Macfos Ltd

Macfos Limited trading window closed from October 01, 2026 till 48 hours after the declaration of the Unaudited Financial Results for the Quarter and half year ended 30th September 2026

AGM outcomes

• AGM held Sept 7, 2026 via VC/OAVM and concluded at 4:40 PM.
• Standalone financial statements for FY ended 31 March 2026 adopted.
• Consolidated financial statements for FY ended 31 March 2026 adopted.
• Director by rotation: Nileshkumar Purushottam Chavhan (DIN 07936897) reappointed.

Disclosure delay and compliance

• Disclosure of AGM proceedings delayed due to OTP login issue on BSE Listing Centre.
• Delay occurred Sept 7, 2026 but submitted Sept 8, 2026 beyond 12-hour window.
• Company seeks condonation for delay citing technical constraint; commits timely future reporting.

Governance and oversight

• Vipin Zavar appointed Scrutinizer for AGM; Atul Dumbre chaired.
• Statutory Auditors' report had no qualifications.

AGM details

• AGM held on 07-09-2026 from 03:15 PM to 04:40 PM.
• Record date: 31-08-2026; shareholders on record: 2,579.

Resolutions approved

• Ordinary resolution to receive and adopt standalone financial statements approved.
• Ordinary resolution to receive and adopt consolidated financial statements approved.
• Ordinary resolution: Re-appointment by rotation of director Nileshkon Chavhan approved.

Voting outcomes

• All resolutions passed; 7,159,468 votes polled (69.12%); 0 against.

Director changes

• Director by rotation: Nileshkon Chavhan approved for re-appointment.

Financials and ROBU metrics

• FY25-26 revenue ₹311.74 crore; EBITDA ₹38.97 crore; PAT ₹25.65 crore; one-time bulk sales excluded.
• Like-for-like growth: revenue up 67%, EBITDA up 103%, PAT up 105% YoY.
• ROBU platform: 5.05 lakh orders; 1.85 lakh customers.
• Average monthly visitors ~5.86 lakh; average order value ₹6,111.
• Product portfolio over 1.05 lakh SKUs; 100k+ products; 150+ brands; 210+ partners; 60k sq ft warehousing.
• ROBU 2.0 and in-house brands: SmartElex, EasyMech, SimplyFly, ProRange.
• SmartElex added 120+ products; ProRange >650 SKUs; drone-related in-house development expanding.
• Governance emphasis; in-house R&D and manufacturing capabilities; potential long-term margin benefits.
• FY2019-20 revenue ₹16 crore to FY2025-26 ₹311 crore; substantial growth trajectory.

AGM Proceedings

• 9th AGM held on 07 September 2026 at 03:15 PM IST via VC/OAVM.
• Remote e-voting conducted Sep 4–6, 2026, with on-site e-voting during AGM.
• Members as on cut-off date Aug 31, 2026 were eligible to vote.

AGM Details

• Date, time, and mode: 07 Sep 2026 at 3:15 PM via VC/OAVM.
• Meeting concluded at 04:40 PM.

Key Resolutions

• Ordinary resolution to adopt standalone financial statements for FY2025-26.
• Ordinary resolution to adopt audited consolidated financial statements for FY2025-26.
• Ordinary resolution to re-appoint director retiring by rotation.

Voting Results

• Resolution 1: Passed.
• Resolution 2: Passed.
• Resolution 3: Passed.

Director Changes

• Re-appointment of director by rotation approved.

Book closure and voting details

• Cut-off date for e-voting and AGM voting: 31 August 2026.
• Book closure from 31 August 2026 to 7 September 2026 (inclusive).
• AGM date: 7 September 2026 for the 9th AGM.
• Record date for voting eligibility: 31 August 2026.

Financials

• Standalone revenue ₹30,874.84 Lakh; PAT ₹2,564.88 Lakh.
• Consolidated revenue ₹30,877.33 Lakh; PAT ₹2,563.96 Lakh.
• Total income: standalone ₹31,174.44 Lakh; consolidated ₹31,176.76 Lakh.
• Standalone EPS ₹24.76; Consolidated EPS ₹24.75.
• Bonus issue: 9,41,682 shares; post-bonus capital ₹10,358.53 Lakh.
• Dividend for FY2025-26 not declared.

Capital structure

• Authorized share capital: 1,20,00,000 shares of ₹10 each.
• Post-bonus paid-up capital: 1,03,58,503 shares (₹10,35,85,030).
• Bonus issue: 9,41,682 shares at 1:10 ratio; rank pari passu.
• Debt: Short-term borrowings ₹3,542.92 Lakh; long-term ₹59.01 Lakh.

Subsidiaries & acquisitions

• Subsidiaries: Macfos Electronics Private Limited (India) 99.99%; Nuo Zhan Technologies Limited (Hong Kong) 100%.
• Nuo Zhan Technologies Limited is wholly owned; acquired via transfer; related-party linkage.

Governance

• Board composition as of 31 Mar 2026: 3 Executive and 3 Independent Directors.
• Independent Directors: Ankit Rathi, Anamika Ajmera, Ravi Jagetiya.
• Directors reappointed: Nileshkumar Chavhan; Atul Dumbre; Binod Prasad; Ravi Jagetiya; Anamika Ajmera; Ankit Rathi.
• Five board meetings; Audit/Nomination & Remuneration/Stakeholders committees in place.

Audit & controls

• Statutory auditors Kishor Gujar & Associates reappointed for five years.
• Internal Auditor: Moore Singhi Advisors LLP; later replaced for 2026-28 with Singhi & Co.
• Secretarial Auditor: CZ & Associates LLP; MR-3; no qualifications.
• No fraud reported; no material audit reservations.

Risks & outlook

• Key risks include geopolitical/regulatory shifts, supply-chain disruptions, and inventory management challenges.
• Outlook remains positive; management targets profitable growth via Robu 2.0 and expansions.

CSR & compliance

• CSR expenditure ₹32.59 Lakh in FY2025-26; set-off of prior years’ CSR surplus.
• CSR activity donated to Mula Education Society; CSR compliance documented.

Contingent liabilities

• Customs short-levy notice; contested; no provision recognized.
• Contingent liabilities disclosed; no material impact identified.

People & operations

• Employees numbered 189 as of 31 March 2026; industrial relations harmonious; zero disputes.

AGM Details

• AGM date/time: 07 Sep 2026 at 03:15 PM via VC/OAVM.
• Record date for voting entitlement: 31 Aug 2026.
• Remote e-voting window: 04 Sep 2026 09:00 to 06 Sep 2026 17:00.
• Annual report and Notice available on company website.

Resolutions

• Item 1: Adopt standalone financial statements for year ended 31 March 2026.
• Item 2: Adopt consolidated financial statements for year ended 31 March 2026.
• Item 3: Re-appointment of Mr. Nileshkumar Purushottam Chavhan as Whole Time Director.

Director Changes

• Re-appointment of Mr. Nileshkumar Purushottam Chavhan as Whole Time Director.
• Board recommended reappointment at meeting held 11/08/2026.
• DIN 07936897; appointment date 11/01/2023.
• Shareholding: 21,69,150 shares (23.04%).
• Qualification: ME Mechanical, IISc Bangalore.
• Experience: 12 years in electronics, robotics, thermals and fluids.