Marc Technocrats Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 19th Annual Report of Marc Technocrats Limited ("the Company") together with the Audited Standalone Financial Statements for the Financial Year ended 31 March 2026.

The Financial Year 2025-26 marks a historic milestone in the Companys journey with the successful completion of its Initial Public Offering ("IPO") and the listing of its Equity Shares on the NSE EMERGE Platform of the National Stock Exchange of India Limited on 24 December 2025. The successful listing has strengthened the Companys capital base, enhanced its market visibility and reinforced the confidence of investors in the Companys business model, governance standards and long-term growth strategy.

During the year under review, the Company continued to strengthen its position in the engineering consultancy and infrastructure services sector by expanding its project portfolio, improving operational efficiencies and maintaining strong financial performance. The Board remains committed to sustainable growth, sound corporate governance, prudent financial management and creating long-term value for all stakeholders.

The Directors sincerely thank all shareholders, customers, employees, bankers, business associates, regulatory authorities and other stakeholders for their continued trust, confidence and unwavering support.

1) FINANCIAL HIGHLIGHTS

The financial performance of the Company for the Financial Year ended March 31, 2026, as compared with the previous financial year, is summarized below:

Particulars	FY 2025-26 (1 in Lakhs)	FY 2024-25 (1 in Lakhs)
Revenue from Operations	6,972.82	4,787.30
Other Income	179.70	68.34
Total Income	7,152.52	4,855.64
Profit Before Tax	1,420.54	1,009.83
Profit After Tax	1,056.35	757.53
Earnings Per Share (Basic & Diluted) (1)	7.23	5.55
Net Worth	6,924.21	2,815.44
Paid-up Equity Share Capital	1,731.34	1,364.38

The Company delivered another year of strong operational and financial performance during FY 2025-26. Revenue from operations increased significantly over the previous year, supported by robust execution of consultancy assignments and continued business growth. Profitability also improved, reflecting efficient project execution, disciplined cost management and improved operational efficiencies.

The successful completion of the Initial Public Offering during the year substantially strengthened the Companys capital base and net worth, positioning the Company for sustainable long-term growth and expansion.

2) WEBLINK FOR ANNUAL RETURN

The annual return of the company may be viewed at https://mtplonline.in/financial-report.php as per the provisions of section 92 of the companies Act, 2013

3) MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 08 times during the financial year 2025-2026. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. The Details of the meeting has been provided below

BOARD MEETINGS

S. No	Date of meeting (DD/MM/ YYYY)	Total Number of directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	10/05/2025	6	6	100
2.	16/05/2025	6	6	100
3.	04/09/2025	6	6	100
4.	30/09/2025	6	6	100
5.	14/10/2025	6	6	100
6.	16/10/2025	6	6	100
7.	15/11/2025	6	6	100
8.	22/12/2025	6	6	100

AUDIT COMMITTEE MEETINGS

s. No	Date of meeting (DD/MM/ YYYY)	Total Number of Members as on the date of meeting	Attendance
			Number of Members attended	% of attendance
1.	16/05/2025	3	3	100
2.	04/09/2025	3	3	100
3.	14/10/2025	3	3	100
4.	16/10/2025	3	3	100

NOMINATION & REMUNERATION COMMITTEE MEETINGS

S. No	Date of meeting (DD/MM/ YYYY)	Total Number of Members as on the date of meeting	Attendance
			Number of Members attended	% of attendance
1.	10/05/2025	3	3	100

4) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2026, the applicable Indian Accounting Standards (Ind AS), to the extent applicable, and other applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the Financial Year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Financial Statements on a going concern basis.

5. The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

5) STATE THE DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no Frauds reported by the auditors under sub section 12 of Section 143 of the company. No frauds are found which are required to be reportable to the Central Government.

6) DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(61

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the said Act and the rules made thereunder.

7) DISCLOSURE FOR COMPANIES COVERED UNDER SECTION 17811) ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING OTHER MATTERS PROVIDED UNDER SECTION 178(31

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013, read with the applicable provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee of the Board. The composition of the Committee is in conformity with the requirements of the Act and the rules made thereunder.

