of new services into their portfolio and capitalizing on the

opportunities provided by the industry and the market.

3. Significant events during the financial year

a. Appointment of Mrs. Vaishali Tarsariya (DIN:
10435220) as Independent Director: Mrs. Vaishali
Tarsariya has been appointed as the Independent
Director of the Company with effect from 8th April,
2025.

b. Appointment of Mr. Anil Nikam as Chief Executive
Officer and Key Managerial Personnel: Mr. Anil
Nikam has been appointed as CEO & KMP of the
Company with effect from 3rd June, 2025.

c. Migration to Mainboard of BSE: The Company
applied to BSE Limited for migration of trading its
shares from SME platform to Mainboard platform.
Shares of the Company were migrated to Mainboard
platform with effect from 12th June, 2025 vide BSE''s
approval.

d. Receipt of approval of National Stock Exchange of
India Limited for listing and trading of shares of the
Company: The Board of Directors of the Company at
its meeting held on 1st August, 2025 had approved
listing of its equity shares on NSE. The Company
received approval from National Stock Exchange
of India Limited ("NSE") for admission of securities
of the Company on the Mainboard platform of NSE
effective from 14th October, 2025.

e. Conversion of warrants into equity shares:

Pursuant to the approval of the Board of Directors
of the Company, 1,99,200 convertible warrants have
been converted into equity shares of face value Rs.
10 each at a conversion price of Rs. 165 per equity
share (one equity share for each warrant), upon
receipt of the full subscription amount, as prescribed
under Regulation 169 of the SEBI ICDR Regulations.
The equity shares have been allotted to the Non¬
Promoter of the Company.

f. Resignation of Mr. Pranav Chaware, as Company
Secretary & Compliance Officer and Key
Managerial Personnel of the Company: Mr. Pranav
Chaware resigned from the post of Company
Secretary & Compliance Officer and KMP of the
Company with effect from 31st January 2026.

g. Board of Directors'' approval to a scheme of
amalgamation of Markolines Infra Limited
with the Company: Board of Directors of the
Company considered and approved a scheme of
amalgamation of Markolines Infra Limited into and
with the Company and their respective shareholders
and creditors under Section 230 and 232 of the
Companies Act, 2013, the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016.

4. Material changes between the period from the
end of the financial year to the date of the Report
of the Board

a. Appointment of Mr. Aniruddha Hublikar as
Company Secretary: Mr. Aniruddha Hublikar has
been appointed as the Company Secretary and
Compliance Officer of the Company with effect from
29th April 2026.

b. Trading approval to 1,62,800 equity shares: NSE

& BSE granted trading approval to 1,62,800 equity
shares which were converted pursuant to conversion
of warrants into equity shares.

c. Amalgamation of Markolines Infra Limited with
Markolines Pavement Technologies Limited:

Subsequent to the end of the financial year, the
Scheme of Amalgamation of Markolines Infra Limited
("Transferor Company") with and into Markolines
Pavement Technologies Limited ("Transferee
Company") and their respective shareholders and
creditors was further progressed. The Company
has received Observation Letters from BSE Limited
and National Stock Exchange of India Limited
("NSE") dated 17th August 2026, conveying their
"No Objection" / "No Adverse Observations" in
respect of the Scheme, subject to compliance with
the observations, conditions and requirements
stipulated therein. The Company shall proceed with
filing the Scheme with the Hon''ble National Company
Law Tribunal ("NCLT") and undertake further steps in
accordance with the applicable provisions of the
Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
other applicable laws.

5. Change in the nature of business

The Company is engaged in the business of providing
highway operations & maintenance services and
there is no change in the nature of the business of the
Company during the financial year under review.

6. Share Capital

Authorised Share Capital: The Authorised Share Capital
of the Company is Rs. 50,00,00,000/- (Rupees Fifty
Crores Only) divided into 5,00,00,000 (Five Crores)
equity shares of Rs. 10/- (Rupees Ten) each.

Issued and Paid-Up Share Capital: The Company has
paid up share capital of Rs.22,20,37,200/- (Rupees
Twenty-Two Crores Twenty Lakhs Thirty-Seven
Thousand Two Hundred Only) divided into 2,22,03,720
(Two Crores Twenty Two Lakhs Three Thousand Seven
Hundred and Twenty) equity shares of Rs. 10/- (Rupees
Ten Only) each, as on 31st March 2026.

During the year under review, the Company allotted
1,99,200 (One Lakhs Ninety-Nine Thousand Two
Hundred) equity shares of Rs.10 each to the shareholders
pursuant to conversion of their respective warrants at
equity shares, at Issue price of Rs. 165/- each.

7. Utilization of funds raised through preferential
issuance of securities

The fund of Rs. 3,28,68,000 raised by the Company
through issuance of convertible warrants, on preferential
basis during the year, have been fully utilized for the
purposes for which it was raised.

8. Transfer to reserves

Your directors do not propose to carry any amount to
any reserves, during the financial year.

9. Deposits

The Company has neither accepted nor invited any
deposits from the public during the financial year
pursuant to provisions of sections 73 and 74 of the
Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st
March, 2026.

10. Annual Return

Pursuant to the amendments to Section 134(3)(a) and
Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the
Annual Return in Form MGT-7 for the financial year ended
31st March, 2026 is available on the Company''s website
and can be accessed athttps://markolines.com/
investors/annual-reports/reports

11. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

There was no amount outstanding to be transferred to
Investor Education and Protection Fund during the FY
2025-26.

12. Corporate Governance

The Company''s shares were migrated to the Mainboard
of BSE Limited for trading effective 12th June, 2025 and
therefore the corporate governance provisions were
applicable from the said date. The Company has started
complying with the provisions of listing regulations
pertaining to corporate governance.

The Compliance certificate from the Practicing
Company Secretary regarding compliance of conditions
of corporate governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015 is annexed with the report.

13. Directors and Key Managerial Personnel

The Board received a declaration from all the directors
under Section 164 and other applicable provisions,
if any, of the Companies Act, 2013 that none of the

directors of the Company is disqualified under the
provisions of the Companies Act, 2013 ("Act") or
under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015.

The Board of Directors of the Company at present,
comprises of 6 Directors, who have wide and varied
experience in different disciplines of corporate
functioning. The present composition of the Board
consists of One Chairman & Managing Director, One
Executive Director, One Non-Executive Non-Independent
Director and Three Independent Directors.

The details of Board composition is as follows:

@ Resigned w.e.f. 1st August 2026

# Appointed as Independent Director w.e.f. 14th August 2026
The details of Key Managerial Personnel are as follows:

* Resigned w.e.f. 31st January 2026

# Appointed w.e.f. 29th April 2026

14. Number of meetings of the Board of Directors

During the financial year under review, the Board of
Directors met 25 (Twenty Five) times respectively on 8th
April 2025, 22nd April 2025, 15th May 2025, 24th May 2025,
3rd June 2025, 27th June 2025, 7th July 2025, 1st August
2025, 7th August 2025, 14th August 2025, 21st August
2025, 8th September 2025, 25th September 2025, 14th
November 2025, 15th December 2025, 24th December

2025, 7th January 2026, 30th January 2026, 10th February

2026, 14th February 2026, 27th February 2026, 5th March
2026, 6th March 2026, 12th March 2026 and 21st March
2026 in respect of which, the notices were given to the
Directors and the proceedings were recorded in the
minutes book maintained for the purpose.

15. General Meetings of the Shareholders

The 23rd Annual General Meeting for the financial year
2024-25 was held on 30th September, 2025.

The Company sought approval of its shareholders
on urgent matters by way of Postal Ballot conducted
through remote e-voting on one occasion and that the
matters included in the notice therefor were deemed to
be approved on 4th July 2025.

