Directors Report of Newtrac Foods & Beverages Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty-Seven (37^th) Annual Report, together with
the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs except EPS)

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Revenue From Operation	2384.56	-
Other Income	45.28	-
Total Income	2429.84	-
Total Expenses	2210.32	16.90
Profit/Loss before exceptional items & tax	219.52	(16.90)
Exceptional items	-	-
Profit/Loss before tax	219.52	(16.90)
Tax expense	(43.62)	-
Net profit/loss after tax	219.47	(16.90)
Prior Period Adjustments	-	-
Earnings Per Share
Basic	4.57	(0.35)
Diluted	4.57	(0.35)

2. OPERATIONAL REVIEW:

During the year under review, company''s approach towards growth has delivered satisfactory
results during the year 2023-24 as the company has carried out business activity during the
year in comparison to the previous year. The company is expecting more revenue and sure to
grow in terms of net profit in the upcoming years. The company will strive to improve its
performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has
considered it prudent not to recommend any dividend for the Financial Year under review.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at March 31, 2023 was Rs. 48,000,000/- divided into
48,00,000 Equity shares, having face value of Rs. 10/- each fully paid up.

During the year under review, the Company has increased in the Authorised Share Capital of
the Company from existing Rs. 5,00,00,000 (Rupees Five crore) divided into 50,00,000 (Fifty
Lakhs Only) Equity Shares of Rs. 10/- each to Rs. 20,00,00,000 (Rupees Twenty Crore) divided
into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each ranking pari passu in all respect
with the existing Equity Shares of the Company as per the Memorandum and Articles of
Association of the Company.

The Company has not issued shares during the year under review however the Company has
decided to convert in whole or in part, the loan given, by the various types of lenders to the
Company up to the amount of INR 50,00,00,000/- (Indian Rupees Fifty Crores Only) in respect
of such loan, at the option of the Lenders, into fully paid-up Equity Shares of the Company, on
such terms and conditions as may be stipulated in the Loan agreement or convertible securities
or shares with differential voting rights nor has granted any stock options or sweat equity or
warrants. As on March 31, 2024, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

Further in the Board meeting held on 21^st March 2024 the Board has approved the issuance of
the equity shares of the Company of face value of Rs. 10/- each for an amount not exceeding
Rs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue, for which the Company has
received approval for allotment from BSE on 06^th May, 2024, the Board of Directors of the
Company in their meeting held on 06^th May, 2024 has allotted 1,44,00,000 equity shares face
value of Rs. 10.00 each on rights basis to the eligible existing equity shareholders of the
Company as on the record date i.e 27^th March, 2024, in the ratio of three (3) rights equity
share(s) for every one (1) fully paid-up equity share(s).

5. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore
the Company has not transferred any amount to Reserves.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review the Company has changed the nature by replacing the existing
Main Objects of Clause III (A) of Memorandum of Association with following new Clause III (A):

1. To manufacture, produce, refine, process, formulate, acquire, convert, sell, distribute,
import, export, deal in either as principals or agents in organic and inorganic chemicals,
alkalis, acids, gases, petrochemicals, salts, electro-chemicals, chemical elements and
compound pesticides, insecticides, explosives, light and heavy chemicals of any nature used
or capable of being used in the pharmaceuticals, textile industry, defence chemicals,
fertilisers, petrochemicals and industrial chemicals and pesticides and insecticides, solvents
of any mixtures derivatives and compounds thereof and also providing logistics services and
advertising and IT and installation of stalls, all types of pharma products, Plastics products,
collateral services and warehousing services, transporting, storing, developing, promoting,
marketing or supplying, trading, all types agro products dealing in any manner whatsoever
in all type of goods on retail as well as on wholesale basis in India or elsewhere.