In terms of Section 178(3) of the Act, the role of the Committee, inter alia, includes the following:

1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

3. Devising a policy on diversity of the Board of Directors.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria, laid down, and recommend to the Board of Directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

Accordingly, The Meetings of the Committee shall be held at such regular intervals as may be required. The quorum will be either two members or one third of the members of the Nomination and Remuneration Committee whichever

is greater, including at least one independent director.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

8) EXPLANATIONS /COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS

Auditors Remarks

NA

Secretarial auditors remarks

NA

9) LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments made by the company exceeding the limits prescribed under section 186 of the companies Act, 2013 during the year under review

10) DESCRIPTION OF STATE OF COMPANYS AFFAIRS

Marc Technocrats Limited is engaged in providing Engineering Consultancy, Project Management Consultancy (PMC), Independent Engineer Services, Authoritys Engineer Services, Detailed Project Report (DPR) preparation, Supervision Consultancy, Project Management Unit (PMU) services and other specialized technical consultancy services for highways, roads, bridges and infrastructure development projects.

The Financial Year 2025-26 has been a landmark year in the Companys history. Besides successfully completing its Initial Public Offering and getting listed on the NSE EMERGE Platform, the Company continued to strengthen its operational capabilities, expand its geographical presence and execute several prestigious infrastructure consultancy assignments across India.

As on March 31, 2026, the Company had 72 ongoing consultancy assignments with an aggregate order value of approximately Rs421.30 Crore, providing strong revenue visibility for the coming years. The Companys diversified project portfolio comprises:

• 48 Supervision Consultancy Projects

• 17 DPR Assignments

• 6 Project Management Consultancy (PMC) Assignments

• 1 Project Management Unit (PMU) Assignment

The Company is currently executing projects for various Central and State Government organizations including

National Highways Authority of India (NHAI), Ministry of Road Transport & Highways (MoRTH), National Highways & Infrastructure Development Corporation Limited (NHIDCL), Border Roads Organisation (BRO), Maharashtra State Road Development Corporation (MSRDC), State Public Works Departments (PWDs) and several other Government agencies.

The Companys operations extend across multiple States including Maharashtra, Uttar Pradesh, Rajasthan, Bihar, Haryana, Himachal Pradesh, Uttarakhand, Telangana, Andhra Pradesh, Assam, Arunachal Pradesh and the Union Territory of Jammu & Kashmir, reflecting its strong pan-India presence.

During the year under review, the Company recorded Revenue from Operations of Rs6,972.82 Lakhs as against 14,787.30 Lakhs in the previous financial year, registering healthy growth. Profit After Tax stood at 11,056.35 Lakhs compared to 1757.53 Lakhs in the previous year, demonstrating the Companys operational efficiency, disciplined execution capabilities and prudent financial management.

The successful completion of the Initial Public Offer has significantly strengthened the Companys capital structure, enhanced its net worth and improved its financial flexibility to pursue future expansion, invest in advanced equipment, strengthen working capital and capitalize on emerging opportunities in the infrastructure consultancy sector.

Your Directors remain optimistic about the Companys long-term growth prospects considering the continued focus of the Government of India on infrastructure development through initiatives such as PM Gati Shakti, Bharatmala, National Infrastructure Pipeline (NIP), Smart Cities Mission and increased public capital expenditure. Backed by an experienced management team, healthy order book, strong client relationships and sound financial

position, the Company is well positioned to create sustainable value for all its stakeholders.

11) INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING

The Financial Year 2025-26 marked a defining milestone in the history of the Company with the successful completion of its Initial Public Offering ("IPO") and the listing of its Equity Shares on the NSE EMERGE Platform of the National Stock Exchange of India Limited.

The Company received the In-Principle Approval from the National Stock Exchange of India Limited for listing of its Equity Shares on the NSE EMERGE Platform vide its approval letter dated 01 April 2025.

Pursuant to the Prospectus, the Company successfully completed its Initial Public Offering comprising a Fresh Issue of 36,69,600 Equity Shares of face value L10 each at an Issue Price of L93 per Equity Share (including a premium of L83 per Equity Share) aggregating to approximately

134.13 Crore. In addition, 9,09,600 Equity Shares were offered for sale by the Selling Shareholder under the Offer for Sale (OFS) portion of the Issue.

