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