16. Board Committees

In compliance with the requirement of applicable laws
and as part of best governance practices, the Company
has the following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. CSR Committee

5. Committee of Independent Directors

1. Audit Committee

The composition of the Audit Committee is in conformity
with the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015. The Audit
committee comprises of:

The scope and terms of reference of the Audit Committee
is in accordance with the Act and the Listing Regulations.
During the financial year under review, 8 (Eight) meetings
of the Audit Committee were held on 17th April 2025, 22nd
April 2025, 15th May 2025, 7th August 2025, 21st August
2025, 25th September 2025, 14th November 2025 and 14th
February 2026 during which the quorum was present.
During the financial year under review, there was no
recommendation made by the Audit Committee which
was not accepted by the Board of Directors.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
Directors is constituted by the Board of Directors of
the Company in accordance with the requirements
of Section 178 of the Act and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Nomination and Remuneration Committee
(hereinafter the "NRC Committee") comprises of:

The Board has on the recommendation of the NRC framed
a policy for selection and appointment of Directors, Key
Managerial Personnel, Senior Management and their
terms and remuneration and the same is available on
the website of the Company i.e. www.markolines.com.

During the financial year under review, 2 (Two) meetings
of the NRC were held on 8th April, 2025 and 3rd June
2025 during which the quorum was present.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted
by the Board of Directors of the Company in accordance
with the requirements of Section 178 of the Act and
Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The SRC comprises of:

During the financial year under review, 1 (One) meeting
of the SRC was held on 14th February 2026 during which
the quorum was present.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is
constituted by the Board of Directors of the Company in
accordance with the requirements of Section 135 of the Act.
The CSR Committee comprises of:

During the financial year under review, 1 (One) meeting of
the CSR Committee was held on 22nd April 2025 during
which the quorum was present.

During the financial year 2025-26, the Company spent
Rs.72.96 Lakhs towards CSR activities. The Annual Report on
Corporate Social Responsibility (CSR) Activities is attached
herewith as Annexure I to this Report.

5. Committee of Independent Directors

The Committee of Independent Directors comprises of:

@ Ceased to be a member with effect from 1st August 2026
#appointed as a member w.e.f. 14th August 2026

During the financial year under review, 1 (One) meeting
of the ID Committee was held on 22nd April 2025 during
which all the independent directors were present.

17. Directors'' Responsibility Statement

Pursuant to the requirement under section 134(5) of
the Companies Act, 2013 with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the
financial year ended 31st March 2026, the applicable
accounting standards had been followed along with
proper explanation relating to material departures.

ii. The directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as of 31st March 2026 and of the profit
of the company for that period.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on
a going concern basis; and

v. The directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

vi. 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.

18. Disclosures By Directors

The Board of Directors has submitted notice of
interest in Form MBP-1 under Section 184(1) as well as
information by directors in Form DIR-8 under Section
164(2) and declarations as to compliance with the
Companies Act, 2013.

19. Disqualifications of Directors

During the financial year 2025-26, the Company has
received Form DIR-8 from all Directors as required
under the provisions of Section 164(2) of the Companies
Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014, confirming that
none of the Directors of your Company are disqualified.

20. SEBI Complaints Redressal System (SCORES)

The investor complaints are processed in a centralized
web-based complaints redressal system. The salient
features of this system are centralized database of
all complaints, online upload of Action Taken Reports

(ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its
current status. Your Company has been registered on
SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within
the statutory time limit from the receipt of the complaint.
The Company has not received any complaint on the
SCORES during financial year 2025-26.

21. Details of the Complaint Received/Solved/
Pending during the year

22. Vigil Mechanism for Directors and Employees

Your Company is committed to conducting its business
with the highest standards of integrity, transparency,
professionalism, honesty and ethical behaviour. In line
with this commitment and pursuant to the provisions of
section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and
the SEBI (Prohibition of Insider Trading) Regulations 2015,
the Board of Directors has adopted a Vigil Mechanism/
Whistle Blower Policy.

During the year under review, no complaints were received
under the Vigil Mechanism/Whistle Blower Policy.

23. Statutory Auditors and Audit Report

M/s. Jay Gupta & Associates, Chartered Accountants, as
eligible, were reappointed as Statutory Auditors of the
Company for second term of Five years commencing
from conclusion of the 23th Annual General Meeting till
the conclusion of the 28th AGM to be held in financial year
2029-30.

Statutory Auditor''s comments on the Annual Financial
Statements of the Company for the year ended 31st
March, 2026 are self-explanatory and do not require any
explanation as per provisions of Section 134(3)(f) of the
Companies Act, 2013.

There were no qualifications, reservations or adverse
remarks or disclaimer made by the Statutory Auditor in
their reports on the Annual Financial Statement of the
company for the year under review.

24. Details of Fraud reported by the Auditor

As per auditor''s report, no fraud under section 143(12) of
the Companies Act, 2013 has been reported by the Auditor.

25. Board''s Comment on Auditor''s Report

The observations of the Statutory Auditors, when read
together with the relevant notes to accounts and other
accounting policies are self-explanatory and do not call
for any further comment.

26. Secretarial Audit

The Board had appointed M/s. DSM & Associates, Company
Secretaries, to carry out Secretarial Audit of the Company
under the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, for the financial year
2025-26. The Report of the Secretarial Auditor for the
Financial Year 2025-26 is annexed to this report.

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit
Report which call for explanation.

27. Appointment of Internal Auditor

Pursuant to per Section 138 of the Companies Act, 2013, the
Company has appointed M/s R. G. Mundada & Company,
Chartered Accountant, Pune, as the Internal Auditor of the
Company, for the financial year 2025-26.

28. Subsidiary/Associate/Joint Venture Company

The Company has no subsidiary Company and hence
comments. However, the Company has two associated
entities and their details are as provided below:
Highlights of Performance of Associate / Joint Venture
Entities

During the financial year under review, the Company had
interests in the following associate/joint venture entities:

1. Markolines-Evrascon JV; and

2. Unique UHPC-Markolines LLP.

The financial performance of these entities has been
considered in the Consolidated Financial Statements of
the Company in accordance with the applicable Indian
Accounting Standards.

As reflected in the financial statements and Form
AOC-1 annexed to this Report, the amount of profit/
(loss) considered in consolidation in respect of
Markolines-Evrascon JV was Rs.(38.82) Lakhs, whereas
the corresponding amount in respect of Unique UHPC-
Markolines LLP was Rs. 278.55 Lakhs.

Accordingly, these entities contributed to the consolidated
financial performance of the Company during the year
under review. The detailed particulars relating to the
investment, holding, financial position and profit/(loss)
considered in consolidation are set out in Form AOC-1
annexed to this Report.

There was no subsidiary company of the Company as at
31st March 2026.

Form AOC - 1

(Pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial
statement of subsidiaries / associate companies / joint
ventures

Part A: Subsidiaries

(information in respect of each subsidiary to be presented with
amount in Rs.)

Notes: The following information shall be furnished at the end
of Part A:

1. Names of subsidiaries which are yet to commence
operations: NIL

2. Names of subsidiaries which have been liquidated or sold
during the year: NIL

29. Compliance with Applicable Secretarial
Standards

The Company has ensured compliance with the
mandated Secretarial Standard I and II issued by the
Institute of Company Secretaries of India with respect to
Board Meetings and General Meetings respectively and
approved by the Central Government under section 118
(10) of the Companies Act, 2013.

30. Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 read with
Schedule V of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, Management Disclosure
and Analysis Report is attached herein in the Annual
Report.

31. Declaration By Independent Directors

The Company had received a declaration from all the
Independent Director of the Company confirming that
they meet the criteria of independence as prescribed

under Section 149(6) of the Companies Act, 2013 and
that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence. In the opinion of the Board, they fulfil
the conditions of independence as specified in the Act
and the Listing regulations and are independent of the
management.

32. Independent Directors'' Meeting

The Independent Directors met during the financial year
without the attendance of Non-Independent Directors
and members of the Management. The Independent
Directors reviewed the performance of non-independent
directors and the Board as a whole, the performance of
the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity, and timeliness of the
flow of information between the Company Management
and the Board that is necessary for the Board to effectively
and reasonably perform the duties

33. Evaluation of Board, Its Committee and
Individual Directors

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provision of the Act and SEBI Listing
Regulations.

The Performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning etc.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note
on Board Evaluation issued by the Securities and Exchange
Board of India on 5th January, 2017.

In a separate meeting of independent directors, the
performance of non- independent directors, the Board as a
whole, and the chairman of the company were evaluated,
taking into account the views of executive directors and
non- executive directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution, and inputs in
meetings etc.

The Performance evaluation criteria for independent
directors are determined by the Nomination and
Remuneration Committee. An indicative list of factors on
which evaluation was carried out include participation
and contribution by a director, commitment, effective
development of knowledge and expertise, integrity and
maintenance of confidentiality and independence of
behaviour and judgment.

The Information pursuant to Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, relating
to median employee''s remuneration for the financial year
under review is as below:

The percentage increase in remuneration of each Director,
Chief Financial Officer and Company Secretary of the
Company and ratio of the remuneration of each director
to the median remuneration of the employees of the
Company for the financial year 2025-26:

1. The percentage increase in the median remuneration
of employees in the financial year: 12.69%

2. The number of permanent employees on the rolls of
the Company as on 31st March, 2026: 279 employees.

3. Average percentiles increase already made in the
salaries of employees other than the managerial
Personnel in the last financial year and its comparison
- 8%

4. It is affirmed that the remuneration paid to Directors,
Key Managerial Personnel and other Employees is as
per the Remuneration Policy of the Company.

34. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
required under the Companies (Accounts) Rules, 2014 for
the year ended 31st March, 2026.

A. Conservation of Energy

To reduce the energy conservation from Lighting,
replacement of Conventional GLS lamps, FTLs and CFLs with
efficient LED lighting and replacement of Street/ outdoor
lighting HPSV/ Halogen/ FTL fixtures with LED lighting fixtures
were undertaken at offices and sites locations of the
Company.

In addition to the above company continues to take the
following measures:

1. Improved monitoring of energy consumption
through smart metering and integration with building
management systems.

36. Significant and material orders passed by
the regulators or courts or tribunals impact the
going concern status and Company''s operations
in the future

During the year under review, there have been no such
significant and material orders passed by the regulators
or courts, or tribunals impacting the going concern status
and Company''s operations in the future. Further, the
Company did not make any application or there are no
proceedings pending under Insolvency and Bankruptcy
Code, 2016.

37. Details of fines / penalties / punishment /
award / compounding fees / settlement amount
paid in proceedings (by the entity or by directors /
KMPs) with regulators/ law enforcement agencies
/ judicial institutions, in the financial year

The Company had filed applications under section 441 of
the Companies Act, 2013 for Compounding of Offences
under sections 96, 185 and 186 of the Companies Act,
2013 and Rules made thereunder, in the year 2021. The
applications are under consideration before Registrar of
Companies, Mumbai/Regional Director.

38. Company''s policy on Directors'' appointment
and remuneration including criteria for
determining qualifications, positive attributes,
independence of a director and other matters
provided under sub-section (3) of section 178
The Company being a Public Limited Company as on
31st March, 2026, has constituted a Nomination and
Remuneration Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013.

39. Particulars of loans, guarantees or investments
under section 186

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act,
2013, are given in the notes to the financial statements.
(Refer Note 8 and Note 34 of financial statements).

40. Particulars of Employee

None of the employee has received remuneration
exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

41. Risk Management

The Company management with guidance from its
Board, continuously monitors and analyses the industry
and the market it operates in for potential risks. On
identification of any possible risk, the Audit Committee
in consultation with the Board, systematically addresses
and assesses the impact and formulate suitable
strategy and necessary action plan mitigate or minimise
such risks efficiently.

42. Internal Controls Systems and their Adequacy

The Company has in place adequate internal financial
controls with reference to its financial statements,
commensurate with the size, scale and complexity of its
operations.

The internal financial control systems comprise policies,
procedures and control mechanisms designed to
provide reasonable assurance regarding the reliability
of financial reporting, accuracy and completeness of
accounting records, safeguarding of assets, prevention
and detection of frauds and errors, and compliance with
applicable laws and regulations.

During the year under review, the internal financial
controls with reference to the financial statements
were reviewed and monitored through the Company''s
internal audit and other control mechanisms. Based on
the assessment carried out by the management and
the Audit Committee, the Company believes that the
internal financial controls with reference to the financial
statements were adequate and operating effectively as
at 31st March 2026.

43. Material Changes and Commitments

No Material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which this financial
statement relates and the date of this report.

44. Cost Audit

The provision of Cost Audit as per section 148 of the
Companies Act, 2013 is not applicable to the Company.

45. Disclosure as required under Section 22 of
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013

The Company has complied with the applicable
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules made thereunder. The Company
has constituted an Internal Complaints Committee in

accordance with the applicable provisions of the said
Act.

The Company has adopted a policy for prevention,
prohibition and redressal of sexual harassment at the
workplace and is committed to providing a safe and
respectful working environment to its employees.

The details of complaints relating to sexual harassment
during the financial year 2025-26 are as follows:

a. No. of Complaints received : NIL

b. No. of Complaints disposed : NIL

c. No. of cases pending for more than ninety days: NIL

46. Compliance with Maternity Benefit Act, 1961

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts)
Rules, 2014, as amended, the Company confirms that
it has complied with the applicable provisions of the
Maternity Benefit Act, 1961, during the financial year
2025-26.

The Company is committed to providing eligible women
employees with maternity benefits and other statutory
entitlements in accordance with the applicable
provisions of the said Act.

48. One-Time Settlement with Banks / Financial
Institutions

During the financial year under review, there was no
one-time settlement of loans with any Bank or Financial
Institution. Accordingly, the requirement to disclose
the difference between the amount of valuation done
at the time of one-time settlement and the valuation
done while taking the loan from the Banks or Financial
Institutions, together with the reasons for such difference,
is not applicable.

49. Other Information

During the financial year under review, there was no
instance of one-time settlement with any Bank or
Financial Institution.

50. Acknowledgment

The Board of Directors wishes to express its gratitude
and record its sincere appreciation of the dedicated
efforts by all the employees of the Company towards
the Company. Directors take this opportunity to
express their gratitude for the valuable assistance and
cooperation extended by Banks, Vendors, Customers,
Advisors, and other business partners. Directors are
thankful to the esteemed stakeholders for their support
and confidence reposed in the Company.

For and on behalf of the Board of
Markolines Pavement Technologies Limited

Sd/-
Sanjay Patil

Chairman & Managing Director
DIN: 00229052
Date: August 27, 2026
Place: Navi Mumbai

Your Directors are confident and committed to
improving the profitability of the Company in the coming
year. The Directors are mainly aiming to achieve this
by the provision of quality services, wide spreading its
services, the addition of new services into their portfolio
and capitalizing on the opportunities provided by the
industry and the market.

3. Significant events during the financial year

a. Allotment of securities on preferential basis:

During the year under review, the Company raised
Rs.47,80,05,000 by allotment of 28,97,000 equity
shares at issue price of Rs. 165/- per share to the
shareholders on preferential basis and Rs.6,47,79,000
by allotment of 15,70,400 convertible warrants at
issue price of Rs. 165/- per share on preferential
basis.

b. Resignation by Mr. Vijay Thakkar, Company

Secretary & Compliance Officer and Key

Managerial Personnel of the Company: Mr. Vijay
Thakkar resigned from the post of Company
Secretary & Compliance Officer and KMP of the
Company with effect from 30th September, 2024.

c. Appointment of Mr. Pranav Chaware, as Company

Secretary & Compliance Officer and Key

Managerial Personnel of the Company: Mr. Pranav
Chaware was appointed as Company Secretary &
Compliance Officer and KMP of the Company with
effect from 1st October, 2024.

d. Resignation of Mr. Karan Bora (DIN: 08244316),
Executive Director of the Company: Mr. Karan Bora
resigned from the position of Executive Director of
the Company with effect from 7th January, 2025.

e. Appointment of Mr. Praveen Panchal (DIN:
10895449) as Executive Director: Mr. Praveen
Panchal was appointed as the Executive Director of
the Company with effect from 7th January, 2025.

f. Increase in authorized share capital of the
Company: The Board of Directors and the
Shareholders of the Company approved increase in
the Authorized Share Capital from Rs. 27,00,00,000/-
divided into 2,70,00,000 equity shares having face
value of Rs. 10/- each to Rs. 50,00,00,000/- divided
into 5,00,00,000 equity shares having face value
of Rs. 10/- each, by creating additional 2,30,00,000
equity shares of Rs. 10/- each ranking pari passu
with the existing equity shares of the Company
and also approved the alteration of Memorandum
of Association of the Company to substitute the
existing Capital Clause V with the new Clause V.

4. Material changes between the period from
the end of the financial year to the date of the
Report of the Board

a. Appointment of Mrs. Vaishali Tarsariya (DIN:
10435220) as Independent Director: Mrs. Vaishali
Tarsariya was appointed as the Independent
Director of the Company with effect from 8th April,
2025.

b. Scheme of merger with Markolines Infra Limited:

The Board of Directors of the Company ("Transferee
Company") at its meeting held on 22nd April, 2025
approved a scheme of amalgamation of Markolines
Infra Limited ("Transferor Company") into and with
the Company and their respective shareholders
and creditors under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013,
the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 and other rules and
regulations framed thereunder.

c. Appointment of Mr. Anil Nikam as Chief Executive
Officer and Key Managerial Personnel: Mr. Anil
Nikam was appointed as CEO & KMP of the Company
with effect from 3rd June, 2025.

d. Migration to Mainboard of BSE: During the financial
year, the Company applied to BSE Limited for
migration of trading its shares from SME platform to
Mainboard platform. After end of the financial year
under review, shares of the Company were migrated
to Mainboard platform with effect from 12th June,

2025 vide BSE''s approval.

e. Listing of shares of the Company on National Stock
Exchange of India Limited: The Board of Directors of
the Company at its meeting held on 1st August, 2025
has approved listing of its equity shares on NSE.

5. Change in the nature of business

The Company is engaged in the business of providing
highway operations & maintenance services and
there is no change in the nature of the business of the
Company during the financial year under review.

6. Dividend

Your Directors are pleased to recommend final dividend
on equity shares @ 15% i.e. Rs.1.5/- (Rupee One and Fifty
Paise Only) per share of the face value of Rs.10/- each,
for the Financial Year ended 31st March, 2025, which is
payable on obtaining the Shareholders'' approval at the
23rd Annual General Meeting. The dividend, if approved,
will be paid within a period of 30 days from the date of
AGM. The record date for the said purpose will be 19th
September, 2025.

7. Share Capital

Authorised Share Capital: The Authorised Share Capital
of the is Rs.50,00,00,000/- (Rupees Fifty Crores Only)
divided into 5,00,00,000 (Five Crores) equity shares
of Rs. 10/- (Rupees Ten) each. The authorized share
capital was increased from Rs. 27,00,00,000 pursuant to
amendment to the Capital Clause of the Memorandum
of Association of the Company in the month of March
2025.

Issued and Paid-Up Share Capital: The Company has
paid up share capital of Rs.22,00,45,200/- (Rupees
Twenty-Two Crores Forty-Five Thousand Two Hundred
Only) divided into 2,20,04,520 (Two Crore Twenty Lacs
Four Thousand Five Hundred Twenty) equity shares of
Rs. 10/- (Rupees Ten Only) each, as on 31st March 2025.

During the year under review, the Company allotted
28,97,000 (Twenty-Eight Lacs Ninety-Seven Thousand)
equity shares of Rs.10 each and 15,70,400 (Fifteen Lacs
Seventy Thousand Four Hundred) convertible warrants
of Rs.10 each to the shareholders on preferential basis,
at Issue price of Rs. 165/- each.

8. Utilization of funds raised through
preferential issuance of securities

The fund of Rs.47,80,05,000 raised by the Company
through issuance of equity shares and Rs.6,47,79,000
raised by the Company through issuance of convertible
warrants, on preferential basis during the year, have
been fully utilized for the purposes for which it was
raised, as mentioned in the Notice of Extra-ordinary
General Meeting.

9. Transfer to reserves

Your Directors do not propose to carry any amount to
any reserves, during the financial year.

10. Deposits

The Company has neither accepted nor invited any
deposits from the public during the financial year
pursuant to provisions of sections 73 and 74 of the
Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st
March, 2025.

11. Annual Return

Pursuant to the amendments to Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 for the financial
year ended 31st March, 2025 is available on the
Company''s website and can be accessed at
https://markolines.com/investors/annual-reports/
reports

12. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

here was no amount outstanding to be transferred to
nvestor Education and Protection Fund during the FY
024-25.

13. Corporate Governance

Since shares of the Company were listed on SME platform
nf BSE Limited as on 31st March, 2025, the provisions
nf regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pertaining
o compliance with the Corporate Governance were not
pplicable for the financial year 2024-2025.

he Company''s shares were migrated to the Mainboard
nf BSE Limited for trading effective 12th June, 2025 and
herefore the corporate governance provisions were
pplicable from the said date. Therefore, the Company
will comply with the provisions of listing regulations
ertaining to corporate governance.

14. Directors and Key Managerial Personnel

rhe Board received a declaration from all the directors
jnder Section 164 and other applicable provisions, if any,
nf the Companies Act, 2013 that none of the directors of
:he Company is disqualified under the provisions of the
Companies Act, 2013 ("Act") or under the SEBI (Listing
Obligation and Disclosure Requirements) Regulations
2015.

rhe Board of Directors of the Company at present,
omprises of 6 Directors, who have wide and varied
xperience in different disciplines of corporate
unctioning. The present composition of the Board
onsists of One Chairman & Managing Director, One
Executive Director, One Non-Executive Non-Independent
irector and Three Independent Directors.

rhe details of Board composition is as follows:

The details of Key Managerial Personnel are as follows:

* Appointed w.e.f. 3rd June, 2025

@ Resigned on 30th September, 2024

# Appointed w.e.f. 1st October, 2024

15. Number of meetings of the Board of Directors

During the financial year under review, the Board of
Directors met 10 (Ten) times respectively on 30th May,
2024, 1st July, 2024, 3rd July, 2024, 20th August, 2024,
24th August, 2024, 6th September, 2024, 30th September,
2024, 14th November, 2024, 9th December, 2024, and 21st
February, 2025 in respect of which, the notices were given
to the Directors and the proceedings were recorded in
the minutes book maintained for the purpose.

16. General Meetings of the Shareholders

During the financial year under review, 1 Extra-ordinary
General Meeting of the shareholders of the Company
was held on 25th July, 2024.

The 22nd Annual General Meeting for the financial
year 2023-24 was held on 30th September, 2024.

The Company sought approval of its shareholders
on urgent matters by way of Postal Ballot conducted
through remote e-voting on one occasion and that the
matters included in the notice therefor were deemed
to be approved on 23rd March, 2025.

