Your Directors' have pleasure in presenting the Annual Report of the Company on its business and operations, together
with the Audited Financial Statements for the year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following performance, for the year ended March 31,2025: (In Lakhs)

NATURE OF BUSINESS

The Company is engaged in the activities of Work Contract & Real Estate development in the Kolkata region. The Company
is involved in all activities across the product value chain from acquisition of land, obtaining approvals, project planning
and execution, to launch, sales & marketing and final delivery of the developed property to the customers.

PERFORMANCE REVIEW

During the year under review, your Company's total revenue stood at Rs. 16.70 crores as compared to Rs. 8.53 crores for
the previous year and the profit before tax stood at Rs. 7.12 crores as compared to Rs. 1.43 crores for the previous year.

FUTURE OUTLOOK

Your Company wants to continue to focus and grow its real estate business by leveraging on its brand name, trust and
unique know-how of the sector. The Development business is hence expected to experience a healthy growth in the
coming few years. The business strategy remains focused on the following key pillars:

a. Efficient Capital Structure

Your Company strives to be a prudent and an efficient steward of your capital. We will continue to explore strategic
options to clean up the balance sheet, reduce our debt and going debt free in the coming year.

b. Timely execution of projects

The Company has in the recent past demonstrated its focus of timely execution of the various projects and continues
to embark on the strategy of creating finished inventory and liquidating its position in a timely manner. This strategy
is incumbent in the current scenario, post the notification of GST and West Bengal Housing Industry Regulatory Act
(HIRA).

c. Development of its Property at Chowringhee Road

Your companies is working hard towards the final negotiation steps for its luxurious project in the heart of
Chowringhee. It expects to start the project in the coming year.

DIVIDEND

Your Company is not immune to the macroeconomic headwinds being faced by every corporation of every size in the
world. The Board strongly believes current market scenario would offer opportunities to re-invest the capital to enable
us to create more wealth and value for the shareholders in long term. Accordingly, to create long term economic value,
the Company should conserve the internal accruals in order to be ready to seize such opportunities. The Directors have
therefore not recommended any dividend for the Financial Year 2024-25.

BOARD OF DIRECTORS

The Board of your Company consists of the following directors as on 31st March 2025:

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary / associate / joint venture company for the year ended 31st March 2025.
EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) read with the provision of Section 134 (3) (a) of the Companies Act, 2013, read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, including amendments thereunder, the
Annual Return filed with the Ministry of Corporate Affairs (MCA), for the Financial Year 2023-24, is available on the website
of the Company, viz. https://www.martinburnltd.com/annual-return-us-92 , and the Annual Return for the Financial Year
2024-25, will be made available on the website of the Company once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (Six) times during the financial year ended March 31,2025 in accordance with the provisions
of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and
provided their valuable inputs on the matters brought before the Board of Directors from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable Indian accounting standards have been followed along
with proper explanation relating to material departures, if any;

ii. They have 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 profits and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

vi. They have devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.
DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declarations that each of them meet the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1) (b) of
the SEBI, (LODR), 2015, the same have been placed and noted in the meeting of the Board of Directors held on 29th May
2024.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent
directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in
terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data
bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Company has received declaration from all the Directors of the Company, none of them are disqualified from being
appointed as directors under Section 164(2) of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of
Section 178 of the Companies Act, 2013 Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Kindly refer section on Corporate Governance, under head 'Nomination and Remuneration Committee'
for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by
this Committee.

A Nomination and Remuneration Policy formulated and adopted, pursuant to the provisions of Section 178 and other
applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors'
appointment and remuneration by the Nomination and Remuneration Committee

The said policy may be referred to, at the Company's website at https://www.martinburnltd.com/policies

STATUTORY AUDITORS & COST AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, as amended, M/s. Saraf & Co. (Firm Registration Number- 312045E) Chartered Accountants, the Statutory Auditors
of the Company, were re-appointed for a second term of five years from the conclusion of the 72nd Annual General
Meeting held on 29th September 2020 till the conclusion of the Annual General Meeting of the Company, to be held in
the year 2025.

