Markolines Pavement Technologies Ltd Directors Report

To,

The Members,

Your Directors have great pleasure in presenting to you the 22nd Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March 2024.

1. Financial Results

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 8th November 2002 with the Corporate Identity No. L99999MH2002PTC156371. The financial results of the Company for the financial year have been summarized herein below for the reference of the members:

(Rs in Lakhs)

Particulars	As at 31st March, 2024	As at 31st March, 2023
Net Revenue From Operations	34,729.44/-	31,180.02/-
Other Income	381.53/-	62.57/-
Total Income	35,110.97/-	31,242.60/-
Total Expenses Excluding Depreciation, Interest, Tax & Amortization	31,551.99/-	28,419.27/-
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization	3,558.99/-	2,823.33/-
Less: Interest & Financial Charges	508.01/-	329.84/-
Depreciation & Amortization	499.96/-	226.17/-
Profit /(Loss) Before Tax and Exceptional Items	2,551.02/-	2,267.32/-
Exceptional Item - Provision for CSR Expenses	42.26/-	29.44/-
Profit Before Tax	2,508.76/-	2,237.88/-
Less: Provision For Tax
- Current Tax	828.15/-	680.97/-
- Deferred Tax Liabilities/(Assets)	(25.98)/-	(17.63)/-
- Prior year Taxes	(43.74)/-	-
Net Profit After Tax	1,698.38/-	1,574.54/-

2. Overview and Company Performance

The Companys total turnover is of Rs.35,110.977- Lakhs including Rs.34,729.44/- Lakhs as revenue from main operations and Rs.381.53/- Lakhs from Other Income. The Company has been able to record a profit of Rs.1,698.98/- Lakhs after payment of tax.

Your Directors are hopeful 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:

There are no significant events during the financial year.

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

There are no material changes between the periods from the end of the financial year to the date of the report of the Board, except the following:

a. Resignation of Mr. Parag Jagdale, Company Secretary and Compliance Officer of the Company:

Mr. Parag Jagdale has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 25th May, 2024.

b. Appointment of Mr. Vijay Thakkar, as Company Secretary and Compliance Officer of the Company:

Mr. Vijay Thakkar was appointed as Company Secretary and Compliance Officer of the Company with effect from 24th August, 2024.

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. Dividend

Your Directors are pleased to recommend a final dividend of Rs.1/- (Rupee One Only) on the fully paid-up Equity Shares of Rs.10/- each of the Company, for the Financial Year ended 31st March, 2024, which is payable on obtaining the Shareholders approval at the 22nd Annual General Meeting. The dividend, if approved, will be paid within a period of 30 days from the date of AGM. The record date for the said purpose will be 22nd September 2024. The dividend payout amount for the current year inclusive of tax on dividends will be Rs.1910.75 Lakhs.

7. Share capital

Authorised Share Capital:

The Authorised Share Capital of the is Rs.27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid-Up Share Capital:

The Company has paid up share capital of Rs.19,10,75,000/- (Rupees Nineteen Crores Ten Lacs Seventy-Five Thousand Only) divided into 1,91,07,500 (One Crore Ninety-One Lacs Seven Thousand Five Hundred Only) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March 2024.

8. Utilization of IPO Fund

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

9. Transfer to reserves

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

10. 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 2024.

11. 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, 2024 is available on the Companys website and can be accessed at

https://markolines.com/investors/annual- reports/reports

12. 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 2023-2024.

13. Corporate Governance

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023-2024.

14. Non-Applicability of the Indian Accounting Standards

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of ND-AS w.e.f. 1st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

15. 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 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, One Executive Directors, One Non-Executive Non-Independent Director and Two Independent Directors.

The details are as follows:

Sr. No.	Name of Director	Din No.	Designation
1	Mr. Sanjay Bhanudas Patil	00229052	Chairman and Managing Director
2	Mr. Karan Atul Bora	08244316	Executive Director
3	Ms. Kirtinandini Sanjay Patil	09288282	Non-Executive Non Independent Director
4	Ms. Anjali Shivaji Patil	02136528	Independent Director
5	Mr. Akash Manohar Phatak	09288697	Independent Director

16. 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 2024, 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 2024 and of the profit and loss 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.

17. 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.

18. Disqualifications Of Directors

During the financial year 2023-2024 under review 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 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress 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 2023-24.

(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.

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

Sr. No	Nature of Complaint	Nature of Complaint	Complaints solved	Complaints pending
1.	Non-receipt of sharescertificate after transfer etc.	Nil	Nil	Nil
	Non-receipt of dividend warrants	Nil	Nil	Nil
2.
3.	Query regarding Demat credit	Nil	Nil	Nil
4.	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

21. Statutory Auditors and Audit Report

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s. Jay Gupta & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 18th Annual General Meeting till the conclusion of 24rd Annual General Meeting.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2024, 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.