2. To manufacture, produce, refine, process, formulate, buy, sell, export, import or otherwise
deal in heavy and light chemicals, chemical elements and compounds, including without
limiting to the generality of foregoing laboratory and scientific chemicals or any of any
nature used in the pharmaceutical industry, agriculture chemicals, glass and ceramic
industries, tiles, poultry feeds, cattle feeds, rubber and paints, chemicals or any mixture,
derivatives and compounds thereof including calcite, feldspar, dolomite, gypsum, quartz,
silicon, earth, rock phosphate, soap-stone and franchiser, consultant, collaborator, stockist,
liasioner, job worker, export house of goods, merchandise and services of all grades,
specifications, descriptions, applications, modalities, fashions, including by-products, spares
or accessories thereof, on retail as well as on wholesale basis.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) COMPOSITION:

The Board of Directors includes the Executive, Non-Executive Independent Directors so as to
ensure proper governance and management. The Board consists of Five (5) Directors
comprising of One (1) Executive Director, Four (4) Non-Executive Independent Directors
including One (1) Woman Director as on March 31, 2024.

b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No.	Name of Personnel	Designation
1.	Mr. Chirag Kanaiyalal Shah	Managing Director
2.	Mr. Pankaj Tulsiyani	Company Secretary
3.	Mr. Harish Sharma	Chief Financial Officer

c) RE-APPOINTMENTS/APPOINTMENT/ RESIGNATION:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association
rotation at the forthcoming Annual General Meeting, Mr. Chirag Kanaiyalal Shah, Managing
Director of the Company, being eligible, has offered himself for reappointment.

During the year under review following appointment and resignation take place as mentioned
under;

> Appointment of Mr. Chirag Kanaiyalal Shah (DIN: 09654969) as a Managing Director of the
Company with effect from 04^th November, 2023.

> Appointment of Mr. Dhrumil Ashok Gandhi (DIN: 09766106) as an Independent Director of
the Company with effect from 04^th November, 2023.

> Appointment of Mr. Dinesh Chander Notiyal (DIN: 10289995) as an Independent Director of
the Company with effect from 04th November, 2023.

> Appointment of Ms. Avani Savjibhai Godhaniya (DIN: 10387729) as an Women Independent
Director of the Company with effect from 09^th November, 2023.

> Appointment of Mr. Harish Sharma as a Chief Financial Officer of the Company with effect
from 09^th November, 2023.

> Appointment of Mr. Pankaj Tulsiyani as a Company Secretary and Compliance Officer of the
Company with effect from 01^st December, 2023.

> Change in Designation of Mr. Jetharam Karwasra (DIN: 05254442) as an Independent
Director of the Company with effect from 14^th July, 2023, who was appointed as an
additional Director of the Company.

Further in accordance with the Share Purchase agreement the following person resigned from
the Company with effect from 07^th November, 2023.

> Resignation of Mr. Manjunath Damodar Shanbhag as an Managing Director of the
Company;

> Resignation of Mr. Sitaram Baijnath Verma as an Independent Director of the Company;

> Resignation of Mr. Rajendra Manoharsingh Bolya as an Independent Director of the
Company.

> Resignation of Mrs. Sanskruti Avinash Haryan as an Women Independent Director of the
Company.

> Resignation of Mr. Sushant Suresh Shinde as an Chief Financial Officer of the Company.

> Resignation of Ms. Jesal Bhogilal Mehta as an Whole Time Company Secretary of the
Company.

d) DECLARATION BY NON-EXECUTIVEINDEPENDENT DIRECTORS:

All Non-Executive Independent Directors of the Company have given declarations that they
meet the criteria of independence as laid down under Section 149(6) of the Act, and
Regulation 16(1) (b) of the Listing Regulations.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect to
Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material
departures, if any;

(b) that 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 at the end of the Financial Year
and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 15 (Fifteen) times during the Year and the gap
between two meetings did not exceed the statutory period laid down by the Companies Act,
2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.
The necessary quorum was present for all the meetings. The details of the meetings are duly
mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during
the year under review:

Board Meeting
S. No	Date of Meeting	S. No	Date of Meeting
1.	March 21, 2024	9.	November 04, 2023
2.	February 27, 2024	10.	October 09, 2023
3.	January 20, 2024	11.	September 07, 2023
4.	December 30, 2023	12.	August 07, 2023
5.	December 19, 2023	13.	July 14, 2023
6.	December 04, 2023	14.	June 19, 2023
7.	November 09, 2023	15.	May 29, 2023
8.	November 07, 2023

12. COMMITTEES OF THE BOARD:

The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions
of applicable laws and statues.

The Board has constituted following Committees:

♦♦♦ Audit Committee,

♦♦♦ Nomination & Remuneration Committee and
♦♦♦ Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of
the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing regulations") are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the ''Report on Corporate Governance'' of the company
which forms part of this Annual Report.

14. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company
has implemented a system of evaluating performance of the Board of Directors and of its
Committees and individual Directors on the basis of evaluation criteria suggested by the
Nomination and Remuneration Committee and the Listing regulations. Accordingly, the Board
has carried out an evaluation of its performance after taking into consideration various
performance related aspects of the Board''s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration, obligations
and governance. The performance evaluation of the Board as a whole, Chairman and Non¬
Independent Directors was also carried out by the Independent Directors in their meeting held
on February 27, 2024.

Similarly, the performance of various committees, individual Independent and Non
Independent Directors was evaluated by the entire Board of Directors (excluding the Director
being evaluated) on various parameters like engagement, analysis, decision making,
communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its
committees and individual Directors.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and Employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee. The Whistle Blower
Policy has been posted on the website of the Company (www.markobenzventures.com).

16. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into transactions with related
parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014, and hence provisions of Section 188 of the
Companies Act, 2013 are not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans, guarantee or provided any security in connection
with a loan nor made any investments covered under the provisions of Section 186 of the
Companies Act, 2013 during the year under review.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on
the Company''s website and can be accessed at www.markobenzventures.com & Extracts of the
Annual return in form MGT 9 for the Financial Year 2023-24 is uploaded on the website of the
Company and can be accessed at www.markobenzventures.com.

19. AUDITORS:

A) STATUTORY AUDITOR:

During the year under review M/s. S. Ramanand Aiyar & Co Chartered Accountants (ICAI
Registration No. 000990N), were appointed as the statutory auditors of the company with
effect from 09^th November, 2023, to conduct the audit of Financial year 20223-24, in place of
M/s. S.K. Bhageria & Associates, Chartered Accountants (ICAI Registration No. 112882W) who
resigned from the post of Statutory Auditor of the Company as per the terms and condition of
Share Purchase Agreement on 07^th November, 2023.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section
40 of the Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Therefore, it is not
mandatory for the Company to place the matter relating to appointment of statutory auditor
for ratification by members at every Annual General Meeting. Hence the Company has not
included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. S. Ramanand Aiyar & Co. Chartered Accountants, on the financial
statements of the Company for the Financial Year 2023-2024 is a part of the Annual Report.
The Auditors comments on your company''s accounts for year ended March 31, 2024 are self -
explanatory in nature and do not require any explanation as per provisions of Section 134 (3)
(f) of the Companies Act, 2013.

There were following qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in its report:

• Note 2.20 (11) of the financial statements, which states that the Company has made
provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed
by ICAI. "Employee Benefit. Our opinion is not modified in respect of this matter.

The Board of Directors has undertaken to take the corrective steps for the above mentioned
qualifications in current financial year.

DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as
Annexure ''A'' which forms a part of this report.

c) INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed
Mr. Navin Mehta for the Financial Year 2023-2024.

d) COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made
there under, the appointment of Cost Auditor is not applicable to the Company for the
Financial Year 2023-2024.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial
Year 2023-2024.

21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals
impacting the going concern status of your Company and its operations in future.

22. DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the Central
Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the
shares of the Company in a dematerialized form in such Depository. The Company has been
allotted ISIN No. INE229N01010. As on March 31, 2024, a total of 37,01,745 Equity Shares
representing 77.12% of the paid up capital of the Company were held in dematerialized form
with CDSL. During the year Company has making a best effort to convert all the physical share
into dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings
with Depository Participants [DPs] with whom they have their Demat Accounts for getting their
holdings in electronic form.

23. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws,
rules and regulations and highest standards of business ethics. In recognition thereof, the
Board of Directors has implemented a Code of Conduct for adherence by the Directors
(including Non-Executive Independent Directors), Senior Management Personnel and
Employees of the Company. This will help in dealing with ethical issues and also foster a culture
of accountability and integrity. The Code has been posted on the Company''s website
(www.markobenzventures.com..)

All the Board Members and Senior Management Personnel have confirmed compliance with
the Code.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined
by the Audit Committee. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board& to the Managing
Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in
their respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate
governance provisions are not applicable to your Company as the Company''s paid up Equity
Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores
as on March 31, 2024.

However during the current financial year 2024-25 the Company has issued 1,50,00,000 Fully
Paid-up Equity Shares of Rs. 10/- each aggregating to an amount of Rs. 15,00,00,000 in total, by
way of Rights Issue to the eligible equity shareholders of the Company as on the Record Date in
accordance with the provisions of Companies Act, 2013 and the rules made thereunder, the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, which result in increase of Paid up Share Capital amounting to Rs.
19,20,00,000/-, thereby falls under the criteria as specified for the applicability of Corporate
Governance.

