Marc Technocrats Ltd Management Discussions

The following discussion is intended to convey management s perspective on our financial condition and results of operations for the period ended September 30, 2025, and for the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled " Financial Statements " and the chapter titled " Financial Information " on page 227 and 56 of the Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled " Risk Factors " on page 29 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled " Forward-Looking Statements " on page 20 of this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to " we " , " us " or " our " refers Marc Technocrats Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the period ended September 30, 2025, and for the financial Years March 31 st 2025, March 31 st 2024 and March 31 st 2023 included in this Red Herring Prospectus beginning on page 227 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Our Companies is engaged in the business of infrastructure consultancy services, comprising Supervision and Quality Control (SQC), preparation of Detailed Project Reports (DPRs), Third-Party Techno-Financial Auditor and Pre-Bid Advisory services.

We provide our services for the infrastructure projects, such as roads and highways, railways, buildings, and water resources.

Our company primarily operates on a Business-to-Government (B2G) model, with the majority of our revenue derived from delivering our services to government department and ministries such as Ministry of Road Transport and Highways (MoRTH), National Highways and Infrastructure Development Corporation Limited (NHIDCL), National Highways Authority of India (NHAI), Public Works Departments (PWDs) and Railways.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR i.e. SEPTEMBER 30, 2025.

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed inthe Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:

?‚? The Board of Directors and Shareholders of our Company has approved and passed resolution on January 03, 2025 and January 06, 2025 to raise the funds by way of Initial Public Offering.

?‚? The Board of Director of our company has changed the designation of Mr. Hitender Kumar as director to the Managing Director on January 11, 2024.

?‚? Mr. Vijay Kumar has been appointed as Whole Time Director on September 11, 2024.

?‚? Our company was converted into a public company and received the Certificate of Incorporation from the Registrar in the name of Marc Technocrats Limited dated November 12, 2024.

?‚? Our Shareholder has appointed Mr. Norang Lal Loohach as Non-Executive Non-Independent Director on November 18, 2024.

?‚? The board of directors in its meeting held on October 01, 2024 appointed Ms. Chetna as Company Secretary & Compliance officer of the Company.

?‚? The board of directors in its meeting held on November 17, 2024 appointed Mr. Rohit Kumar as Chief Financial Officer of the Company.

?‚? The Shareholders of our Company appointed Mr. Ramesh Sah and Mr. Paramvir Singh as Independent Directors in the Shareholders meeting held on November 18, 2024

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled " Risk Factor " beginning on 30 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

?‚? Strategic and Operational Risks

?‚? Growth Strategy and Expansion: Our ability to successfully implement growth strategies and expansion plans is crucial to our future performance. Any failure in executing these strategies could hinder our progress.

?‚? Geographic Expansion: Expanding into new regions or markets is central to our growth. The success of this expansion depends on various factors, including market conditions, competition, and regulatory hurdles.

?‚? Market and Economic Risks

?‚? Economic Conditions: Both local and global economic conditions ?€” such as inflation interest rates, and currency fluctuations ?€” affect consumer demand and overall market dynamics, impacting our revenues.

?‚? Market Demand and Supply: Our business performance is sensitive to changes in demand for our products and services. A decrease in demand or supply chain disruptions could negatively affect sales and profitability.

?‚? Technology and Competitive Risks

?‚? Technological Change: The industry in which we operate is evolving rapidly. Failure to adopt or integrate new technologies could result in competitive disadvantages and financial losses.

?‚? Competition: The competitive landscape is constantly shifting. New entrants or existing competitors may increase pricing pressure and reduce our market share, directly impacting profitability.

?‚? Political and Regulatory Risks

?‚? Political Instability and Government Changes: Political instability, changes in government policies, or shifts in the political environment ?€” particularly in India ?€” could negatively affect our business operations and the broader economic landscape.

?‚? Regulatory Changes: We operate in sectors that are regulated by national, state, and local governments. Changes in regulations could affect our operational flexibility, cost structures, or compliance requirements.

?‚? India s Sovereign Credit Rating: Any downgrade in Indias debt rating by international or domestic agencies could increase borrowing costs and adversely affect investor confidence, leading to financial instability.

?‚? Financial Risks

?‚? Capital Requirements: We require significant capital for ongoing operations, expansion, and development. Failure to raise sufficient funds or meet capital expenditure needs could impede business growth.

?‚? Related Party Risks

?‚? Conflict of Interest: Potential conflicts of interest with affiliated companies, promoters, or related parties may affect decision-making and operations, leading to possible legal or reputational risks.

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MANAGEMENT s DISCUSSION ON RESULTS OF OPERATION

(Amount in Lakhs)

S.No.	Particulars	For the period ended		For the year ended
		September 30, 2025	%age of Total Income	March 31, 2025	%age of Total Income	March 31, 2024	%age of Total Income	March 31, 2023	%age of Total Income
1	Revenue from Operations	3,219.88	98.66%	4,775.30	98.35%	2,603.83	96.64%	2,015.77	97.98%
II	Other Income	43.76	1.34%	80.34	1.65%	90.66	3.36%	41.66	2.02%
III	Total Income (I + II)	3,263.64	100.00%	4,855.64	100.00%	2,694.49	100.00%	2,057.43	100.00%
IV	Expenses
	Employee Benefits Expenses	422.98	12.96%	806.87	16.62%	431.84	16.03%	297.46	14.46%
	Finance Costs	14.40	0.44%	26.00	0.54%	35.30	1.31%	4.68	0.23%
	Depreciation and Amortization Expenses	36.40	1.12%	89.90	1.85%	73.53	2.73%	56.33	2.74%
	Administrative and Other Expenses	2,019.85	61.89%	2,932.92	60.40%	1,691.96	62.79%	1,346.77	65.46%
	Total Expenses (IV)	2,493.62	76.41%	3,855.70	79.41%	2,232.64	82.86%	1,705.24	82.88%
V	Profit before tax (III + IV)	770.03	23.59%	999.95	20.59%	461.86	17.14%	352.19	17.12%
VI	Tax expense:
	Current Tax	198.70	6.09%	260.54	5.37%	120.82	4.48%	92.89	4.51%
	Deferred Tax	(4.53)	(0.14%)	(8.28)	(0.17%)	(4.18)	(0.16%)	(4.25)	(0.21%)
	Total Tax Expense	194.18	5.95%	252.27		116.64		88.64
VII	Profit after tax for the period (VII + VIII)	575.85	17.64%	747.68	15.00%	345.22	12.81%	263.55	12.81%
VIII	Earning per equity share:
	Basic & Diluted (Rs.)	4.22		5.48		3.54		2.70	-
	Adjusted after bonus issue	4.22		5.48		2.53		1.93	-

Page 232 of 351

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies", under Chapter titled Financial Statements beginning on page 227 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial statements for the period ending on September 30, 2025, Financial years 2024- 2025, Financial Year 2023-24 & Financial Year 2022-23. Our revenue and expenses are reported in the following manner:

Revenues

?‚? Revenue of operations

Our Company s revenue is primarily generated through following services-based activities across various regions. Services include:

?‚? Supervision and quality control

?‚? Pre- Bidding services

?‚? Preparation of Detailed Project report

?‚? Third Party Techno Financial Auditing

?‚? Other Income

Other Income includes Interest Received on FDR & Security Deposit, Machinery Rental Income, Interest Received on I.T. Refund, Sundry Balances Written-off, Surplus on Insurance Claim of CAR, Misc Income, Sundry Round off, Charges Reversal (Reversal of Earlier Years Charges Charged by Govt. Deptt. / Customers)

Expenditure

Our total expenditure primarily consists following expenses:

?‚? Employee benefit expense

The Employee benefit expense Salaries & Wages, Directors Remuneration, Staff Welfare Expenses, Provision for Leave Encashment, Provision for Gratuity.

?‚? Finance Cost

Finance cost include Bank charges, Interest to Banks.

?‚? Depreciation and Amortization Expenses

Depreciation and Amortization Expenses majorly includes depreciation on Property, Plant & Equipment.

?‚? Administration and Other Expenses

Other Expenses include major expenses on Professional Charges, Rent Expenses, Tour & Travelling & Conveyance Expenses, Vehicle Running & Maintenance Expenses, Power & Fuel Expenses, Charges by the Govt. Deptt. / Customers (Deficient Service), etc.

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STUB PERIOD ENDED 30 TH SEPTEMBER 2025 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

?‚? Total Income

Total Income for the period ended 30th September 2025, stood at Rs. 3,263.64 lakhs.

?‚? Revenue from operations

Revenue from operation for the period ended 30th September 2025, stood at Rs. 3,219.88 lakhs which is 98.66% of the Total Income.

?‚? Other Income

Other Income for the period ended 30th September 2025, stood at Rs. 43.76, which is 1.34% of the Total Income.

Expenditure

?‚? Total Expenses

Total Expenses for the period ended 30th September 2025, stood at Rs. 2,493.62 lakhs which is 76.41% of the Total Income which includes Employee benefit expense, Finance Cost, Depreciation and Amortization Expenses, Administration and Other Expenses .

?‚? Employment Benefit Expenses

Employment Benefit Expenses for the period ended 30th September 2025, stood at Rs. 422.98 lakhs which is 12.96% of the Total Income which includes Salaries and wages, Staff welfare expenses, Director Remuneration, Provision for Gratuity.

?‚? Finance Cost

Finance Cost for the period ended 30th September 2025, stood at Rs. 14.40 lakhs which is 0.44% of the Total Income which includes Interest on banks and bank charges.

?‚? Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the period ended 30th September 2025, stood at Rs. 36.40 lakhs which is 1.12% of the Total Income which include depreciation imposed on Property, Plant & Equipment.

?‚? Administration and Other Expenses

Other Expenses for the period ended 30th September 2025, stood at Rs. 2,019.85 lakhs which is 61.89% of the Total Income which includes Professional Charges, Power & Fuel Expenses, Rent Expenses, Office Maintenance Expenses, Vehicle Running & Maintenance Expenses, Tour & Travelling & Conveyance Expenses, which are 90.00%, 1.00%, 1.82%, 0.72%, 2.69%, 2.37% respectively of the Total other expenses.

?‚? Restated Profit before Tax

Restated profit before tax for the period ended 30th September 2025 stood at Rs. 770.03 lakhs which is 23.59% of the Total Income.

?‚? Tax Expense

Tax Expense for the period ended 30th September 2025, stood at Rs. 194.18 lakhs out of which Current Tax being Rs. 198.70 lakhs and Deferred Tax being Rs. (4.53) lakhs which are 6.09% and (0.14%) respectively of the Total Income.

?‚? Restated Profit after Tax

Restated profit after tax for the period ended 30th September 2025 stood at Rs. 575.85 lakhs which is 17.64% of the Total Income.

PERIOD ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

?‚? Total Income

Total Income for the Financial Year 31st March 2025, stood at Rs. 4,855.64 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs 2,694.49 Lakhs representing an increase of 80.21%.

Reason: The increase in the total income of the company is due to a significant increase in the revenue of the company.

?‚? Revenue of operations

Net revenue from operations for the Financial Year 31st March 2025, stood at Rs. 4,775.30 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs. 2,603.83 Lakhs representing an increase of 83.40%.

Reason: The increase in revenue during FY 2024 ?€“ 25 was mainly driven by government projects. The Company s revenue grew significantly compared to FY 2023 ?€“ 24, supported by the expansion of multiple service segments, including Supervision & Quality Control (SQC), Detailed Project Report (DPR) preparation, Pre-Bidding Advisory. The combination of service diversification and strong focus on government project engagements contributed to the overall revenue growth.

The Nature of work from where revenue is coming are as given below:

(Amount in Lakhs)

Nature of Work	FY 2024 - 25	FY 2023- 24
Supervision and quality control (SQC)	3,926.56	2,428.30
Detailed Project Report (DPR)	451.09	75.53
Pre-Bidding Advisory	240.02	100.00
Third Party Techno Financial Auditor	157.63	-
Total	4,775.30	2,603.83

?‚? Other Income

Other Income for the Financial Year 31st March 2025, stood at Rs. 80.34 Lakhs whereas in the Financial Year 31st March 2024 it stood at Rs. 90.66 Lakhs represent a decrease of 11.38%.

Reason: The decrease in the Company s other income is primarily due to a significant reduction in Sundry Balances Written-off and Charges Reversal. However, this was partly offset by an increase in interest income from FDRs and machinery rentals. As a result, the overall other income of the Company declined by 11.38%.

(Amounts in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Sundry Balances Written- off	-	3.33
Charges Reversal (Reversal of Earlier Years Charges Charged by Govt. Deptt. / Customers)	-	32.48
Interest Received on FDR & Security Deposit	62.76	50.79
Machinery Rental Income	12.00	2.95
Interest Received on I.T. Refund	5.59	1.12

Total	80.35	90.67

Expenditure

?‚? Total Expenses

Total Expenses for the Financial Year 31st March 2025, stood at Rs. 3,855.70 Lakhs whereas in the Financial Year 31st March 2024 it stood at Rs 2,232.64 Lakhs representing an increase of 72.70%.

Reason: The increase in total expenses on account of the increase in employee benefit expenses, depreciation and amortization expenses, administrative and other expenses.

?‚? Employee benefit expense

The Employee benefit expense for the Financial Year 31st March 2025, stood at Rs. 806.87 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs. 431.84 Lakhs representing an increase of 86.84%.

Reason: There was an increase in employee benefit expenses primarily due to a rise in salaries and wages, resulting from the hiring of additional employees and salary revisions for existing staff. The increase also includes higher remuneration paid to directors, increased gratuity expenses, and the addition of director sitting fees.

(Amounts in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Salaries, Wages	716.69	352.87
Directors Remuneration	72.95	68.40
Directors Sitting Fees	1.60	-
Contribution to Funds	0.51	-
Staff Welfare Expenses	5.24	3.69
Gratuity Expenses	9.88	6.88
Total	805.27	431.84

?‚? Finance Cost

The Finance Cost for the Financial Year on 31st March 2025, stood at Rs. 26.00 Lakhs whereas in the Financial Year 31st March 2024 it stood at Rs. 35.30 Lakhs representing a decrease of 26.36% from the previous years.

Reason: The decrease in finance costs during the year was mainly due to a reduction in bank charges.

(Amounts in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Bank Charges	15.54	26.93

?‚? Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Financial Year 31st March 2025, stood at Rs. 89.90 Lakhs whereas in the Financial Year 31st March 2024 it stood at Rs. 73.53 Lakhs representing an increase of 22.27%.

Reason: In the financial year 2024-25, the depreciation charged on fixed assets has increased due to a higher opening Written Down Value (WDV) compared to the WDV in the financial year 2023-24. Additionally, there have been additions of fixed assets during the financial year 2023-24 than in the previous year.

(Amount in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Opening balance	290.37	175.39

Addition	271.45	188.51
Deletion	-	-
Less - Depreciation	(89.90)	(73.53)
Closing balance of fixed assets	471.92	290.37

?‚? Administration and Other Expenses

The Other Expenses for the Financial Year March 31, 2024, stood at Rs. 2,932.92 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs. 1,691.96 Lakhs representing an increase of 73.34%.

Reason: The increase in " Administrative and Other Expenses " can be attributed primarily to a significant rise in Professional Expenses, which are directly linked to our operating revenue. Additionally, other contributors to the rise in expenses include Tour and Travel, Office Maintenance, and Power and Fuel costs.

The details of these expenses are outlined below:

(Amounts in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Professional Charges	2,518.40	1,378.96
Y-o-Y increase/(decrease)	82.63%
Tour & Travelling & Conveyance Expenses	100.52	61.30
Y-o-Y increase/(decrease)	63.97%
Office Maintenance Expenses	20.25	1.11
Y-o-Y increase/(decrease)	1,719.76%
Power & Fuel Expenses	34.69	26.21
Y-o-Y increase/(decrease)	32.36%

?‚? Restated Profit before Tax

The restated profit before tax for the Financial Year 31st March 2025, stood at Rs. 999.95 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs. 461.86 Lakhs representing an increase of 116.51%.

?‚? Tax Expense

Tax Expense for the Financial Year 31st March 2025, stood at Rs. 252.27 lakhs out of which Current Tax being Rs.

260.54 lakhs and Deferred Tax being Rs. (8.28) Lakhs whereas in financial year 31st March 2024 it stood at Rs

116.64 Lakhs out of which Current Tax being Rs. 120.82 lakhs and Deferred Tax being Rs. (4.18) Lakhs representing as increase of 116.29%.

Reason: The tax expenses increased over the financial year due to an increase in profit before tax therefore more tax expenses made in the financial year 2024-25 as compared to the financial year 2023-24.

?‚? Restated Profit after Tax

The restated profit after tax for the Financial Year 31st March 2025, stood at Rs. 747.68 Lakhs whereas in Financial Year 31st March 2024 it stood at Rs. 345.22 Lakhs representing an increase of 116.58%.

Reason:

(Amount in Lakhs)

Particulars	FY 2024- 25	FY 2023- 24
Revenue from Operation	4,775.30	2,603.83
Change in %	83.40%
Total Expense	3,855.70	2,232.64
Change in %	72.70%

Profit after tax	747.68	345.22
Pat Margin in %	15.62%	13.26%

Justification for increase in PAT:

PAT margin increased by 2.23%, from 13.26% in FY 2023 ?€“ 24 to 15.62% in FY 2024 ?€“ 25. The increase was mainly due to private projects received at good profit margins, reasons are mentioned below:

?‚? The Company earned good profit margins from private projects and it was done by our existing employees.

?‚? Most of the work was efficiently completed by existing employees using in-house resources and billing, this led to lower employee and project execution costs.

?‚? As a result, overall profitability improved, contributing to a higher PAT margin.

PERIOD ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

?‚? Total Income

Total Income for the Financial Year 31 st March 2024, stood at Rs. 2,694.49 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs 2057.43 Lakhs representing an increase of 30.96%.

Reason: The increase in the total income of the company is due to a significant increase in the revenue of the company and an increase in the other income of the company.

?‚? Revenue of operations

Net revenue from operations for the Financial Year 31 st March 2024, stood at Rs. 2,603.83 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs. 2,015.77 Lakhs representing an increase of 29.17%.

Reason: The increase in revenue caused by offering multiple services such as supervision, quality control, pre bidding advisory and DPR Preparation to clients across multiple regions like Andhra Pradesh, Assam, Bihar, Jammu Kashmir, Madhya Pradesh etc.

The Nature of work from where revenue is coming are as given below:

(Amount in Lakhs)

Nature of Work	FY 2023 - 24	FY 2022- 23
Supervision and quality control (SQC)	2,428.30	1,881.00
Detailed Project Report (DPR)	75.53	134.77
Pre-Bidding Advisory	100.00	-
Total	2,603.83	2,015.77

?‚? Other Income

Other Income for the Financial Year 31 st March 2024, stood at Rs. 90.66 Lakhs whereas in the Financial Year 31 st March 2023 it stood at Rs. 41.66 Lakhs represent an increase of 117.65%.

Reason: The increase in the other income of the company is due to a significant increase in Interest Received on FDR & Security Deposit, Machinery Rental Income, Sundry Balances Written-off and Charges Reversal of the company.

(Amounts in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23
Interest Received on FDR & Security Deposit	50.79	31.87
Machinery Rental Income	2.95	0.16

Sundry Balances Written- off	3.33	-
Charges Reversal (Reversal of Earlier Years Charges Charged by Govt. Deptt. / Customers)	32.48	-
Total	89.54	32.03

Expenditure

?‚? Total Expenses

Total Expenses for the Financial Year 31 st March 2024, stood at Rs. 2,235.76 Lakhs whereas in the Financial Year 31 st March 2023 it stood at Rs 1,715.24 Lakhs representing an increase of 30.35%.

Reason: The increase in total expenses on account of the increase in employee benefit expenses, depreciation and amortization expenses, finance costs, administrative and other expenses.

?‚? Employee benefit expense

The Employee benefit expense for the Financial Year 31 st March 2024, stood at Rs. 431.84 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs. 297.46 Lakhs representing an increase of 45.18%.

Reason: There was an increase in employee benefit expenses due to a significant rise in salaries and wages. This was a result of the hiring of additional employees and salary increments for existing staff. Additionally, the increase included higher remuneration for directors and increased gratuity expenses.

(Amounts in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23
Salaries, Wages	352.87	260.31
Directors Remuneration	68.40	30.60
Staff Welfare Expenses	3.69	6.54
Gratuity Expenses	6.88	-
Total	431.84	297.46

?‚? Finance Cost

The Finance Cost for the Financial Year on 31 st March 2024, stood at Rs. 35.30 Lakhs whereas in the Financial Year 31 st March 2023 it stood at Rs. 4.68 Lakhs representing an increase of 653.85% from the previous years.

Reason: The increase in finance costs was mainly due to interest on loans and bank charges, as the company significantly increased their total borrowing.

(Amounts in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23
Total Borrowings	104.72	59.55
Bank Charges	26.93	4.22
Interest on Loans	8.37	0.46

?‚? Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Financial Year 31 st March 2024, stood at Rs. 73.53 Lakhs whereas in the Financial Year 31 st March 2023 it stood at Rs. 56.33 Lakhs representing an increase of 30.52%.

Reason: In the financial year 2023-24, the depreciation charged on fixed assets has increased due to a higher opening Written Down Value (WDV) compared to the WDV in the financial year 2022-23. Additionally, there have been more additions of fixed assets during the financial year 2023-24 than in the previous year.

(Amount in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23
Opening balance	175.39	173.21
Addition	188.51	58.51
Deletion	-	-
Less - Depreciation	(73.53)	(56.33)
Closing balance of fixed assets	290.37	175.39

?‚? Administration and Other Expenses

The Other Expenses for the Financial Year March 31, 2024, stood at Rs. 1,691.96 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs. 1,346.77 Lakhs representing an increase of 25.63%.

Reason: The increase in " Administrative and Other Expenses " can be attributed primarily to a significant rise in Professional Expenses, which are directly linked to our operating revenue. Additionally, other contributors to the rise in expenses include Tour and Travel, Repair and Maintenance, and Power and Fuel costs.

The details of these expenses are outlined below:

(Amounts in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23
Professional Charges	1,378.96	1,020.08
Y-o-Y increase/(decrease)	35.18%
Tour & Travelling & Conveyance Expenses	61.30	44.72
Y-o-Y increase/(decrease)	37.08%
Repair & Maintenance	12.94	6.85
Y-o-Y increase/(decrease)	88.95%
Power & Fuel Expenses	26.21	18.01
Y-o-Y increase/(decrease)	45.51%

?‚? Restated Profit before Tax

The restated profit before tax for the Financial Year 31 st March 2024, stood at Rs. 461.86 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs. 352.19 Lakhs representing an increase of 31.14%.

?‚? Tax Expense

Tax Expense for the Financial Year 31st March 2024, stood at Rs. 116.63 lakhs out of which Current Tax being Rs.

120.82 lakhs and Deferred Tax being Rs. (4.19) Lakhs whereas in financial year 31st March 2023 it stood at Rs

88.64 Lakhs out of which Current Tax being Rs. 92.89 lakhs and Deferred Tax being Rs. (4.25) Lakhs representing as increase of 31.58%.

Reason: The tax expenses increased over the financial year due to an increase in profit before tax therefore more tax expenses made in the financial year 2023-24 as compared to the financial year 2022-23.

?‚? Restated Profit after Tax

The restated profit after tax for the Financial Year 31 st March 2024, stood at Rs. 345.22 Lakhs whereas in Financial Year 31 st March 2023 it stood at Rs. 263.55 Lakhs representing an increase of 30.99%.

Reason:

(Amount in Lakhs)

Particulars	FY 2023- 24	FY 2022- 23

Revenue from Operation	2,603.83	2,015.77
Change in %	29.17%
Total Expense	2,232.64	1,705.24
Change in %	30.93%
Profit after tax	345.22	263.55
Pat Margin in %	13.26%	13.07%

Justification for increase in PAT:

?‚? The company s revenue from operation increased significantly because of an expansion of services

across various regions, resulting in a remarkable growth of 29.17%.