The IPO received an encouraging response from investors, reflecting confidence in the Companys business fundamentals, growth strategy and long-term prospects.

The Board of Directors allotted the Equity Shares on 22 December 2025, and the Equity Shares were listed and admitted to dealings on the NSE EMERGE Platform with effect from 24 December 2025.

The successful listing has significantly strengthened the Companys capital base, enhanced its financial flexibility, improved corporate visibility and widened its shareholder base. The proceeds from the Fresh Issue will support the Companys long-term growth strategy by funding capital expenditure, strengthening working capital and meeting general corporate purposes in accordance with the objects of the Issue.

The Board places on record its sincere appreciation to all investors, merchant bankers, legal advisors, statutory auditors, registrar to the issue, bankers, regulatory authorities, intermediaries and all other stakeholders whose valuable support contributed to the successful completion of the Companys maiden public issue and listing.

12) UTILIZATION OF IPO PROCEEDS

The Company confirms that the proceeds raised through the Initial Public Offer ("IPO") are being utilised in accordance with the objects stated in the Red Herring Prospectus dated December 10, 2025. Pending utilisation, the unutilised IPO proceeds have been temporarily invested in fixed deposits/ current accounts in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there has been no deviation or variation in the utilisation of the proceeds raised through the Initial Public Offer during the Financial Year ended March 31, 2026.

The details of utilisation of the IPO proceeds as on March 31, 2026 are as under:

Particulars	Amount Allocated (1)	Amount Utilised (1)	Amount Unutilised (1)
Funding Capital Expenditure for purchase of Equipment/Machineries	10,25,45,000	Nil	10,25,45,000
Funding Working Capital Requirements	17,50,00,000	Nil	17,50,00,000
General Corporate Purposes	2,37,28,000	Nil	2,37,28,000
Issue Expenses	4,00,00,000	4,00,00,000	-
Total	34,12,73,000	4,00,00,000*	30,12,73000

*Total shares issued were 4579200 out of which 909600 were offer for sale and balance 3669600 was fresh issue. Actual total issue expenses incurred were Rs. 4.04 crore towards fresh issue and offers for sale. The amount of expenses for Rs. .80 crore attributable to offer for sale (constituting 19.86% of total expenses) has been recovered by the company from the selling shareholders.

The Company has utilised the IPO proceeds only towards issue-related expenses up to March 31, 2026. The balance unutilised proceeds amounting to L30.12 crore have been temporarily invested in fixed deposits/ current accounts and other permitted investment avenues, pending utilisation for the objects of the Issue, in accordance with the Prospectus and applicable regulatory requirements.

The Board confirms that the utilisation of the IPO proceeds is periodically reviewed by the Audit Committee and the Board of Directors. The Company shall continue to utilise the balance proceeds strictly in accordance with the objects

stated in the Prospectus.

13) DISCLOSURE RELATING TO AMOUNTS IF ANY WHICH IS PROPOSED TO CARRY TO ANY RESERVES

During the Financial Year under review, the Board of Directors has not proposed to transfer any amount to the

General Reserve. The entire profit for the year forms part of the Surplus under the head Reserve and Surplus in the Financial Statements.

14) DISCLOSURES RELATING TO AMOUNT RECOMMENDED TO BE PAID AS DIVIDEND

With a view to conserving resources for meeting the Companys growth plans, expansion of business operations and strengthening its financial position, your Directors have decided that it would be prudent to retain the profits of the Company for future business requirements.

Accordingly, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2026.

The Board believes that retention of earnings at this stage will support the Companys long-term growth strategy and enhance sustainable value creation for its shareholders.

15) DETAILS OF MATERIAL CHANGES AND COMMITMENT OCCURRED DURING PERIOD BETWEEN THE END OF FY AND THE DATE OF REPORT. AFFECTING FINANCIAL POSITION OF COMPANY

In terms of Section 134(3)(1) of the Companies Act, 2013, your Directors state that there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year i.e., March 31, 2026 and the date of this Report, except those disclosed elsewhere in this Annual Report.