A separate section on Corporate Governance Standards followed by your Company, as
stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report
on Corporate Governance also contains certain disclosures required under Companies Act,
2013.

A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conforming
compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18,
19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015, is annexed to this Report.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

As there were no business activities during the Year under review, the requisite information
with regard to conservation of energy and technology absorption as required under Section
134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable to
the Company during the Year under review.

The Company has not earned and spent any Foreign Exchange during the Financial Year 2023¬
2024.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing
the risks in a proactive and efficient manner; your Company periodically assesses risks in the
internal and external environment, along with the cost of treating risks and incorporates risk
treatment plans in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the
responsibility to assist the Board (a) to ensure that all the current and future material risk
exposures of the Company are identified, assessed, quantified, appropriately mitigated,
minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a
framework for the Company''s risk management process and to ensure its implementation (c)
to enable compliance with appropriate regulations, wherever applicable, through the adoption
of best practices (d) to assure business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

The disclosures relating to remuneration and other details as required under Section 197 (12)
of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions
of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding
the aforesaid information is being sent to the members of the Company.

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not
applicable to the Company during the Financial Year 2023-2024.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The following changes take place that affects the financial position of the Company which have
occurred between the end of the Financial Year of the Company to which the financial
statements related i.e. March 31, 2024 and the date of this report:

The Company has issued equity shares of the Company of face value of Rs. 10/- each for an
amount not exceeding Rs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue to the
eligible equity shareholders of the Company as on the Record Date, in accordance with the
provisions of Companies Act, 2013 and the rules made there under, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY HELD DURING THE FINANCIAL YEAR

The following transaction take place during the year under review:

> Increase in Authorised Share Capital of the Company and Alteration of Capital Clause of
Memorandum of Association of the Company from existing Rs. 5,00,00,000 (Rupees Five
crore) divided into 50,00,000 (Fifty Lakhs Only) Equity Shares of Rs. 10/- each to Rs.
20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of
Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company
as per the Memorandum and Articles of Association of the Company.

> Change in the name of the Company from "Evergreen Textiles Limited" to "Markobenz
Ventures Limited"

> Change Object Clause of the Memorandum of Association of the Company. The detail of the
same is mentioned above in the "8. CHANGE IN THE NATURE OF BUSINESS"

> Adoption of New Set of Memorandum of Association & Article of Association as per
Companies Act, 2013

> Company has Change the Registered office address within the city from 4th Floor Podar
Chambers, S. A. Brelvi Road, Fort Mumbai - 400001 to Office No. 144, 14th Floor, Atlanta
Building, Plot No 209, Jamnalal Bajaj Road, Nariman Point Mumbai - 400021

> Raising of Funds through Secured/Unsecured Loan with an Option to Conversion into Equity
Shares.

31. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing
Regulations, is not applicable to the Company for the Financial Year ending March 31, 2024.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints received regarding
sexual harassment. The Company affirms that during the Year under review, no complaints
were received by the Committee for redressal. The Sexual Harassment Policy has been posted
on the website of the Company (www.markobenzventures.com)

34. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the Year under review, as stipulated
under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed to this report.

35. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company''s Shareholders,
Customers and Bankers for the support they have given to the Company and the confidence,
which they have reposed in its management for the commitment and dedication shown by
them.

For and on behalf of the Board

For MARKOBENZ VENTURES LIMITED

(Formerly Known As Evergreen Textiles Limited)

Sd/-

CHIRAG KANAIYALAL SHAH
Managing Director
(DIN:09654969)

Place: Mumbai
Date: 29^th July, 2024

---

Mar 31, 2011

THE SHAREHOLDERS

The Directors have great pleasure in presenting their 24th Annual Report together with the Audited accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

(RS. IN LACS)

Year ended Year ended Particulars 31-03-2011 31-03-2010

Total Income 6.15 1.60

Profit(Loss) before Tax (3.94) (13.27)

Provision for Tax-FBT - -

Profit (loss) after Tax (3.94) (13.27)

Prior Period Adjustments - -

Balance brought forward (1550.99) (1537.72)

Balance carried to Balance Sheet (1554.93) (1550.99)

OPERATIONS

The Company has not been active for the past several years due to a severe financial crisis, for the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during these years the Company has cleared all secured and unsecured loans.

Your Directors are pleased to report that a study for the revival of the Company is already commissioned and is underway.

DIVIDEND:

As there was no activity, your board does not propose any dividend for the year ended March 31, 2011.

WINDING UP PROCEEDINGS BEFORE BOMBAY HIGH COURT:

With regard to Winding Up Proceedings, the Hon'ble High Court of Judicature at Mumbai has passed an Order dated 13th March, 2009 dismissing Company Petition No.509 of 2006. As per the Order, the Company is required to file an Undertaking in respect of various directions given by the Hon'ble Bombay High Court. The orders of the Hon'ble Bombay High Court has been complied with.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per the provisions of section 256 of the Companies Act, 1956. Mr. M. D. Shanbhag retire's by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the loss of the company for that year.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are made part of this Annual Report. A Certificate from the Practicing Company Secretary of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS:

M/s. S. K. Bhageria & Associates, Chartered Accountants, auditors of the company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2012 as set out in the Notice convening the Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review, as there were no activities, the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange earnings & Outgo during the year.

PARTICULARS OF EMPLOYEES:

There are no employees as required under section 217(2A) of the Companies Act, 1956.

LISTING AGREEMENT REQUIREMENTS:

Shares of the company are listed at the Stock Exchanges at Mumbai, Kolkata, Ahmedabad, and Delhi. The company has not paid the listing fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges since the company is in process of getting the equity shares delisted from these stock exchanges.

BUY-BACK OF SHARES:

There were no buy-back of shares during the year under review.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By Order of the Board, FOR EVERGREEN TEXTILES LIMITED

sd/- (RAJENDRA M.BOLYA) DIRECTOR

Mumbai. 22nd August, 2011.

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Mar 31, 2010

The Directors are presenting herewith the Twenty Third Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010.

OPERATIONS:

Your Company has not done any business during this year. your board is working to restart the Company and in negotiations with a foreign company to form a Joint Venture and restart acivities.

DIVIDEND:

Due to Accumulated losses and Shut down of the Companys Operations, your board has decided not to recommend any dividend during the year under review.

WINDING UP PROCEEDINGS BEFORE BOMBAY HIGH COURT:

With regard to Winding Up Proceedings, the Honble High Court of Judicature at Mumbai has passed an Order dated 13th March,2009 dismissing Company Petition No.509 of 2006. As per the Order, the Company is required to file an Undertaking in respect of various directions given by the Honble Bombay High Court. The orders of the Honble Bombay High Court has been complied with.

DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Mr. Rajendra M.Bolya, Director of the Company retire by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Appropriate policies have been selected and applied consistently and the judgements and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March.2010 and of the loss of the Company for that year.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. S. K. Bhageria & Associates, Chartered Accountants, Statutory Auditors of the company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have

expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2011 as set out in the Notice convening the Meeting.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Company was required to implement Corporate Governance Code and Follow the Procedure laid down in the said Code. Due to adverse financial position of the Company and non availability of independent Directors coupled with Liquidation matter pending in High Court, the Board of Directors had decided to request Stock Exchange for exempting the Company from requirement of Clause 49 of the Listing Agreement. The Company has not received any communication from the Stock Exchange in this matter.

LISTING REQUIREMENTS:

The Equity Shares of the Company are at present listed with the Stock Exchanges at Ahmedabad, Delhi, Kolkatta and Mumbai.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Information in accordance with the Provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure with particulars in the Report of Board of Directors) Rules 1988 are not furnished as there was no manufacturing activities during the year.

Foreign Exchange Earning and Outgo Rs. NIL.

PARTICULARS OF EMPLOYEES :

During the year under review, there was no employee drawing salary in excess of limits prescribed under Section 217(2)(A) of the Companies Act, 1956 and the Rules prescribed thereunder.

FIXED DEPOSITS:

Your Company has not invited or accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 during the year.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere appreciation for the co-operation extended by the Financial Institutions and the Companys Bankers.

Yours Directors also express gratitude to the Shareholders of the Company for the confidence reposed in the management.

By Order of the Board,

FOR EVERGREEN TEXTILES LIMITED

(M. D. SHANBHAG) (RAJENDRA M.BOLYA) Director Director

Mumbai Date : 20th August, 2010