?‚? Total Cost also rose due to a 30.93% increase in Employee Benefit Expenses, Administrative Expenses, and Depreciation & Amortization as compare to last year.

?‚? Despite this increase in costs, the company are able to improve its PAT margin to 13.26%, reflecting its ability to not only generate substantial revenue but also manage expenses efficiently.

INFORMATION REQUIRED AS PER ITEM (II) (C) (I) OF PART A OF SCHEDULE VI TO THESEBI REGULATIONS:

?‚? Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

?‚? Significant economic changes that materially affected or are likely to affect income from continuing operations.

Other than as described in the section titled Risk Factors beginning on page 29 of this Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

?‚? Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Other than as described in this Red Herring Prospectus, particularly in the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages 29 and 229 respectively, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations.

?‚? Income and Sales on account of major product/main activities

The income and sales of our Company on account of major activities derives from the business is carrying and forward activities.

?‚? Future changes in the relationship between costs and revenues, in case of events such as future increase in cost of service that will cause a material change are known.

Our Company s future costs and revenues can be indirectly impacted by an increase in the cost of services.

?‚? Future relationship between Costs and Income

Our Company s future costs and revenues will be determined by competition, demand/supply situation,interest rates quoted by banks & others.

?‚? The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.

?‚? Total turnover of each major industry segment in which the issuer company operates.

The Company operates in the infrastructure consultancy service. Relevant industry data, as available, has been included in the chapter titled " Our Industry " beginning on page 111 of this Red Herring Prospectus.

?‚? Status of any publicly announced new products or business segments.

Our Company has not announced any new services and segment / scheme, other than disclosure in this Red Herring Prospectus.

?‚? The extent to which the business is seasonal.

Our business is not seasonal in nature.

?‚? Competitive Conditions

We face competition from existing and potential competitors, which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in the section titled Our Business on page 135 of this Red Herring Prospectus.

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.

FINANCIAL INDEBTEDNESS

In terms of the Articles of Association of the Company, the Board is authorized to accept deposits from members either in advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the payment of any sum of moneys to be borrowed together with the moneys already borrowed including acceptance of deposits apart from temporary loans obtained from the Company s Bankers in the ordinary course of business, exceeding the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) or up to such amount as may be approved by the shareholders from time to time.

Our Company has obtained the necessary consents required under the relevant loan documentation with banks and financial institutions for undertaking activities, such as change in its capital structure, change in its shareholding pattern and change in promoter s shareholding which has a possible change in the management control of our Company.

For the period ended September 30, 2025, our Company has outstanding secured borrowings from banks and financial institutions comprising of Fund based (Secured) aggregating to Rs. 59.13 lakhs and Non-Fund based (Secured) aggregating to Rs. 1,222.85 lakhs as per the certificate issued by M/s Maheshwari Rajiv & Co., Chartered Accountants, dated December 02, 2025.

Set forth below is a brief summary of our aggregate borrowings from banks and financial institutions on a Standalone basis:

Fund Based - Secured Loans

(Amount in Lakhs)

S. No.	Name of persons/companies	Loan Amounts	Rate of Interest (per Annum)	Nature of Loan	Purpose of Loan	Tenure in Months	Outstandin g as on 30.09.2025
1	HDFC Bank Limited	35.00	9.10%	Long Term	Loan against Plant & Machinery	60	22.30
2	ICICI Bank Limited	30.08	9.10%	Long Term	Loan against vehicles	60	19.16
3	ICICI Bank Limited	7.00	8.90%	Long Term	Loan against vehicles	36	6.68
4	ICICI Bank Limited	9.10	10.00%	Long Term	Loan against vehicles	35	6.27
5	HDFC Bank Limited	6.12	9.10%	Long Term	Loan against vehicles	39	4.27
6	ICICI Bank Limited	30.00	9.42%	Short Term	Working Capital Overdraft Limit	On Demand	0.00
7	HDFC Bank Limited	100.00	9.10%	Short Term	Working Capital Overdraft Limit	On Demand	0.00
	TOTAL						59.13

Non-Fund Based ?€“ Secured Loans

(Amount in Lakhs)

S.No.	Category of Borrowing	Name of lenders	Sanctioned Amount	Utilised limit as on 30.09.2025
1.	Bank Guarantee	HDFC Bank Limited	1750.00	1098.88
2.	Bank Guarantee	ICICI Bank Limited	600.00	123.90

3.	Bank Guarantee	Punjab National Bank Limited	63.31	0.00
TOTAL				1,222.85

Unsecured Loans

(Amount in Lakhs)

Name of persons/companies	Loan Amounts	Rate of Interest	Nature of Loan	Nature of Tenure	Outstanding as on September 30, 2024
NIL

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SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except, as stated in this section and mentioned elsewhere in this Red Herring Prospectus there are no litigations including, but not limited to suits, criminal proceedings, civil proceedings, actions taken by regulatory or statutory authorities or legal proceedings, including those for economic offences, tax liabilities, show cause notice or legal notices pending against our Company, Directors, Promoters, Group Companies or against any other company or person/s whose outcomes could have a material adverse effect on the business, operations or financial position of the Company and there are no proceedings initiated for economic, civil or any other offences (including past cases where penalties may or may not have been awarded and irrespective of whetherthey are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013) other than unclaimed liabilities of our Company, and no disciplinary action has been taken by SEBI or any stock exchange against the Company, Directors, Promoters or Group Companies.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy adopted by our Board of Directors on November 20, 2024 for the purposes of disclosure, any pending litigation involving the Relevant Parties, other than criminal proceedings, actions by regulatory authorities and statutory authorities, including outstanding action, and tax matters, would be considered material where:

?‚? the claim/dispute amount, to the extent quantifiable, is equal to or in excess of 1% of the profits after tax of the Company (whichever is lower), as per the last restated financial statements of the Company for a complete Financial Year would be considered material for disclosure in this Red Herring Prospectus; and

?‚? the monetary impact is not quantifiable or the amount involved may not exceed the materiality threshold set out under (i) above, but an outcome in any such litigation would materially and adversely affect the Company s business, operations, cash flows, financial position or reputation of the Company.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In terms of the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which exceeds 10% of the total consolidated trade payables of the Company as per the latest restated financial statements of the Company shall be considered as material . Further, for outstanding dues to any party which is a micro, small or a medium enterprise (" MSME "), the disclosure will be based on information available with our Company regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory Auditor.

