Directors Report of Markolines Pavement Technologies Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting to you the 23rd Annual Report on the affairs of the Company together
with the Audited Accounts for the financial year ended on 31st March 2025.

1. Financial Results

Our Company was incorporated with the Registrar of Companies, Pune, Maharashtra, India, on 8th November 2002.
The current Corporate Identity No. of the Company is L99999MH2002PLC156371. The financial results of the Company
for the financial year 2024-25 have been summarized herein below for the reference of the members-

	Consolidated		Standalone
Particulars	As at 31st March, 2025	As at 31st March, 2024	As at 31st March, 2025	As at 31st March, 2024
Net Revenue from Operations	30,743.22	34,729.44	30,048.91	34,729.44
Other Income	536.92	381.53	622.23	413.62
Total Income	31,280.14	35,110.97	30,671.14	35,143.07
Total Expenses Excluding Interest, Depreciation & Amortization, and Taxes	26,931.36	31,551.99	26,278.97	31,551.99
Profit/(Loss) before Interest, Depreciation & Amortization, and Taxes	4,348.79	3,558.99	4,392.17	3,591.08
Less: Interest & Financial Charges	707.23	508.01	707.23	508.01
Less: Depreciation & Amortization	703.53	499.96	703.53	499.96
Profit /(Loss) Before Tax and Exceptional Items	2,938.02	2,551.02	2,981.41	2,583.11
Exceptional Item - Provision for CSR Expenses		42.26	-	42.26
Profit Before Tax	2,938.02	2,508.76	2,981.41	2,540.85
Less: Provision For Tax
- Current Tax	706.70	828.15	693.62	828.15
- Deferred Tax Liabilities/(Assets)	-20.71	25.98	-20.71	25.98
- Prior year Taxes	52.47	-43.74	52.47	-43.74
Net Profit After Tax	2,199.57	1,698.38	2,256.03	1,730.47
Share of profit of associate	56.47	32.09	-	-
Net Profit transferred to Reserves & Surplus	2,256.04	1,730.47	2,256.03	1,730.47

2. Overview and Company Performance

The Company''s revenue as per the consolidated financial statements for financial year ended 31st March, 2025 is
of Rs.31,280.14 Lakhs, including Rs.30,743.22 Lakhs as revenue from main operations and Rs.536.92 Lakhs from Other
Income. The Company has been able to record a profit of Rs.2,256.04 Lakhs after payment of tax.

The Company''s revenue as per the standalone financial statements for financial year ended 31st March, 2025 is
of Rs.30,671.14 Lakhs, including Rs.30,048.91 Lakhs as revenue from main operations and Rs.622.23 Lakhs from Other
Income. The Company has been able to record a profit of Rs.2,256.03 Lakhs after payment of tax.

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:

Name of Director	DIN	Category
Mr. Sanjay Patil	00229052	Chairman & Managing Director
Mr. Karan Bora@	08244316	Executive Director
Mr. Praveen Panchal*	10895449	Executive Director
Mrs. Kirtinandini Patil	09288282	Non-Executive Director
Mrs. Anjali Sapkal	02136528	Independent Director
Mr. Akash Phatak	09288697	Independent Director

The details of Key Managerial Personnel are as follows:

Name of KMP	Category
Mr. Anil Nikam*	Chief Executive Officer
Mr. Vijay Oswal	Chief Financial Officer
Mr. Vijay Thakkar@	Company Secretary and Compliance Officer
Mr. Pranav Chaware#	Company Secretary and Compliance Officer

* 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:

Committee Member	Role	Category of Director
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariya#	Member	Independent 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 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_:

Committee Member	Role	Category of Director
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mrs. Kirtinandini Patil	Member	Non-Executive Director
Mrs. Vaishali	Member	Independent Director

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:

Committee Member	Role	Category of Director
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariya#	Member	Independent 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

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:

Committee Member	Role	Category of Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Akash Phatak@	Member	Independent Director
Mrs. Vaishali Tarsariya#	Member	Independent 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

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

Nature of	Nature of	Complaints	Complaints
Complaint	Complaint	Solved	Pending
Non-receipt of shares certificate after transfer etc.	Nil	Nil	Nil
Non-receipt of dividend	Nil	Nil	Nil
warrants
Query regarding Demat credit	Nil	Nil	Nil
Others	Nil	Nil	Nil
Total	Nil	Nil	Nil

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:

Names	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors:
Mr. Sanjay Patil - Chairman & Managing Director	0%	34.40:1
Key Managerial Personnel:
Vijay Oswal - Chief Financial Officer	300%	22.93:1

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:

Particulars	Details
Details of Contracts or arrangements or transactions not at arm''s length basis	NIL
Details of material contracts or arrangements or transactions at arm''s length basis	NIL

