Maruti Securities Ltd Management Discussions

The Management Discussion and Analysis Report provides an overview of the economic environment, industry trends, company performance, and outlook for the future. The following discussion covers operations of the Company in the EPC, Infrastructure, and Realty sectors for the financial year ended March 31, 2025.

1. Industry Structure and Developments

The Indian infrastructure sector continues to be a key driver of the economy, with significant investments from both the public and private sectors. Government initiatives such as the National Infrastructure Pipeline (NIP), PM Gati Shakti, and the Smart Cities Mission have created robust demand in the EPC and real estate space.

The EPC segment, which includes roads, highways, bridges, and industrial infrastructure, has seen increased order inflows due to continued public spending. In the realty sector, demand has rebounded post-pandemic, especially in residential housing, logistics parks, and affordable housing. However, rising input costs and delays in clearances continue to pose challenges.

2. Opportunities and Threats

Opportunities:

? Increased government focus on infrastructure development. ? Urbanization and rising demand for affordable housing.

? Public-Private Partnership (PPP) model creating scope for private investment. ? Digital transformation and adoption of smart technologies in project execution.

Threats:

? Fluctuating raw material prices impacting project margins. ? Delays in approvals and clearances. ? Regulatory and environmental compliance challenges.

? Competition from unorganized players and multinational EPC firms.

3. Segment-Wise or Product-Wise Performance

The Company operates in the following segments:

? EPC Contracts: Execution of civil construction projects for roads, bridges, water pipelines, and industrial structures. ? Infrastructure Development: Development and maintenance of highways and urban infrastructure through PPP and BOT models. ? Realty: Residential and commercial real estate development, including affordable housing projects.

Each segment has shown stable performance, with new project acquisitions contributing to a healthy order book. However, execution timelines have been impacted in some regions due to labor shortages and supply chain disruptions.

4. Outlook

The Company remains optimistic about the medium- to long-term outlook, driven by policy support, infrastructure investment, and urban growth. The Company plans to:

? Expand its presence in high-growth regions. ? Focus on timely execution and cost control.

? Leverage technology for project monitoring and efficiency.

? Explore new avenues in green buildings and sustainable infrastructure.

5. Risks and Concerns

Key risks include:

? Project execution delays leading to cost overruns. ? Regulatory changes and delays in land acquisition. ? Interest rate volatility impacting financing costs.

? Working capital pressure due to delayed payments from authorities.

The Company has adopted robust risk management practices to identify, assess, and mitigate business and operational risks.

6. Internal Control Systems and Their Adequacy

The Company has adequate internal control systems commensurate with the nature and size of its operations. These systems ensure proper authorization, recording, and reporting of transactions and safeguard the Companys assets. The internal audit function reviews and strengthens the control systems regularly.

7. Financial Performance with Respect to Operational Performance

The financial performance for the year has been stable, with revenue largely in line with operational milestones. The Company maintained operating profitability despite challenges related to input costs and execution delays. Improved collection efficiency and cost management contributed to sustaining cash flows.

Capital Structure: The Authorized Share Capital of the Company as at March 31, 2025 is

Rs.20,25,00,000, comprising of 2,02,50,000 equity shares of Rs.10 each and Authorised Preference Share Capital of the Company as on March 31, 2025 was Rs.20,00,00,000 comprising of 20,00,000 preference shares of Rs.100 each. The Paid-up Capital of the Company as on March 31, 2025 was Rs.5,00,03,000,comprising of 50,00,300 equity shares of Rs.10/- each.

Reserves and surplus: The Reserves and Surplus of the Company as on March 31, 2025, stands at (-Rs.2,665.16 Lakhs)

Unsecured Loans: The Unsecured Loan amount as at March 31, 2025, stand at Rs.131.54 Lakhs

Fixed Assets: The Gross Block stood at Rs. 0.00 Lakhs and the net block stood at Rs. 0.00 Lakhs as at March 31, 2025.

Revenue: During the year, the Company achieved sales Nil compared to Nil in the previous year ended March 31, 2025.

8. Human Resources and Industrial Relations

The Company recognizes that its people are its most valuable asset. It continues to invest in training, skill development, and employee engagement initiatives. The industrial relations climate remained harmonious throughout the year, with a focus on safety, compliance, and workplace well-being.

9. Cautionary Statement

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, and expectations may be "forward-looking statements" within the meaning of applicable laws and regulations. Actual results could differ materially due to various factors, including changes in the economic, regulatory, and political environment.

PRACTICING COMPANY SECRETARY CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members

Maruti Securities Limited Hyderabad

I have examined the compliance of the conditions of Corporate Governance by Maruti Securities Limited ("the Company") for the year ended March 31, 2025, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paras C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations").

The compliance with the conditions of Corporate Governance is the responsibility of the management of the Company. My review was limited to the examination of relevant records, documents, and procedures adopted by the Company for ensuring such compliance. This review does not constitute an audit of the financial statements of the Company, nor does it express any opinion thereon.

Exemption under Regulation 15(2):

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions specified under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paras C, D and E of Schedule V shall not apply to a listed entity having:

a) Paid-up equity share capital not exceeding 10 crore; and b) Net worth not exceeding 25 crore, as on the last day of the previous financial year.

The Company has, on a quarterly basis, informed the Stock Exchange of its eligibility for such exemption. Accordingly, the above-stated Corporate Governance provisions are not applicable to the Company as on March 31, 2025. However, the Company shall comply with the said provisions within six months from the date they become applicable in the future.

Board Committees:

Notwithstanding the exemption, the Company has constituted and maintained the statutory committees of the Board, namely the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, in compliance with the requirements of the SEBI Listing Regulations.

I further state that this confirmation is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members

Maruti Securities Limited Hyderabad

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Maruti Securities Limited having CIN L67120TG1994PLC018087 and having registered office at #8-3-833/57, Kamalapuri, Plot #56 & 57, Flat #201, Srinagar Colony, Hyderabad -500 073,

Telangana (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I, hereby certify that none of the Directors on the Board of the Company, as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

Sl. No	Name of the Director	DIN	Date of Appointment in Company
1.	Narsing Balwanth Singh	06560717	01.03.2025
2.	Rama Swamy Reddy Pedinekaluva	07173831	01.03.2025

During the year, an open offer was triggered in the Company pursuant to the sale of shares by the promoters, which was duly completed. Consequent to the open offer, a change in management took place and, on March 27, 2025, the Board members representing the erstwhile promoters resigned from their respective positions.

CEO/CFO CERTIFICATE

Certificate in Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time for the year ended March 31, 2025

To

The Board of Directors Maruti Securities Limited Hyderabad

As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we state that: A. We have reviewed financial statements and the cash flow statement for the quarter and year ended March 31, 2024 and that to the best of their knowledge and belief: 1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; 2) these statements together present a true and fair view of the listed entity‘s affairs and are in compliance with existing accounting standards, applicable laws and regulations. B. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the quarter and year ended March 31, 2025 which are fraudulent, illegal or violative of the listed entity‘s code of conduct. C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have not found any deficiency in the design or operation of internal controls to be disclosed to the auditors and the audit committee. D. We have indicated to the auditors and the Audit committee that

I. There is no significant changes in internal control over financial reporting during the quarter and year ended March 31, 2025; II. There is no significant changes in accounting policies during the quarter and year ended March 31, 2025; and III. There is no instances of significant fraud of which we have become aware and the involvement therein, of the management or an employee having a significant role in the listed entity‘s internal control system over financial reporting.

CERTIFICATE FOR CODE OF CONDUCT

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR

MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Companys website i.e. www.marutisecurities.com.

I confirm that the Company has in respect of the year ended March 31, 2025, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

Annexure - 4

FORM MR-3

SECRETARIAL AUDIT REPORT

(Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To,

The Members

Maruti Securities Limited Hyderabad

I have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by Maruti Securities Limited (hereinafter called "the Company"). Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys Books, Papers, Minutes Books, Forms and Returns filed and other Records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the financial year commencing from April 01, 2024 and ended March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made herein after:

1. I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under; - Not Applicable. iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment and External Commercial Borrowings; - Not Applicable

2. Compliance status in respect of the provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT) is furnished hereunder for the Financial Year 2023-24 a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Complied with yearly disclosures. b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Amended Regulations 2018 Insider Trading Regulations; The Company has framed code of conduct for regulating & reporting trading by insiders and for fair disclosure. c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable as the Company has not issued and Securities during the year under review. d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable as the Company has not issued any Employee Stock Options during the year under review. e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Amendment) Regulations, 2019; Not Applicable as the Company has not issued any debt securities during the year under review. f. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the year under review. However, the company has Aarthi Consulting Private Limited as its Share Transfer Agent. g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009and (Amendment) Regulations, 2018: Not Applicable as the company has not delisted/ proposed to delist its Equity Shares during the year under review. However, the Exchange has proceeded with compulsory Delisting of Securities of Company pursuant to Regulations 22 read with Section 21A of Securities Contracts (Regulation) Act, 1956 and Rule 21 of Securities Contracts (Regulation) Rules, 1957, and against to which the Company has made representations to the exchange on revocation of Suspension and the reply is awaited from the Exchange. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable as the Company has not bought back/ proposed to buy-back any of its securities during the year under review. i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were complied. i. SEBI Circular HO/DDHS/CIR/P/2 018/144 DATED NOVEMBER 26, 2018

Disclosure of Large Corporate; was complied. ii. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; Company has complied to the extent of applicable provisions.

3. Other applicable laws include the following: a. Factories Act, 1948 b. Payment Of Wages Act, 1936, and rules made there under, c. The Minimum Wages Act, 1948, and rules made there under, d. Employees State Insurance Act, 1948, and rules made there under, e. The Employees Provident Fund and Miscellaneous Provisions Act, 1952, and rules made there under, f. The Payment of Bonus Act, 1965, and rules made there under, g. Payment of Gratuity Act, 1972, and rules made there under,

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company secretaries of India.

I further report that:

? The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

? During the year, an open offer was triggered in the Company pursuant to the sale of shares by the promoters, which was duly completed. Consequent to the open offer, a change in management took place and, on March 27, 2025, the Board members representing the erstwhile promoters resigned from their respective positions. ? Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. ? I, further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

? The compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed thoroughly in this audit since the same have been subject to review by the statutory financial audit and other designated professionals.

Annexure-A

To

The Members of

Maruti Securities Limited Hyderabad

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have relied on the reports given by the concerned professionals in verifying the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.