Maral Overseas Ltd Directors Report

To the members

Your Directors are pleased to present the Thirty Seventh (37^th) Annual Report of your Company on business and operations along with the Audited Financial Statements and the Auditors Report thereon for the financial year ended 31^st March 2026.

1. FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31^st March 2026 is summarized as below:

( Rs. in Lakh)

Particulars	2025-26	2024-25
Revenue from Operations	98,087	1,04,703
Profit/(Loss) before Interest & Depreciation & Amortisation	7,119	4,522
Less: Finance Cost	3,750	3,668
Profit/(Loss) before Depreciation & Amortisation	3,369	854
Less: Depreciation & Amortisation	3,268	3,417
Profit/(Loss) before Tax	101	(2,563)
Less:
a) Current Tax	-	-
b) Deferred Tax	(225)	(143)
Profit/(Loss) after Tax	326	(2,420)
Add: Opening Balance - Retained Earning	(1,122)	1,230
Add: Other Comprehensive Income	71	68
Balance at the end of the year- Retained Earning	(725)	(1,122)

2. OPERATIONAL PERFORMANCE

The Directors of your Company inform the members that the textile industry continued to operate in a challenging environment during the year under review, impacted by demand fluctuations across key global markets, tariff-related uncertainties and geopolitical developments.

In the spinning division, overall performance remained under pressure during the year, primarily on account of subdued demand and pricing challenges in the grey yarn segment, particularly from domestic exporters catering to the US market, resulting in adverse demand and supply equilibrium. Your Company adopted a balanced approach by optimizing product mix, improvingoperationalefficiencies and selectively reducing exposure to certain export markets, while increasing focus on relatively stable regions such as Europe and the Middle East. The m?lange and dyed yarn segments, however, demonstrated relatively stable to improving trends over the course of the year. While the m?lange yarn business witnessed initial disruptions in certain geographies, it gradually recovered with better customer acceptance in both domestic and alternate export markets, leading to improved capacity utilization in the latter part of the year. The dyed yarn segment continued to perform steadily, achieving near optimal capacity utilization despite shorter booking cycles and evolving demand conditions. Further, capacity augmentation initiatives undertaken during the year are expected to support higher value-added production and improve operational flexibility going forward.

In the fabric segment, performance remained subdued for a major part of the year due to weak demand in both domestic and export markets, along with shifting of garment sourcing to lower tariff regions. However, the Company maintained stable business with its key customers and continued to focus on improving operational efficiencies and product development. The segment remained profitable despite lower capacity utilization and witnessed early signs of recovery towards the end of the financial year.

With regard to the garment segment, the business environment remained soft, particularly in the US market due to tariff uncertainties. The Company accordingly focused on diversifying its market presence towards domestic as well as UK and EU markets. Efforts were made towards strengthening relationships with existing customers, expanding product offerings and improving operational efficiency through better integration with upstream operations and adoption of a demand-driven production approach.

During the year, the Company undertook focused cost optimization initiatives across its operations, including rationalization of costs, improved resource utilization and tighter control over overheads, which helped in mitigating margin pressures to some extent.

These efforts coupled with gradual improvement in business operations have resulted in a sequential recovery in financial performance. The continued emphasis on value-added products and prudent business decisions is expected to support performance in the coming years.

Your Company achieved a turnover of H 98,087 Lakh for the year ended 31^st March 2026 against H 1,04,703 Lakh in the previous year ended 31^st March 2025. Further, the Company achieved an operational profit of H 7,119 Lakh as against H 4,522 Lakh in the previous year. The Company recorded a Net Profit ofH 334 Lakh as against a Net loss of H 2,420 Lakh reported in the previous year.

During the period under review, your Company recorded a production of 16,160 MT of grey yarn (FY25 16,337 MT), 3,087 MT of dyed yarn (FY25 3,183 MT), 3,477

MT of grey knitted fabric (FY25 4,026 MT), 5,339 MT of processed fabric (FY25 5,879 MT), 2,807 MT of Melange Yarn (FY25 2,510 MT) and 33.18 Lakh pieces of garments (FY25 44.12 Lakh pieces).

During the year under review, the Companys exports

(FOB value) were to the tune of H 46,994.33 Lakh

(FY25 H 46,435.12 Lakh) and accounted for 47.91% (FY25: 44.35%) of the Companys turnover. The yarn business accounted for 54.26% (FY25: 51.77%) while knitted fabric and garment business accounted for

26.36% (FY25: 25.84%) and 19.38% (FY25: 22.39%) respectively.

3. MODERNIZATION, EXPANSION AND DIVERSIFICATION

Your Directors in their previous report had informed the members that the Company had identified capital expenditure plan of H30.66 Crore for modernization, replacement of machinery and capacity additions in Yarn Dying and fabric Dye house at Sarovar plant.

However, the said capital expenditure plan has been kept in abeyance due to financial constraints. During the year, certain critical machinery for improvement in efficiency in production of Fabric and Yarn division were taken on long term lease for smooth operations of the Plant without disruption in production.

4. NUMBER OF MEETINGS OF BOARD, COMMITTEE AND ANNUAL GENERAL MEETING

The Board of Directors of the Company met seven times during the financial year under review, on 4^th April 2025, 8^th May 2025, 1^st August 2025, 4^th November 2025, 18^thDecember2025,5^thFebruary2026 and 19^th March 2026. The 36^th Annual General Meeting of the Company was held on 29^th August 2025 through Video Conference ("VC")/Other Audio Visual

Means ("OAVM") without the physical presence of the Members at a common venue.

Details of composition and attendance of meetings of the Board, its Committees and the AGM are provided in the Corporate Governance Report.

5. SHARE CAPITAL STRUCTURE

During the year under review, Members of the Company at the 36^th Annual General Meeting held on 29^th August 2025, approved by way of a Special

Resolution, the issuance up to 30,00,000 (Thirty Lakh) 9.25% Redeemable Non-Convertible Cumulative

Preference Shares (RNCPS) of face value H100/- each, aggregating H 30,00,00,000/- (Rupees Thirty Crore only), to the Promoter/ Promoter Group on private placement basis.

Pursuant to the aforesaid approval, the Board of Directors issued and allotted 30,00,000 RNCPS in three (3) tranches of 10,00,000 each on 26^th September, 2025, 30^th September, 2025 and 7^th October, 2025, amounting to H 30,00,00,000/- (Rupees Thirty Crore Only) to Diplomat Leasing and Finance Private Limited, a Promoter Group Company.

As on 31^st March 2026, the issued and paid-up share capital of your Company stood at

H 71,50,80,000/-(Rupees Seventy One Crore Fifty Lakh Eighty Thousand only) divided into 4,15,08,000 Equity Shares of H 10 each (Rupees Ten only) and 30,00,000 9.25% Redeemable Non-Convertible Cumulative Preference Shares of H 100/- (Rupees Hundred only) each.

6. DIVIDEND AND OTHER APPROPRIATIONS

In view of the current financial position of the Company during the year under review, the Board of Directors have not recommended any dividend on the Equity Shares of the Company.

Further, as per the terms of issue of Redeemable Non-Convertible Cumulative Preference Shares ("RNCPS"), a dividend at rate 9.25% per annum is payable on RNCPS. However, in the event of loss or inadequacy of profits tenure of the RNCPS, such dividend shall accrue and be payable on a cumulative basis once the Company earns adequate profits. As profits of the Company for the financial year 2025 26 are not adequate for payment of dividend on the RNCPS, accordingly, the dividend amount of H 1,38,36,986/- (calculated on a proportionate basis from the date of allotment) consecutive shall be accrued for the financial year 2025 26 and shall be payable when the Company has sufficient profits.

7. CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred in preceding three (3) financial years, the Company did not have a Corporate Social Responsibility (CSR) obligation for the financial year 2025 26, in accordance with the provisions of Section 135 of the Companies Act, 2013.

However, pursuant to the provisions of the Companies

Act, 2013, approval of the members of the Company was obtained at the 36^th Annual General Meeting held on 29^th August, 2025, for voluntary contribution of an amount not exceeding H 50 Lakh in a financial year, towards long term commitment for promotion of education, donation for charitable purposes, social welfare and/or activities as prescribed under Schedule VII of the Companies Act, 2013.

The composition and terms of reference of the CSR Committee are given in the Corporate Governance

Report. The disclosure as required under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure I forming part of this Report. The Companys Corporate Social Responsibility Policy as approved by the Board of Directors is disclosed on the website of the Company at https://www.maraloverseas. com/policy/MOL_CSR_Policy.pdf.

8. ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return for the financial year 2025-26, is available on the website of the Company at https://maraloverseas.com/annualreturn. php

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company as on date of this report comprises Seven (7) directors, of which one (1) is a Chairman & Managing Director and CEO, one (1) is a Joint Managing Director, one (1) is a Non-Independent & Non- Executive Director and four (4) Directors are Non-Executive & Independent in any financial year during the

Directors.

During the year under review, following changes took place in the composition of the Board:

Shri Suman Jyoti Khaitan (DIN: 00023370), was appointed as Independent Director with effect from 4^th November 2025 for a term of five years and his appointment was approved by the members on 20^th December 2025 by passing of Special Resolution through Postal Ballot.

Smt. Archana Capoor (DIN: 01204170), had completed her tenure towards second term and consequently ceased to be Independent Director of the Company with effect from close of business hours on 5^th November 2025.

Pursuant to provisions of Section 152 of the Companies Act, 2013, Shri Ravi Jhunjhunwala (DIN-00060972) is liable to retire by rotation and being eligible offers himself for re-appointment at the 37^th Annual General Meeting of your Company.

Your Directors further inform the members that pursuant to the provisions of Section 149(7) of the Companies Act, 2013, a declaration has been received from the Independent Directors at the beginning of the financial year stating that the criteria of independence have been duly met as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended form time to time.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any

SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO, Shri Shantanu Agarwal, Joint Managing Director, Shri Manoj Gupta, Chief Financial Officer and Shri Sandeep Singh, Company Secretary & Compliance

Officer are the Key Managerial Personnel of the Company as on 31^st March 2026.

10. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a

Nomination and Remuneration Policy was devised for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation their remuneration. The Nomination and Remuneration

Policy of the Company is annexed as Annexure II and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavor to follow the policy and all appointments in Board, KMP and Senior Management are considered at the meeting of the Committee and the Board.

11. ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its Committees and individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of this Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged as satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of industry in which Company operates, business model of the Company, etc., through various programs.

12. AUDITORS

Statutory Auditor

S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) were appointed as Statutory Auditor of the Company for the second term of five consecutive years, commencing from the conclusion of 33^rd Annual General Meeting (‘AGM) held on 25^th August, 2022 till the conclusion of 38^th AGM of the Company to be held in the year 2027.

S S Kothari Mehta & Co. LLP, Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the financial statements. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter and their opinion is unmodified.

Internal Auditors

Pursuant to Provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. GSA & Associates, LLP, Chartered Accountants and M/s. Ashim & Associates, Chartered Accountants as Internal Auditors of the Company for the year 2025-26 for Sarovar Plant and Garment Units respectively.

The role of Internal Auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies

Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular dated 31^st December 2024, the Company has appointed M/s. Manisha Gupta & Associates,

Practicing Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration

Number: 3290/2023), as Secretarial Auditor of the

Company for a term of 5 (Five) consecutive years, from the conclusion of 36^th (Thirty Sixth) Annual General Meeting ("AGM") till the conclusion of 41^st (Forty First) AGM of the Company to be held in the year 2030. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure III forming part of this Report.

Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 as amended, the Company has duly made and maintained the accounts and cost records.

In this connection, The Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. K. G. Goyal & Co. as Cost Auditor to conduct the audit of cost records for the year ended 31^st March, 2026.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all contracts/arrangement/ transactions entered into by the Company with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval of the Audit Committee was obtained for all related party transactions, which are foreseen and repetitive in nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered into by the Company during the financial year with related parties were on arms length basis at prevailing market price and in the ordinary course of business. During the financial year, there was no material contract or arrangement entered into by the Company with any of the related parties. Your Directors draw attention of the members to note no. 40 to the financial statements which contain particulars with respect to related parties. The policy on dealing with the related party transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link: https:// maraloverseas.com/policy/Related%20Party%20 Transactions%20policy.pdf

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS and material order passed by Therewasnosignificant the regulators or courts during the year under review.

16. RISK MANAGEMENT

Your Company recognizes that risk is an inherent aspect of business and is committed to managing it proactively and effectively. Accordingly, your Company has adopted Risk Assessment and Mitigation Policy, as amended and approved by the Board of Directors, for identification, assessment and mitigation of the risks.

The Policy outlines comprehensive framework for categorizing risks into External, Internal and Other Risks. Identified mitigating actions on a continuous basis. The Company endeavors to continuously sharpen its Risk Management systems and processes in line with rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. Further, the policy aims at creating and protecting shareholders value by minimizing threats & weaknesses and identifying & maximizing opportunities.

Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

17. CORPORATE GOVERNANCE

Your Company has a rich legacy of ethical governance practice and is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company always emphasizes on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizations corporate governance philosophy is directly linked to its performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and to the society at large, and strives to serve their interests, resulting in creation of value for all stakeholders.

A report on Corporate Governance along with the Certificate of Statutory Auditors of Corporate Governance as stipulated under point E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

18. WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the

Companys Whistle Blower Policy to enable all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons. The Company has appointed a Nodal Officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairperson of the Audit Committee. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rules, or regulations. The policy has been disclosed on the website of the Company at https://www.maraloverseas. com/policy/Whistle%20Blower%20Policy.pdf.

19. MANAGEMENT addressed through DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under Schedule V read with Regulation

34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, form part of this Annual Report.

20. INTERNAL CONTROL SYSTEMS

Your Company maintains adequate Internal Control systems and procedures commensurate with its size and nature of operations. The Companys governance framework is designed to enhance performance predictability, business continuity and ensure organization-wide compliance with all relevant laws of the land. Internal Control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and ensuring legal compliances. Internal Controls also facilitate optimum utilization of resources, protect Companys assets and stakeholders interests. Internal Auditors also ensure proper compliance of all policies and Standard Operating Procedures (SOPs) adopted by the Company.

Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, as required.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors inform the members that your Company continuously evaluates various energy conservation measures in all areas of operation across all its manufacturing plants. The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in

Annexure–IV forming part of this Report.

22. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure–V forming part of this Report.

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. The relevant Statement is annexed as Annexure–VI forming part of this Report.

23. SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There is no change which affects the financial position of the Company between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March 2026 and the date of Report i.e. 7^th May 2026.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

25. PUBLIC DEPOSIT

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)

Rules, 2014 and there is no outstanding deposit due for repayment.

26. DISCLOSUREUNDERTHESEXUALHARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment of women at workplace.

Your Directors inform the members that during the year under review, Internal Complaint Committee did not receive any complaint with regard to sexual harassment.

27. MATERNITY BENEFIT

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual accounts, applicable accounting standards have been followed and no material departures have been made from the same;

b. appropriate accounting policies have been applied consistently and have 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 on 31^st March 2026 and of the profit and loss for the year ended 31st March 2026;

c. proper and sufficient care has been taken 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;

d. the annual accounts have been prepared on a Going Concern basis;

e. proper internal financial controls were in place and financial controls were adequate and were operating effectively;

f. the systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

29. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, there was no unclaimed amount or shares during the financial year that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Details of unpaid / unclaimed amount of dividend pertaining to financial year 2021-22, are available at the website of the Company at https://www.maraloverseas. com/unpaid&unclaimeddivened.php. Pursuant to Section 124 and 125 of the Companies Act, 2013, dividend that are unpaid or not claimed within a period of 7 (seven) consecutive years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). Further, according to said IEPF Rules, shares in respect of which dividend remains unpaid/ unclaimed by the shareholder(s) for 7 (seven) consecutive years shall also be liable to be transferred to the Demat account of the IEPF Authority.

Therefore, the Company requests all the members to encash/ claim their unpaid/ unclaimed dividend within the prescribed time.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

32. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions in these items during the financial year under review:

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

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. No amount has been transferred to General Reserves during the year.

iv. There was no change in the nature of business of the Company.

v. There was no fraud detected which has been reported to the Audit Committee / Board of Directors as well as to the Central Government.

vi. There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016. vii. There was no instance of one time settlement with any Bank or Financial Institution.

33. ACKNOWLEDGEMENTS

Your Directors place on record their acknowledgement and sincere appreciation to all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Governments for their continued support and encouragement during the year and their confidence towards the Your Directors would also like to thank the employees at all levels for their hard work, dedication, sincerity and commitment.

	For and on behalf of the Board of Directors
	Maral Overseas Limited
	Shekhar Agarwal
Place: Noida (U.P.)	Chairman & Managing Director and CEO
Date: 7th May 2026	DIN: 00066113