Marsons Ltd Directors Report

Dear Members,

The Directors have pleasure in submitting their 48^th Annual Report together with the Audited Statements of Account for the period ended on March 31, 2025.

Financial Performance:

The Companys financial performance for the period ended 31^st March, 2025 is summarized below:

(a) Standalone

(Rs. in lacs)

Financial Result	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Revenue	17,177.34	662.23
Profit /(Loss) Before Tax	2,802.08	62.85
Profit /(Loss) After Tax	2,802.08	62.85
EPS (Rs)	1.64	0.05

Consolidated

(Rs. in lacs)

Financial Result	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Revenue	17,177.34	662.23
Profit /(Loss) Before Tax	2,807.08	62.91
Profit /(Loss) After Tax	2,802.08	62.85
EPS (Rs)	1.64	0.05

Operating & Financial Performance

During the year, the net revenue from operations of your Company increased from Rs. 662.23 Lacs to Rs.17,177.34 Lacs. For FY 2024-25, your Companys profit after tax stood at Rs. 2,808.08 Lacs vis-?-vis profit of Rs.62.85 Lacs in the previous year.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2025 and the date of this Report of the Directors.

Management Discussion and Analysis Report

Industry Trend and Development

The Company is engaged in manufacturing of transformers in the capacity range of 100MVA 132KV class. The demand for the Companys product in coming years will increase significantly. The expansion of infrastructure industry and real estate business, extensive rural electrification programme of the Government, development of shopping malls, complexes, etc. demands various type of transformers and the Company in this industry with flexibility will survive and have a bright future.

Opportunities and Threats

The Companys nature of business is capital intensive and hence any delay in cycle causes huge interest loss and marks the bottom line of the Company.

Risk and Concern

The threat is also from unorganized small scale entrepreneurs who sometimes run away with big orders due to their small set up cost. The nature of industry demands blocking of capital for a long period and hence more credit support from the banks are required.

Outlook

The current scenario is very encouraging because the major thrust of our Government is on Power and Infrastructure sector.

Subsidiary / Joint Ventures / Associates

The Company does have Cosol Developments Limited (UK) as the Subsidiary Company at the end of the Financial Year. The details are enclosed as Annexure I.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Companys website at www.marsonsonline.com.

Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Transfer to Reserve

No amount is proposed to be transferred to General Reserve for the year ended 31st March, 2025.

Share Capital

The Total Paid up capital of the Company as on 31^st March 2025 is Rs. 17,21,00,000/- comprising of 17,21,00,000 Equity shares of Re. 1 each. The company had made an allotment of 3,21,00,000 Equity Shares to Strategic Investors on Preferential allotment basis during the Financial Year 2024-25.

Segment wise performance

The Company is primarily a manufacturer of electrical transformer as a single unit. Accordingly, the Company is a single business segment company.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Board of Directors

There has been a change in the composition of the Board of Directors of the Company during the Financial Year. Mr. Binay Kumar Agarwal (DIN: 00566931) has resigned from the post of Wholetime director w.e.f 04.09.2024. Mr. Munal Agarwal (DIN: 03592597) have been appointed as the Managing Director of the Company w.e.f. 02.09.2024. Mr. Debashis Sarkar (DIN: 08741500) have been appointed as Non- Executive Director on 19.02.2025.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys website www.marsonsonline.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately in the attached Corporate Governance Report.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31.03.2025 and state that : (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) 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 profit of the Company for that period; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts on a going concern basis; (v) the Directors 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) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related parties transactions in accordance with provisions of section 188 of the companies Act, 2013 and as identified by Management and Auditors are disclosed in AOC-2 form vide Annexure-II.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.marsonsonline.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 as on 31.03.2024:

a) Mr. Munal Agarwal, Managing Director b) Ms. Uttara Sharma, Company Secretary c) Mr. Sanjay Kumar Rai, CFO

Board Evaluation

Pursuant to the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI dated 05.01.2017 the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its committee.

Corporate Governance

Report on Corporate Governance along with the certificate thereon is separately attached as Annexure III and Annexure IV respectively and forms a part of the Directors Report.

Audit Committee

The Audit Committee comprises of the following Directors:

Name	Status	Category
Ms. Varsha Kedia	Chairperson	Independent Director
Mr. Rohit Shaw	Member	Independent Director
Mr. Mohammad Tinku	Member	Independent Director

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

Name	Status	Category
Mr. Rohit Shaw	Chairperson	Independent Director
Ms. Varsha Kedia	Member	Independent Director
Mr. Mohammad Tinku	Member	Independent Director

The Companys Remuneration Policy is available on the Companys website www.marsonsonline.com and is attached as Annexure -V and forms part of this Report of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

Name	Status	Category
Ms. Varsha Kedia	Chairperson	Independent Director
Mr. Rohit Shaw	Member	Independent Director
Mr. Mohammad Tinku	Member	Independent Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Companys website www.marsonsonline.com

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the BSE Limited. The Companys shares are compulsorily traded in the dematerialized form.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Sultana K & Associates, Practicing Company Secretary (C.P No. 20815), in accordance with the provisions of section 204 of the

Companies Act, 2013. The Secretarial Auditors Report and Annual Secretarial Compliance Report is attached as Annexure- VI and forms a part of this Report of the Directors.

Internal Auditor

M/s HMCG & Associates, Chartered Accountants (FRN. No. 328221E) of 40 Westorn Street, Kolkata- 700013 perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Companys policy not to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VII and forms a part of this Report of the Directors.

Extract of Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.marsonsonline.com.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure VIII and forms a part of the Directors Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.

Details of Sexual Harassment Complaints (FY 2024 2025):

Particulars	Number of Complaints
Number of sexual harassment complaints received during the year	NIL
Number of sexual harassment complaints disposed of during the year	NIL
Number of cases pending for more than 90 days	NIL

Statement on Compliance with the Maternity Benefit Act, 1961

The Company confirms that it complies with all provisions of the Maternity Benefit Act, 1961. All eligible women employees are provided maternity benefits as per the law.

Compliance with the Applicable Secretarial Standards

Your Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

Fraud Reporting

Pursuant to the provisions of Section 134(3) (ca) of the Companies (Amendment) Act, 2015, no fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

Registered Office:
Marsons House,		On behalf of the Board
Budge Budge Trunk Road,
Vill.-Chakmir, P.O. Maheshtala,
Kolkata-700 142	Sd/-	Sd/-
CIN:L31102WB1976PLC030676	Munal Agarwal	Subhash Kumar Agarwala
Phone:033-40616212	Managing Director	Director
Website:www.marsonsonline.com	(DIN:03592597)	(DIN: 00566977)
E-Mail:info@marsonsonline.com
Dated: 12.08.2025