Marg Techno-Projects Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 33 rd Annual Report and the standalone audited financial statements for the financial year ended on March 31 ST , 2026.

1. FINANCIAL RESULTS

The financial performance of the Company standalone for the year ended March 31 ST, 2026 is summarized below:

(Amount in Lakhs )

Particulars	FY 2026	FY 2025
Revenue from Operations	683.69	521.17
Other Income	9.06	19.58
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	692.75	540.75
Less: Depreciation/ Amortization/ Impairment	13.33	11.43
Profit /loss before Finance Costs, Exceptional items and Tax Expense	679.42	529.32
Less: Finance Costs	265.54	216.41
Less: Other Operating & Non-Operating Expenses	256.69	267.77
Profit /loss before Exceptional items and Tax Expense	157.19	45.14
Add/(less): Exceptional items	0	0.00
Profit /loss before Tax Expense	157.19	45.14
Less: Tax Expense Current Tax	50.00	18.80
Deferred Tax	7.60	(15.31)
(Excess)/ Short Provision for Income Tax earlier years	0.40	0.32
Profit /loss for the year	99.19	41.33

2. DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT,2013

1. Section 134(3)(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the extract of the Annual Return as at March 31, 2026, in the prescribed form MGT -9, is not required to be attached. However, Annual Return in Form MGT-7 will be/has been placed on Companys web site and can be accessed at https://margtechno.com/

2. Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year 2025-26, 11 [Eleven] meetings of the Board of Directors of the Company were held as under:

26.05.2025	12.08.2025	21.08.2025
30.08.2025	16.09.2025	14.11.2025
06.12.2025	09.12.2025	12.12.2025
24.01.2026	20.03.2026

Particulars of directors attendance at Board Meetings and Committee Meetings as required under Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134(3)(c) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013 Directors confirm and submit the Directors Responsibility Statement that:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the 31 st March, 2026 and of the profit and loss of the company for that period;

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

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

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. Section 134(3)(ca) 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;

The Directors state that no fraud by Company has been committed nor any fraud on the Company by its officers/employees has been noticed during the Financial Year 2025-26.

Since there is no fraud exceeding the limit prescribed during the Financial Year auditor has not field any report of fraud to the Central Government under Section 143 (12) of Companies Act, 2013.

5. Section 134(3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

6. Section 134(3)(e) COMPANIES POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration Committee which formulate the criteria for determining qualification, positive attribute and independence of a director and has recommended a policy to the Board relating to remuneration of directors, Key Managerial Personnel and other employees and Board is implementing the same. The company has placed the policy on website and can be viewed on the link https://margtechno.com/investor

7. Section 134(3)(f) BOARD COMMENTS OR EXPLANATION ON QUALIFICATION RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

I. AUDITORS REPORT

There is no adverse remarks or observations nor auditors have qualified their report, hence, no clarification is required by the Board.

II. SECRETARIAL AUDITORS REMARK

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3)(g) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Company is not an Investment Company and has not made investment through any layers of investment Companies, Section 186(1) of Companies Act, 2013 is not applicable to the Company. Since company is registered as NBFC, provisions of section 185 and section 186 of Companies Act, 2013 are not applicable.

However, NIL statement in prescribed format is attached as ANNEXURE II .

9. Section 134(3)(h) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year 2025-26 were at an arms length basis and in ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis for its review. The details of the transactions with related parties are also provided in the accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as Annexure III with this report.

The Company has adopted a Related Party Transactions Policy, in compliance with Listing Regulations the Policy, as approved by the Board, is uploaded on the Companys website and can be accessed at https://margtechno.com/.

10. Section 134(3)(i) STATE OF COMPANYS AFFAIRS:

Revenue of the Company during the Financial Year Increase to Rs. 692.75 Lakhs compared to previous year revenue of Rs. 540.75 Lakhs. The profit before tax also Increase from Rs. 45.14 Lakhs in the previous year to Rs. 157.19 Lakhs in F.Y. 2025-26.