22. Details of Fraud reported by the Auditor

As per auditors report, no fraud u/s 143(12) has been reported by the Auditor.

23. 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.

24. 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 2023-24. The Report of the Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure-i.

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.

25. Appointment of Internal Auditor

Pursuant to per Section 138 of the Companies Act, 2013 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 2023-2024.

26. Subsidiary Company

The Company has no subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not required to be attached herewith.

27. Compliance with Applicable Secretarial Standards

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the

Companies Act, 2013.

28. Management discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEB (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached herein in the Annual Report.

29. Declaration By Independent Directors

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

30. Independent Directors Meeting

The Independent Directors met during the financial year without the attendance of Non- Independent Directors and members of the Management. The ndependent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the

Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties

31. Evaluation of Board, Its Committee, and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

32. Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors duly met 8 (Eight) times respectively on 1st April 2023, 20th May 2023, 26th May 2023, 5th September 2023, 9th November 2023, 14th November 2023, 16th December 2023, 5th March 2024 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Whereas there has been no Extra Ordinary General Meetings held during the financial year,

The Annual General Meeting was held on 30th September 2023.

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

Audit Committee Meetings

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

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing 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 ended on 31st March 2024, 4 (Four) meetings of the Audit Committee were held on 1st April 2023, 20th May 2023, 14th November 2023, and 5th March 2024 which were attended by all the members of the committee.

B. 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:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
		Non
Mr. Karan Atul Bora	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing 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 remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is available on the website of the Company i.e. www.markolines.com.

C. 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 Stakeholders Relationship Committee comprises of:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing
		Director

During the financial year ended on 31st March 2024, 4 (Four) meetings of the Audit Committee were held on 1st April 2023, 20th May 2023, 14th November 2023, and 5th March 2024 which were attended by all the members of the committee.

D. Corporate Social Responsibility Committee

The Company is required to constitute a Corporate Social Responsibility Committee as it falls within purview of Section 135(1) of the Companies Act, 2013. Accordingly, the Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

Mr. Akash Manohar Phatak	Chairman	Independent Director
Mrs. Anjali Shivaji Patil	Member	Independent Director
Mr. Sanjay Bhanudas Patil	Member	Chairman & Managing Director

During the financial year 2023-24 the Company has spent Rs. 29.44/- Lakhs (Rupees Twentynine Lakhs Forty-Four Thousand only) towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure II to the Directors Report.

33. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employees remuneration for the financial year under review is as below:

I.The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

Name	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors
Sanjay PatilManaging Director	50%	33.23 :1
Karan BoraExecutive Director	NIL	12.92 :1
Key Managerial Personnel
Vijay OswalCFO	NIL	5.54 :1
Parag JagdaleCompany Secretary and Compliance Officer	NIL	2.46 :1

2. The percentage increase in the median remuneration of employees in the financial year: 60%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2024: 498 employees.

4- Average percentiles increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison - NIL.

5 It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

34. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024.

A. Conservation of Energy

To reduce the energy conservation from Lighting, replacement of Conventional GLS lamps, FTLs, and CFLs with efficient LED lighting and replacement of Street/ outdoor lighting FIPSV/ Flalogen/ FTL fixtures with LED lighting fixtures were undertaken at offices and sites locations of the Company.

In addition to the above company continues to take the following measures:

1. Improved monitoring of energy consumption through smart metering and integration with building management systems.

2. Creating awareness among employees to conserve energy and follow protocols while leaving the workplace.

3. The company being an energy efficiency initiative takes special care in the procurement of equipment, the focus is on energy-efficient systems for a greener future.

B. Technology Absorption

With the advent of new technology in

infrastructure, the IT Systems, Servers, and software used by the Company are installed as per international standards. The major technological base includes the following:

1. Installation of contemporary IT Hardware and Infrastructure including Domain Servers, Database servers, Web Servers, Internet Security Consoles, SQL Server Management Studio, etc.

2. The Company is implementing the SAP System which will bring innovative technology, help to improve cost efficiency, advanced data management, precise analysis, and forecasting, and also will provide data security.

3. The use of Internet-based communication and advanced technology has reduced paper communication wherever possible and has resulted in a quicker and more transparent information-sharing system.

4. The benefits derived from Technology absorption are higher efficiency, better reliability, and availability, reduced maintenance environment-friendly atmosphere, and a reduction in printing cost.

5. The Company continues to use the latest technologies for improving the quality of its services.

6. The Companys operations do not require the significant import of technology.

C. Foreign Exchange Earnings and Outgo

There are no foreign exchange earnings or outgo during the financial year.

35. Related Party Transactions

During the financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows: