To,

The Members,

Markolines Pavement Technologies Limited.

Your Directors have great pleasure in presenting to you the 24th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on 31st March 2026.

1. Financial Results

Our Company was incorporated with the Registrar of Companies, Pune, Maharashtra, India, on 8th November 2002. The Corporate Identity No. of the Company is L99999MH2002PLC156371. The financial results of the Company for the financial year 2025-26 have been summarized herein below for the reference of the members:

(Rs. in Lakhs)

Particulars	Consolidated As at 31st March, 2026	Consolidated As at 31st March, 2025	Standalone As at 31st March, 2026	Standalone As at 31st March 2025
Net Revenue from Operations	34,848.80	30,743.22	32,357.87	30,048.91
Other Income	763.70	539.28	790.36	624.59
Total Income	35,612.49	31,282.50	33,148.23	30,673.50
Total Expenses Excluding Interest, Depreciation & Amortization, and Taxes	30,831.00	26,875.20	28,294.31	26,222.82
Profit/(Loss) before Interest, Depreciation & Amortization, and Taxes	4,781.49	4,407.29	4,853.92	4,450.68
Less: Interest & Financial Charges	640.50	714.07	640.50	714.07
Less: Depreciation & Amortization	703.88	750.14	703.88	750.14
Profit/(Loss) Before Tax and Exceptional Items	3,437.11	2,943.08	3,509.53	2,986.47
Exceptional Item \u2013 Past Service Cost of Gratuity Changes due to amendment in New Labour Codes	16.23	0.00	16.23	0.00
Profit Before Tax	3,420.88	2,943.08	3,493.30	2,986.47
Less: Provision For Tax
- Current Tax	922.57	706.70	922.57	693.62
- Deferred Tax Liabilities/(Assets)	-20.44	-3.38	-20.44	-31.38
- Prior year Taxes	-31.77	52.47	-31.77	52.47
Net Profit After Tax	2,550.51	2,215.29	2,622.94	2,271.76
Share of profit of associate	72.42	56.47	-	-
Profit for the Year	2,622.94	2,271.76	2,622.94	2,271.76

2. Overview and Company Performance

The Companys revenue as per the Consolidated Financial Statements for the financial year ended 31st March, 2026 was Rs. 35,612.49 Lakhs, comprising Rs. 34,848.80 Lakhs from revenue from operations and Rs. 763.70 Lakhs from other income. The Company recorded a net profit attributable to the Company for the year of Rs. 2,622.94 Lakhs, after tax and share of profit/(loss) of associate/joint venture entities, as applicable.

On a standalone basis, the Company recorded total income of Rs. 33,148.23 Lakhs and a net profit of Rs. 2,622.94 Lakhs for the financial year ended 31st March, 2026.

Your Directors are confident and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into their portfolio and capitalizing on the opportunities provided by the industry and the market.

3. Significant events during the financial year

a. Appointment of Mrs. Vaishali Tarsariya (DIN: 10435220) as Independent Director: Mrs. Vaishali Tarsariya has been appointed as the Independent Director of the Company with effect from 8th April, 2025.

b. Appointment of Mr. Anil Nikam as Chief Executive Officer and Key Managerial Personnel: Mr. Anil Nikam has been appointed as CEO & KMP of the Company with effect from 3rd June, 2025.

c. Migration to Mainboard of BSE: The Company applied to BSE Limited for migration of trading its shares from SME platform to Mainboard platform. Shares of the Company were migrated to Mainboard platform with effect from 12th June, 2025 vide BSEs approval.

d. Receipt of approval of National Stock Exchange of India Limited for listing and trading of shares of the Company: The Board of Directors of the Company at its meeting held on 1st August, 2025 had approved listing of its equity shares on NSE. The Company received approval from National Stock Exchange of India Limited (NSE) for admission of securities of the Company on the Mainboard platform of NSE effective from 14th October, 2025.

e. Conversion of warrants into equity shares: Pursuant to the approval of the Board of Directors of the Company, 1,99,200 convertible warrants have been converted into equity shares of face value Rs. 10 each at a conversion price of Rs. 165 per equity share (one equity share for each warrant), upon receipt of the full subscription amount, as prescribed under Regulation 169 of the SEBI ICDR Regulations. The equity shares have been allotted to the Non-Promoter of the Company.

f. Resignation of Mr. Pranav Chaware, as Company Secretary & Compliance Officer and Key Managerial Personnel of the Company: Mr. Pranav Chaware resigned from the post of Company Secretary & Compliance Officer and KMP of the Company with effect from 31st January 2026.

g. Board of Directors approval to a scheme of amalgamation of Markolines Infra Limited with the Company: Board of Directors of the Company considered and approved a scheme of amalgamation of Markolines Infra Limited into and with the Company and their respective shareholders and creditors under Section 230 and 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

