Directors Report of Martin Burn Ltd.

Mar 31, 2025

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)

	Period ended 31.03.2025	Period ended 31.03.2024
Profit before interest, Depreciation and Taxation (PBIDT)	824.73	257.27
Less: Interest Expenses	87.38	92.34
Profit/(Loss) before depreciation & Taxation (PBDT)	737.35	164.93
Less: Depreciation	25.36	22.10
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	711.99	142.83
Add: Exceptional items	0.04	0.10
Profit/ (Loss) Before Tax (PBT)	712.03	142.93
Less: Provision for Taxation/ (Deferred Tax)	112.79	24.55
Profit/ (Loss) After Tax (PAT) (A)	599.24	118.38
Add: Adjustments during the year (B)	0.00	0.00
Profits available for appropriation (A B)	599.24	118.38

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:

Name of Director	Designation	DIN
Mr. Kedar Nath Fatehpuria	Chairman and Managing Director	00711971
Mr. Manish Fatehpuria	Executive Director	00711992
Mrs. Sarika Fatehpuria	Non-Executive Woman Director	03570828
Mr. Mahesh Kumar Tibrewal	Non- Executive Independent Director	00987782
Mr. Devesh Hansraj Poddar	Non- Executive Independent Director	08664698
Mr. Prakash Khetan	Non- Executive Independent Director	01143678

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.

Sl. No.	Date	Board Strength	No. of Directors Present
1	29th May 2024	5	5
2	14th June 2024	6	6
3	12th August 2024	6	6
4	24th October 2024	6	6
5	28th January 2025	6	6
6	31st March 2025	6	6

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:

Particulars	Amount
Foreign exchange earnings	Nil
Foreign exchange outgo	Nil

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:

Mr. Kedar Nath Fatehpuria	Chief Executive Officer and Managing Director
Mr. Manish Fatehpuria	Whole-time Director
Mr. Ranjit Mahato	Chief Financial Officer
Ms. Khushbu Saraf	Company Secretary

Name of the Director	DIN / Membership No.	Category	Date of Appointment / Re-appointment Cessation	Remarks
Mrs. Sarika Fatehpuria	03570828	Non-Executive Non-Independent	06-08-2024	Re-appointed, Director retired by rotation.
Mr. Rajendra Kumar Khetan	02472977	Non-Executive Independent Director	04-04-2024	Cessation due to his sad and sudden demise.
Mr. Prakash Khetan	01143678	Non-Executive Independent Director	14-06-2024	Appointment as an Non¬ Executive Independent Director

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 [e-mail]

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

ANNEXURE	PARTICULARS
I	Report on Corporate Governance
II	Managing Director''s Certificate under Regulation 34(3) read with paragraph D of Schedule V to the SEBI (LODR) Regulations 2015
III	Certificate on Corporate Governance
IV	Certificate of Non-Disqualification of Directors and Secretarial Audit Report,
V	Management Discussion and Analysis Report
VI	Key Financial Ratio
VII	Information forming part of the Board''s Report pursuant to Rule 5 of the company (Appointment and Remuneration of managerial personnel) rules, 2014.
VIII	Letter to shareholder for updation of Shareholders'' details in the records of the Company
IX	Payment of dividend in electronic mode.
X	Transfer of Equity Shares and Unclaimed Dividend of the Company in respect of which dividend has been unclaimed for seven consecutive years to Demat Account of the IEPF Authority.

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)

---

Mar 31, 2024

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 31,2024.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following performance, for the year ended March 31,2024:		(In Lakhs)
	Period ended 31.03.2024	Period ended 31.03.2023
Profit before interest, Depreciation and Taxation (PBIDT)	257.27	236.61
Less: Interest Expenses	92.34	89.19
Profit/(Loss) before depreciation & Taxation (PBDT)	164.93	147.42
Less: Depreciation	22.10	20.14
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	142.83	127.28
Add: Exceptional items	0.10	3.20
Profit/ (Loss) Before Tax (PBT)	142.93	130.48
Less: Provision for Taxation/ (Deferred Tax)	24.55	30.68
Profit/ (Loss) After Tax (PAT) (A)	118.38	99.80
Add: Adjustments during the year (B)	0.00	0.00
Profits available for appropriation (A B)	118.38	99.80

NATURE OF BUSINESS

The Company is engaged in the activities ofWork 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. 8.53 crores as compared to Rs. 5.42 crores for the previous year on account of muted sales from the ongoing developments; profit before tax stood at Rs. 1.43 crores as compared to Rs. 1.30 crores for the previous year representing an increase of 10%.