The Company continues to operate its business in the ordinary course, and no event has occurred after the balance sheet date which would have a material impact on the financial statements or require any adjustment or disclosure under the applicable Accounting Standards.

16) DISCLOSURE OF STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy to identify, evaluate and mitigate various risks which could affect its business operations.

The Policy lays down a framework for:

• Identifying internal and external risks relevant to the Companys business,

• Assessing their potential impact,

• Developing mitigation plans, and

• Monitoring and reporting the same to the Board.

The Board of Directors is satisfied that the Company has established a robust system to monitor and manage risks in key areas such as operations, financial reporting, compliance, legal, environmental, information technology, and strategic matters.

At present, no major risks have been identified which may threaten the existence of the Company.

17) DETAILS ON POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING YEAR

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were applicable to the Company during the financial year 2025- 26. The Company remains committed towards undertaking CSR activities in the areas of social welfare, health and education for the benefit of society at large.

During the financial year under review, the Company was required to spend an amount of 112,19,940/- towards CSR activities. Against the said obligation, the Company has spent 112,39,844/- on eligible CSR activities. Accordingly, there was no shortfall in CSR expenditure during the year. The CSR initiatives undertaken by the Company were in accordance with Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company. Annual CSR report is annexed to this report as ANNEXURE-I.

18) DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014

a) Details regarding technology absorption as per Rule 8(3)(B)

The Management of your company is committed to adoption of latest technology in all spheres of companys operations. The Company has not imported any technology during last three financial years. There was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology. There are no specific efforts made toward technology absorption.

b) Details regarding energy conservation as per Rule 8(3) (A)

Your Management is committed to Conservation of Energy. However, as the companys in engaged in civil engineering services, there is no much scope for conservation of energy. The company uses high quality machinery and equipments which result in low power consumption. There are no steps taken for conservation of energy except use of LED, solar lights etc. There are no major resultant impact on conservation of energy. The company has not taken any steps for utilising alternate source of energy as there is no such scope. There is no capital investment on energy conservation equipment.

c) Details regarding foreign exchange earnings and outgo as per Rule 8I3UC1

The Foreign Exchange earnings and outgo during the financial period ended 31^st March, 2026 is as follows:

Particulars	31st March, 2026	31st March, 2025
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

19) DISCLOSURE OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. TOINT VENTURES OR ASSOCIATE COMPANIES DURING YEAR

During the financial year ended 31st March, 2026, the Company did not have any subsidiary or associate company.

The Company continues to participate in the Joint Venture namely Bloom and Marc Co., constituted with Bloom Infrastructure and Logistics (India) Private Limited for execution of specific infrastructure consultancy and project supervision assignments. The details of the Joint Venture are as under:

BLOOM AND MARC CO.

Sr No. Joint venture partner	Share	Purpose
1. Bloom Infrastructure and Logistics (India) Pvt. Ltd.	70%	Completion of Proposal ("RFP") for Project Supervision Services at Dimapur-Kohima New BG Line: Dhansiri (Dimapur) - Zubza (Kohima) New BG Railway Line Project from KM 44 to KM 82.50 (Phase - III) involving engineering works (total length 38.50 kms).
2. Marc Technocrats Limited	30%

The details are given in Form Aoc-1 as ANNEXURE-II to the board report.

Further, the company has also entered into unincorporated jointventure/ association/ Memorandum ofUnderstanding (MOUs) as per government tender perspective which are technical in nature for the completion of various projects.

There was no company which became or ceased to be a subsidiary, joint venture or associate company of the Company during the financial year 2025-26.

20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report, covering, inter alia, the industry structure and developments, business overview, opportunities and outlook, risks and concerns, internal control systems, financial performance, key financial ratios, human resources and other matters, forms an integral part of this Annual Report as Annexure-III.

The Management Discussion and Analysis Report provides a comprehensive review of the Companys operational and financial performance during the Financial Year 2025-26 together with the managements perspective on future business opportunities and challenges.

21) CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Equity Shares of the Company are listed on the NSE EMERGE Platform.

Accordingly, the Company is not required to furnish a separate Corporate Governance Report for the Financial Year ended March 31, 2026.

Nevertheless, the Company remains committed to maintaining the highest standards of corporate governance, transparency, ethical business practices and regulatory compliance. The Board of Directors believes that good corporate governance is fundamental to enhancing longterm shareholder value and safeguarding the interests of all stakeholders.

22) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Anurag Jain & Associates, Company Secretaries (ICSI Peer Review Certificate No. 5015/2023), to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2026.

The Secretarial Audit Report issued by the Secretarial Auditor for the Financial Year ended March 31, 2026 is annexed to this Boards Report as ANNEXURE-IV.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments of the Board are required under Section 134(3)(f) of the Companies Act, 2013.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s Anurag Jain & Associates, Company Secretaries (ICSI Peer Review Certificate No. 5015/2023), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from the Financial Year 2026-27 and ending with the Financial Year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received the written consent and a certificate confirming that M/s Anurag Jain & Associates satisfies the eligibility criteria prescribed under the Companies Act, 2013 and the applicable Rules made thereunder and is eligible for appointment as the Secretarial Auditor of the Company. The proposed appointment forms part of the Notice convening the ensuing Annual General Meeting.

23) OPINION OF THE BOARD ON INTEGRITY. EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors of the Company possess requisite integrity, expertise, experience and proficiency as required under the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The Independent Directors bring with them significant experience in the fields of finance, accounting, taxation, corporate governance, administration, management and other allied areas. Their diverse knowledge, business acumen and professional expertise enable them to provide valuable guidance and independent judgment on matters concerning strategy, performance, risk management, governance and regulatory compliance.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

The Board has also assessed the proficiency of the Independent Directors based on their qualifications, experience, expertise, track record, contribution during Board and Committee meetings and understanding of the Companys business operations and is satisfied that they possess the necessary competencies and capabilities to effectively discharge their duties and responsibilities as Independent Directors of the Company.

24) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the nature, size and complexity of its business operations.

The Internal Financial Controls are designed to provide reasonable assurance regarding the reliability of financial reporting, preparation of financial statements, safeguarding of assets, prevention and detection of frauds and errors, compliance with applicable laws and regulations, and the orderly and efficient conduct of business.

The Audit Committee periodically reviews the adequacy and effectiveness of the Internal Financial Controls and monitors the implementation of recommendations arising from internal and statutory audit observations.

Based on the evaluation carried out by the Management and the review by the Audit Committee, the Board of Directors is of the opinion that the Internal Financial Controls of the Company were adequate and operating effectively during the Financial Year ended March 31, 2026, and no material weakness was observed in the design or operation of such controls.

25) A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION 111 OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the maintenance of cost records and the requirement of cost audit are not applicable to the Company considering the nature of its business activities

26) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 131 OF 2016) DURING

THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year under review, no application was made, nor was any proceeding pending, against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Accordingly, there was no proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2026.

27) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Pursuant to Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Company confirms that no One Time Settlement (OTS) was entered into with any Bank or Financial Institution during the Financial Year under review.

Accordingly, there was no difference between the amount of valuation done at the time of One Time Settlement and the valuation done while availing loans from Banks or Financial Institutions, and hence, the disclosure prescribed under the aforesaid Rules is not applicable to the Company.

28) DISCLOSURE OF CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company.

The Company continued to carry on its existing business of providing Engineering Consultancy, Project Management Consultancy (PMC), Independent Engineer Services, Authoritys Engineer Services, Detailed Project Report (DPR) preparation, Supervision Consultancy, Project Management Unit (PMU) services and other allied infrastructure consultancy services.

Accordingly, the disclosure required under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 has been duly complied with.

29) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING YEAR

(i) During the Financial Year ended March 31, 2026, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company. No Director or Key Managerial Personnel was appointed, re-appointed, resigned, retired, removed or ceased to hold office during the year under review.