However, the statutory auditor has vacated the office from 6th August 2024 for failure to get peer review from the Institute
of Chartered Accountants of India (ICAI). Thereafter, M/s. SD & Associates (FRN: 016223C) was appointed as the statutory
auditors of the Company at the Annual General Meeting held on 06-08-2025 for conducting audit for the Financial Year
2024-25.

The Report given by the Statutory Auditors on the financial statements of the Company for the financial year ended 31st
March, 2025 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer in
the report.

The appointment of Cost Auditor is not mandatory to the Company, hence, the Company has not appointed a Cost
Auditor. Maintenance of Cost Record under Section 148(1) of Companies Act, 2013 is not mandatory for the Company.

SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit
carried out by Messrs T. Chatterjee & Associates, FRN No. - P2007WB067100, Practicing Company Secretaries in Form MR-3
for the FY 2023-25 forms part to this report in Annexure III. The said report does not contain any adverse observation
or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013 except:

1. The disclosure required under Regulation 30 read with clause 7 and 7A of para-A part A of schedule III of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of intimation to the stock exchange
regrading change in Auditor and detailed reasons of such change-

Management Response- The necessary disclosure under regulation 30 of SEBI(LODR) is included in the summary
proceedings of 76th Annual General Meeting and the same is submitted to BSE Limited.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER MADE BY THE AUDITOR IN THE REPORT

There is no Such Qualification

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted a loan of Rs. 59.64 Crores under section 186 of the Companies
Act, 2013 which was approved by the members of the Company by passing a special resolution at its Annual General
Meeting held on 6th August 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules 2014 are disclosed in the Balance Sheet. All the contracts were at arm's length and in
ordinary course of business.

The policy on transactions with 'related party'has been devised by the Board and available in the website of the Company
at https://www.martinburnltd.com/policies.

Further, during the year there were no material related party contracts entered into by the Company and all contracts
were at arm's length and in ordinary course of business.

STATE OF COMPANY'S AFFAIR

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis Report.
TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during Financial Year 2024-25

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the year till the date of this Report, which affect
the financial position of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

The Company doesn't have any particulars to report regarding conservation of energy and technology absorption
as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign Exchange earnings and outgo:

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'
value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding
of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.

CORPORATE SOCIAL RESPONSIBILITY

For the Financial Year 2024-25, it was not obligatory for your Company to form a policy on Corporate Social Responsibility
(CSR) or constitute a CSR committee since your Company's net worth, turnover and net profit during the financial year
ended 31st March, 2024 was below the threshold limits as specified in Section 135 of the Companies Act, 2013.

However, as on 31st March 2025, your company's net profit exceeds Rs.5 Crore, thus, the obligation in respect to CSR
becomes applicable on the Company w.e.f. 1st April 2025, subsequently, the Board of Directors shall prepare a CSR
policy and upload the same on the website of the Company and take all other necessary steps to comply with the CSR
obligations.

Further, your company is exempted from formulation of CSR Committee under sub section (9) of Section 135 of the
Companies Act, 2013.

EVALUATION OF BOARD PERFORMANCE

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance and that of
its committees and individual Directors. The Nomination and Remuneration Committee of the Board has formulated a
Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every
Committee and the Board as a whole shall be evaluated.

CHANGE IN NATURE OF BUSINESS, IF ANY

In the Financial Year 2024-25, there was no change in the nature of business of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE
YEAR

The Board of Directors of the Company comprises of six (6) directors, comprising two Executive Directors including the
Chairman & Managing Director, three Non-Executive Independent Directors and one Non-Executive Non-Independent
Woman Director. Details given in the Corporate Governance Report.

Details of Key Managerial Personnel:

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

None

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding
at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

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:

To the best of our knowledge, the Company has not received any such order from the Regulators, Courts or Tribunals
during the year, which may impact the going concern status or the Company's operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observation has been received from the Statutory
Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PREVENTION OF SEXUAL HARASSMENT

Your Company is committed to providing a safe and secure working environment to its women employees and has
in place the required Internal Complaints Committee as envisaged in the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013.

There were no cases of sexual harassment reported during the year under review.

DETAILS OF APPLICATION OR ANY PROCEEDING HAS BEEN PENDING AGAINST THE COMPANY UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made or any proceeding has been pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH
THE REASONS THEREOF

During the Financial Year 2024-25, your company has not done any one-time settlement in respect with any banks or
financial institutions.

HUMAN RESOURCE DEVELOPMENT

During the year under review, your Company focused on its People strategy towards creating a high performing work
culture. The cornerstone of your Company's talent strategy was to redesign the organization to deliver on business
imperatives and build a leadership pipeline of critical positions.

Your Company's HR Policies are dynamic and are realigned to ensure that they address changing workforce trends, best
practices and legislative requirements, thereby helping to achieve your Company's evolving objective.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building
investor confidence, improving investors' protection and maximizing long-term shareholders' value. As per SEBI Listing
Regulations, the Corporate Governance Report with the Auditors' Certificate thereon and the Management Discussion
and Analysis are attached, which forms a part of this report.

A certificate from a Practicing Company Secretary on Compliance of Corporate Governance as stipulated under Schedule
V (E) of the Listing Regulations, has been attached and forms a part of Annual Report.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on
Corporate Governance, under head 'Audit Committee' for matters relating to constitution, meetings and functions of this
Committee.

There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed to this Report.

However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information
on employees particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, and are available for inspection by the shareholders electronically upto the date of the ensuing Annual
General Meeting. Accordingly, shareholders may write to the Company at investor.relations@martinburnltd.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with paragraph B of Schedule V to the SEBI (LODR) Regulations, 2015, the Management
Discussion and Analysis Report is attached as Annexure V and forms an integral part of this Report.

VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company
has framed the "Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The said
policy is available at the website of the Company at www.martinburnltd.com/policies.

CASH FLOW:

A Cash Flow Statement for the year ended 31st March 2025, is attached to the Balance Sheet as a part of the Financial
Statements.

OTHER DECLARATIONS

During the year under review:

a) The company has complied with Secretarial Standards issued by the Institute of Company Secretaries (ICSI) on the
Board and General Meetings.

b) The company does not have any scheme or provision of money for the purchase of its own shares by employees/
Directors or by trustees for the benefit of employees/Directors.

c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise and

d) There was no change in the share capital or nature of business of the Company.

UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

As on March 31, 2025 amounts of Rs. 4,44,927/- are lying in the unpaid equity dividend account of the Company in
respect of the dividends for FY 2018-19 and FY 2019-20. Members who have not yet received/ claimed their dividend
entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company BY 15th October,
2025. Pursuant Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules”), all dividends remaining unpaid or unclaimed for a period
of seven years and also the shares in respect of which the dividend has not been claimed by the shareholders for seven
consecutive years or more are required to be transferred to Investor Education Protection Fund ('IEPF') in accordance with
the procedure prescribed in the Rules.

A list of such members of unclaimed dividend can be downloaded from our website under download section of investors
tab. A direct link for accessing the same is shared below:

Weblink: https://www.martinburnltd.com/downloads

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders, still 10.11% of equity shares are held in physical form.

As per SEBI notification No SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 no sale or purchase except in case of
transmission or transposition of securities will be allowed in physical form with effect from 180 days from the date of
publication of the said notification in the official gazette. Therefore, we would like to suggest to you to kindly convert your
shares of face value of Rs.10/- each from physical mode to demat mode as it will be beneficial to you. In case you do not
have any demat account, you may contact your nearest Depository Participant (DP) who will guide you in opening the
same. Conversion of physical shares to dematerialized shares is a simple process.

EMPLOYEE RELATIONS

The employee relations remained harmonious throughout the year and your Directors wishes to convey their gratitude
and place on record their appreciation for all the executives, staff and workers at all levels for their hard work, solidarity,
cooperation and dedication during the year.

ANNEXURE FORMING PART OF THIS REPORT OF THE DIRECTORS

ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to thank all the stakeholders - the Government, shareholders, customers,
vendors, bankers and all other associates for their unstinted support and co-operation. Your Directors also wish to place
on record their deep appreciation for the dedication and commitment of all employees of the Company.

For and on behalf of the Board of Directors'
Kedar Nath Fatehpuria

Place: Kolkata Chairman and Managing Director

Date: 26-06-2025 (DIN: 00711971)