Your Company had to exit the proposed low cost housing project - ''Jeevanam'' due to adverse market condition and had to book a loss in the process. However your company has started to monetize the leasehold assets by converting them to sale for prospective buyers for a premium. In the coming years your company shall by monetizing these leasehold assets which will boost the top line and the bottom line of your company.

FUTURE OUTLOOK

Your Company wants to continue to focus and grow its affordable housing strategy 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 focussed 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 average cost of borrowing and in effect improve its quality of debt.

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. Growth of affordable housing development

Given the healthy traction and expected demand and sales momentum, your Company has been working on a comprehensive strategy to grow its development business in the affordable housing segment. The segment is expected to benefit robustly due to the increasing consumer confidence and the positive tailwinds provided by favourable central government policies. We feel that we can do a lot more in this space and subsequently add greater value to the business.

DIVIDEND

Your Company had to suffer a substantial loss due to the exit of the low cost housing project. The Directors have, therefore,

not recommended any dividend for the Financial Year 2023-24.

BOARD OF DIRECTORS

The Board of your Company consists of the following directors as on 31st March 2024:

Name of Director	Designation	DIN
Mr. Kedar Nath Fatehpuria	Chairman and Managing Director	00711971
Mr. Manish Fatehpuria	Executive Director	00711992
Mrs. Sarika Fatehpuria	Non Executive Woman Director	03570828
Mr. Mahesh Kumar Tibrewal	Non- Executive Independent Director	00987782
Mr. Rajendra Kumar Khetan	Non- Executive Independent Director	02472977
Mr. Devesh Hansraj Poddar	Non- Executive Independent Director	08664698

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary / associate / joint venture company for the year ended 31st March 2024. 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 2022-2023, 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 2023-2024, 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 5 (Five) times during the financial year ended March 31,2024 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.

Sl. No.	Date	Board Strength	No. of Directors Present
1	29th May 2023	6	6
2	25th July 2023	6	6
3	16th October 2023	6	6
4	10th January 2024	6	6
5	31st March 2024	6	6

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 2023.

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.

The Report given by the Statutory Auditors on the financial statements of the Company for the financial year ended 31st March, 2024 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 2023-24 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

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 not granted any loans or guarantee under section 186 of the Companies Act 2013.

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 2023-24.

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:
Particulars	Amount
Foreign exchange earnings	Nil
Foreign exchange outgo	Nil

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

It is not obligatory on the part of your Company to have a Corporate Social Responsibility Policy/Committee since your Company''s net worth, turnover and net profit during the financial year ended 31st March, 2024 is below the threshold limits as specified in 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 2023-24, 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 Woman Director. Details given in the Corporate Governance Report.

Details of Key Managerial Personnel:
Mr. Kedar Nath Fatehpuria	Chief Executive Officer and Managing Director
Mr. Manish Fatehpuria	Whole-time Director
Mr. Ranjit Mahato	Chief Financial Officer
Ms. Khushbu Saraf	Company Secretary

PARTICULARS OF CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL DURING THE YEAR
Name of the Director	DIN / Membership No.	Category	Date of Appointment / Re-appointment Cessation	Remarks
Mr. Manish Fatehpuria	00711992	Executive Director	30-06-2023	Re-appointed, Director retired by rotation.

Mrs. Sarika Fatehpuria, Non-Executive Director (DIN: 03570828) who retires by rotation and being eligible, offers herself for Re-appointment.

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.

HUMAN RESOURCE DEVELOPMENT

During the year under review, your Company focussed on its People strategy towards creating a high performing work culture. The cornerstone of your Company''s talent strategy was to redesign the organisation 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 as ''Annexure V'' 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 [e-mail]

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 IV 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 2024, 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, 2024 amounts of Rs. 4,44,928/- are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY 2017-18 and FY 2018-19. 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. 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 in accordance with the procedure prescribed in the Rules. First of such transfers shall happen in FY 2024-25.