17. Board Committees

In compliance with the requirement of applicable laws
and as part of best governance practices, the Company
has the following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. CSR Committee

5. Committee of Independent Directors

1. Audit Committee

The composition of the Audit Committee is in conformity
with the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015. The Audit
committee comprises of:

* Inducted as Committee Chairman upon reconstitution of Committee
on 8th April, 2025

@ Ceased to be Chairman upon reconstitution of Committee on
27th June, 2025

# Inducted as Committee Member upon her appointment as
Independent Director w.e.f. 8th April, 2025

The scope and terms of reference of the Audit Committee
is in accordance with the Act and the Listing Regulations.
During the financial year under review, 5 (Five) meetings
of the Audit Committee were held on 30th May, 2024, 20th
August, 2024, 6th September, 2024, 14th November, 2024
and 21st February, 2025 during which the quorum was
present.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
Directors is constituted by the Board of Directors of the
Company in accordance with the requirements of Section
178 of the Act and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee

(hereinafter the "NRC Committee") comprises of_:

ent Director

* Inducted as Committee Chairman upon reconstitution of Committee
on 8th April, 2025

@ Ceased to be Chairman upon reconstitution of Committee on 27th
June, 2025

# Inducted as Committee Member upon her appointment as
Independent Director w.e.f. 8th April, 2025

The The Board has on the recommendation of the NRC
framed a policy for selection and appointment of Directors,
Key Managerial Personnel, Senior Management and their
terms and remuneration and the same is available on the
website of the Company i.e. www.markolines.com.

During the financial year under review, 2 (Two) meetings
of the NRC were held on 6th September, 2024 and 7th
January, 2025 during which the quorum was present.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted
by the Board of Directors of the Company in accordance

with the requirements of Section 178 of the Act and
Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The SRC comprises of:

* Inducted as Committee Chairman upon reconstitution of Committee
on 8th April, 2025

@ Ceased to be Chairman upon reconstitution of Committee on 27th
June, 2025

# Inducted as Committee Member upon her appointment as
Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting of
the SRC was held on 14th November, 2024 during which the
quorum was present.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is
constituted by the Board of Directors of the Company in
accordance with the requirements of Section 135 of the
Act. The SRC comprises of:

Committee Member Role Category of Director

Mr. Akash Phatak@ Chairman Independent Director

Mrs. Anjali Sapkal* Chairperson Independent Director

Chairman &

Mr. Saniay Patil Member

Managing Director

Mrs. Vaishali

Member Independent Director

Tarsariya#
on 8th April, 2025

@ Ceased to be Chairman upon reconstitution of Committee on 27th
June, 2025

# Inducted as Committee Member upon her appointment as
Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting ol
the SRC was held on 6th September, 2024 during which the
quorum was present.

During the financial year 2024-25, the Company spent
Rs.42.26 Lakhs towards CSR activities. The Annual Report on
Corporate Social Responsibility (CSR) Activities is attached
herewith as Annexure II to this Report.

5. Committee of Independent Directors

The Committee of Independent Directors comprises of:

* Inducted as Committee Chairman upon reconstitution of Committee
on 8th April, 2025

@ Ceased to be Chairman upon reconstitution of Committee on 27th
June, 2025

# Inducted as Committee Member upon her appointment as
Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting
of the ID Committee was held on 30th May, 2024 during
which all the independent directors were present.

18. Directors'' Responsibility Statement

Pursuant to the requirement under section 134(5) of
the Companies Act, 2013 with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the
financial year ended 31st March 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures.

ii. The directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as of 31st March 2025 and of the profit
of the company for that period.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on
a going concern basis; and

v. The directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

vi. 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.

19. Disclosures By Directors

The Board of Directors has submitted notice of interest in
Form MBP-1 under Section 184(1) as well as information
by directors in Form DIR-8 under Section 164(2) and
declarations as to compliance with the Companies Act,
2013.

20. Disqualifications of Directors

During the financial year 2024-25, the Company has
received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013
read with Companies (Appointment and Qualification of
Directors) Rules, 2014, confirming that none of the Directors
of your Company are disqualified.

21. SEBI Complaints Redressal System (SCORES)

The investor complaints are processed in a centralized
web-based complaints redressal system. The salient
features of this system are centralized database of
all complaints, online upload of Action Taken Reports
(ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its
current status. Your Company has been registered on
SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within
the statutory time limit from the receipt of the complaint.
The Company has not received any complaint on the
SCORES during financial year 2024-25.

22. Details of the Complaint Received/Solved/

Danrlinn Hi irinn tho \/nnr

23. Statutory Auditors and Audit Report

As members must be aware that pursuant to provisions
of section 139 of the Companies Act, 2013, M/s. Jay Gupta
& Associates, Chartered Accountants, was appointed as
Statutory Auditors of the Company for first tenure of Five
years commencing from conclusion of the 18th Annual
General Meeting till the conclusion of 23rd AGM.

Since the current tenure of the Statutory Auditor will end
at this AGM and since they are eligible to be appointed
as auditor for second tenure, they are proposed to be re¬
appointed as the auditor of the Company in this AGM from
its conclusion till conclusion of 28th AGM till the financial
year 2029-30. M/s. Jay Gupta & Associates have conveyed
their eligibility to be re-appointed as the auditor.

Statutory Auditor''s comments on the Annual Financial
Statements of the Company for the year ended 31st
March, 2025 are self-explanatory and do not require any
explanation as per provisions of Section 134(3)(f) of the
Companies Act, 2013.

There were no qualifications, reservations or adverse
remarks or disclaimer made by the Statutory Auditor in
their reports on the Annual Financial Statement of the
company for the year under review.

24. Details of Fraud reported by the Auditor

As per auditor''s report, no fraud under section 143(12) of
the Companies Act, 2013 has been reported by the Auditor.

25. Board''s Comment on Auditor''s Report

The observations of the Statutory Auditors, when read
together with the relevant notes to accounts and other
accounting policies are self-explanatory and do not call
for any further comment.

26. Secretarial Audit

The Board had appointed M/s. DSM & Associates,
Company Secretaries, to carry out Secretarial Audit of
the Company under the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
for the financial year 2024-25. The Report of the Secretarial
Auditor for the Financial Year 2024-25 is annexed to this
report as Annexure-I.

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.
There are no adverse observations in the Secretarial Audit
Report which call for explanation.

27. Appointment of Internal Auditor

Pursuant to per Section 138 of the Companies Act, 2013, the
Company has appointed M/s R. G. Mundada & Company,
Chartered Accountant, Pune, as the Internal Auditor of the
Company, for the financial year 2024-25.

28. Subsidiary Company

The Company has no subsidiary Company and hence
comments and information as required under section 129
of the Companies Act, 2013 is not required to be attached
herewith.

29. Compliance with Applicable Secretarial
Standards

The Company has ensured compliance with the
mandated Secretarial Standard I and II issued by the
Institute of Company Secretaries of India with respect to
Board Meetings and General Meetings respectively and
approved by the Central Government under section 118
(10) of the Companies Act, 2013.

30. Management discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 read with
Schedule V of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, Management Disclosure
and Analysis Report is attached herein in the Annual
Report.

31. Declaration By Independent Directors

The Company had received a declaration from all the
Independent Director of the Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and
that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence. In the opinion of the Board, they fulfil
the conditions of independence as specified in the Act
and the Listing regulations and are independent of the
management.

32. Independent Directors'' Meeting

The Independent Directors met during the financial year
without the attendance of Non-Independent Directors
and members of the Management. The Independent
Directors reviewed the performance of non-independent
directors and the Board as a whole, the performance of
the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity, and timeliness of the
flow of information between the Company Management
and the Board that is necessary for the Board to effectively
and reasonably perform the duties.

33. Evaluation of Board, Its Committee, and
Individual Directors

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provision of the Act and SEBI
Listing Regulations.

The Performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning etc.

The performance of the committees was evaluated
by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline
Note on Board Evaluation issued by the Securities and
Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the
performance of non- independent directors, the Board as a
whole, and the chairman of the company were evaluated,
taking into account the views of executive directors and
non- executive directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution, and inputs in
meetings etc.

The Performance evaluation criteria for independent
directors are determined by the Nomination and
Remuneration Committee. An indicative list of factors on
which evaluation was carried out include participation
and contribution by a director, commitment, effective
development of knowledge and expertise, integrity and
maintenance of confidentiality and independence of
behaviour and judgment.