It is clarified that pre-litigation notices (other than those issued by governmental, statutory or regulatory authorities) received by our Company, our Directors shall not be considered as litigation until such time that any of our Company, our Directors, as the case may be, is made a party to proceedings initiated before any court, tribunal or governmental authority or any judicial authority, or is notified by any governmental, statutory or regulatory authority of any such proceeding that may be commenced.

All terms defined in a particular litigation disclosure pertain to that litigation only.

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?‚? LITIGATION INVOLVING OUR COMPANY

?‚? Litigation proceedings against our Company

?‚? Criminal Proceedings:

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Company.

?‚? Civil Proceedings:

Set our herein below are details of civil proceedings involving our Company:

M/s T.K. Engineering Consortium Pvt. Ltd. , is involved in ongoing litigation before the Hon ble Gauhati High Court. The principal case, W.P.(C) No. 3438/2022, has been filed by the Company against National Highways and Infrastructure Development Corporation Limited (NHIDCL) and other respondents, including Indian Technocart Ltd. , Marc Technocrats Pvt. Ltd. (in joint venture with Bloom Companies LLC), and various project officials of NHIDCL. The matter pertains to disputes arising from project execution and contractual issues under infrastructure works undertaken in the North-Eastern Region. The case was instituted on 23rd May 2022 and remains pending adjudication. As per the latest order dated 26th September 2025, passed by Hon ble Mr. Justice Kaushik Goswami, the Court directed that an additional affidavit filed by the petitioner on 25th September 2025 be placed on record and ordered the Registry to verify the same.

In addition to the above, an interim application bearing I.A. (Civil) No. 2840/2024 was filed by the Company in connection with the main writ petition against Marc Technocrats Pvt. Ltd. and other parties, which was disposed of on 18th September 2024 . The said application was heard and decided by the Hon ble Gauhati High Court, and no further proceedings have been reported in relation to this application as of the date of this report.

The pending writ petition represents a material legal exposure for the Company, primarily relating to contractual and operational disputes with NHIDCL and its associates. While no adverse orders have been passed at present, the matter remains sub judice, and the outcome could have financial and reputational implications depending upon the final judgment.

?‚? Actions taken by Statutory/Regulatory Authorities

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities initiated against our Company.

?‚? Tax Proceedings

Set our herein below are details of pending tax cases involving our Company:

FY 2019 ?€“ 20 to 2023 ?€“ 24

It was noted that M/s MARC Technocrats Limited (PAN: AAFCPM1991G1ZF) received a Summon under Section 131(1A) of the Income Tax Act, 1961, issued by the Office of the Deputy Director of Income Tax (Investigation) ?€“ Unit 6(2), Delhi, vide email communication dated 06.10.2025, requiring the Company s attendance and submission of specific documents pertaining to various financial years. The summons sought comprehensive details relating to

business operations, sources of income, computations of income with audited financials (Balance Sheet, Profit & Loss Account, Tax Audit Report, and annexures) for FYs 2019 ?€“ 20 to 2023 ?€“ 24, details of all bank accounts, party- wise statements of sales and purchases exceeding ?‚? 10 lakh (year-wise), and information regarding unsecured loans availed during the said period.

In compliance with the summons, the Company, through its authorised representative CA Sachinder Dixit (Membership No. 546199), duly filed its reply dated 14.10.2025, enclosing all requisite documents and explanations. The Company submitted copies of Audited Financial Statements and Profit & Loss Accounts for FYs 2019 ?€“ 20 to 2023 ?€“ 24, bank statements of all accounts, and tabulated details of parties having transactions exceeding

?‚? 10 lakhs during the said period. The reply was submitted both in hard copy and electronically to the Department, it appears that the Company has duly complied with the summons and there are no adverse remarks, tax demands, or penalties pending as of the date of this report. The matter is considered procedural and under routine verification by the Department.

FY 2017 ?€“ 18 to FY 2023 ?€“ 24

It was observed that the Income Tax Department, Office of the Assistant Director of Income Tax (Investigation)-2, Srinagar, has issued a Summons under Section 131(1A) of the Income-tax Act, 1961 to M/s MARC Technocrats Private Limited (PAN: AAFCM1991G). The summons, dated 18th April 2024, was issued under DIN & Letter No. ITBA/COM/F/17/2024-25/1064187523(1) by Shri Noor Uddin, DDIT (Inv)-2, Srinagar, seeking detailed financial information pertaining to FY 2017 ?€“ 18 to FY 2023 ?€“ 24.

The summon specifically requires the Company to furnish complete statements of accounts, financial statements, salary or professional/consultancy fee payments, and any other payments made or payable to Shri Pawan Kumar Sharma (PAN: CNMPS9111D) for the said period. The Company has also been directed to provide copies of any agreements, statements, or documents executed with the said individual during the mentioned financial years. As on date, the Company has duly filed its detailed response to the said summons along with the requisite supporting documents before the Income Tax Department.

GST Proceedings

FY 2017 ?€“ 18

During the review of statutory compliance records, it was noted that M/s MARC Technocrats Private Limited (GSTIN: 06AAFCM1991G1ZF ) was subjected to a scrutiny of returns for the Financial Year 2017 ?€“ 18 under Section 61 of the Haryana Goods and Services Tax Act, 2017 . The scrutiny was initiated by the Head Office, Haryana , based on specific risk parameters identified during data analysis. A notice in Form ASMT-10 dated 07.08.2023 was issued by the Proper Officer, Bahadurgarh, Jhajjar , seeking clarifications on multiple discrepancies observed between the returns and financial statements filed by the Company. The discrepancies included ?€” differences between turnover reported in GSTR-9C and audited financials; professional charges amounting to ?‚? 5.93 crore claimed in the Profit & Loss Account; mismatch of Input Tax Credit (ITC) of ?‚? 10.55 lakh between GSTR-3B and GSTR-2A; verification of tax payments under Reverse Charge Mechanism (RCM) of

?‚? 16.45 lakh; and contract/survey expenses totaling ?‚? 84.29 lakh. Additionally, a clarification was sought regarding a GST advance balance of ?‚? 5.47 lakh appearing in the balance sheet and a turnover difference of ?‚? 7.26 lakh attributed to interest income from fixed deposits.

The Company, represented by its Chartered Accountant Mr. Sachin Dixit , appeared before the authorities and filed a detailed reply in Form ASMT-11 on 31.08.2023 , providing documentary evidence in support of each query. It

was clarified that the turnover difference arose due to pre-GST service tax period transactions (April ?€“ June 2017) and interest income, while ITC mismatch was primarily due to supplier reporting errors, one of which was rectified by voluntarily paying the differential ITC and interest through Form DRC-03 (Challan No. 23080600201941). Supporting invoices and reconciliations for professional and contractual expenses were also furnished, along with proof of the advance GST balance reflected in the cash ledger.

After examining the submissions, the Proper Officer, Mr. Arvind Kumar, Excise & Taxation Officer-cum- Proper Officer, Bahadurgarh, Jhajjar , found the Company s response to be satisfactory . Accordingly, an Order in Form ASMT-12 , bearing Reference No. ZD060923001196L dated 01.09.2023 , was issued confirming acceptance of the Company s reply and closure of the scrutiny proceedings. The order conclusively stated that no further action was required in the matter. No pending tax liability or ongoing litigation under the GST Act was noted for the said period.

FY 2019 ?€“ 20

It was noted that M/s MARC Technocrats Limited (GSTIN: 06AAFCM1991G1ZF) received a Show Cause Notice (SCN) in Form GST DRC-01, bearing Reference No. ZD0609250357915, dated 23rd September 2025, issued by the Office of the Excise and Taxation Officer-cum-Proper Officer, Ward-5, Jhajjar (Rohtak), Haryana. The notice was issued under Section 74 of the Central Goods and Services Tax Act, 2017, for the Financial Year 2019 ?€“ 20, alleging short payment of tax, interest, and penalty aggregating to ?‚? 81,000 (comprising ?‚? 27,000 each towards CGST, SGST, and corresponding interest and penalty). In response to the said SCN, the Company promptly submitted its reply in Form GST DRC-06 dated 30th September 2025 (ARN: ZD0609250590490), acknowledging the tax position and confirming that the entire disputed demand had already been discharged. The reply was filed by Mr. Hitender Kumar, Managing Director, who provided details of payment along with supporting documents, including Form GST DRC-03 evidencing voluntary deposit of the disputed amount.

The Form DRC-03, filed on 30th September 2025 (ARN: AD060925023872W), confirms that the Company made full payment of the demand under Section 73(5) of the CGST/SGST Act, through the cash ledger (Debit Entry No. DC0609250167057), covering the tax, interest, and penalty components ?€” ?‚? 13,500 each under CGST and SGST. This voluntary payment was made against the said SCN to settle the issue without further adjudication. No demand pending in this case.

?‚? Disciplinary action taken by Statutory and Regulatory Authority.

Set our herein below are details of pending cases involving our Company

Employees Provident Fund (EPF) ?€“ Statutory Dues and Delayed Remittances

It was observed that M/s MARC Technocrats Private Limited has experienced delays in remittance of provident fund (PF) contributions under the Employees Provident Funds and Miscellaneous Provisions Act, 1952 for multiple months across the financial years 2024 ?€“ 25 and 2025 ?€“ 26 . The delay in payment has resulted in the levy of damages under Section 14B and interest under Section 7Q by the Employees Provident Fund Organisation (EPFO).

A review of the company s challan-wise and month-wise records revealed that the remittances were delayed by a period ranging between 4 to 26 days across different wage months. The following significant instances were noted:

?‚? For July 2025, the PF remittance (TRRN 2022508007019 / 240190825003641) was delayed by 4 days,

attracting damages and interest aggregating to ?‚? 182 across accounts I, II, X, and XXI.

?‚? For March 2025, a 4-day delay was observed, with total damages and interest aggregating to ?‚? 166.

?‚? For February 2025, a 19-day delay led to the highest monthly liability of ?‚? 247.

?‚? For January 2025, a 26-day delay resulted in a cumulative levy of ?‚? 282.

?‚? For December 2024 and November 2024, delays of 16 days and 13 days respectively resulted in

corresponding liabilities of ?‚? 232 and ?‚? 220.

Across the period reviewed, the total EPFO demand towards damages and interest (Sections 7Q & 14B) aggregates to approximately ?‚? 1,329 , in addition to the underlying PF remittances, which have already been paid. All delays have been subsequently regularised, and no outstanding balance is pending as on the date of reporting.

?‚? Other Material Litigations

As on the date of this Red Herring Prospectus, there are no other material litigations initiated against our Company.

?‚? Litigation by our Company

?‚? Criminal Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Company.

?‚? Civil and other Material Litigations

As on the date of this Red Herring Prospectus, there are no civil and other material litigation has been initiated by

our Company.

?‚? Other Material Litigations

As on the date of this Red Herring Prospectus, there are no other material litigations initiated by our Company.

?‚? LITIGATION INVOLVING OUR PROMOTERS

Cases filed against our Promoters

?‚? Criminal Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Promoters.

?‚? Civil Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings initiated against our Promoters.

?‚? Actions taken by Statutory/Regulatory Authorities

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities initiated against our promoters.

?‚? Tax Proceedings

Set our herein below are details of pending tax cases involving our promoters:

?‚? Mr. Norang Rai Loohach

Sr. No.	Name of the Promoter	Tax Proceedings
1.	Norang Rai Loohach (Non- Executive Director and Promoter of the company)	Under Section 143(1a) of the Income Tax Act, 1961, an income tax demand has been created against Mr. Norang Rai Loohach having for A.Y. 2009 involving an amount of Rs. 4320/- (Rupees Four Thousand Three Hundred Twenty Only). As on date of this report, the Current status reflecting on portal is as an Extinguished Demand.

