Your Directors have pleasure in presenting the 40^th Annual Report and Audited Financial Statements for the Financial Year
ended 31^st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS (' In Lakh)

Net turnover of your Company has increased by 15.10% from Rs. 33,773.92 lacs in 2023-24 to Rs. 38,874.34 lacs in current year.
Your Company has earned a pre-tax profit of Rs.1146.16 lacs as compared to profit of Rs. 524.33 lacs in the last year. Company
has earned cash profit of Rs.2,153.05 lacs as compared to Rs.1,943.92 lacs in 2023-24.

RESULTS OF OPERATIONS
OPERATIONS:

During the year under review, the following are the highlights of your Company:

> Achieved a turnover during 2024-25 of Rs. 38,874.34 lakhs as compared to Rs.33,773.92 lacs during 2023-24 reflecting an
increase of 15.10% due to increase in volumes and inflation.

> Cash Profit during 2024-25 is Rs.2,153.05 lakhs against cash profit during the year 2023-24 of Rs.1,943.92 lacs
PERFORMANCE OF THE COMPANY

Plastic is projected to be largest growing product type for injection moulding market between 2020 and 2025. Our company
is expected to see stronger growth and adoption of light weight vehicles and electric vehicles are expected to offer various
lucrative opportunities for the growth of our company. Your company is positively working towards expanding its operation
to other customers.

As the Indian Automobile industry has its prominent role in development of economy. It has 7.1% contribution in GDP of the
country and provides ample employment opportunities for the people of the nation. This will lead to growth in our business
and more business opportunities.

Your Company focuses on optimally developing its human resources skills, competencies, health, safety, and well-being to
leverage value creation across other capitals.

Your Company has also received tooling business from customers other than MSIL and making efforts in exploring alternate
business opportunities in mould making and for replacement market.

Despite fluctuating market conditions, your company has a strong track record of payment of dues and taxes within time
period.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS

The internal controls are aligned to adhere to the local statutory requirements. The internal control systems are supported
through, management reviews, verification by internal auditors, as well as verification by Statutory Auditors. Further, the Audit
Committee of the Board reviews the internal audit plan, adequacy of internal control systems, significant audit observations
and monitors the sustainability of remedial measures.

The aforesaid internal control systems provide high degree of assurance with respect to effectiveness and efficiency of
operations, adequacy and adherence of internal financial controls and compliances with laws and regulations.

The Company has an effective and reliable internal control system commensurate with its size and operations and no reportable
material weakness in the design or operation was observed.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of Company for the Year 2024-25 is available on the Website of Company at the web-link
https://machino.com/annual-return/

NUMBER OF BOARD MEETINGS

Five (5) meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each
Director are detailed in the Corporate Governance Report forming part of the Annual Report. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state that-

• In preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards
have been followed and there are no material departures from the same.

• 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 true and fair view of the state of affairs of the company at the end of the
financial year as at 31^st March, 2025 and of the profit of the Company for the year ended 31^st March, 2025.

• proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud
and other irregularities.

• the annual accounts have been prepared on a going concern basis.

• proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial
controls are adequate and is operating effectively; and

• proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively.
GENERAL / OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year, under review, no disclosure
or reporting is required in respect of the same:

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

• Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

• Neither the Managing Director nor the Whole-Time Director of your Company receive any remuneration or commission
from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future.

• Buy-back of shares.

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• No settlements have been done with banks or financial institutions.

DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and
Regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 from all the Independent Directors confirming that they meet the criteria of independence and not
disqualified from continuing as an Independent Director.

REMUNERATION POLICY

Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under
for director's appointment and remuneration including the criteria for determining qualifications, positive attributes,
independence of a director, etc. in the meeting of Board of Directors of the Company held on 9^th February, 2015 in line with the
recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration
policy of your Company is annexed in Annexure-I. The policy has been disclosed on the website of the company.

AUDIT AND AUDITOR'S REPORT:

STATUTORY AUDITOR:

M/s. KMGS & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office until the
conclusion of the AGM to be held in the financial year 2026-2027.

STATUTORY AUDITOR'S REPORT

There are no such observations in the statutory audit report which needs to be explained by your company. The observation of
the auditors is self-explanatory and/or is suitably explained in the notes to the accounts.

SECRETARIAL AUDITOR:

M/s Gaurav Sethi & Co., Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2024-2025
for Secretarial Audit of your company.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity is required
to appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders
at the AGM. Accordingly, pursuant to the applicable provisions of the Act, and the SEBI Listing Regulations, and based on the
recommendation of the Audit Committee, your Directors have approved the appointment of Ms. Atima Khanna, Practicing
Company Secretary (Membership No. F9216, CP No. 10296, Peer Review No. 1102/2021), proprietor of M/s A K & Associates,
as the Secretarial Auditors of your Company for audit period of 5 consecutive years, commencing from the conclusion of this
AGM untill the conclusion of AGM held in 2029-30 at a remuneration of Rs. 50,000/- per financial year with 10% increment every
succeeding year subject to TDS and taxes as applicable, to conduct Secretarial Audit of the Company. A resolution seeking
shareholders' approval for the appointment of M/s A K & Associates has been included in the Notice convening the 40^th Annual
General Meeting. Your Directors recommend the resolution for your approval.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Mr. Gaurav Sethi, proprietor of M/s Gaurav
Sethi & Co., Company Secretaries in practice, as its Secretarial Auditors to conduct the secretarial audit of the Company for
the F.Y. 2024-25. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The
Report of Secretarial Auditors for the F.Y. 2024-25 is annexed to this report as Annexure - VI. The report does not contain any
qualification.

SECRETARIAL COMPLIANCE REPORT

There are no such observations in the secretarial compliance report which needs to be explained by your Company. The
Secretarial Compliance report of secretarial auditor is annexed to this report as Annexure VII.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing
Regulations'), the Practicing Company Secretary's Certificate on corporate governance is enclosed to the Board's Report. The
Practicing Company Secretary's Certificate for financial year 2024-25 does not contain any qualification, reservation or adverse
remark.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-
4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, with respect
to the reporting Financial Year 2024-25.

SHARE CAPITAL
As on 31^st March 2025:

(a) The Authorized Share Capital of the Company is INR 15,00,00,000/- consisting of 1,50,00,000 nos. of Equity Shares of INR
10/- each; and

(b) the Issued, Subscribed and Paid-up Share Capital of the Company is INR 6,13,68,000 comprising of 61,36,800 equity shares
of INR 10/- each.

As on 31^st March 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company
from the last financial year.

For details of dividend and shares transferred to Investor Education and Protection Fund (IEPF), please refer Corporate
Governance Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY

Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of
section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year 2024-25 were in the ordinary course of business
and on an arm's length basis or with required approvals. Your company has also adopted a policy on materiality of related
parties' transaction and also dealing with related parties' transaction as approved by the Board. The policy has been disclosed
on the website of your company at the web-link https://machino.com/policies/ .

The details of related parties' transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the
Companies Act, 2013, Form AOC-2 is annexed in Annexure-II.

STATE OF COMPANY'S AFFAIR

Your company is a Joint Venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindal's. Your company
was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange
Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 5
plants/warehouses out of which one operative plant is located in Gurgaon, one operative plant and a warehouse are located in
Manesar, one plant is located in Pehladpur, kharkhoda is in progress & to be operational by 2025-26 while the plant located in
Pithampur will also be operative by end of 2025 earlier it is used as warehouse.

During the year under review, your company has not made any default in repayment of any of its term loans, have met generally
all its obligation in time including its tax liabilities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status
and future operations of your company.

MATERIAL CHANGES AND COMMITMENTS

No significant changes and commitments affecting the financial position of your company for the financial year ending on 31^st
March, 2025 till the date of this report.

CONSERVATION OF ENERGY

Continuous overhauling of equipment's and awareness amongst employees has helped to avoid wastage of energy. Company
has installed solar power plant of capacity 1350KW at its Gurugram and Manesar Plant.

Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these
points and various alternative sources of energies are utilized.

Power & Fuel Consumption 2023-24 & 2024-25

TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure IV
and forms part of the Report.

FOREIGN EXCHANGE EARNING & OUTGO

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and
efficient manner. Your company already has "Risk Management Policy" in writing which is also uploaded on the website of the
company. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives.

Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on our company.
Therefore, the company has abolished Risk Management Committee from board committees in its board meeting held on
29^th April, 2019. With effect from 25^th June, 2020, all the matters related to Risk Management Committee are discussed in Audit
Committee.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, the Board, its Committees and other
individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
The policy is annexed in Annexure -III.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on
questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination
and Remuneration Committee.

Further, in accordance to the Board Performance Evaluation Policy, the Board carried out annual performance evaluation of
Independent Directors. The Independent Directors carried out annual performance evaluation of Non independent Directors
and Board as a whole.

The policy has also been disclosed on the website of the company at the web-link https://machino.com/policies/

COMMITTEE OF DIRECTORS

For composition and other details pertaining to the Committee of Directors, please refer to the Corporate Governance Report.
VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has
established the Whistle Blower Policy which is in compliance with the provisions of Section 177(9) & (10) of Companies Act,
2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, for directors and employees
of the Company to report genuine concerns or grievances. The policy provides for a framework and process whereby concerns
can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice
being adopted against them. The Vigil Mechanism provides the safeguard against the victimization of person who uses such
mechanism.

During the financial year 2024-25, all the directors and employees had full access to approach Ms. Reetika Pant, Vigil Mechanism
Officer. No complaint was received during the year 2024-25 of any sort from any directors and employee of your company.

Further Ms. Sandhya Kumari has been appointed as Vigil Mechanism Officer of the company w.e.f 23^rd May, 2025.

The detail of establishment of such mechanism is also disclosed on the website of the Company at
https://machino.com/wp-content/uploads/2021/07/Vigil-machanism-policy.pdf .

According to Section 149 of the Companies Act, 2013 read with schedule IV of the Companies Act, 2013, an Independent
director is required to hold office for a term up to five consecutive years on the Board of the Company. No independent director
is required to hold office for more than two consecutive terms, but shall be eligible for appointment after the expiry of three
years of ceasing to become an independent director of the company.

Mr. Rajiv Kumar Singh and Dr. Sandeep Goel, Independent Directors appointed as Additional Director (Non - Executive
Independent Category) in the board meeting held on 4^th June, 2024 for a term upto 15^th May, 2029, not liable to retire by
rotation and subsequently they were appointed as Independent Directors by the shareholders in the Annual General Meeting
of the company held on 3^rd September, 2024.

Ms. Sandhya Kumari (FCS No. 13540) has been appointed as Company Secretary and designated as Key Managerial Personnel
of thew company with effect from 23^rd May, 2025.

RESIGNATION/ CESSATION

In accordance with the provisions of Section 149(10) & (11) of Companies Act, 2013, on completion of tenure, Mr. Ajit Yadav
ceased to hold the position of the independent director on the board of the company W.e.f 23^rd May, 2024 and
Mrs. Anupam Gupta will cease to be the independent women director on the board of the company with effect from 12^th
November, 2025.

Ms. Reetika Pant, Company Secretary of the company has relinquished her position.

KEY MANAGERIAL PERSONNEL (KMPs)

Mr. Aditya Jindal Chairman cum Managing Director, Mr. Sanjiivv Jindall Whole Time Director - Strategy, Mr. Ravinder Hooda
Chief Financial Officer and Mrs. Reetika Pant Company Secretary (upto 23^rd May 2025) and Ms. Sandhya Kumari w.e.f 23^rd May
2025 are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014.

AUDIT COMMITTEE

The Audit Committee was constituted in conformity with the requirements of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committee comprises of
five directors including one promoter and four independent directors.

The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance
Report forms part of the Annual Report.