At present your company has no plan to enter into any other business.

11. Section 134(3)(j) TRANSFER TO RESERVES:

Company has transferred Rs. 20,00,000 to special reserve as required under section 45IC of RBI Act. Previous year Rs. 12,00,000 were transferred to special reserves. Apart from this, Board do not recommend any amount for transfer to general reserves.

12. Section 134(3)(k) DIVIDEND

The company is in the process of strengthening its liquid position and hence, Board do not recommend any dividend for the F.Y. 2025-26. (Previous year also NIL) The Dividend distribution policy containing the requirements mentioned in Regulation 43 A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations) is available on the website of the Company at https://margtechno.com/investor

13. INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2026 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2025-26.

14. Section 134(3)(l) MATERIAL CHANGES BETWEEN THE DATE OF THE

BOARD REPORT AND END OF FINANCIAL YEAR

There are no material changes & commitments which have occurred after Balance Sheet date till the date of the report affecting the financial position of the company, except as under: a) changes in constitution of the Board /KMP which are reported separately under respective head. b) Increase in authorized share capital from RS. 30 crores to RS. 45 crores and c) Increase in authorized share capital from RS. 45 crores to RS. 85 crores and d) Increase in paid up share capital from RS. 14.20 crores to RS. 78.10 crores, by way of right issue. e) Company has altered provision of MOA by adding sub clause 3A to clause 4B, in other objects, by passing resolution at EOGM on 17.04.2026.

15. Section 134(3)(m) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Since, company is engaged in service sector, particulars of conservation of energy and technology absorption are either nil or not applicable (previous year also NIL or not applicable). Company has not entered into any transaction involving earnings or expenditure in foreign currency. So, relevant particulars on disclosure of foreign currency earnings or outgo are NIL. (Previous year also NIL or not applicable).

16. Section 134(3)(n) RISK MANAGEMENT POLICY:

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year, Company is exempt from constitution of Risk Management committee, under the provisions of Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.

17. Section 134(3)(o) CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs. 500 Cr. Hence, CSR provisions are not applicable to your company.

18. Section 134(3)(p) FORMAL ANNUAL EVALUATION

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of Committees of the Board.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act. Policy on Formal Annual Evaluation is placed on website of the company and can be accessed at https://margtechno.com/

19. Section 134(3)(q) OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies (Accounts) Rules 2014 the Board hereby reports as under

I. FINANCIAL SUMMARY OR HIGHLIGHTS :

This has already been reported under the head Financial Highlights

II. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to the previous year.

III. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO

WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Following Changes took place During F.Y. 2025-26

S No. Name of Director /KMP	Designation	DIN/PAN	Remark
1. Arun Nair	WTD	07050431	Change in Designation as WTD w.e.f. 30/09/2025
2. Chhayaba Balbhadrasinh Dodiya	CFO	CGNPD0199Q	Resignation W.E.F 20.03.2026
3. Arun Nair	CFO	AMAPN6832F	Appointment W.E.F 20.03.2026

Further, reappointment of Mr. Akhil Nair (DIN: 07706503), who retired by rotation was approved in AGM.

1) A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

This is not applicable as there is no appointment of Independent Director during the year.

2) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2026, the Company has no subsidiary, joint venture.

Further during the year there is no Company which became or ceased to be the subsidiary, joint venture of your Company. Therefore, disclosure under first proviso to Section 129(3) in prescribed form AOC-1 , is attached as ANNEXURE IV.

3) DEPOSITS:

Since your company is registered as NBFC provisions of section 73 to section 76 of Companies Act, 2013 are not applicable.

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Company has no unpaid or unclaimed deposit as at the year end.

4) THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements of chapter v of the Act.

5) ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No material order has been passed by Regulators, Courts or Tribunals against the company during the financial year 2025-26, impacting the going concern status and companys operations in future.

6) INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of Internal Financial Controls with reference to the financial statements, commensurate with the size, scale, and complexity of its operations. These controls have been designed to provide reasonable assurance regarding:

1. The orderly and efficient conduct of the Companys business, including adherence to policies.

2. The safeguarding of its assets and resources.

3. The prevention and timely detection of frauds and transactional errors.

4. The accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The framework is deeply embedded across all core functional areas of the business including procurement, revenue operations, inventory management, payroll, treasury, and statutory reporting. The control environment relies on well-defined Standard Operating Procedures (SOPs), structured organizational hierarchies, clear segregation of duties, and a comprehensive Delegation of Authority Matrix. Furthermore, robust Information Technology General Controls (ITGC) are established over the Companys accounting ERP software to guarantee that data entry, user access rights, and financial logs are securely monitored and unauthorized modifications are barred. The operational efficiency of the internal controls framework is audited periodically via the internal audit function. Additionally, the statutory auditors of the Company have independently tested and evaluated these controls as part of their regular audit scope under Section 143(3)(i) of the Act. During the financial year under review, no reportable material weaknesses, significant deficiencies, or major gaps in the design or operating effectiveness of the Internal Financial Controls were observed. Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143of the Companies Act,2013(the Act), is attached with auditors report.

7) DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS: The Company do not satisfy the criteria of threshold limits specified for maintenance of cost records/cost audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

8) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is deeply committed to maintaining a safe, secure, and enabling work environment that is completely free from any form of discrimination or harassment. In strict compliance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the Company has formulated a comprehensive anti-sexual harassment policy and has duly constituted an Internal Committee (IC) across all its administrative and branch offices to receive, investigate, and redress complaints. To maintain continuous awareness and ensure a safe organizational culture, the Company conducts periodic sensitization and training programs for its employees and provides specialized workshops for the members of the Internal Committee during the financial year. In accordance with the statutory reporting requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the summary of complaints received, disposed of, and pending during the Financial Year 2025 26 & Disclosures as required by Companies (Accounts) Second Amendment Rules, 2025, vide notification GSR 357(E) Dated 30.05.2025 and applicable from 14.07.2025, are as under:

Particulars	C.Y.	P.Y.
Number of sexual harassment complaints received during the FY	Nil	Nil
Number of complaints disposed of during the year.	Nil	Nil
Number of cases pending for more than 90 days.	Nil	Nil

9) STATEMENT ON MATERNITY BENEFIT ACT, 1961 COMPLIANCE

In accordance with MCA notification Companies (Accounts) Second Amendment Rules, 2025, vide notification GSR 357(E) Dated 30.05.2025 and applicable from 14.07.2025, company states that The Company strictly adheres to all statutory provisions safeguarding the welfare of its female workforce. In compliance with Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors hereby confirms that the Company has fully complied with all provisions relating to the Maternity Benefit Act, 1961 across all its offices and establishments. The Company provides necessary entitlements, including paid maternity leave, nursing breaks, and required creche infrastructure to eligible employees as mandated under the law. Disclosure of gender classification is as under:

Particulars	C.Y.	P.Y.
Total number. of employees as on 31.03.2026	12	25
Male	7	11
Female	5	14
transgender	0	0

During the financial year under review, no female employee was eligible for or availed of any maternity leave, salary, or related entitlements under the Act.

10) DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING

UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year nor any proceedings against the Company is pending under the Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2025-26.

11) DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFERENCE SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions during the Financial Year hence the details of difference between the 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 is not applicable.

12) PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details is annexed as ANNEXURE V to this report. b. None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted and working outside India drawing remuneration of more than 1.02 Crore or more per annum or 8.50 Lakh or more p.m. during the financial year.

20. SEC 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial years

21. DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014 OF THE COMPANIES ACT, 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year ended 31st March, 2026 which has a feature of recording audit trails (edit log) facility except that no Audit trail enabled at the database level for accounting Software, and the same has been operated throughout the year for all the relevant transactions recorded in the software. There was no instance of audit trail feature being tampered with during the financial year.

The company has complied with Rule11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention.

22. DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

23. REAPPOINTMENT OF INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149 of the Companies Act, 2013, there has been no re-appointment of any Independent Director during the Financial Year 2025-26.

24. CHANGE IN COMPOSITION OF THE BOARD AND KMP

This has been reported in Point No. 19 (3) 1 The Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

25. DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company has received a declaration from directors that none of them are disqualified to hold post as director of the company.

26. DISCLOSURE UNDER SECTION 177,178 COMMITTEES OF THE BOARD

a) Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report attached with this report at ANNEXURE VI.

b) Nomination and Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head Corporate Governance Report attached with this report at

ANNEXURE VII.

c) Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head Corporate Governance Report attached with this report ANNEXURE VIII.

d) Vigil Mechanism committee

The Company has framed vigil mechanism policy in terms of The Companies Act, 2013 attached at ANNEXURE IX and the same may be accessed on the Companys website https://margtechno.com/ . Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Companys interest.

27. CHANGES IN SHARE CAPITAL, IF ANY

During the financial year 2025-26, the Company has increase authorised share capital from RS. 11 crores to RS. 30 crores. Further the paid-up equity share capital was increased from 10,00,00,000 (Rupees Ten Crores only) to 14,20,00,000 (Rupees Fourteen Crores Twenty Lakh only) though Private Placement.

28. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company has not issued Equity Shares with differential rights.

29. DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the Company has not issued sweat Equity shares during the Financial Year 2025-26.

30. DISCLOSURE UNDER SECTION 62(1)(b) REGARDING ISSUE OF EMPLOYEE

STOCK OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62(1)(b) of the Companies Act 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules 2014, the Company has not issued Employee Stock Options during the Financial Year 2025-26. Therefore disclosure of particulars as required under Rule 11(9) of Companies (Share Capital and Debentures) Rules 2014 is not applicable.

31. BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

32. REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2025-26.

33. ISSUE OF CONVERTIBLE SHARE WARRANT

Pursuant to the provisions of Section 42, Section 62(1)(c) and other applicable provisions of the Companies Act, 2013 read with the applicable Rules made thereunder, the Company has not issued any convertible share warrants during the Financial Year 2025-26 .

34. INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2026 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2025-26.

35. DISCLOSURE UNDER SECTION 129(3) CONSOLIDATED FINANCIAL

STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of consolidated financial statements under section 129(3) and disclosure in form AOC-1 under Rule 5 of the Companies (Account) Rules 2014 are not applicable.

36. NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as provided in section 151 of the Companies Act, 2013.

37. STATUTORY AUDITORS:

Sheladiya & Jyani, Chartered Accountant, Surat (Firm Registration No. 134430W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the (AGM) from the conclusion of the 31 st Annual General Meeting until the conclusion of the 35 th Annual General Meeting of the company to be held in 2028.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

38. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the 32 nd Annual General Meeting held on September 30, 2025, approved the appointment of Mr. Jitendra Bhagat (Membership No. F3032 & COP No. 1311) of M/s. Bhagat Associates , a Peer Reviewed Firm of Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30 .

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report as Annexure X .

39. INTERNAL AUDITOR:

Pursuant to provision section 138 of the Companies Act, Company appointed M/s H N V B & Associates. Chartered Accountant, surat (Membership No. 144532, Firm Reg No. 133622W) w.e.f. 24.01.2026.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with Secretarial Standards 1, 4 relating to Board Meetings and SS2 related to General Meeting respectively.

SS3 issued by the Institute of Company Secretaries of India on declaration and payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit nor has cancelled corporate action announced by the company during the financial year.

41. Details of voting rights not exercised directly by the employees as provided in Proviso to Section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014

During the financial year there is no such transaction .