4. Material changes between the period from the end of the financial year to the date of the Report of the Board

a. Appointment of Mr. Aniruddha Hubilkar as Company Secretary: Mr. Aniruddha Hubilkar has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 29th April 2026.

b. Trading approval to 1,62,800 equity shares: NSE & BSE granted trading approval to 1,62,800 equity shares which were converted pursuant to conversion of warrants into equity shares.

c. Amalgamation of Markolines Infra Limited with Markolines Pavement Technologies Limited: Subsequent to the end of the financial year, the Scheme of Amalgamation of Markolines Infra Limited (Transferor Company) with and into Markolines Pavement Technologies Limited (Transferee Company) and their respective shareholders and creditors was further progressed. The Company has received Observation Letters from BSE Limited and National Stock Exchange of India Limited (NSE) dated 17th August 2026, conveying their No Objection / No Adverse Observations in respect of the Scheme, subject to compliance with the observations, conditions and requirements stipulated therein. The Company shall proceed with filing the Scheme with the Honble National Company Law Tribunal (NCLT) and undertake further steps in accordance with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

5. Change in the nature of business The Company is engaged in the business of providing highway operations & maintenance services and there is no change in the nature of the business of the Company during the financial year under review.

6. Share Capital

Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 50,00,000/- (Rupees Fifty Crores Only) divided into 5,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each.

Issued and Paid-Up Share Capital: The Company has paid up share capital of Rs.22,20,37,200/- (Rupees Twenty-Two Crores Twenty Lakhs Thirty-Seven Thousand Two Hundred Only) divided into 2,22,03,720 (Two Crores Twenty Two Lakhs Three Thousand Seven Hundred and Twenty) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March 2026.

During the year under review, the Company allotted 1,990,000 (One Lakhs Ninety-Nine Thousand Two Hundred) equity shares of Rs.10 each to the shareholders pursuant to conversion of their respective warrants at equity shares, at Issue price of Rs. 165/- each.

7. Utilization of funds raised through preferential issuance of securities

The fund of Rs. 3,28,68,000 raised by the Company through issuance of convertible warrants, on preferential basis during the year, have been fully utilized for the purposes for which it was raised.

8. Transfer to reserves

Your directors do not propose to carry any amount to any reserves, during the financial year.

9. Deposits

The Company has neither accepted nor invited any deposits from the public during the financial year pursuant to provisions of sections 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2026.

10. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2026 is available on the Companys website and can be accessed at https://markolines.com/investors/annual-reports/reports

11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

There was no amount outstanding to be transferred to Investor Education and Protection Fund during the FY 2025-26.

12. Corporate Governance

The Companys shares were migrated to the Mainboard of BSE Limited for trading effective 12th June, 2025 and therefore the corporate governance provisions were applicable from the said date. The Company has started complying with the provisions of listing regulations pertaining to corporate governance.

The Compliance certificate from the Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with the report.

13. Directors and Key Managerial Personnel

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Chairman & Managing Director, One Executive Director, One Non-Executive Non-Independent Director and Three Independent Directors.

The details of Board composition is as follows:

Name of Director	DIN	Category
Mr. Sanjay Patil	00229052	Chairman & Managing Director
Mr. Praveen Panchal	10895449	Executive Director
Mrs. Kirtinandini Patil	09288282	Non-Executive Director
Mrs. Anjali Sapkal	02136528	Independent Director
Mr. Akash Phatak	09288697	Independent Director
Mr. Rahul Modak	11178610	Independent Director
Mrs. Vaishali Tarsariy	10435220	Independent Director

* Designed w.e.f. 1st August 2026

Name of KMP	Category
Mr. Anil Nikam	Chief Executive Officer
Mr. Vijay Oswal	Chief Financial Officer
Mr. Pranav Chaware*	Company Secretary and Compliance Officer
Mr. Aniruddha Hubikar*	Company Secretary and Compliance Officer

* Designed w.e.f. 1st January 2026

Appointed w.e.f. 2nd April 2026

14. Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met 25 (Twenty Five) times respectively on 8th April 2025, 22nd April 2025, 15th May 2025, 24th May 2025, 3rd June 2025, 27th June 2025, 7th July 2025, 1st August 2025, 7th August 2025, 14th August 2025, 21st August 2025, 8th September 2025, 25th September 2025, 14th November 2025, 15th December 2025, 24th December 2025, 7th January 2026, 30th January 2026, 10th February 2026, 14th February 2026, 27th February 2026, 5th March 2026, 6th March 2026, 12th March 2026 and 21st March 2026 in respect of which, the notices were given to the Directors and the proceedings were recorded in the minutes book maintained for the purpose.

15. General Meetings of the Shareholders

The 23rd Annual General Meeting for the financial year 2024-25 was held on 30th September, 2025.