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders, still 10.28% 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

ANNEXURE	PARTICULARS
I	Report on Corporate Governance
II	Managing Director''s Certificate under Regulation 34(3) read with paragraph D of Schedule V to the SEBI (LODR) Regulations 2015
III	Auditor''s Certificate on Corporate Governance
IV	Certificate of Non-Disqualification of Directors and Secretarial Audit Report,
V	Management Discussion and Analysis Report
VI	Key Financial Ratio
VII	Information forming part of the Board''s Report pursunt to Rule 5 of the company (Appoinment and remunaration of managerial personnel ) rules, 2014.
VIII	Letter to shareholder for updation of Shareholders'' details in the records of the Company
IX	Payment of dividend in electronic mode.

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.

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Sep 30, 2014

To the Members,

The Directors are pleased to present the Annual Report 2013-14 together with Audited Statements of Accounts of the Company for the period ended 30th September, 2014, (15 months).

FINANCIAL RESULTS (Rs. In lakh)

15 months period ended 30.06.2013 ended 30.09.2014 ended 30.06.2013

Profit before Interest, Depreciation and Taxation 152.67 277.47

Less : Interest Expense 104.27 128.66

Less : Depreciation 29.15 28.47

Profit /(Loss) before taxation 19.25 120.34

Add / (Less) :Provision for taxation 8.23 33.71

Profit /(Loss) after taxation 11.02 86.63

Adjustment of taxation for earlier year (151.67) -

Profit/(Loss) after adjustment previous year''s appropriation (140.65) -

Un-appropriated Profit brought forward from previous years 1183.60 1096.98

Profit available for appropriations 1042.96 1183.60



DIVIDEND

Directors regret that they are unable to recommend any dividend on Equity Shares for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 11.02 Lacs against the corresponding Profit Rs. 86.63 Lacs, as reported last year.

For the development of our prime and valuable property situated at 63, Chowringhee Road, Kolkata - 700 020., Company is taking all necessary steps for arranging adequate finance and negotiating with the tenants for vacating the premises.

Company is very much hopeful to finalise the development Programme of this project within next financial year. Once it is regularized company will be on in a position to achieve high growth on top line and bottom line, which would results into very high appreciation in the share value of the Company in the subsequent years.

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit during for

the period ended 30.09.2014. The Company has complied with the provisions of Section 76 of the Companies Act, 2013 and not accepted any new Deposits.

INSURANCE

The properties and insurable assets of the Company, like building, machinery and stock, among others, are adequately insured.

HUMAN RESOURCES

One of the key success factors for the sustainable growth of the organization has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders.

DEMATERIALISATION OF SHARES

Despite several requests to the Shareholders for dematerialization of the shares, still 11.33% of shares are in physical form. We are again requesting the Shareholders of the Company to dematerialize the same by contacting our Registrar & Transferring Agent.

Shareholders are further requested to intimate their e-mail

Id''s in company''s e-mail ID : [e-mail] or to our Registrar''s e-mail ID: [e-mail] to enable the Company to mail softcopy of Annual Report, Notice and other detail to maintenantain the e-governance service, which is mandatory.

DIRECTORS

The Board of Directors of the Company strength comprises Eight (8) Directors of which (4) four are Non-Executive Independent Directors and which are (3) three Non- Executive Director as on date 22nd February 2015 in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

In accordance with the Provisions of the section 149 (9) and the code for independent Director in schedule IV of the Companies Act, 2013, re-appointment of Shri Ram Karan Tiwari - (DIN : 00225105) and Shri Hansraj Bisandayal Poddar - (DIN : 6453113) as an Independent Directors, whose retires by rotation and being eligible has offered himself for re-appointment for 3 (Three) years under the provisions of the Companies Act, 2013, at this Annual General Meeting.

Appointment of three (3) new Directorships namely are Shri Pawan Murarka - (DIN : 01690111) and Shri Prakash Khetan - (DIN : 01143678) be and are hereby inducted in the Board as Additional Directors in Independent capacity w.e.f. 14.03.2015 as per section 149 sub section (4) of the Companies Act, 2013 and also appointment of an Additional Director pursuant to section 160 to Mrs. Sarika Fatehpuria - (DIN : 03570828) in Non-Executive Director capacity for a period of 3 years w.e.f. 14.02.2015, these are not liable to retire by rotation and subject to approval of the shareholders of the Company. All the Independent Directors and non-executive director of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting is annexed as additional information to the notice as required under clause 49 of the Listing Agreement and your board recommends their appointment / reappointment as set out in the notice.