34. The Information pursuant to Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to median
employee''s remuneration for the financial year
under review is as below:

1. The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary of the Company and ratio of the
remuneration of each director to the median
remuneration of the employees of the Company for
the financial year 2024-25:

2. The percentage increase in the median remuneration
of employees in the financial year: -3.39%

3. The number of permanent employees on the rolls of
the Company as on 31st March, 2025: 292 employees.

4. Average percentiles increase already made in the
salaries of employees other than the managerial
Personnel in the last financial year and its comparison
- 0.4%

5. It is affirmed that the remuneration paid to Directors,
Key Managerial Personnel and other Employees is as
per the Remuneration Policy of the Company.

35. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
required under the Companies (Accounts) Rules, 2014 for
the year ended 31st March, 2025.

A. Conservation of Energy

To reduce the energy conservation from Lighting,
replacement of Conventional GLS lamps, FTLs and CFLs
with efficient LED lighting and replacement of Street/
outdoor lighting HPSV/ Halogen/ FTL fixtures with LED
lighting fixtures were undertaken at offices and sites
locations of the Company.

In addition to the above company continues to take the
following measures:

1. Improved monitoring of energy consumption
through smart metering and integration with building
management systems.

2. Creating awareness among employees to conserve
energy and follow protocols while leaving the
workplace.

3. The company being an energy efficiency initiative
takes special care in the procurement of equipment,
the focus is on energy-efficient systems for a greener
future.

B. Technology Absorption

With the advent of new technology in infrastructure, the
IT Systems, Servers, and software used by the Company
are installed as per international standards. The major
technological base includes the following:

1. Installation of contemporary IT Hardware and
Infrastructure including Domain Servers, Database
servers, Web Servers, Internet Security Consoles, SQL
Server Management Studio, etc.

2. The Company is implementing the new ERP System
which will bring improved MIS, help to improve cost
efficiency, advanced data management, precise
analysis, and forecasting and also will provide data
security.

3. The use of Internet-based communication
and advanced technology has reduced paper
communication wherever possible and has resulted
in a quicker and more transparent information¬
sharing system.

4. The benefits derived from Technology absorption are

higher efficiency, better reliability, and availability,
reduced maintenance environment-friendly

atmosphere, and a reduction in printing cost.

5. The Company continues to use the latest technologies
for improving the quality of its services.

6. The Company''s operations do not require the
significant import of technology.

36. Related Party Transactions

During the financial year under review the Company has
entered into related party transactions and the details
as per provisions of section 134(3) (h) of the Companies
Act, 2013 read with provisions of rule 8 of the Companies
(Accounts) Rules, 2014, are as follows:

37. Significant and material orders passed by
the regulators or courts or tribunals impact the
going concern status and Company''s operations
in the future

During the year under review, there have been no such
significant and material orders passed by the regulators
or courts, or tribunals impacting the going concern status
and Company''s operations in the future. The Company
did not make any application or there are no proceedings
pending under Insolvency Bankruptcy Code, 2016.

38. Details of fines / penalties / punishment /
award / compounding fees / settlement amount
paid in proceedings (by the entity or by directors
/ KMPs) with regulators/ law enforcement
agencies / judicial institutions, in the financial
year

The Company had filed applications under section 441 of
the Companies Act, 2013 for Compounding of Offences
under sections 96, 185 and 186 of the Companies Act,
2013 and Rules made thereunder, in the year 2021. The
applications are under consideration before Registrar of
Companies, Mumbai/Regional Director.

39. Company''s policy on Directors'' appointment
and remuneration including criteria for
determining qualifications, positive attributes,
independence of a director and other matters
provided under sub-section (3) of section 178

The Company being a Public Limited Company as on
31st March, 2025, has constituted a Nomination and
Remuneration Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013.

40. Particulars of loans, guarantees or
investments under section 186

During the year under review, the Company has
not advanced any loans/ given guarantees/ made
investments.

41. Particulars of Employee

None of the employee has received remuneration
exceeding the limit as stated in rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

42. Risk Management

The Company management with guidance from its Board,
continuously monitors and analyses the industry and the
market it operates in for potential risks. On identification of
any possible risk, the Audit Committee in consultation with
the Board, systematically addresses and assesses the
impact and formulate suitable strategy and necessary
action plan mitigate or minimise such risks efficiently.

43. Internal Controls Systems and their
Adequacy

The Company has an adequate system of internal controls
in place, commensurate with the size and nature of its
business. These controls have been designed to provide
a reasonable assurance with regard to maintaining of
proper accounting controls for ensuring reliability of
financial reporting, monitoring of operations, protecting
assets from unauthorized use or losses, compliance with
regulations.

44. Material Changes and Commitments

No Material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statement
relates and the date of this report.

45. Cost Audit

The provision of Cost Audit as per section 148 of the
Companies Act, 2013 is not applicable to the Company.

46. Disclosure as required under Section 22 of
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013

As per requirements of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has already formulated internal policy
to prevent women''s harassment at work and covered all
employees so they could directly make complaints to
the management or Board of Directors, if such situation
arises. The Management and Board of Directors together
with confirm a total number of complaints received and
resolved during the year is as follows:

a. No. of Complaints received : NIL

b. No. of Complaints disposed : NIL

47. Other Information

During the financial year under review, there was no
instance of one-time settlement with any Bank or Financial
Institution.

48. Acknowledgment

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all
the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the
valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors, and other business partners.
Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of the Board of
Markolines Pavement Technologies Limited

Sd/-

Sanjay Patil

Chairman & Managing Director
DIN: 00229052

Date: 8th September, 2025
Place: Navi Mumbai

2. Overview and Company Performance

The Company''s total turnover is of Rs.35,110.97/-Lakhs including Rs.34,729.44/- Lakhs as revenue from main operations and Rs.381.53/- Lakhs from Other Income. The Company has been able to record a profit of Rs.1,698.98/- Lakhs after payment of tax.

Your Directors are hopeful and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into their portfolio and capitalizing on the opportunities provided by the industry and the market.

3. Significant Events during the financial year:

There are no significant events during the financial year.

4. Material changes between the period from the end of the financial year to the date of the report of the Board:

There are no material changes between the periods from the end of the financial year to the date of the report of the Board, except the following:

a. Resignation of Mr. Parag Jagdale, Company Secretary and Compliance Officer of the Company:

Mr. Parag Jagdale has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 25th May, 2024.

b. Appointment of Mr. Vijay Thakkar, as Company Secretary and Compliance Officer of the Company:

Mr. Vijay Thakkar was appointed as Company Secretary and Compliance Officer of the Company with effect from 24th August, 2024.

5. Change in the nature of business

The Company is engaged in the business of providing highway operations & maintenance services and there is no change in the nature of the business of the Company during the financial year under review.

6. Dividend

Your Directors'' are pleased to recommend a final dividend of Rs.1/- (Rupee One Only) on the fully paid-up Equity Shares of Rs.10/- each of the Company, for the Financial Year ended 31st March, 2024, which is payable on obtaining the Shareholders'' approval at the 22nd Annual General Meeting. The dividend, if approved, will be paid within a period of 30 days from the date of AGM. The record date for the said purpose will be 22nd September 2024. The dividend payout amount for the current year inclusive of tax on dividends will be Rs.1910.75 Lakhs.

7. Share capital

Authorised Share Capital:

The Authorised Share Capital of the is Rs.27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid-Up Share Capital:

The Company has paid up share capital of Rs.19,10,75,000/- (Rupees Nineteen Crores Ten Lacs Seventy-Five Thousand Only) divided into 1,91,07,500 (One Crore Ninety-One Lacs Seven Thousand Five Hundred Only) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March 2024.

8. Utilization of IPO Fund

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

9. Transfer to reserves

Your Directors do not propose to carry any amount to any reserves, during the financial year.

10. Deposits

The Company has neither accepted nor invited any deposits from the public during the financial year pursuant to provisions of sections 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March 2024.

11. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2024 is available on the Company''s website and can be accessed at

https://markolines.com/investors/annual-reports/reports

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

There was no amount outstanding to be transferred to Investor Education and Protection Fund during the FY 2023-2024.