The Company sought approval of its shareholders on urgent matters by way of Postal Ballot conducted through remote e-voting on one occasion and that the matters included in the notice there were deemed to be approved on 4th July 2025.

16. Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has the following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. CSR Committee

5. Committee of Independent Directors

1. Audit Committee

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises of:

Committee Member	Role	Category of Director
Mrs. Anjali Sapkal	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariy	Member	Independent Director

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.

During the financial year under review, 8 (Eight) meetings of the Audit Committee were held on 17th April 2025, 22nd April 2025, 15th May 2025, 7th August 2025, 21st August 2025, 25th September 2025, 14th November 2025 and 14th February 2026 during which the quorum was present.

During the financial year under review, there was no recommendation made by the Audit Committee which was not accepted by the Board of Directors.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the NRC Committee) comprises of:

Committee Member	Role	Category of Director
Mrs. Anjali Sapkal	Chairperson	Independent Director
Mrs. Kirtinandini Patil	Member	Non-Executive Director
Mrs. Vaishali Tarsariy	Member	Independent Director

The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their terms and remuneration and the same is available on the website of the Company i.e. www.markolines.com .

During the financial year under review, 2 (Two) meetings of the NRC were held on 8th April, 2025 and 3rd June 2025 during which the quorum was present.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The SRC comprises of:

Committee Member	Role	Category of Director
Mrs. Anjali Sapkal	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariy	Member	Independent Director

During the financial year under review, 1 (One) meeting of the SRC was held on 14th February 2026 during which the quorum was present.

1. The directors had 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.

During the financial year under review, 1 (One) meeting of the ID Committee was held on 22nd April 2025 during which all the independent directors were present.

17. Directors Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii. 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 as of 31st March 2026 and of the profit of the company for that period.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis; and

v. 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.

vi. 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.

18. Disclosures By Directors

The Board of Directors has submitted notice of interest in Form MBP-1 under Section 184(1) as well as information by directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

19. Disqualifications of Directors

During the financial year 2025-26, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, confirming that none of the Directors of your Company are disqualified.

20. SEBI Complaints Redressal System (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

21. Details of the Complaint Received/Solved/ Pending during the year

Nature of Complaint	Nature of Complaint	Complaints	Complaints
Non-receipt of shares certificate after transfer etc.	Nil	Nil	Nil
Non-receipt of dividend warrants	Nil	Nil	Nil
Query regarding Demat credit	Nil	Nil	Nil
Others	Nil	Nil	Nil
Total	Nil	Nil	Nil

22. Vigil Mechanism for Directors and Employees

Your Company is committed to conducting its business with the highest standards of integrity, transparency, professionalism, honesty and ethical behaviour. In line with this commitment and pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Prohibition of Insider Trading) Regulations 2015, the Board of Directors has adopted a Vigil Mechanism/ Whistle Blower Policy.

During the year under review, no complaints were received under the Vigil Mechanism/Whistle Blower Policy.

23. Statutory Auditors and Audit Report

M/s. Jay Gupta & Associates, Chartered Accountants, as eligible, were reappointed as Statutory Auditors of the Company for second term of Five years commencing from conclusion of the 23th Annual General Meeting till the conclusion of the 28th AGM to be held in financial year 2029-30.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2026 are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the company for the year under review.

24. Details of Fraud reported by the Auditor

As per auditors report, no fraud under section 143(12) of the Companies Act, 2013 has been reported by the Auditor.

25. Boards Comment on Auditors Report

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

26. Secretarial Audit

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2025-26. The Report of the Secretarial Auditor for the Financial Year 2025-26 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

27. Appointment of Internal Auditor

Pursuant to per Section 138 of the Companies Act, 2013, the Company has appointed M/s R. G. Mundada & Company, Chartered Accountant, Pune, as the Internal Auditor of the Company, for the financial year 2025-26.

28. Subsidiary/Associate/Joint Venture Company

The Company has no subsidiary Company and hence comments. However, the Company has two associated entities and their details are as provided below: Highlights of Performance of Associate / Joint Venture Entities

During the financial year under review, the Company had interests in the following associate/joint venture entities:

1. Markelines-Evasion JV; and

2. Unique UHPC-Markelines LLP.

The financial performance of these entities has been considered in the Consolidated Financial Statements of the Company in accordance with the applicable Indian Accounting Standards.

As reflected in the financial statements and Form AOC-1 annexed to this Report, the amount of profit/ (loss) considered in consolidation in respect of Markelines-Evasion JV was Rs.(38.82) Lakhs, whereas the corresponding amount in respect of Unique UHPC-Markelines LLP was Rs.278.55 Lakhs.

Accordingly, these entities contributed to the consolidated financial performance of the Company during the year under review. The detailed particulars relating to the investment, holding, financial position and profit/(loss) considered in consolidation are set out in Form AOC-1 annexed to this Report.

There was no subsidiary company of the Company as at 31st March 2026.