Markolines Pavement Technologies Ltd Directors Report

To,

The Members,

Your Directors have great pleasure in presenting to you the 23rd Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on 31st March 2025.

1. Financial Results

Our Company was incorporated with the Registrar of Companies, Pune, Maharashtra, India, on 8th November 2002.

The current Corporate Identity No. of the Company is L99999MH2002PLC156371. The financial results of the Company for the financial year 2024-25 have been summarized herein below for the reference of the members:

( in Lakhs)

Particulars	Consolidated		Standalone
	As at 31st March, 2025	As at 31st March, 2024	As at 31st March, 2025	As at 31st March, 2024
Net Revenue from Operations	30,743.22	34,729.44	30,048.91	34,729.44
Other Income	536.92	381.53	622.23	413.62
Total Income	31,280.14	35,110.97	30,671.14	35,143.07
Total Expenses Excluding Interest, Depreciation & Amortization, and Taxes	26,931.36	31,551.99	26,278.97	31,551.99
Profit/(Loss) before Interest, Depreciation &	4,348.79	3,558.99	4,392.17	3,591.08
Amortization, and Taxes
Less: Interest & Financial Charges	707.23	508.01	707.23	508.01
Less: Depreciation & Amortization	703.53	499.96	703.53	499.96
Profit /(Loss) Before Tax and Exceptional Items	2,938.02	2,551.02	2,981.41	2,583.11
Exceptional Item – Provision for CSR Expenses		42.26	-	42.26
Profit Before Tax	2,938.02	2,508.76	2,981.41	2,540.85
Less: Provision For Tax
- Current Tax	706.70	828.15	693.62	828.15
- Deferred Tax Liabilities/(Assets)	-20.71	25.98	-20.71	25.98
- Prior year Taxes	52.47	-43.74	52.47	-43.74
Net Profit After Tax	2,199.57	1,698.38	2,256.03	1,730.47
Share of profit of associate	56.47	32.09	-	-
Net Profit transferred to Reserves & Surplus	2,256.04	1,730.47	2,256.03	1,730.47

2. Overview and Company Performance

The Companys revenue as per the consolidatedfinancialstatements for financial year ended 31st March, 2025 is of Rs.31,280.14 Lakhs, including Rs.30,743.22 Lakhs as revenue from main operations and Rs.536.92 Lakhs from Other

Income. The Company has been able to record a profit of Rs.2,256.04 Lakhs after payment of tax.

The Companys revenue as per the standalone financial statements for financial year ended 31st March, 2025 is of Rs.30,671.14 Lakhs, including Rs.30,048.91 Lakhs as revenue from main operations and Rs.622.23 Lakhs from Other

Income. The Company has been able to record a profit of Rs.2,256.03 Lakhs after payment of tax.

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. Allotment of securities on preferential basis: During the year under review, the Company raised Rs.47,80,05,000 by allotment of 28,97,000 equity shares at issue price of Rs. 165/- per share to the shareholders on preferential basis and Rs.6,47,79,000 by allotment of 15,70,400 convertible warrants at issue price of Rs. 165/- per share on preferential basis. b. Resignation by Mr. Vijay Thakkar, Company

Secretary & Compliance Officer and Key Managerial Personnel of the Company: Mr. Vijay Thakkar resigned from the post of Company

Secretary & Compliance Officer and KMP of the

Company with effect from 30th September, 2024. c. Appointment of Mr. Pranav Chaware, as Company Secretary & Compliance Officer and Key Managerial Personnel of the Company: Mr. Pranav Chaware was appointed as Company Secretary &

Compliance Officer and KMP of the Company with effect from 1st October, 2024. d. Resignation of Mr. Karan Bora (DIN: 08244316), Executive Director of the Company: Mr. Karan Bora resigned from the position of Executive Director of the Company with effect from 7th January, 2025. e. Appointment of Mr. Praveen Panchal (DIN:

10895449) as Executive Director: Mr. Praveen Panchal was appointed as the Executive Director of the Company with effect from 7th January, 2025. f. Increase in authorized share capital of the

Company: The Board of Directors and the

Shareholders of the Company approved increase in the Authorized Share Capital from Rs. 27,00,00,000/- divided into 2,70,00,000 equity shares having face value of Rs. 10/- each to Rs. 50,00,00,000/- divided into 5,00,00,000 equity shares having face value of Rs. 10/- each, by creating additional 2,30,00,000 equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company and also approved the alteration of Memorandum of Association of the Company to substitute the existing Capital Clause V with the new Clause V.

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 Mrs. Vaishali Tarsariya (DIN:

10435220) as Independent Director: Mrs. Vaishali Tarsariya was appointed as the Independent Director of the Company with effect from 8th April, 2025. b. Scheme of merger with Markolines Infra Limited:

The Board of Directors of the Company ("Transferee

Company") at its meeting held on 22nd April, 2025 approved a scheme of amalgamation of Markolines Infra Limited ("Transferor Company") into and with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder. c. Appointment of Mr. Anil Nikam as Chief Executive Officer and Key Managerial Personnel: Mr. Anil Nikam was appointed as CEO & KMP of the Company with effect from 3rd June, 2025. d. Migration to Mainboard of BSE: During the financial year, the Company applied to BSE Limited for migration of trading its shares from SME platform to

Mainboard platform. After end of the financial under review, shares of the Company were migrated to Mainboard platform with effect from 12th June,

2025 vide BSEs approval. e. Listing of shares of the Company on National Stock Exchange of India Limited: The Board of Directors of the Company at its meeting held on 1st August, 2025 has approved listing of its equity shares on NSE.

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 final dividend on equity shares @ 15% i.e. Rs.1.5/- (Rupee One and Fifty Paise Only) per share of the face value of Rs.10/- each, for the Financial Year ended 31st March, 2025, which is payable on obtaining the Shareholders approval at the 23rd 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 19th September, 2025.

7. Share Capital

Authorised Share Capital: The Authorised Share Capital of the is Rs.50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each. The authorized share capital was increased from Rs. 27,00,00,000 pursuant to amendment to the Capital Clause of the Memorandum of Association of the Company in the month of March 2025.

Issued and Paid-Up Share Capital: The Company has paid up share capital of Rs.22,00,45,200/- (Rupees Twenty-Two Crores Forty-Five Thousand Two Hundred Only) divided into 2,20,04,520 (Two Crore Twenty Lacs Four Thousand Five Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March 2025. During the year under review, the Company allotted 28,97,000 (Twenty-Eight Lacs Ninety-Seven Thousand) equity shares of Rs.10 each and 15,70,400 (Fifteen Lacs Seventy Thousand Four Hundred) convertible warrants of Rs.10 each to the shareholders on preferential basis, at Issue price of Rs. 165/- each.

8. Utilization of funds raised through preferential issuance of securities

The fund of Rs.47,80,05,000 raised by the Company through issuance of equity shares and Rs.6,47,79,000 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, as mentioned in the Notice of Extra-ordinary General Meeting.

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, 2025.

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, 2025 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 2024-25.

13. Corporate Governance

Since shares of the Company were listed on SME platform of BSE Limited as on 31st March, 2025, the provisions of regulation 15(2) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 pertaining to compliance with the Corporate Governance were not applicable for the financial year 2024-2025.

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. Therefore, the Company will comply with the provisions of listing regulations pertaining to corporate governance.

14. 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 Chairman &
Mr. Sanjay Patil	00229052	Managing Director
Mr. Karan Bora@	08244316	Executive 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
Mrs. Vaishali Tarsariya#	10435220	Independent Director

* Appointed as Executive Director w.e.f. 7th January, 2025 @ Resigned w.e.f. 7th January, 2025 # Appointed as Independent Director w.e.f. 8th April, 2025

The details of Key Managerial Personnel are as follows:

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

* Appointed w.e.f. 3rd June, 2025 @ Resigned on 30th September, 2024 # Appointed w.e.f. 1st October, 2024

15. Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met 10 (Ten) times respectively on 30th May, 2024, 1st July, 2024, 3rd July, 2024, 20th August, 2024, 24th August, 2024, 6th September, 2024, 30th September, 2024, 14th November, 2024, 9th December, 2024, and 21st February, 2025 in respect of which, the notices were given to the Directors and the proceedings were recorded in the minutes book maintained for the purpose.

16. General Meetings of the Shareholders

During the financial year under review,

1 Extra-ordinary General Meeting of the shareholders of the Company was held on 25th July, 2024. The 22nd Annual General Meeting for the financial year 2023-24 was held on 30th September, 2024. 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 therefor were deemed to be approved on 23rd March, 2025.

17. 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
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariya#	Member	Independent Director

* Inducted as Committee Chairman upon reconstitution of Committee on 8th April, 2025 @ Ceased to be Chairman upon reconstitution of Committee on 27th June, 2025 # Inducted as Committee Member upon her appointment as Independent Director w.e.f. 8th April, 2025

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, 5 (Five) meetings of the Audit Committee were held on 30th May, 2024, 20th August, 2024, 6th September, 2024, 14th November, 2024 and 21st February, 2025 during which the quorum was present.

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
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mrs. Kirtinandini Patil	Member	Non-Executive Director
Mrs. Vaishali Tarsariya#	Member	Independent Director

* Inducted as Committee Chairman upon reconstitution of Committee on 8th April, 2025 @ Ceased to be Chairman upon reconstitution of Committee on 27th June, 2025 # Inducted as Committee Member upon her appointment as Independent Director w.e.f. 8th April, 2025

The 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 6th September, 2024 and 7th January, 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
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariya#	Member	Independent Director

* Inducted as Committee Chairman upon reconstitution of Committee on 8th April, 2025 @ Ceased to be Chairman upon reconstitution of Committee on 27th June, 2025 # Inducted as Committee Member upon her appointment as Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting of the SRC was held on 14th November, 2024 during which the quorum was present.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 135 of the Act. The SRC comprises of:

Committee Member	Role	Category of Director
Mr. Akash Phatak@	Chairman	Independent Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Sanjay Patil	Member	Chairman & Managing Director
Mrs. Vaishali Tarsariya#	Member	Independent Director

* Inducted as Committee Chairman upon reconstitution of Committee on 8th April, 2025 @ Ceased to be Chairman upon reconstitution of Committee on 27th June, 2025 # Inducted as Committee Member upon her appointment as Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting of the SRC was held on 6th September, 2024 during which the quorum was present.

During the financial year 2024-25, the Company spent

Rs.42.26 Lakhs towards CSR activities. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure II to this Report.

5. Committee of Independent Directors

The Committee of Independent Directors comprises of:

Committee Member	Role	Category of Director
Mrs. Anjali Sapkal*	Chairperson	Independent Director
Mr. Akash Phatak@	Member	Independent Director
Mrs. Vaishali Tarsariya#	Member	Independent Director

* Inducted as Committee Chairman upon reconstitution of Committee on 8th April, 2025 @ Ceased to be Chairman upon reconstitution of Committee on 27th June, 2025 # Inducted as Committee Member upon her appointment as Independent Director w.e.f. 8th April, 2025

During the financial year under review, 1 (One) meeting of the ID Committee was held on 30th May, 2024 during which all the independent directors were present.

18. 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 2025, 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 2025 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.

19. 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.

20. Disqualifications of Directors

During the financial year 2024-25, 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, confirmingthat none of the Directors of your Company are disqualified.

21. 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 2024-25.

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

Nature of Complaint	Nature of Complaint	Complaints Solved	Complaints Pending
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

23. 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 first tenure of Five years commencing from conclusion of the 18th Annual General Meeting till the conclusion of 23rd AGM.

Since the current tenure of the Statutory Auditor will end at this AGM and since they are eligible to be appointed as auditor for second tenure, they are proposed to be reappointed as the auditor of the Company in this AGM from its conclusion till conclusion of 28th AGM till the financial year 2029-30. M/s. Jay Gupta & Associates have conveyed their eligibility to be re-appointed as the auditor.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2025 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 2024-25. The Report of the Secretarial

Auditor for the Financial Year 2024-25 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.

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 2024-25.

28. 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.

29. Compliance with Applicable Secretarial Standards

The Company has ensured compliance with the mandated Secretarial Standard I and 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.

30. Management discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and

Disclosure Requirements) Regulation, 2015 read with

Schedule V of SEBI (Listing Obligation and Disclosure

Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached herein in the Annual Report.

31. Declaration By Independent Directors

The Company had received a declaration from all the

Independent Director of the Company confirmingthat 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 fulfil the conditions of independence as specified in the Act and the Listing regulations and are independent of the management. and independence

32. Independent Directors Meeting

The Independent Directors met during the financial year without the attendance of Non-Independent Directors and members of the Management. The Independent 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.

33. 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 behaviour and judgment.

34. 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:

1. 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 2024-25:

Names	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors:
Mr. Sanjay Patil – Chairman & Managing Director	0%	34.40:1
Key Managerial Personnel: Vijay Oswal
– Chief Financial Officer	300%	22.93:1

2. The percentage increase in the median remuneration of employees in the financial year: -3.39%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2025: 292 employees.

4. Average percentiles increase already made in the salaries of employees other than the managerial

Personnel in the last financialyear and its comparison

- 0.4%

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.

35. 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, 2025.

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 HPSV/ Halogen/ 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 efficiencyinitiative 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 new ERP System which will bring improved MIS, help to improve cost efficiency, advanced data 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.

36. 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: