Marsons Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting their 49 th Annual Report together with the Audited Statements of Account for the Financial Year ended on March 31, 2026.

Financial Results:

The Companys financial performance for the period ended 31 st March, 2026 is summarized below:

(Rs. in lacs)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Total Income	24,707.29	17,177.34	24,746.74	17,177.34
Profit /(Loss) Before	4,221.49	2,802.08	4,226.40	2,807.08
Tax
Profit /(Loss) After	4,628.77	2,802.08	4,632.51	2,802.08
Tax
EPS (Rs)	2.69	1.64	2.69	1.64

Operating & Financial Performance Overview:

During the year under review, the net revenue from operations of the Company increased from Rs. 17,177.34 Lacs to Rs 24,707.29 Lacs and profit after tax stood at Rs 4,628.77 Lacs vis-à-vis profit of Rs. 2,802.08 L acs in the previous year.

Dividend:

Pursuant to the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Dividend Distribution Policy of the Company is available on the Companys website at dividend-distribution-policy-as-per-regulation-43A(1).pdf .

Amount proposed to be transferred to Reserves:

The Company has not transferred any amount to reserves during FY 2025-26.

Change in the nature of business, if any:

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

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, 2026 and the date of this Report of the Directors.

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.

Details of difference between the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the FY 2025-26, the Company has not made any one-time settlement with the banks or financial institutions and hence, the same is not applicable to the Company.

Details of proceeding under Insolvency and Bankruptcy Code, 2016:

The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy, Code during the FY 2025-26.

Subsidiary / Joint Ventures / Associates:

The Company does have Marsons Ventures Limited (UK) ( formerly known as Cosol Developments Limited (UK)) as the Subsidiary Company during the FY 2025-26 . The details are enclosed as ANNEXURE I.

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.

Share Capital:

The Total Paid up capital of the Company as on 31 st March 2026 is Rs. 17,21,00,000/- comprising of 17,21,00,000 Equity shares of Re. 1 each. During the year under review, the Company has not issued any securities, hence there is no change in share capital structure of the Company.

Transfer of Unclaimed Dividend and Shares to the Investor Education and Protection Fund:

The Company has transferred Rs.11,354.00 to the Investor Education and Protection Fund with regard to the Interim Dividend declared by the Company for the financial year 2025-26.

Disclosure of Particulars regarding 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 II and forms a part of this Report of the Directors.

Employees:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the disclosure pertaining to remuneration and other details are set out in

ANNEXURE III to the Directors Report.

Corporate Governance:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is given in ANNEXURE IV along with the certificate from Sultana K & Associates, Practicing Company Secretaries, ACS 44373 and CP No. 20815 confirming compliance with the requirements of Corporate Governance.

Management Discussion and Analysis:

Industry Trend and Development:

The Company is engaged in the manufacture of Extra High Voltage (EHV) power transformers up to 200 MVA, 220kV class, and remains the only manufacturer of transformers in this range in Eastern India, including the North Eastern Region. Demand for the Companys products is expected to grow significantly in the coming years, driven by the Governments continued thrust on power generation and transmission capacity addition, grid strengthening, and rapid growth in renewable energy capacity including solar and wind, which require substantial new transformer and substation infrastructure for evacuation and grid integration. Rural electrification programmes and modernization of the transmission and distribution network add further to this demand. With its established manufacturing base, technical expertise, and strong regional presence, the Company is well-positioned to capitalize on this growing demand and sustain a strong growth trajectory.

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.

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the Board of directors, the Members of the Company at the 47 th Annual General Meeting held on 27 th September 2024, had appointed M/s. NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E) as the Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2029.

The Report issued by M/s. NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E), Statutory Auditor for FY 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer.

During FY 2025-26, there were no complaints reported which resulted in material fraud by the Company or on the Company.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s D. RADHAKRISHNAN & CO. (FRN: 000018) of 11A Dover Lane, Kolkata- 700029, as the Cost Auditors of the Company for the financial year ending March 2027 at a remuneration as mentioned in the Notice convening the 49 th AGM and the same is recommended for consideration and ratification by the members.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Sultana K & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the year ended March 31, 2026. The Secretarial Auditor Report has submitted the report which is appended to this Report as ANNEXURE V. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for FY 2025-26 is enclosed to the Directors Report.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s HMCG & Associates, Chartered Accountants (FRN. No. 328221E) of 40 Westorn Street, Kolkata- 700013 as the Internal Auditors of the Company. The internal Auditors have confirmed that they are not disqualified from being appointed as the Internal Auditors of the Company and satisfy the prescribed eligibility criteria.

