Dear Members,

Your Directors have pleasure in presenting the 31^st (Thirty First) Annual Report, together with the audited financial statements of the Company for the year ended March 31, 2025.

1. FINANCIAL SUMMARY & HIGHLIGHTS:

In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Company have prepared its Standalone Financial Statements as per Indian Accounting Standards ("IND AS") for the Financial Year 2024-25 and the financial highlights are as summarized below:

2. FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:

During the financial year 2024 25, the Company reported a total income of 1,430.11 lakhs, as compared to 0.01 lakhs in the previous year. This income was entirely from other income and primarily relates to the write-back of unsecured loan liability amounting to 1,430 lakhs. There was no revenue from operations in either of the years. Total expenses stood at 128.90 lakhs, mainly on account of other operating expenses. As a result, the Company recorded a net profit of 1,301.21 lakhs for the year, compared to a net loss of 23.51 lakhs in the previous year. The earnings per share improved to 26.02 from a negative 0.47. Although the profit was due to a one-time write-back and not from operating activities, the management believes that the going concern status of the Company is not affected. This confidence stems from the recent change in management and the induction of new promoters with a strong background in the infrastructure sector. The Company plans to restart its operations in alignment with the core business expertise of the new promoters and is optimistic about its future growth prospects.

3. PERFORMANCE AND FUTURE OUTLOOK:

The Company is focused on reviving its business operations following a change in management and the induction of new promoters with proven expertise in the infrastructure sector. With the support and strategic direction of the new promoters, the Company plans to realign its operations with infrastructure-focused opportunities and re-enter the market with a renewed business model.

Management remains confident in the Company's long-term growth prospects and is committed to building a sustainable and profitable future.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

5. RESERVES

During the year your Company has not transferred any amount to General Reserve Account on account of losses.

6. DIVIDEND

The Directors have decided not to recommend dividend for the year.

7. UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of the Company.

8. SHARE CAPITAL

Authorized Share Capital: During the year under review, there was no change in authorized share capital of the Company. Authorized Equity share capital of the company as on March 31, 2025 was 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.

Paid-up Share Capital: Paid up share 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.

Sweat Equity shares: The Company has not issued any sweat equity shares during the financial year under review.

Buy back of Shares: During the year under review, the Company has not made any offer to buy back its shares.

9. ISSUE OF SHARES

During the year under review, the Company has not made any issue of shares.

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

The Board consists of the following Directors as on date of this report:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report:

* Resigned on March 27, 2025

In terms of Regulation 16(1) (d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report:

During the Financial Year 2024-25, the Board of Directors met 7 (Seven) times during the year on 30.05.2024, 19.07.2024, 22.08.2024, 27.08.2024, 30.10.2024, 12.02.2025 and 01.03.2025, the details of which are given in the Corporate Governance Report attached to this Annual Report in respect of which meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings of the Board of Directors was within the period prescribed under the Companies Act, 2013.

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3) (e) of the Act.

The Board of Directors conducted an annual evaluation of its own performance, as well as that of its committees and individual directors, in accordance with the provisions of the Companies Act and SEBI Listing Regulations. A structured questionnaire, based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, was developed. This questionnaire took into account various aspects of the Board's functioning, including its composition, culture, execution, performance of specific duties, obligations, and governance. The evaluation process aimed to ensure the effectiveness of the Board in fulfilling its responsibilities.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was assessed, incorporating feedback from both Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of individual directors based on criteria such as their contribution to board and committee meetings, preparedness, and constructive input. In the subsequent Board meeting, the performance of the Board, its committees, and individual directors was further discussed. The entire Board, excluding the Independent Director being evaluated, participated in the performance evaluation of Independent Directors, ensuring a comprehensive and balanced assessment process.

The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.

Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company's financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The Audit Committee consists of the following members as on date of this report.

All the recommendations made by the Audit Committee during the year had been accepted by the Board.

During the year 4 (Four) Audit Committee Meetings were conducted on 30.05.2024, 19.07.2024, 30.10.2024 and 12.02.2025 in respect of which proper notices were given and the proceedings were properly recorded. The terms of reference of the Audit Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.

The Nomination and remuneration Committee consists of the following members as on date of this Report:

The performance evaluation criteria for independent directors & KMP's are determined by the

Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.

The Remuneration policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications as per the policy of the Company.

During the year 1 (One) meeting were conducted on 01.03.2025 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.

The Stakeholder Relationship Committee was constituted by the Board w.e.f August 14, 2023. The Stakeholder Relationship Committee consists of the following members as on date of this Report:

During the year 1 meeting were conducted on 01.03.2025 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.

The draft annual return as provided under sub-section (3) of Section 92 as at March 31, 2025 is required to place on the Company's website. Due to the upgradation of company website the copy will be placed before the members at the AGM.

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

The Board of Directors of the Company has not revised the Financial Statements and Board's report of the financial year under review.

The Company has not given loans, Guarantees or made any investments during the year which attracts the provisions of Section 186 of the Companies Act, 2013.

The company has entered into contracts with related parties during the year under review, which falls under the purview of Section 188 of the Companies Act, 2013 and the details of these transactions with related parties in form AOC-2 is attached as Annexure-1.

There is no material changes occurred in the Company after the end of the Financial Year and as on date of the Board Report, which will affect the financial position of the Company.

With reference to Section 136(1) this annual report is circulated without the statement pertaining to disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may right to the Company or email at contaft@marutisecurities.com.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure 2 to this Report.

The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

During the year under review, there were no operations and hence, requirement of disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo doesn't arise.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

A separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance, is annexed as Annexure 3, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.

The company was undergoing the Corporate Insolvency Resolution Process (CIRP) and did not have any operational activities. As a result, there was no segment reporting for this period. The absence of active business operations during the insolvency process rendered segment reporting unnecessary for the year.

The members at its Annual General meeting held on September 30, 2022, pursuant to the provisions of the Section 139 and other applicable provisions of the Companies Act, 2013, appointed M/s. P. Murali & Co., (FRN: 0072578), Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office up to the conclusion of 33^rd Annual General Meeting to held in the year 2027.

In this Regard, M/s P. Murali & Co., has provided a declaration stating that they are not disqualified to continue to act as the Statutory Auditors of the Company.

Ms. Arpita Pareek, of Arpita & Associates, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the Financial Year 2024-25, who had conducted the Secretarial Audit of the Company for the year ended March 31, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025 under the Act, as

"Annexure 4".

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March 31, 2025 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, and the comments of Board on observations in the Secretarial Audit Report are detailed below:

The Board of Directors of the Company appointed Mr. V Guna Sekhar Reddy to conduct Internal Audit of the Company for the Financial Year ended March 31, 2025.

Section 148 of the Companies Act, 2013 read with the rules made there under, the provisions of Cost Audit is not applicable on the Company during the year under review.

Your Company has effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. Our management assessed the effectiveness of the Company's internal control over financial reporting

(as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31, 2025.

Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

M/s. P. Murali & Co., Chartered Accountants the statutory auditor of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records, preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the Operating Management, and after due enquiry, it is confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; (e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

Independent Director of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices. The details of familiarisation programme held in FY 2024-25 are also disclosed on the Company's website.

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is in compliance of applicable Secretarial Standards.

The details of Sexual Harassment Complaints received and their treatment during the year are as follows: 1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A 3. No. of cases pending for more than ninety days: N.A

4. No. of workshops or awareness programme against sexual harassment carried out: None 5. Nature of action taken by the employer or District officer: N.A

There have been no significant and material orders passed by any regulators, courts, or tribunals impacting the going concern status and the Company's operations in the future.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social and Governance (ESG) disclosures along with assurance Business Responsibility and Sustainability Report core for their value chain. The Business Responsibility and Sustainability Report is not applicable for the Company during the year.

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Company has formulated the following policies and these policies will be placed in Company website once the website comes live. Website is under construction as per SEBI (LODR) Regulations: (a) Archival Policy; (b) Code of Conduct for Board of Directors and Senior Management; (c) Policy for determination of materiality of events/ information; (d) Diversity of Board of Directors Policy; (e) Policy on Fair Disclosure Code; (f) Policy on Familiarisation Program for Independent Directors; (g) Policy for determining Material Subsidiaries; (h) Code for prohibition of Insider Trading; (i) Code of practices and procedures for fair disclosure of unpublished price sensitive information; (j) Code of conduct to regulate, monitor and report trading by its designated persons and their immediate relatives; (k) Policy on materiality of related party transactions and on dealing with related party transactions and guidelines; (l) Vigil Mechanism / Whistle Blower Policy; (m)Corporate Social Responsibility Policy; (n) Anti- sexual Harassment Policy; (o) Risk Management Policy; (p) Nomination and Remuneration Policy; (q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors; (r) Policy on Preservation of Documents; (s) Policy on Succession Planning; and (t) Dividend Distribution Policy.

There was no suspension of trading in the equity shares of the Company during the financial year under review.

There were no instances of failure to implement any corporate actions during the financial year under review.

The Executive Director and CFO certification of the financial statements for the year 2024-25 is annexed in this Annual Report.

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory and government authorities and for the valuable contributions made by the employees of the Company.

This form pertains to the disclosure of particulars of contracts/arrangements entered into between the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arms-length basis:

3. Details of contracts or arrangements or transactions not in the ordinary course of business

All related party transactions that were entered during the financial year were on arms-length basis and are according to the policy of related party transactions adopted by the Company.

1. The ratio of the remuneration of each Director including perquisites to the median remuneration of the employees of the Company for the year 2024-25:

2. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

3. The percentage increase in the median remuneration of employees in the financial year: Nil

4. The number of permanent employees on the rolls of company: 2

5. The average Increase in percentage of salaries of employees other than managerial personnel in 2024-25: Nil and there is no change in managerial remuneration of Executive Directors.

6. We affirmed that the remuneration is as per the Remuneration Policy of the Company.