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 Company’s financial performance for the period ended 31^st March, 2025 is summarized below:

(a) Standalone (Rs. in lacs)

Consolidated (Rs. in lacs)

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 Company’s profit after tax stood at Rs. 2,808.08 Lacs vis-a-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 company’s operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the
going concern status and Company's 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 Company’s 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 Company’s 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.

Company's 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 Company's 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 31 st 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 Company's 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 Company’s
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:

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:

The Company's Remuneration Policy is available on the Company's 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:

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 Company's 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 Company's 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 Auditor’s 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 Company's 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):

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 :L31102WB 1976PLC030676 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