There have been no instances of fraud reported by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors to the Audit Committee under Section 143(12) of the Act.

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.

Audit Committee:

The Company has an Audit Committee and as required under Section 177(8) read with Section 134(3) of the Act and the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Act and the LODR. Powers and role of the Audit Committee of the Audit Committee are included in Corporate Governance Report forming part of this report.

Committees of the Board:

The details of all Committees and their terms of reference are set out in the Corporate Governance Report.

Risk Management Policy and Internal Finance Control Adequacy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify & evaluate business risks and opportunities. The framework seeks to create transparency, minimize adverse impact on the business objectives and enhances the Companys competitive advantage. The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory Auditors as well as Internal Auditors.

Directors and Key Managerial Personnel:

There has been a change in the composition of the Board of Directors of the Company during the Financial Year under review. Mr. Harshvardhan Kotia has been appointed as the Chief Executive Officer (CEO) of the company w.e.f 22.07.2025.

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.

Retirement by rotation and subsequent re-appointment:

Mr. Subhash Kumar Agarwala (DIN: 00566977), Director of the Company is liable to retire by rotation at this AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at this AGM.

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 financial statements for the financial year ended on March 31, 2026 and state that: (i) in the preparation of the annual financial statements, 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 Financial Statements 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.

Independent Directors:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence, pursuant to Regulation 20 of the Listing Regulations.

Number of Meetings of the Board:

During the financial year under review, nine Meetings of the Board of Directors were held. The details of the attendance of Directors at their Board Meetings are mentioned in the report on the Corporate Governance annexed thereto.

Policy on Appointment and Remuneration of directors:

On recommendation of the Nomination and Remuneration Committee, the Company has formulated, amongst others, a policy on Directors appointments as well as Remuneration Policy for Directors, Key managerial Personnel, Senior Management and other employees. The Policy of the Company on Directors appointment and remuneration including criterial for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section(3) of section178 is appended as ANNEXURE VI to the Report. The Policy has been posted on the website of the Company nomination-remuneration.pdf .

Annual Evaluation by the Board, its Committees and Individual Directors:

The evaluation framework for assessing the performance of the Board including the Independent Directors are based on certain key measures viz. attendance of board meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders interest.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his/her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

Familiarization Programme:

The information regarding familiarization programme for Independent Directors of the Company is mentioned in the Report on Corporate Governance annexed hereto.

Particulars of Loans, guarantees and investments under Section 186:

There are no guarantees and securities given in respect of which provision of Section 186 of the Act are applicable. Provision of Section 186 in respect of loans and advances given and investment made have been complied with by the Company. Details of the same is available in notes to the financial statements.

During the FY 2025-26, there were no loans taken by the Company from the Directors or their relatives.

Particulars of Contracts and Arrangements with Related Party referred to in section 188(1):

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-VII.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website policy-dealing-related-party-transactions.pdf

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Corporate Social Responsibility:

The Corporate Social Responsibility (CSR) Committee is constituted by the Board of directors, pursuant to Section 135 of the Companies Act, 2013 and CSR Policy has also been framed by the Board as per the said section and Rules made thereunder.

The policy on CSR has been posted on the website of the company at csr-policy.pdf.

The details about initiatives taken by the Company on Corporate Social responsibility during the year is appended at ANNEXURE VIII of the report.

Annual Return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at Regulation 46(2) - Marsons Limited .

Vigil Mechanism/ Whistle Blower Policy:

As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistleblower Policy in place, and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. Policy has been posted on the website of the Company whistle-blower-policy.pdf .

Further, we affirmed that no personnel have been denied access to the Audit Committee.

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

The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committee (ICC) has been set up redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

Details of Sexual Harassment Complaints (FY 2025 2026):

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.

Business Responsibility & Sustainability Report:

As stipulated under the Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as ANNEXURE IX and forms integral part of the Annual Report

Secretarial Standards

During FY 2025-26, the Company has complied with all 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

The Board of Directors wishes to place on record their appreciation for the continued support & co-operation extended during the year by the Companys customers, business associates, vendors, bankers, investors, Govt. authorities & other Stakeholders.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

Registered Office:
Marsons House,	On behalf of the Board
Budge Budge Trunk Road,
Vill.-Chakmir, P.O. Maheshtala, Kolkata-700 142

CIN:L31102WB1976PLC030676
Phone:033-24920005
Dated: 13.08.2026

Munal Agarwal	Subhash Kumar Agarwala
Managing Director	Director
(DIN:03592597)	(DIN: 00566977)