13. Corporate Governance

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023-2024.

14. Non-Applicability of the Indian Accounting Standards

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

15. Directors and Key Managerial Personnel

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies

16. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2024 and of the profit and loss of the company for that period.

(iii) The directors had 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;

^(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

17. Disclosures By Directors

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

20. Details of the Complaint Received/Solved/Pending during the year

21. Statutory Auditors and Audit Report

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s. Jay Gupta & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 18th Annual General Meeting till the conclusion of 24rd Annual General Meeting.

Statutory Auditor''s comments on the Annual Financial Statements of the Company for the year ended 31st March, 2024, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the company for the year under review.

22. Details of Fraud reported by the Auditor

As per auditor''s report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board’s Comment on Auditor’s Report

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24. Secretarial Audit

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2023-24. The Report of the Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure-I.

The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Appointment of Internal Auditor

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s R. G. Mundada & Company, Chartered Accountant, Pune, as the Internal Auditor of the Company, for the financial year 2023-2024.

26. Subsidiary Company

The Company has no subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not required to be attached herewith.

27. Compliance with Applicable Secretarial Standards

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the

Companies Act, 2013.

28. Management discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached herein in the Annual Report.

29. Declaration By Independent Directors

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

30. Independent Directors’ Meeting

The Independent Directors met during the financial year without the attendance of Non- Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the

Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties

31. Evaluation of Board, Its Committee, and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for

independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

32. Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors duly met 8 (Eight) times respectively on 1st April 2023, 20th May 2023, 26th May 2023, 5th September 2023, 9th November 2023, 14th November 2023, 16th December 2023, 5th March 2024 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Whereas there has been no Extra Ordinary General Meetings held during the financial year,

The Annual General Meeting was held on 30th September 2023.

Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has the following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee 3.Stakeholders'' Relationship Committee 4.CSR Committee

Audit Committee Meetings

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.

During the financial year ended on 31st March 2024, 4 (Four) meetings of the Audit Committee were held on 1st April 2023, 20th May 2023, 14th November 2023, and 5th March 2024 which were attended by all the members of the committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the “NRC Committee”) comprises of:

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is available on the website of the Company i.e. www.markolines.com.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

During the financial year ended on 31st March 2024, 4 (Four) meetings of the Audit Committee were held on 1st April 2023, 20th May 2023, 14th November 2023, and 5th March 2024 which were attended by all the members of the committee.

D. Corporate Social Responsibility Committee

The Company is required to constitute a Corporate Social Responsibility Committee as it falls within purview of Section 135(1) of the Companies Act, 2013. Accordingly, the Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

During the financial year 2023-24 the Company has spent Rs. 29.44/- Lakhs (Rupees Twentynine Lakhs Forty-Four Thousand only) towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure II to the Directors'' Report.

33. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employee’s remuneration for the financial year under review is as below:

1.The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

2. The percentage increase in the median remuneration of employees in the financial year: 60%

^3. The number of permanent employees on the rolls of the Company as on 31st March, 2024: 498 employees.

^4. Average percentiles increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison - NIL.

_5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

34. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024.

A. Conservation of Energy

To reduce the energy conservation from Lighting, replacement of Conventional GLS lamps, FTLs, and CFLs with efficient LED lighting and replacement of Street/ outdoor lighting HPSV/ Halogen/ FTL fixtures with LED lighting fixtures were undertaken at offices and sites locations of the Company.

In addition to the above company continues to take the following measures:

1.Improved monitoring of energy consumption through smart metering and integration with building management systems.

2. Creating awareness among employees to conserve energy and follow protocols while leaving the workplace.

3. The company being an energy efficiency initiative takes special care in the procurement of equipment, the focus is on energy-efficient systems for a greener future.

B. Technology Absorption

With the advent of new technology in

infrastructure, the IT Systems, Servers, and software used by the Company are installed as per international standards. The major technological base includes the following:

1.Installation of contemporary IT Hardware and Infrastructure including Domain Servers, Database servers, Web Servers, Internet Security Consoles, SQL Server Management Studio, etc.

2. The Company is implementing the SAP System which will bring innovative technology, help to improve cost efficiency, advanced data management, precise analysis, and forecasting, and also will provide data security.

3. The use of Internet-based communication and advanced technology has reduced paper communication wherever possible and has resulted in a quicker and more transparent information-sharing system.

4. The benefits derived from Technology absorption are higher efficiency, better reliability, and availability, reduced maintenance environment-friendly atmosphere, and a reduction in printing cost.

5. The Company continues to use the latest technologies for improving the quality of its services.

6. The Company''s operations do not require the significant import of technology.

C. Foreign Exchange Earnings and Outgo

There are no foreign exchange earnings or outgo during the financial year.

36. Significant and material orders passed by the regulators or courts or tribunals impact the going concern status and Company’s operations in the future

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and Company''s operations in the future. The Company did not make any application or there are no proceedings pending under Insolvency Bankruptcy Code, 2016.

37. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies / judicial institutions, in the financial year

The Company has filed applications under section 441 of the Companies Act, 2013 for Compounding of Offence under sections 96, 185 & 186 of the Companies Act, 2013 and Rules there under, in the year 2021. The applications are under consideration before Registrar of Companies/ Regional Director.

38. Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178

The Company being a Public Limited Company as on 31st March 2024, the Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

39. Particulars of loans, guarantees or investments under section 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

40. Particulars of Employee

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

41. Risk Management

So far there are elements of Risk, the mitigation and Reduction was being done through implementation of ISO Certification. While the risks are low, the Company plan to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization covering operational, financial, strategic and regulatory risk.

42. Internal Controls Systems and their adequacy

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

43. Material Changes and Commitments

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

44. Cost Audit

The provision of Cost Audit as per section 148 is not applicable to the Company.

45. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013

As per requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent women''s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors, if such situation arises. The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

a. No. of Complaints received : NIL

b. No. of Complaints disposed : NIL

46. Other Information

During the financial year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

47. Cautionary Statement

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

48. Acknowledgments

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors, and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Markolines Pavement Technologies Limited (Formerly known as Markolines Traffic Controls Limited)

Sanjay Patil Chairman & Managing Director DIN: 00229052

Date: 6th September, 2024 Place: Mumbai.

The Directors have great pleasure in presenting to you the 21^st Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March 2023.

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 8^th November 2002 with the Corporate Identity No. U99999MH2002PTC156371.

The financial results of the Company for the financial year have been summarized herein below for the reference of the members:

2.Overview and Company Performance:

The company''s total turnover is of Rs. 3,12,42,59,537/- including Rs. 3,11,80,02,388/- as revenue from main operations and Rs. 62,57,149/- from Other Income. The Company has been able to record a profit of Rs. 15,74,54,141/- after payment of tax.

Your Directors are hopeful and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into their portfolio and capitalizing on the opportunities provided by the industry and the market.

3. Significant Events during the financial year:

There are no significant events during the financial year, except the following:

a. Issue of Rights Issue:

As members must be aware that on January 27, 2023 the Company had open the Issue of Rights Issue of up to 29,85,550 As members must be aware that on January 27, 2023 the Company had open the Issue of Rights Issue of up to 29,85,550 Equity Shares of Face Value Of 510.00 Each ("Equity Shares" Or "Rights Equity Shares) of the Company for cash at a price of 5167 per Rights Equity share including a share premium of 5 157 per Rights Equity share aggregating up to 5 4985.87 Lakh on a Rights Basis to the eligible equity Shareholders of our Company in the ratio of 5(five) rights equity shares for every 32 (thirty two) fully paid-up equity shares which was closed on February 24, 2023. Due to the unfavorable market conditions, the said rights issue could not receive the minimum subscription of 90%, and hence your Board of Directors declared

in its meeting held on February 24, 2023, that the issue is ''Unsubscribed''. Therefore, as per Regulation 86 of SEBI ICDR Regulations, the Company have refunded the entire subscription amount received by the applicants within 4 (Four) days from the Issue Closing Date.

b. According to the consent of shareholders pursuant to section 185 of the Companies Act, 2013:

The Company has accorded the consent of the members of the Company, so as to enable the Company to advance loans or give any guarantee or provide any security in connection with the loan taken by other group companies and accordingly the enabling provision as per section 185 of the Companies Act, 2013 has been passed in the Extra Ordinary General Meeting held on 1^st December 2022.

c. Enabling Sections under sub-sections, 180(1)(a) and 180(1)(c) of the Companies Act, 2013:

Considering the necessary present business strategies and future plans, the Company has already sought approval of members under secsections6, 180(1)(a), and 180(1)(c) of the Companies Act, 2013.