42. DISCLOSURES AS PER ITEM 10(I) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015.

Non disqualification of directors certificate from company secretary in practice for the financial year ended March 31, 2025, is annexed as Annexure XI to this report

43. DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LODR) REGULATIONS, 2015 CLAUSE 32 (iii)(b)

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the financial year

III. Equity Shares of the company are listed on Bombay Stock Exchange and Metropolitans Stock Exchange.

IV. The company has also paid listing fees for FY 2025-26 to the Stock Exchanges.

44. CLAUSE 49.II.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down by Nomination and Remuneration Committee such norms for evaluation of performance of Independent Directors has been placed on website of the company and can be assessed at https://margtechno.com/ .

45. CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES

Relevant particular is given in the ANNEXURE XIII report attached with this report. Remuneration policy for directors, KMP and other employees has been placed on Company website https://margtechno.com/ .

46. CLAUSE 49.II.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the year.

47. CLAUSE 49.II.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The policy on Whistle Blowers has been placed on Company website https://margtechno.com/.

48. CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries.

49. CLAUSE 49.VIII.A.2 POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit committee. The policy on related party transactions has been placed on Company website https://margtechno.com/.

50. CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE XII to this report.

51. CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in corporate governance report.

52. CLAUSE 49.VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS

Please refer corporate governance report attached with this report.

53. CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments : - Company is operating in Finance Sector .

(b) Opportunities and Threats: - The Finance sector provides ample opportunities in domestic market. However, the uncertainty of government policy and increase competition has affected the profitability.

(c) Segment wise or product wise Performance: - Company operates in single segments (1) Finance. The performance of said sector is reported in Audit Report.

(d) Outlook: - The directors hopeful of better results.

(e) Risks & Concerns: - Due to competition in finance sector, Company is expecting to heavy pressure of profitability in the years to come.

(f) Internal control systems and their adequacy: - Company has developed adequate internal control system and looking to the size of the company said system is operating adequately and effectively.

(g) Discussion on financial performance with respect to operational performance; - The Financial performance is reported in directors report.

(h) Human Resources Management Initiatives:- All the efforts are made to rationalize its manpower and make effective use of the same.

54. CORPORATE GOVERNANCE

During the financial year under review, the Company was exempt from compliance with the Corporate Governance provisions specified under Regulations 17 to 27, Regulation 46(2)(b) to (i) and Paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in terms of Regulation 15(2) thereof.

Further, it is noted that the prescribed threshold limits under Regulation 15(2) have been exceeded as on March 31, 2026 . Accordingly, the Company shall ensure compliance with the applicable Corporate Governance provisions within six months from the date on which such provisions become applicable, in accordance with the proviso to Regulation 15(2) of the SEBI (LODR) Regulations, 2015.

55. CLAUSE 49.XI.A AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding non applicability of compliance of conditions of corporate governance for 31.03.2026 is annexed as ANNEXURE XIV.

However, it is noted that the Company exceeded the threshold limits prescribed under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31st March, 2026 . Consequently, the provisions relating to Corporate Governance have become applicable to the Company. In accordance with the proviso to Regulation 15(2) of the SEBI (LODR) Regulations, the Company shall ensure compliance with the applicable Corporate Governance requirements within six months from the date on which such provisions became applicable.

56. DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43a SEBI (listing obligations disclosure requirements), 2015 on dividend distribution policy is not applicable to the company

57. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof are not applicable.

58. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Since your company do not fulfill the conditions prescribed for business responsibility and sustainability reporting said clause is not applicable.

59. INSURANCE

All Inventories and Property, Plant, equipment are adequately insured.

60. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

61. ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, companys bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors
For, MARG TECHNO-PROJECTS LIMITED

Sd/-	Sd/-
AKHIL NAIR	ARUN MADHAVAN NAIR
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 07706503	DIN: 07050431

DATE: Sep 03, 2026
PLACE: Surat

REGISTERED OFFICE:
1206, Royal Trade Centre,
Opposite Star Bazar, Adajan
Surat-395009, Gujarat, India