In accordance with the relevant provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has an appropriate mix of Executive Directors, Non-Executive Directors, and Independent Directors. The Board consists of 6 directors out of which 3 are executive directors, 2 are independent directors and 1 is non-independent nonexecutive director. The Board includes Mrs. Suman Rathee, in compliance with the requirement to have a woman director. The list of directors and KMPs as, on March 31, 2026, are as under:

Accordingly, as on 31st March. 2026, the Board of Directors and Key Managerial Personnel of the Company comprised of:

Mr. Hitender Kumar - Managing Director

Ms. Suman Rathee- Director

Mr. Vijay Kumar- Whole Time Director

C A Ramesh Sah- Independent Director

Mr. Paramvir Singh- Independent Director

Mr. Norang Rai Loohach- Director

Ms. Chetna - Company Secretary

Mr. Rohit Kumar - Chief Financial Officer

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

(ii) Retirement by Rotation

In Accordance to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors are not subject to retirement by rotation and serve for a fixed period of office that does not exceed five years from the date of appointment. Accordingly, pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Suman Rathee (DIN- 06441742), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

The Board of Directors recommend her reappointment. The annexure to the notice calling the upcoming Annual General Meeting contains a brief regarding Mrs. Suman Rathee (DIN- 06441742), who is recommended for re-appointment. This information is required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30) OTHER DISCLOSURES RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT UNDER RULE 8151.

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review.

Accordingly:

• no deposits were accepted during the year;

• no deposits remained unpaid or unclaimed as at March 31, 2026;

• there was no default in repayment of deposits or payment of interest thereon; and

• no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) in respect of deposits.

Accordingly, the disclosure requirements relating to deposits under Chapter V of the Companies Act, 2013 are nof applicable to the Company.

31) DISCLOSURE FOR COMPLIANCE WITH OTHER STATUTORY LAWS

a. A statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has constituted Internal Complaints Committee (ICC) pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013. The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

b. Number of Sexual Harassment Complaints received: 0

c. Number of Sexual Harassment Complaints disposed of: 0

d. Number of Sexual Harassment Complaints beyond 90 days.: 0

Statement that the company has complied with Maternity Benefit Act.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

e. Number of employees as on the closure of financial year

1 Female	Male	Transgender 1
I ii I	182	1 0 1

32) SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

The Board confirms that the Company has complied with the applicable Secretarial Standards in conducting its Board Meetings, Committee Meetings and General Meetings during the Financial Year ended March 31, 2026.

33) VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures that all genuine concerns are investigated in a fair, transparent and confidential manner.

34) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed M/s Bhattacharya & Associates, Chartered Accountants, (FRN- 307182E), as Internal Auditor of the Company on 28th April, 2026.

The requirement for appointment of an Internal Auditor became applicable to {he Company consequent upon its listing on the NSE SME Platform on 24^th December, 2025. The Internal Auditor conducts periodic reviews of the adequacy and effectiveness of the internal control systems and submits reports to the Audit Committee and the Board for their review and consideration. The internal auditor have duly submitted their report to the board of directors.

During the year under review, the Board was satisfied that the internal financial controls were adequate and operating effectively.

35) CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the Financial Year ended March 31, 2026, there was no change in the Registered Office of the Company. The Registered Office of the Company continues to remain at its existing address.

36) DIRECTORS COMMENTS ON OUALIFICATION1S). RESERVATIONS OR ADVERSE REMARK1S1 OF THE AUDITORS

The Statutory Auditors Report on the Standalone Financial Statements for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Secretarial Audit Report issued by the Secretarial Auditor also does not contain any qualification, reservation, adverse remark or disclaimer.

Accordingly, no explanation or comments of the Board are required under Section 134(3)(f) of the Companies Act, 2013.

37) STATUTORY AUDITORS

M/ s Sachinder Dixit & Co., Chartered Accountants (Firm Registration No. 031941N), resigned as the Statutory Auditors of the Company, due to non-holding of peer review certificate, resulting in a casual vacancy in the office of Statutory Auditors.

Pursuant to the recommendation of the Audit Committee and in accordance with the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013, the Board of Directors appointed M/s Maheshwari Rajiv & Co., Chartered Accountants (Firm Registration No. 007115N), having Peer Review Certificate No. 015954, as Statutory Auditors of the Company to fill the casual vacancy. The appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

M/s Maheshwari Rajiv & Co., Chartered Accountants, have conducted the statutory audit of the financial statements of the Company for the financial year ended 31st March, 2026. They retire at the upcoming annual general meeting.