4. Material changes between the period from the end of the financial year to the date of the report of the Board:

There are no material changes between the periods from the end of the financial year to the date of the report of the Board.

a.Appointment of Secretarial Auditor:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2022-23. The Report of the Secretarial Auditor for the financial year 2022-23 is annexed to this report - Annexure I.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

5. Change in the nature of business:

The Company is engaged in the business of providing highway operations & maintenance services and there is no change in the nature of the business of the Company during the financial year under review.

6. Dividend:

Your Directors'' are pleased to recommend a final dividend of 7% (i.e. Rupees Seventy Paisa) on the fully paid-up Equity Shares of Rs. 10/- each of the Company, for the Financial Year ended March 31, 2023, which is payable on obtaining the Shareholders'' approval at the 21st Annual General Meeting. The dividend, if approved, will be paid within a period of 30 days from the date of AGM. The record date for the said purpose will be 22^nd September 2023. The dividend payout amount for the current year inclusive of tax on dividends will be 5 1,33,75,264/-

7. Share capital:

Authorised Share Capital:

The Authorised Share Capital of the is Rs.27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid-Up Share Capital:

The Company has paid up share capital of Rs.19,10,75,000/- (Rupees Nineteen Crores Ten Lacs Seventy-Five Thousand Only) divided into 1,91,07,500 (One Crore Ninety One Lacs seven Thousand Five Hundred Only) equity shares of Rs. 10/-(Rupees Ten Only) each, as on 31^st March 2023.

8. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the financial year.

10. Deposits:

The Company has neither accepted nor invited any deposits from the public during the financial year pursuant to provisions of sections 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March 2023.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31^st March, 2023 is available on the Company''s website and can be accessed at https://markolines.com/investors/annual-reports/ reports

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be transferred to Investor Education and Protection Fund during the FY 2022-2023.

13. Corporate Governance:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2022-2023.

14. Non Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (e) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April 2017.

15. Directors and Key Managerial Personnel:

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, One Executive Directors, One Non-Executive Non-Independent Director and Two Independent Directors.

The details are as follows:

Board of Directors -

16. Directors'' Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to the Directors''

Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as of 31st March 2023 and of the profit and loss of the company for that period.

(iii) The directors had 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

17. Disclosures By Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors:

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

20. Details of the Complaint Received/Solved/Pending during the year:

21. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s. Gupta Agarwal & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting.

Statutory Auditor''s comments on the Annual Financial Statements of the Company for the year ended 31^st March, 2023, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the company for the year under review.

22. Details of Fraud reported by the Auditor:

As per auditor''s report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board''s Comment on Auditor''s Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24.Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2022-23. The Report of the Secretarial Auditor for the Financial Year 2022-23 is annexed to this report as Annexure-I.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s R. G. Mundada & Company, Chartered Accountant, Pune, as the Internal Auditor of the Company, for the financial year 20222023.

26. Subsidiary Company:

The Company has no subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not required to be attached herewith.

27. Compliance with Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the Companies Act, 2013.

28. Management discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached herein in this Annual Report.

29. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

30. Independent Directors'' Meeting:

The Independent Directors met during the financial year without the attendance of Non- Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

31. Evaluation of Board, Its Committee, and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration

Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

32. Number of meetings of the Board of Directors:

During the financial year under review, the Board of Directors duly met 10 times respectively on 1^st April 2022, 21^st April 2022, 30^th May 2022, 23^rd June 2022, 5^th September 2022, 14^th November 2022, 06^th December 2022, 11^th January 2023, 7^th February 2023 and 24^th February 2023 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Whereas there has been one Extra Ordinary General Meetings held during the financial year held on 27^th July 2022.

The Annual General Meeting was held on 30^th September 2022.

Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has the following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. CSR Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises of:

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.

During the financial year ended on 31st March 2023, 3 (Three) meetings of the Audit Committee were held on 21^st August 2021, 28^th August 2021, and 14^th November 2021 which were attended by all the members of the committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee") comprises of:

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is available on the website of the Company i.e. www.markolines. com.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

D. Corporate Social Responsibility Committee

The Company is required to constitute a Corporate Social Responsibility Committee as it falls within purview of Section 135(l) of the Companies Act, 2013. Accordingly, the Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

During the financial year 2022-23 the Company has spent Rs. 21,07,315/- (Rupees Twenty-One Lakhs Seven Thousand Three Hundred and Fifteen only) towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure II to the Directors'' Report.

33. The Information pursuant to Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employee''s remuneration for the financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

B. Technology Absorption

With the advent of new technology in infrastructure, the IT Systems, Servers, and software used by the Company are

installed as per international standards. The major technological base includes the following:

i. Installation of contemporary IT Hardware and Infrastructure including Domain Servers, Database servers, Web Servers, Internet Security Consoles, SQL Server Management Studio, etc.

ii. The Company is implementing the SAP System which will bring innovative technology, help to improve cost efficiency, advanced data management, precise analysis, and forecasting, and also will provide data security.

iii. The use of Internet-based communication and advanced technology has reduced paper communication wherever possible and has resulted in a quicker and more transparent information-sharing system.

iv. The benefits derived from Technology absorption are higher efficiency, better reliability, and availability, reduced maintenance environment-friendly atmosphere, and a reduction in printing cost.

v. The Company continues to use the latest technologies for improving the quality of its services.

vi. The Company''s operations do not require the significant import of technology.

C. Foreign Exchange Earnings and Outgo

There are no foreign exchange earnings or outgo during the financial year.

36. Significant and material orders passed by the regulators or courts or tribunals impact the going concern status and Company''s operations in the future:

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and Company''s operations in the future. The Company did not made any application or there are no proceedings pending under Insolvency Bankruptcy Code, 2016.

37. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies / judicial institutions, in the financial year:

The Company has filed applications under section 441 of the Companies Act, 2013 for Compounding of Offence under sections 96, 185 & 186 of the Companies Act, 2013 and Rules there under, in the year 2021. The applications are under consideration before Registrar of Companies/ Regional Director.

38. Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Company being a Public Limited Company as on 31st March 2023, the Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

39. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

40. Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

41. Risk Management:

So far there are elements of Risk, the mitigation and Reduction was being done through implementation of ISO Certification. While the risks are low, the Company plan to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization covering operational, financial, strategic and regulatory risk.

42. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

43. Material Changes and Commitments:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

44. Cost Audit:

The provision of Cost Audit as per section 148 is not applicable to the Company.

45. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013:

As per requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent women''s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors, if such situation arises. The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received : NIL

b) No. of Complaints disposed : NIL

46.Other Information:

During the financial year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

47. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

48. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors, and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of the Board of

Markolines Pavement Technologies Limited

(Formerly known as Markolines Traffic Controls Limited)

Sanjay Patil

Chairman & Managing Director DIN: 00229052

Date: 5^th September, 2023.

Place: Mumbai.

CAUTIONARY STATEMENT: Some of the statements in the report may be forward looking and are stated as required by applicable laws & regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. The Company''s Performance is dependent on several external factors such as performance of monsoons, government policy, fluctuation of prices of raw material and finished products and also their availability, and not to say the least, the pandemic situation in the country, which could adversely affect the operations of the Company.