Name(s) of the related party and nature of	Nature of contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
Mr. Sanjay Patil - Chairman & Managing Director	Outstanding Loan	Ongoing	Outstanding Loan worth Rs.725.07 during the year	-	-
Mr. Sanjay Patil - Chairman & Managing Director	Directors Remuneration	Ongoing	Paid Rs.108 during the year under review	-	-
Mr. Karan Bora - Executed Director@	Directors Remuneration	Till 7th January, 2025	Paid Rs.41.63 during the year under review	-	-
Mr. Praveen Panchal - Executed Director*	Directors Remuneration	From 7th January, 2025	Paid Rs.14.03 during the year under review	-	-
Mr. Vijay Oswal - Chief Financial Officer	KMP Remuneration	Ongoing	Paid Rs.72 during the year under review	-	-
Mr. Pranav Chaware - Company Secretary & Compliance Officer#	KMP Remuneration	Ongoing	Paid Rs.4.38 during the year under review	-	-
Mrs. Safala Oswal	Remuneration to KMP''s relative	Ongoing	Paid Rs.12 during the year under review	-	-
Markolines Infra Limited - Company with common promoters	Advances	Closed	Advance taken during the year Rs.3947.23, repayment of advances Rs.3880.90 during the year, Interest expense Rs.66.32	-	-
Markolines Infra Limited - Company with common promoters	Expenses	Ongoing	Opening balance of Rs.256.87, expenses charged Rs.227.39, amount paid Rs.259, closing balance Rs.225.03.	-	-
Unique UHPC Markolines LLP - Associate entity	Investment	Ongoing	Opening balance Rs.1028.64, further Investment made (Net) Rs.644.27, Interest (gross interest Rs 158.59 lakhs, net of tax interest Rs.142.73 lakhs) Rs. 142.73, Share of profit Rs.56.47, Closing balance Rs.1872.10, Trade Receivable Rs.34.65.	-	-
Markolines Evrascon JV - Joint venture	Investment	Ongoing	Further Investment made (Net) Rs.236.85, Share of profit Rs.28.85, Closing balance Rs.265.70	-	-
Markolines Technologies Pvt Ltd - Company with common promoters	Expenses	Ongoing	Expenses Rs.6.15, Add: Lab testing charges for the period Rs.101.37, Amount paid during the period Rs.52.72, Closing balance Rs.54.81	-	-

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

---

Mar 31, 2024

Your Directors have great pleasure in presenting to you the 22nd Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March 2024.

1. Financial Results

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 8th November 2002 with the Corporate Identity No. L99999MH2002PTC156371. The financial results of the Company for the financial year have been summarized herein below for the reference of the members:

Particulars	As at 31st March, 2024	As at 31st March, 2023
Net Revenue From Operations	34,729.44/-	31,180.02/-
Other Income	381.53/-	62.57/-
Total Income	35,110.97/-	31,242.60/-
Total Expenses Excluding Depreciation, Interest, Tax & Amortization	31,551.99/-	28,419.27/-
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization	3,558.99/-	2,823.33/-
Less: Interest & Financial Charges	508.01/-	329.84/-
Depreciation & Amortization	499.96/-	226.17/-
Profit /(Loss) Before Tax and Exceptional Items	2,551.02/-	2,267.32/-
Exceptional Item - Provision for CSR Expenses	42.26/-	29.44/-
Profit Before Tax	2,508.76/-	2,237.88/-
Less: Provision For Tax
- Current Tax	828.15/-	680.97/-
- Deferred Tax Liabilities/(Assets)	(25.98)/-	(17.63)/-
- Prior year Taxes	(43.74)/-	-
Net Profit After Tax	1,698.38/-	1,574.54/-

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

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:

Sr. No.	Name of Director	Din No.	Designation
1	Mr. Sanjay Bhanudas Patil	00229052	Chairman and Managing Director
2	Mr. Karan Atul Bora	08244316	Executive Director
3	Ms. Kirtinandini Sanjay Patil	09288282	Non-Executive Non Independent Director
4	Ms. Anjali Shivaji Patil	02136528	Independent Director
5	Mr. Akash Manohar Phatak	09288697	Independent Director

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

Sr.	Nature of	Nature of	Complaints	Complaints
No	Complaint	Complaint	solved	pending
1.	Non-receipt of sharescertificate after transfer etc.	Nil	Nil	Nil
2.	Non-receipt of dividend warrants	Nil	Nil	Nil
3.	Query regarding Demat credit	Nil	Nil	Nil
4.	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

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

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
		Non
Mr. Karan Atul Bora	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Name	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors
Sanjay PatilManaging Director	50%	33.23 : 1
Karan BoraExecutive Director	NIL	12.92 : 1
Key Managerial Personnel
Vijay OswalCFO	NIL	5.54 : 1
Parag JagdaleCompany Secretary and Compliance Officer	NIL	2.46 : 1