The board of directors of your company, on the recommendation of the Audit Committee, propose to appoint M/s Chhabra Amit and Associates, Chartered Accountants (FRN-031563N and peer review certificate no. 026037) as statutory auditors of the company for a period of five years.

The Company has received written consent and a certificate from M/s Chhabra Amit and Associates, Chartered Accountants, confirming that their appointment, if approved by the shareholders, shall be in accordance with the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

38) DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(21 OF THE COMPANIES {APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014

The disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Boards Report as ANNEXURE-V.

Further, the statement containing particulars of employees as prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed to this Boards Report as part of ANNEXURE-V.

During the Financial Year ended March 31, 2026, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39) RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year ended March 31, 2026 were in the ordinary course of business and on an arms length basis, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for its review and approval. The Policy on Related Party Transactions approved by the Board is available on the website of the Company at www. mtplonline.in.

There were no materially significant Related Party Transactions entered into during the Financial Year which could have had a potential conflict with the interests of the Company.

The requisite disclosures relating to Related Party Transactions are provided in the Notes forming part of the Financial Statements.

Since all Related Party Transactions were entered into in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2 as prescribed under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

40) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year under review, no significant or material orders were passed by any Court, Tribunal, Statutory Authority or Regulatory Authority which could have an impact on the going concern status of the Company or materially affect its future operations.

41) SHARE CAPITAL

During the Financial Year under review, the Company successfully completed its Initial Public Offer ("IPO") and the Equity Shares of the Company were listed on the NSE EMERGE Platform of the National Stock Exchange of India Limited with effect from December 24, 2025.

As on March 31, 2026, the Authorised Share Capital of the Company stood at 125,00,00,000 divided into 2,50,00,000 Equity Shares of 110/- each, and the Issued, Subscribed and Paid-up Equity Share Capital stood at 117,31,33,830 divided into 1,73,13,383 Equity Shares of 110/- each fully paid-up.

During the Financial Year, the Company allotted 36,69,600 Equity Shares pursuant to the Initial Public Offer. The Equity Shares allotted under the IPO rank pari passu in all respects with the existing Equity Shares of the Company.

A. Issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Voting Rights during the Financial Year ended March 31, 2026.

B. Issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the Financial Year ended March 31, 2026.

C. Employee Stock Option Scheme (ESOP)

The Company has not granted any Employee Stock Options during the Financial Year ended March 31, 2026.

D. Provision of Money for Purchase of Own Shares

The Company has not made any provision for purchase of its own shares by employees or by trustees for the benefit of employees during the Financial Year under review.

E. Buy-back of Securities

The Company has not bought back any of its securities during the Financial Year ended March 31, 2026.

F. Preferential Issue / Private Placement

The Company has not made any preferential allotment or private placement of Equity Shares or Convertible Securities during the Financial Year ended March 31, 2026.

42) ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and gratitude to all the stakeholders for their continued trust, confidence and support extended to the Company during the Financial Year under review.

The Board places on record its appreciation for the valuable support received from the Central and State Governments, regulatory authorities, bankers, financial institutions, customers, consultants, vendors, business associates and all other stakeholders.

The Directors also express their heartfelt appreciation to the shareholders for their continued confidence in the Company, particularly during the successful Initial Public Offer and listing of the Companys Equity Shares on the NSE EMERGE Platform.

The Board places on record its sincere appreciation for the commitment, dedication and contribution made by all the employees at every level of the organization, whose continued efforts have significantly contributed to the Companys growth and success.

Your Directors look forward to the continued support and cooperation of all stakeholders in the years ahead as the Company continues its journey towards sustainable growth and long-term value creation.

For and on behalf of the Board of Directors For MARC TECHNOCRATS LIMITED
Hitender Kumar	Suman Rathee
(Managing Director)	(Director)
DIN: 01661280	DIN: 06441742
Date: 03/07/2026
Place: Bahadurgarh, Haryana