?‚? Disciplinary action against our Promoters by SEBI or any stock exchange in the last five (05) fiscals

As on date of this Red Herring Prospectus, no disciplinary action including penalty imposed by SEBI or stock exchanges has been initiated against our promoters in the last five Fiscals including any outstanding action.

?‚? Other Material Litigations

As on the date of this Red Herring Prospectus, there are no other material litigations initiated against our Promoters.

Cases filed by our Promoters

?‚? Criminal Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Promoters.

?‚? Civil and Other Material Litigations

As on the date of this Red Herring Prospectus, there are no outstanding material litigation initiated by our Promoters.

?‚? LITIGATION INVOLVING OUR DIRECTORS OTHER THAN PROMOTER

Cases filed against our directors other than the promoters

?‚? Criminal Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our directors.

?‚? Civil Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings initiated against our directors.

?‚? Actions taken by Statutory/Regulatory Authorities

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities initiated against our directors.

?‚? Tax Proceedings

As on the date of this Red Herring Prospectus, below are the tax proceedings initiated against our Directors.

?‚? Paramvir Singh (Independent Director)

Sr. No.	Name of the Director	Tax Proceedings
1.	Paramvir Singh (Independent Director)	(I) Under Section 143(1a) of the Income Tax Act, 1961, an income tax demand has been created against Mr. Paramvir Singh having Demand Reference No. 2023202337195239561T for A.Y. 2023-24 involving an amount of Rs. 38,790/- (Rupees Thirty-Eight Thousand Seven Hundred Ninety Only). As on date of this report, the payment is still pending. (II) Under Section 154 of the Income Tax Act, 1961, a rectification order demanding outstanding tax liability has been issued against Mr. Paramvir Singh having Demand Reference No. 2022202237127848343T for A.Y. 2022-23 involving an amount of Rs. 39,360/- (Rupees Thirty- Nine Thousand Three Hundred Sixty Only). As on date of this report, the response or payment is still pending.

?‚? Disciplinary action taken by SEBI or stock exchanges

As on the date of this Red Herring Prospectus, no disciplinary action by the SEBI or Stock Exchanges initiated

against our directors.

?‚? Other Material Litigations

As on the date of this Red Herring Prospectus, there are no other material litigations initiated against our director.

Cases filed by our directors other than promoters

?‚? Criminal Proceedings

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our directors.

?‚? Other Material Litigations

As on the date of this Red Herring Prospectus, there are no other material litigations initiated by our directors.

?‚? LITIGATION INVOLVING OUR SUBSIDIARY

As on date of this Red Herring Prospectus, our Company does not have any subsidiary company.

?‚? LITIGATION INVOLVING OUR GROUP COMPANIES .

As on the date of this Red Herring Prospectus, our Company does not have any group entities.

?‚? LITIGATIONS INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

?‚? Criminal litigations involving our Key Managerial Personnel and Senior Management

?‚? Criminal litigations against our Key Managerial Personnel and Senior Management

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our KMP and SMP.

?‚? Criminal litigations by our Key Managerial Personnel and Senior Management

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our KMP and SMP.

?‚? Actions by Statutory or Regulatory Authorities against our Key Managerial Personnel and Senior Management

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by the Statutory or Regulatory Authorities against our Key Managerial Personnel and Senior Management.

?‚? OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS

As per the materiality policy of our Company, a creditor of our Company, shall be considered material ( " Material Creditor " ) for disclosure in this Red Herring Prospectus, if an amount due to such creditor exceeds 10% of the total consolidated trade payables.

As on September 30, 2025, our company as per the Micro, Small, Medium Enterprises Development Act, 2006, Details of amounts outstanding to MSME and other creditors is as follows:

(Amount in Lakhs)

PARTICULARS	As at September 30, 2025	As at 31 st March 2025	As at 31 st March 2024	As at 31st March 2023
Micro, Small and Medium Enterprises	-	-	-	-
Other Creditors	318.95	174.85	226.61	212.33
Total	318.95	174.85	226.61	212.33

Complete details of outstanding dues to our creditors as at September 30, 2024 is available at the website of our Company i.e. https://www.mtplonline.in It is clarified that information provided on the website of our Company is not a part of this Red Herring Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any other source of information, including our Company s website, https://www.mtplonline.in would be doing so at their own risk. For further details, please refer to the section titled " Financial Information " on page 227 of this Red Herring Prospectus.

?‚? MATERIAL DEVELOPMENT OCCURRING AFTER LAST BALANCE SHEET DATE I.E., SEPTEMBER 30, 2025

Except as disclosed in the section titled " Management s Discussion and Analysis of Financial Condition and Results of Operations of our Company " beginning on page number 229 of this Red Herring Prospectus, in the opinion of our Board, there have not arisen, since the date of the last financial statements disclosed in this Red Herring Prospectus, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of its assets or its ability to pay its material liabilities within the next 12 months.

?‚? DISCLOSURES PERTAINING TO WILFUL DEFAULTERS

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or are currently pending against any of them.

We certify that except as stated herein above:

?‚? There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs by our Company, promoters, group entities, companies promoted by the promoters during the past three years.

?‚? There are no cases of litigation pending against the Company or against any other Company in which Directors are interested, whose outcome could have a materially adverse effect on the financial position of the Company.

?‚? There are no pending litigation against the Promoters/ Directors in their personal capacities and also involving violation of statutory regulations or criminal offences.

?‚? There are no pending proceedings initiated for economic offences against the Directors, Promoters, Companies and firms promoted by the Promoters.

?‚? There are no outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and finances of the Company including disputed tax liability or prosecution under any enactment.

?‚? The Company, its Promoters and other Companies with which promoters are associated have neither been suspended by SEBI nor has any disciplinary action been taken by SEBI.

?‚? There is no material regulatory or disciplinary action by SEBI, stock exchange or regulatory authority in the past five year in respect of our promoters, group company s entities, entities promoted by the promoters of our company.

?‚? There are no status of criminal cases filed or any investigation being undertaken with regard to alleged commission of any offence by any of our Directors. Further, none of our Directors has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc.

?‚? The issue is in compliance with applicable provision of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2018.

?‚? Neither the Company nor any of its promoters or directors is a willful defaulter.