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

35. 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:

Form AOC - 2

(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Sr. No. Particulars					Details
1. Details of Contracts or arrangements or transactions not at arm''s length basis					NIL
2. Details of material contracts or arrangements or transactions at arm''s length basis					NIL
(? in Lakhs)
	Nature of	Duration of the Salient terms of the		Date(s) of	Amount
Name(s) of the related party and nature of	contracts/	contracts /	contracts or arrangements	approval by paid as
relationship	arrangement/	arrangements/ or transactions including		the Board,	advances, if
	transactions	transactions	the value, if any:	if any:	any:
Mr. Sanjay Patil - Key Managerial Personnel	Outstanding Loan	Ongoing	Outstanding Loan worth Rs.623.30/- during the	---	---
			year.
	Directors Remuneration		Directors Remuneration
Mr. Sanjay Patil - Key Managerial Personnel		Ongoing	paid amount of Rs.108.00/-during the year	---	---
	Directors Remuneration		Directors Remuneration
Mr. Karan Bora - Key Managerial Personnel		Ongoing	paid amount of Rs.42.00/-during the year	---	---
	CFO Remuneration		CFO Remuneration paid
Mr. Vijay Oswal - Key Managerial Personnel		Ongoing	amount of Rs.25.27/-during the year	---	---
			Advance taken during the year Rs.2150.05/-
M/s. Markolines Infra Private Limited - Group Companies	Advances	Closed	Repayment of Advances Rs. 2150.05/- during the year,Interest expense Rs. 26.93/-
Unique UHPC Markolines LLP - Group Company	Investment	Ongoing	Invest made of worth Rs.836.40/- during the year	---	---

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.

---

Mar 31, 2023

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:

(Amounts in Rupees)
Particulars		For the year ended 31st March 2023			For the year ended 31st March 2022
Net Revenue From Operations			3,11,80,02,388/-		1,86,64,32,764/-
Other Income			62,57,150/-		25,52,614/-
Total Income			3,12,42,59,538/-		1,86,89,85,378/-
Total Expenses Excluding Depreciation, Interest, Tax & Amortization			2,84,19,27,111/-		1,63,87,15,076/-
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization			28,23,32,427/-		23,02,70,303/-
Less: Interest & Financial Charges			3,29,83,938/-		5,49,50,889/-
Depreciation & Amortization			2,26,16,574/-		2,64,67,923/-
Profit / (Loss) Before Tax and Exceptional Items			22,67,31,915/-		14,88,51,490/-
Exceptional Item - Provision for CSR Expenses			29,44,149/-		21,07,315/-
Profit Before Tax			22,37,87,766/-		14,67,44,175/-
Less: Provision For Tax
- Current Tax			6,80,97,062/-		4,98,33,480/-
- Deferred Tax Liabilities/(Assets)			(17,63,438)/-		(37,32,251)/-
- Prior year Taxes			-		(4,38,250)/-
Net Profit After Tax			15,74,54,142/-		10,10,81,196/-

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 -

Sr. No.	Name	DIN No.	Designation
1.	Sanjay Bhanudas Patil	00229052	Chairman & Managing Director
2.	Karan Atul Bora	08244316	Executive Director
3.	Anjali Shivaji Patil	02136528	Independent Director
4.	Kirtinandini Sanjay Patil	09288282	Non-Executive Director
5.	Akash Manohar Phatak	09288697	Independent Director
Key Managerial Personnel -
Sr. No. Name		Designation
1.	Vijay R. Oswal	Chief Financial Officer
2.	Parag Jagdale	Company Secretary & Complaince Officer

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:

Sr.No.	Nature of Complaint		Nature of Complaint		Complaints solved		Complaints pending
1.	Non-receipt of shares certificate after transfer etc.		Nil		Nil		Nil
2.	Non-receipt of dividend warrants		Nil		Nil		Nil
3.	Query regarding Demat credit		Nil		Nil		Nil
4.	Others		Nil		Nil		Nil
	Total		Nil		Nil		Nil

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Karan Atul Bora	Member	Non Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

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.

Name	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors Sanjay Patil, Managing Director NIL 35.46:1 Karan Bora, Executive Director NIL 17.73:1 Key Managerial Personnel Vijay Oswal, CFO NIL 8.86:1 Parag Jagdale, Company Secretary and NIL 3.63:1 Compliance Officer

*There was no increase in the remuneration of Managing Director, Executive Director and Chief Financial Officer of the Company since their remuneration was approved with effect from 21^st August, 2021 via a Special Resolution at the EGM held on 21^st August, 2021.

2. The percentage increase in the median remuneration of employees in the financial year: 10.27%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2023: 1458 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 March 31, 2023.

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:

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

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

iii. 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.

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.