The composition of committer is as under:

The Audit committee assists the board in its responsibility for overseeing the quality and integrity of the accounting, auditing
and reporting practices of the company and its compliance with the legal and regulatory requirements. The committee's
purpose is to oversee the accounting and financial reporting process of the company, the audit of the company's financial
statements, the appointment, independence and performance of internal auditors and the company's risk management
policies.

The company has combined the audit committee with the risk management committee in its meeting held on 25^th June, 2020.

*On completion of tenure, Mrs. Anupam Gupta will cease to be the Independent Women Director on the Board of Company
with effect from 12^th November, 2025.

Disclosure Pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013

In terms of Clause (X) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, it is hereby stated that the Company
has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2024-25, the Company
has not received any complaints under the said Act.

For details pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, please
refer Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR

Your Company has organized familiarization programme for the independent directors as per the requirement of the
Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The detail of such familiarization programme is also uploaded on the website of the company at www.machino.com.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the Stock
Exchange for the financial year 2025-26.

CORPORATE GOVERNANCE

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability
thereby upholding the important dictum that an organization's corporate governance philosophy is directly linked to high
performance.

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated
under the Listing Regulations. A separate section on corporate governance under the Listing Regulations, along with a
certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

DEPOSITS

Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed
Management Discussion and Analysis Report are presented in a separate section forming part of the annual report.

DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the
financial year 2024-25.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-V and forms part of
the report

DISCLOSURES PERTAINING TO MATERNITY BENEFIT ACT, 1961

The company is giving maternity benefits to its eligible female employees / workers in accordance to Maternity Benefits Act,
1961

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

The members of the Company are informed that the dividends that remain unpaid/unclaimed for a period of seven (7) years
from the date of transfer to the Unpaid / Unclaimed dividend account are required to be transferred to the account of the
Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, during the financial year under review, the Company transferred Unclaimed dividend amounting to Rs. 5,02,994/-
lying with the Company for a period of seven years pertaining to the financial year ended on 31^st March 2017. The members

of the Company are also informed that as per the provisions introduced, In the year 2017, underlying equity shares on which
dividend remain Unpaid/Unclaimed for a period of seven (7) consecutive years are required to be transferred to the Investor
Education & Protection Fund (IEPF) Authority established by the Central Government.

Pursuant to the section 124(6) of the Companies Act, 2013, your company has transferred 7324 shares to Investor Education
and Protection Fund Authority.

Dividend for the financial year ended March 31,2018 and thereafter, which remain unpaid or unclaimed for a period of seven
years from the date they became due for payment will be transferred by company to Investor Education & Protection Fund.

ENVIRONMENT

The Company is not involved in any type of hazardous activity to environment and does not discharge any trade effluents
(solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has
implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The Company has also
achieved ISO 18001-OHSAS certification for occupational health and safety.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135(1) of Companies Act 2013 i.e. relating to Corporate Social Responsibility activities are applicable
to the Company this year. During the financial year, your Company has contributed towards Promoting Education & Enhancing
Vocational Skills.

The brief outline of Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in Annexure-VIII of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended till date to be referred as
Annual Report on CSR Activities.

The company needs to spend ? 2.60 lakhs which is 2% of its net average profits for three preceding financial years. During the
financial year 2024-25, Your Company has spent an amount of ? 3.14 lakhs towards CSR Activities. Excess amount spent is ?0.54
lakhs. There is no amount which is lying unspent in respect of the financial year under review.

CSR Policy

The CSR Policy including a brief overview of the projects or programmes undertaken can be accessed at the Company's website
at https://machino.com/policies/

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value
system. The SEBI Listing Regulations mandated the formulation of certain policies for the listed companies. All our corporate
governance policies are available on website of the Company i.e. www.machino.com.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti
Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company's
bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication
of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the
Company.

For and on Behalf of the Board
Machino Plastics Limited

Sd/-

Aditya Jindal

Date : 23^rd May, 2025 Chairman cum Managing Director

Place : Gurugram DIN: 01717507