To,

The Members,

MARKOBENZ VENTURES LIMITED

(Formerly Known As Evergreen Textiles Limited)

Your Directors have pleasure in presenting the Thirty-Eight (38^th) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs except EPS)

2. OPERATIONAL REVIEW:

During the year under review, company's approach towards growth has delivered satisfactory results during the year 2024-25 as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at March 31, 2025 was Rs. 19,20,00,000/- divided into 1,92,00,000 Equity shares, having face value of Rs. 10/- each fully paid up.

During the year under review, the Company has increased in the Authorised Share Capital of the Company from existing Rs. 20,00,00,000 (Rupees Twenty crore) divided into 2,00,00,000 (Two Crore Only) Equity Shares of Rs. 10/- each to Rs. 55,00,00,000 (Rupees Fifty Five Crore) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Further in the Board meeting held on 21^st March 2024 the Board has approved the issuance of the equity shares of the Company of face value of Rs. 10/- each for an amount not exceeding Rs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue, for which the Company has received approval for allotment from BSE on 06^th May, 2024, the Board of Directors of the Company in their meeting held on 06^th May, 2024 has allotted 1,44,00,000 equity shares face value of Rs. 10.00 each on rights basis to the eligible existing equity shareholders of the Company as on the record date i.e 27^th March, 2024, in the ratio of three (3) rights equity share(s) for every one (1) fully paid-up equity share(s).

5. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there is no change in the nature of business of the Company.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) COMPOSITION:

The Board of Directors includes the Executive, Non-Executive Independent Directors so as to ensure proper governance and management. The Board consists of Seven (7) Directors comprising of Two (2) Executive Director, Five (5) Non-Executive Independent Directors as on March 31, 2025.

b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

c) RE-APPOINTMENTS/APPOINTMENT/ RESIGNATION:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association rotation at the forthcoming Annual General Meeting, Mr. Bhavin Yogesh Shukla, Managing Director of the Company, being eligible, has offered himself for reappointment.

During the year under review following appointment and resignation take place as mentioned under;

Resignation of Mr. Chirag Kanaiyalal Shah (DIN: 09654969) as a Managing Director of the Company with effect from 05^th September, 2024.

Appointment of Mr. Bhavin Yogesh Shukla (DIN: 10718852) as an Managing Director of the Company with effect from 29^th July, 2024.

Appointment of Ms. Sarla Manoj Kakaiya (DIN: 10718800) as an Independent Director of the Company with effect from 29^th July, 2024.

Appointment of Ms. Nirupama Charuhas Khandke (DIN: 01605060) as an Executive Director of the Company with effect from 14^th December, 2024.

Appointment of Mr. Mahendra Kumar Jagdeesh Patel (DIN: 10782956) as an Managing Director of the Company with effect from 10^th March, 2025.

Appointment of Mr. Rakesh Kumar Pandey (DIN: 10778055) as an Independent Director of the Company with effect from 10^th March, 2025.

Resignation of Ms. Avani Savjibhai Godhaniya (DIN: 10387729) as an Women Independent Director of the Company with effect from 17^th March, 2025.

Resignation of Ms. Nirupama Charuhas Khandke (DIN: 01605060) as an Executive Director of the Company with effect from 17^th March, 2025.

Resignation of Mr. Pankaj Tulsiyani as a Company Secretary and Compliance Officer of the Company with effect from 31^st December, 2024.

d) DECLARATION BY NON-EXECUTIVEINDEPENDENT DIRECTORS:

All Non-Executive Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1) (b) of the Listing Regulations.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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 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.

(f) 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.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 10 (Ten) times during the Year and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India. The necessary quorum was present for all the meetings. The details of the meetings are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

12. COMMITTEES OF THE BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

Audit Committee,

Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing regulations") are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance' of the company which forms part of this Annual Report.

14. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on February 27, 2025.

Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, 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 has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.markobenzventures.com).

16. RELATED PARTY TRANSACTIONS:

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on the Company's website and can be accessed at www.markobenzventures.com & Extracts of the Annual return in form MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed at www.markobenzventures.com.

19. AUDITORS:

A) STATUTORY AUDITOR:

During the year under review M/s. NKSC & Co., Chartered Accountants (ICAI Registration No. 020076N), were appointed as the statutory auditors of the company with effect from 16^th August, 2024, to conduct the audit of Financial year 2024-25, in place of M/s. S. Ramanand Aiyar & Co, Chartered Accountants (ICAI Registration No. 000990N) who resigned from the post of Statutory Auditor of the Company on 31^st July, 2024.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. NKSC & Co. Chartered Accountants, on the financial statements of the Company for the Financial Year 2024-2025 is a part of the Annual Report. The Auditors comments on your company's accounts for year ended March 31, 2025 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

The Board of Directors has undertaken to take the corrective steps for the above mentioned qualifications in current financial year.

DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2024-25, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure ‘A' which forms a part of this report.

c) INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed Mr. Anil Jain for the Financial Year 2024-2025.

d) COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year 2024-2025.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2024-2025.

21 . THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

22. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in such Depository. The Company has been allotted ISIN No. INE229N01010. As on March 31, 2025, a total of 14151340 Equity Shares representing 73.70% of the paid up capital of the Company were held in dematerialized form with CDSL. During the year Company has making a best effort to convert all the physical share into dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

23. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors (including Non-Executive Independent Directors), Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website (www.markobenzventures.com..)

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate governance provisions are not applicable to your Company as the Company's paid up Equity Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2025.

However during the current financial year 2024-25 the Company has issued 1,44,00,000 Fully Paid-up Equity Shares of Rs. 10/- each aggregating to an amount of Rs. 14,40,00,000 in total, by way of Rights Issue to the eligible equity shareholders of the Company as on the Record Date in accordance with the provisions of Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, which result in increase of Paid up Share Capital amounting to Rs. 19,20,00,000/-, thereby falls under the criteria as specified for the applicability of Corporate Governance.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there were no business activities during the Year under review, the requisite information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable to the Company during the Year under review.

The Company has not earned and spent any Foreign Exchange during the Financial Year 2024-2025.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the responsibility to assist the Board

(a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management

(b) to establish a framework for the Company's risk management process and to ensure its implementation

(c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices

(d) to assure business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The following changes take place that affects the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements related i.e. March 31, 2025 and the date of this report:

The Company has issued equity shares of the Company of face value of Rs. 10/- each for an amount not exceeding Rs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue to the eligible equity shareholders of the Company as on the Record Date, in accordance with the provisions of Companies Act, 2013 and the rules made there under, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY HELD DURING THE FINANCIAL YEAR

The following transaction take place during the year under review:

Increase in Authorised Share Capital of the Company and Alteration of Capital Clause of Memorandum of Association of the Company from existing Rs. 55,00,00,000 (Rupees Fifty Five crore) divided into 5,50,00,000 (Five Crore Fifty Lakhs Only) Equity Shares of Rs. 10/- each to Rs. 75,00,00,000 (Rupees Seventy Five Crore) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Company has Change the Registered office address within the city from Office No. 144, 14th Floor, Atlanta Building, Plot No 209, Jamnalal Bajaj Road, Nariman Point Mumbai 400021 to Office G-2 & G-3, Samarpan Complex, Link, Opp Satam Wadi, Chakala, Sahar, Sahar P & T Colony, Mumbai, Mumbai, Maharashtra, India, 400099

31 . BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2025.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal. The Sexual Harassment Policy has been posted on the website of the Company (www.markobenzventures.com)

34 . MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the Year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report.

35. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company's Shareholders, Customers and Bankers for the support they have given to the Company and the confidence, which they have reposed in its management for the commitment and dedication shown by them.

For and on behalf of the Board

For MARKOBENZ VENTURES LIMITED

(Formerly Known As Evergreen Textiles Limited)

Sd/-

BHAVIN YOGESH SHUKLA

Managing Director (DIN: 10718852)

Place: Mumbai

Date: 04^th June, 2025