Management Discussion & Analysis and Corporate Governance Report.

A report on Corporate Governance and Management Discussion Analysis, as required under clause 49 of this Listing Agreement are annexed and forms parts of Annual Report.

A Certificate from the Company Secretary in Practice of the Company, M/s A. K. Labh & Co - CP - 3238 confirming compliance with the conditions of the Corporate Governance is also annexed.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company''s foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that:

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

ii) Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 30th September, 2014 and of the profit of the Company for the year ended on that date

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The annual accounts of the Company have been prepared on a going concern basis

AUDITORS

M/s. Saraf & Co. - (Registration Number - 3120453), Statutory Auditors of the Company appointing as Statutory Auditors in terms of Section 139, 141,142, and 144 of the Companies Act, 2013 and the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, for a period of (5) five years till the conclusion of 72nd Annual General Meeting to be held in the year 2019, which is subject to annual ratification by the members of the Company.

AUDITOR RESERVATION

M/s. D.P. Sen & Co. provide an Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self explanatory; hence do not call for any further comments under Section 217 of the Companies Act, 1956.

LISTING

The Company''s shares are listed at The Calcutta Stock Exchange Association Ltd., The Bombay Stock Exchange Ltd., The Uttar Pradesh Stock Exchange Ltd and the Delhi Stock Exchange Ltd. The Company has made the application for delisting of its equity shares from Uttarpradesh Stock Exchange Ltd. and Calcutta Stock Exchange Association Ltd. we are waiting for approval and for further procedures we are still awaiting.

Traded at - The Bombay Stock Exchange Ltd. BSE SCRIP CODE - 523566

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A.K. Labh & Co., Company Secretaries in terms of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956 is attached and forms part of our report.

ACKNOWLEDGEMENT

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorizes, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co-opera on with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company. We would also like to express sincere thanks to our shareholders & stakeholder for their confidence and understanding.

Registered Office: By Order of the Board of Directors "MARTIN BURN HOUSE" For MARTIN BURN LIMITED 1, R.N. Mukherjee Road Kolkata - 700 001. CIN NO. L51109WB1946PLC013641 K.N. FATEHPURIA Phone no : 033-2230-3371/3022-5780/81 Chairman & Managing Director Email id : [e-mail]

Place : Kolkata SUNIL FATEHPURIA Date : February 21, 2015. Director

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Jun 30, 2013

The Directors are pleased to present the 66th Annual Report together with Audited Statements of Accounts of the Company for the (15 months) period ended 30.06.2013.

FINANCIAL RESULTS (Rs. In lakh)

15 months period 12 months period ended 30.06.2013 ended 31.03.2012

Profit before Interest, Depreciation and Taxation 277,47 202.27

Less interest Expense 128.66 111.93

Less: Depreciation 28.47 20.21

Profit /(Loss) before taxation 120.34 70.13

Add/(Less) :Provision for taxation 33.71 17.79

Profit/(Loss) after taxation 86.63 52.34

Unappropriated Profit brought forward from previous years 1096.98 1044.64

Profit available for appropriations 1183.61 1096.98

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 86.63 Lacs against the corresponding Profit of Rs. 52.34 Lacs, as reported last year.

We are pleased to report that the company has achieved a good growth in construction and other activities. Company is keenly maintain this trend during the forth coming years too.

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit for the period 30.06.2013 The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

The growth strategy of our company has been our employees and during the year under review by the board a cordial relationship was maintained with the employees. The Directors wish to place on record their sincere appreciation in respect of the services rendered by all the employees of the Company.

DIRECTORS

Shri Vijay Kumar Fatehpuria - Director of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Shri Pawan Kumar Murarka - Non Executive Director of the Company has resigned from the Board of Directors with effect from 17.10.2013 and Board of Director have appointed Sri Hansraj Poddar i.e. 17.10.2013, in his place. The Board of the Directors of the company place or record its appreciation for the valuable contribution made by him to the Company during his tenure as a Director. The Boards also appointed Shri Sunil Fatehpuria on 01.06.2013, as additional Director.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company''s foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 [2AA] of the Companies Act 1956, the Directors state as follows:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company;

2. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period 30.6.2013 (15 Months).

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

LISTING

The Company''s shares are listed at the Bombay Stock Exchange Ltd. and The Calcutta Stock Exchange Association Ltd (delisting of equity shares has already applied).

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/sA K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

AUDITORS''OBSERVATIONS

The Reports of the Auditor including references made therein to the Notes forming part of the Statement of Accounts are self -explanatory and do not call for any further explanation.

AUDITORS

The Company Auditors, M/s D.P. Sen & Co., Chartered Accountants, (Firm Registration no. 301054E). Hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

APPRECIATION

Your Board of Directors wish to place on record their sincere appreciation for the valuable and continued support received from the Shareholders, Stakeholder, Company''s Banker''s Central and State Government Authorities, Clients, Suppliers, Stock Exchange(s) and all other Business Associates for their understanding and to help growth of the organization. The Board of Directors also wish to place on record their deep appreciation for the services of devoted executives, staff members, successful management and also valuable co- operation and support received from The Federal Bank Ltd, HDFC Bank Ltd, Axis Bank Ltd. in arriving this year''s results. On behalf of the Board

Place :Kolkata K. N. Fatehpuria

Date: 29.08.2013 Managing Director

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Mar 31, 2012

The Directors are pleased to present the 65th Annual Report together with Audited Statements of Accounts of the Company for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in lakh) 2011-2012 2010-2011

Profit before Interest, Depreciation and Taxation 202.27 246.50

Less: Interest Expense 111.93 92.25

Less : Depreciation 20.21 17.34

Profit/(Loss) before taxation 70.13 136.91

Add/(Less): Provision for taxation 17.79 18.23

Profit/(Loss) after taxation 52.34 118.68

Un appropriated Profit brought forward from previous years 1044.64 925.96

Profit available for appropriations 1096.98 1044.64

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 52.34 Lacs against the corresponding Profit of Rs. 118.68 Lacs, as reported last year.

We are pleased to report that the Company achieved a good growth in sales and has seen a remarkable improvement in construction activities. We hope to maintain this trend during the current year too.

The Company owns a premium plot of land at Chowringhee Road, the commercial hub of Kolkata. The market value of the same has appreciated in recent time. Your Company hopes to exploit the same both commercially and residentially in the near future. The Project is expected to pay huge dividend to its shareholders

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit as on March 31, 2012. The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

One of the key success factors for the sustainable growth of the organization has been our employees. The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders.

DIRECTORS

Shri Pawan Kumar Murarka - Director of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Sri Kailash Nath Fatehpuria - Dy. Managing Director of the Company has resigned from the Board of Directors with effect from 31.01.2012. and Sri Sanjay Kumar Bhartiya and Sri Kailash Prasad Dhanuka - Independent Non-Executive Director of the Company has resigned from the Board of Directorship with effect from 10.08.2011 and 31.01.2012. The Board place our records its appreciation for the valuable contribution made to the Company during the tenure as a Director.

STATUTORY INFORMATION

(1) The statement under sub - section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of in the Report of the Board of Directors) Rules, 1988, is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Company's foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state as follows :

1. in the preparation of the annual accounts, the applicable accounting standards had been followed by the Company;

2. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended 31st March, 2012.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the annual accounts have been prepared on a going concern basis.

LISTING

The Company's shares are listed at The Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s A. K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A.K. Labh & Co., Company Secretaries in terms of proviso to Sub-section (1) of Section 383A of the Companies Act, 1956 is attached and forms part of our report.

AUDITORS' OBSERVATIONS

In respect of the reference to the Notes on Accounts in the Auditors' Report, your Directors have to state that the same are self explanatory and do not need further clarification.

AUDITORS

The Company Auditors, M/s D.P. Sen & Co., Chartered Accountants, (Firm Registration no. 301054E). Hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

ACKNOWLEDGEMENT

We wish to acknowledge the understanding, support and the services, sincerity of the workers, staffs and executives of the Company, which have contributed to the efficient operations and Management of the Company. Your Directors also whish to place on record the valuable co-operation and support received from The Federal Bank Ltd, HDFC Bank Ltd, Indian Overseas Bank, State Bank of India. Last but certainly by no means least, your Directors would like to thanks various departments of Central and State Government, its shareholders, customers and the public at large for their continued support and confidence.

We would also like to express sincere thanks to our shareholders & stakeholder for their confidence and understanding.

On behalf of the Board

K. N. Fatehpuria

Chairman & Managing Director

Place: Kolkata

Date : 31st May, 2012.

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Mar 31, 2010

The Directors are pleased to present the 63rd Annual Report together with Audited Statements of Accounts of the Company for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS (Rs. in Lakh)

2009-2010 2008-2009

Profit before Interest, Depreciation and Taxation 259.05 285.90

Less: Interest Expense 59.49 61.69

Less : Depreciation 17.24 19.76

Profit/(Loss) before Taxation 182.32 204.45

Add/(Less) : Provision for Taxation 37.74 51.97

Profit/(Loss) after Taxation 144.58 152.48

Un-appropriated Profit brought forward from previous years 781.37 628.90

Profit available for Appropriations 925.96 781.37

DIVIDEND

Directors regret that they are unable to recommend any dividend for the year under review.

PERFORMANCE REVIEW & FUTURE OUTLOOK

The Company has earned a Post Tax Profit of Rs. 144.58 Lacs against the corresponding Profit of Rs. 152.48 Lacs, as reported last year.

We are pleased to report that the Company achieved a good growth in sales and has seen a remarkable improvement in construction activities. We hope to maintain this trend during the current year too.

The Company owns a premium plot of land at Chowringhee Road, the commercial hub of Kolkata. The market value of the same has appreciated in recent time. Your Company hopes to exploit the same both commercially and residentially in the near future. The Project is expected to pay huge dividend to its shareholders

PUBLIC DEPOSIT

The Company has no outstanding Public Deposit as on March 31, 2010. The Company has complied with the provisions of Section 58A of the Companies Act, 1956. The Company is not accepting any new Deposits.

HUMAN RESOURCES

The Company firmly believes that human resources and knowledge capital are vital for business success and creating value for the stakeholders. During the financial year under review, the management continued to have harmonious relation with the employees.

DIRECTORS

Shri Om Prakash Fatehpuria and Shri Kailash Nath Fatehpuria - Directors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

STATUTORY INFORMATION

(1) Section 217 (2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is not applicable, as the remuneration payable to any employee does not exceed the prescribed limit.

(2) The Company does not have any activity related to conservation of energy or technology absorption.

(3) The Companys foreign exchange outgoing and the foreign exchange earning during the year is Nil.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 [2AA] of the Companies Act, 1956, the Directors state as follows :

1. that in the preparation of the annual accounts for the financial year ended March 31, 2010 the applicable accounting standards had been followed and that no material departures have been made from the same;

2. that the Directors 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 of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

LISTING

The Companys shares are listed at The Calcutta Stock Exchange Association Ltd., The Uttar Pradesh Stock Exchange Association Ltd., Bombay Stock Exchange Ltd. and The Delhi Stock Exchange Association Ltd.

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement are annexed and forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s A. K. Labh & Co. confirming compliance with the conditions of the Corporate Governance is also annexed.

COMPLIANCE CERTIFICATE

Compliance Certificate given by M/s. A. K. Labh & Co., Company Secretaries in terms of proviso to sub-section (1) of Section 383A of the Companies Act, 1956, is attached and forms part of our report.

AUDITORS OBSERVATIONS

In respect of the reference to the Notes on Accounts in the Auditors Report, your Directors have to state that the same are self explanatory and do not need further clarification.

AUDITORS

M/s D. P. Sen & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the devoted services rendered by the entire work force during the year under review. Further, your Directors would like to recognize and appreciate the support received from The Federal Bank Ltd., State Bank of India, Punjab National Bank and HDFC Bank. Last but certainly by no means least, your Directors would like to thank various departments of Central and State Government, its shareholders, customers and the public at large for their continued support and confidence.

On behalf of the Board



Place : Kolkata K. N. Fatehpuria

Date : May 31, 2010 Chairman & Managing Director