (One) Annual General Meeting was held on 29th August, 2025.
In compliance with Regulation 18 of SEBI LODR Regulations, read with Section 177 of the Companies Act, 2013, the Company has a duly constituted Audit Committee. The composition, terms of reference, and meetings of the Audit Committee are as follows:
|
AUDIT COMMITTEE MEMBERS
|
|
Name
|
Designation
|
Designation
|
|
Ankit Rathi
|
Independent Director
|
Chairman
|
|
Anamika Ajmera
|
Independent Director
|
Member
|
|
Atul Maruti Dumbre
|
Managing Director
|
Member
|
The dates on which Audit Committee meetings were held are as follows
|
S. No.
|
Date of Meeting
|
Total Number of directors as On the date of the meeting
|
Total Number of Directors
Attended the meeting
|
% of attendance
|
|
1.
|
19-05-2025
|
3
|
2
|
66.66%
|
|
2.
|
28-07-2025
|
3
|
3
|
100%
|
|
3.
|
28-08-2025
|
3
|
3
|
100%
|
|
4.
|
28-01-2026
|
3
|
3
|
100%
|
D. NOMINATION AND REMUNERATION COMMITTEE
In compliance with Regulation 19 of SEBI LODR Regulations, read with Section 178 of the Companies Act, 2013, the Company has a duly constituted Nomination and Remuneration Committee (NRC). The composition is as follows:
|
NOMINATION AND REMUNERATION COMMITTEE
|
|
Name
|
Designation
|
Designati n
|
|
Ankit Rathi
|
Independent Director
|
Chairman
|
|
Ravi Kant Jagetiya
|
Independent Director
|
Member
|
|
Anamika Ajmera
|
Independent Director
|
Member
|
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter alia provide 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
|
S. No.
|
Date of Meeting
|
Total Number of directors as on the date of meeting
|
Total Number of Directors
Attended the meeting
|
% of attendance
|
|
1.
|
28-07-2025
|
3
|
3
|
100%
|
|
2.
|
28-01-2026
|
3
|
3
|
100%
|
In compliance with Regulation 20 of SEBI LODR Regulations read with Section 178 of the Companies Act, 2013, the Company has a duly constituted Stakeholders' Relationship Committee (SRC) to address the grievances of the shareholders, debenture holders, and other security holders. The composition is as follows:
|
STAKEHOLDERS RELATIONSHIP COMMITTEE
|
|
Name
|
Designation
|
Designation
|
|
Anamika Ajmera
|
Independent Director
|
Chairman
|
|
Binod Prasad
|
Whole Time Director
|
Member
|
|
Ankit Rathi
|
Independent Director
|
Member
|
The dates on which Stakeholders Relationship Committee meetings were held are as follows.
|
S. No.
|
Date of Meetin
|
Total Number of directors as
On the date of the meeting
|
Total Number of Directors
Attended the meeting
|
% of attendance 1
|
|
1.
|
28-01-2026
|
3
|
3
|
100
|
Investor Grievance Status for FY 2025-26:
|
Particulars
|
Number of Complaints
|
|
Complaints received during the year
|
0
|
|
Complaints resolved during the year
|
0
|
|
Complaints pending at the end of the year
|
0
|
F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As per the provisions 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 one Independent Directors and two Executive Director as on 31st March 2026. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:
|
(CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
|
|
Name
|
Designation
|
Designation
|
|
Atul Maruti Dumbre
|
Whole Time Director
|
Chairman
|
|
Binod Prasad
|
Whole Time Director
|
Member
|
|
Ankit Rathi
|
Independent Director
|
Member
|
The dates on which Corporate Social Responsibility Committee meetings were held are as follows;
|
S. No.
|
Date of Meetin
|
T otal Number of directors T otal Number of as Directors On the date of the meeting 1 Attended the meeting
|
% of attendance 1
|
|
1.
|
28-01-2026
|
3
|
3
|
100
|
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
|
S. No.
|
Date of Meeting
|
Total Number of directors as on the date of meeting
|
Total Number of Directors
Attended the meeting
|
% of attendance
|
|
1.
|
16-07-2025
|
3
|
3
|
100%
|
|
2.
|
25-08-2025
|
3
|
3
|
100%
|
H. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all Board Members and Senior Management Personnel in accordance with Regulation 17(5) of SEBI LODR Regulations. The said Code of Conduct is posted on the website of the Company at [www.robu.com]. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year 2025-26. A declaration by the Managing Director / Chief Executive Officer to this effect forms part of this Report.
I. DISCLOSURES
a. Related Party Transactions: With effect from April 1, 2025, in view of crossing the threshold of paid-up capital and net worth as on March 31, 2026, Regulation 23 of SEBI LODR Regulations pertaining to Related Party Transactions has become applicable to the Company. All related party transactions entered into during the Financial Year 2025-26 were in the ordinary course of business and at arm's length basis. There were no materially significant related party transactions that may have a potential conflict with the interests of the Company at large. The details of related party transactions are set out in the Notes to the Financial Statements forming part of the Annual Report.
b. Compliance with SEBI LODR: The Company has complied with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year 2025-26. There were no instances of non-compliance by the Company, nor any penalties or strictures imposed on the Company by the Stock Exchange(s) or SEBI or any statutory authority on any matter related to the capital markets during the last three years.
c. Whistle Blower Policy / Vigil Mechanism: The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with Regulation 22 of SEBI LODR Regulations and Section 177(9) of the Companies Act, 2013, for its Directors and employees to report genuine concerns. No personnel have been denied access to the Audit Committee during the Financial Year 2025-26.
J. CEO / CFO CERTIFICATION
As required under Regulation 17(8) of SEBI LODR Regulations, the Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the Board of Directors regarding the financial statements and other matters as specified in Part B of Schedule II of the SEBI LODR Regulations for the Financial Year ended 31st March, 2026. The said Certificate forms part of this Annual Report.
Filing Status: Since the Paid-up Equity Share Capital and Net Worth of the Company crossed the prescribed threshold of TI0 Crore and ^25 Crore, respectively as on 31st March, 2026, the provisions of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have become applicable to the Company with effect from the Financial Year 2026-27. Accordingly, the Company has filed / shall file the Corporate Governance Compliance Report for the Financial Year ended 31st March, 2026 with BSE Limited (BSE Listing Centre) on or before 30th April, 2026, within the prescribed timeline.
As per Regulation 27(2) of SEBI LODR Regulations, a listed entity is required to submit a quarterly compliance report on Corporate Governance in the format specified by SEBI, to the recognised stock exchange(s) within thirty (30) days from the close of each quarter. In compliance with the said provision, the Company has filed the quarterly Corporate Governance Compliance Reports for the 4th quarter of the Financial Year 2025-26 with BSE Limited through the BSE Listing Centre portal, within the prescribed timelines.
The quarterly filing schedule for FY 2025-26 is as follows:
|
Quarter
|
Period
|
Due Date (within 30
|
Filing Status
|
| |
|
days)
|
|
|
Q4
|
January - March 2026
|
30th April, 2026
|
Filed
|
L. CERTIFICATE FROM PRACTICING COMPANY SECRETARY
As required under Regulation 34(3) read with Schedule V of SEBI LODR Regulations, a Certificate from a Practicing Company Secretary confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any such statutory authority, forms part of this Annual Report.
M. GENERAL SHAREHOLDER INFORMATION
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.
16. 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.
17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The Company has formed a Nomination and Remuneration Committee, which has framed the Nomination and Remuneration Policy. 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 Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company https://robu.in/investor-rela- tions/#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, 2026, 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/
18. 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/inves- tor-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/
19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to principles of professional integrity and ethical behaviour 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 Policy 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.
20. 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 (by way 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
21. 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 minimization, which is periodically reviewed to ensure smooth operation and effective management control, and 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 minimize the same.
22. 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 website https://robu.in/investor-relations Further, your company has set up an Internal Complaint Committee (“ICC “) at the corporate office. ICC has equal representation of men and women and is chaired by a senior woman employee of the HR Department of the Company.
The composition of the internal complaint committee is as follows:
|
Sr. No.
|
Name of the Member
|
Designation
|
|
1
|
Sumeet Mahadik
|
Employer
|
|
2
|
Akanksha More
|
Nodal Officer
|
|
3
|
Madhuri Mali
|
Chair Person
|
|
4
|
Aaditya Samant
|
IC Member
|
|
5
|
Sakshi Chaudhary
|
IC Member
|
|
6
|
Bhumika Kokale
|
IC Member
|
|
7
|
Divyani Tiwari
|
IC Member
|
|
8
|
Dhanashri Waghole
|
IC Member
|
|
9
|
Gaurav Gadhave
|
IC Member
|
|
10
|
Aishwarya Birajdar
|
Consultant & External IC Member
|
23. 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-H6747W 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 (Seventh) Annual General Meeting until the conclusion of the 12th (Twelfth) Annual General Meeting.
The Auditors' Report for the financial year ended on March 31, 2026, has been provided in “Financial Statements” 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 Committee on a half-yearly basis. The scope of the internal audit is approved by the Audit Committee.
Further company upon expiry of the term of the internal auditor on 31st March 2026, M/s. Singhi & Co., a Chartered Accountant Firm, has been appointed as the Internal Auditor of the company on 28th April 2026 for the Financial Year 2026-27 and 2027-28. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a Quarterly basis. The scope of the internal audit is approved by the Audit Committee.
iii. SECRETARIAL AUDITOR:
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. CZ & ASSOCIATES LLP., Practicing Company Secretary Firm, as Secretarial Auditor of the Company for the five financial years Commencing form 2025-26 to 2029-30. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2026, 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.
24. 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.
25. 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.
26. 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 2025-26 will be available on the website of the Company (www.robu.in). The due date for filing annual returns for the financial year 2025- 26 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.
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 enter into any contract/arrangement/transaction with related parties which is on an arms-length basis in accordance with the policy of the Company, the disclosure of Related Party Transactions as required under Section 188 and 134(3) of the Companies Act in Form AOC-2 is Provided as Annexure V. 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:
The total amount spent by the Company on CSR activities during the financial year 2025-26 is ^32,00,000/- (Rupees Thirty-Two Lakhs Only). The Company has availed the benefit of set-off of excess CSR expenditure incurred in the preceding financial years 2023-24 and 2024-25, as permitted under Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
The following table sets out the details of CSR obligations prescribed, amounts actually paid, and the excess/shortfall for each of the financial years relevant to the set-off mechanism:
| |
Financial
Year
|
Prescribed
CSR
Obligation
TO
|
Actual
|
Excess/
|
Cumulative
|
|
S.No.
|
Amount Paid (^)
|
(Short) Paid
TO
|
Unspent/ (Excess) (^)
|
|
1
|
2023-24
|
1,05,08,39
|
11,00,000
|
49,161
|
(49,161)
|
|
2
|
2024-25
|
21,85,686.84
|
22,00,000
|
14,313.16
|
(63,474.16)
|
|
3
|
2025-26
|
32,58,638.28
|
32,00,000*
|
58,638.28
|
(4835.88)
|
In accordance with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, any surplus or excess amount spent by a company on CSR activities over and above the prescribed obligation in a given financial year may be set off against the required CSR expenditure for the immediately succeeding three financial years.
In the financial year 2023-24, the Company spent ^11,00,000/- against a prescribed obligation of ^10,50,839/-, resulting in an excess payment of R49,161/-. Similarly, in the financial year 2024-25, the Company spent R22,00,000/- against a prescribed obligation of ^21,85,686.84/-, resulting in an additional excess payment of ^14,313.16/-. The aggregate excess CSR amount available for set-off as at the beginning of FY 2025-26 was therefore ^63,474.16/- (Rupees Sixty-Three Thousand Four Hundred Seventy-Four and Paise Sixteen Only).
During the financial year 2025-26, the prescribed CSR obligation of the Company is ^32,58,638.28/- (Rupees Thirty-Two Lakhs Fifty-Eight Thousand Six Hundred Thirty-Eight and Paise Twenty-Eight Only). The Company has spent ^32,00,000/- (Rupees Thirty-Two Lakhs Only) during the year. The shortfall of ^58,638.28/- against the prescribed obligation is fully covered and extinguished by the set-off of the accumulated excess of ^63,474.16/- from the preceding two financial years. Accordingly, upon application of the set-off, the net CSR obligation of the Company for FY 2025-26 stands fully discharged, and no unspent CSR amount remains as on March 31, 2026.
As mentioned above, the Company has made payment of its CSR contribution to Mula Educa¬ tion Society, which is duly registered for undertaking CSR activities under Registration No. CSR00022356, vide PAN: AAATM5236E, having its registered office at At Post Sonai, Rahuri Road, Ahmednagar, Maharashtra - 414105.
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 fraud 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:
|
Name
|
Ratio to the median remuneration
|
% Increase in remuneration in the financial year
|
|
Executive Director
|
|
MR. NILESHKUMAR CHAVHAN
|
16.02
|
3.52
|
|
MR. ATUL MARUTI DUMBRE
|
16.02
|
3.52
|
|
MR. BINOD PRASAD
|
16.02
|
3.52
|
|
Company secretary
|
|
CS SAGAR GULHANE
|
1.45
|
NA
|
2. The percentage increase in the median remuneration of employees in the financial year: 32.00%
3. The number of permanent employees on the rolls of the Company: -189
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 EARNINGS 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 achieve maximum possible energy savings.
II. The steps taken by the company for utilising 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:
Foreign Exchange Earning (Rs. in Lakh): 214.17/-
Foreign Exchange Outgo (Rs. in Lakh): 18,733.88 /-
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, 2026
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 records as per the applicable rules. The company had obtained the Certificate from the cost auditor for maintaining the cost audit records.
39. DEMATERIALIZATION 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 the implementation of internal financial control across the Organisation 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 2026 will be available on the website of the Company at www.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.
On behalf of the Board of Directors For, MACFOS LIMITED
Sd/- Sd/-
ATUL MARUTI DUMBRE BINOD PRASAD
(Managing Director) (Whole Time Director)
(DIN: 07938802) (DIN: 07938828)
Date: 11/08/2026 Place: PUNE
|