The Board of Directors of the Company have great pleasure in presenting the 36^th Board's Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is
summarized as follows:

(Amount in lakhs)

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

Our Company is engaged in the business of manufacturing and selling of wires, cables wires and
conductors in India, with an operating history of over 35 years in power cable industry in India. We
commenced our operations with manufacturing of wires (with aluminium / copper conductor), XLPE
/PVC cables, Aerial Bunched Cables, subsequently we included AAAC (All Aluminium Alloy Conductor)
and ACSR (Aluminium Conductor Steel Reinforced) Conductors and had made our presence in the
industry. We have been manufacturing XLPE, PVC & Aerial Bunched Cables for last 3 decades. Recently,
we have started ACSR - Aluminium Conductor Steel Reinforced, AAAC - All Aluminium Alloy Conductor,
ABC - (Aerial Bunched Cable) for distribution & transmission power lines.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 11,166.77 Lakhs for the
year ended March 31, 2025 as against Rs. 7207.51 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 706.80 Lakhs for the year ended March 31, 2025 as
compared to Rs. 430.47 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 519.54 Lakhs as
compared to Rs. 303.65 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

During the year, your directors do not recommend any Dividend for the year ended March 31, 2025 to
conserve resources and profit for future growth prospective of Company.

In Financial year 2024-25 the reserve maintained with the Company is Rs. 1,347.88 lakhs while in the
year 2023-24 reserve was Rs. 828.34 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

There is no change in the status of the Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS
REPORT:

There have no material changes and commitments affecting the financial position of the Company which
have occurred between the date of the Balance Sheet and the date of this Report.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from
time to time, during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31,
2025.

8. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

There is no Change in the Authorized Share Capital of the company during the year under review.

The Authorized Share Capital of the Company as on March 31, 2025 is Rs 25,00,00,000/- divided into
2,50,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

There is no Change in the paid-up capital of the company during the year under review.

As on March 31, 2025, the paid-up capital was Rs 18,69,90,000/- divided into 1,86,99,000 shares of Rs
10/- each.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

As on March 31, 2025 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company’s shares are listed on NSE EMERGE platform with ISIN INE0QP001012 & NSE Symbol:
MARCO.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on
March 31, 2025 were as follows:

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfil the
criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who
are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform
the test within time limit stipulated under the act. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of
Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 8 times during the financial year ended March 31, 2025 in accordance with
the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between
two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per
Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the
Company actively participated in the meetings and contributed valuable inputs on the matters brought
before the Board of Directors from time to time.

14. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of
applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by
the Board.

Further the Committee members met 5 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of
section 177 of the Companies Act, 2013.

Composition of the Committee:

Further the Committee members met 1 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.

Composition of the Committee:

Further the Committee members met 1 time during the year for conducting the Meeting.
Shareholders Meeting:

15. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications,
professional experience and knowledge of the Board members necessary for achieving sustainable and

balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee
shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on
the Board of Directors of the Company and persons in the Senior Management of the Company, their
remuneration including determination of qualifications, positive attributes, independence of directors
and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory
modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad
guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual
directors including the chairperson and the Independent Directors. The aforesaid Nomination and
Remuneration Policy has been uploaded on the website of your Company www.marcocables.com.

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of NSE., the provisions of Corporate Governance are
not applicable on the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies
to enable them to familiarize with the Company’s procedures and practices, the website link is
www.marcocables.com.

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the performance of Board, its Committees and Individual
Director including Independent Directors. The questionnaires were prepared after taking into
consideration the various facets related to working of Board, its committee and roles and
responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors including Independent Directors on the basis of the criteria and
framework adopted by the Board. Further, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The
Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of
Independent Directors, the performance of Non-Independent Directors, performance of Board as a
whole and performance of the Chairman was evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also
used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind of unfair treatment or victimization. The
Whistle Blower Policy is disclosed on the website of the Company at www.marcocables.com.

20. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for
the Company. The Audit Committee has additional oversight in the area of financial risk and controls.

Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis.

21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013
are given in the Note to the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s
length basis and in the ordinary course of business. No materially significant related party transactions
which required the approval of members, were entered into by the Company during the Period under
review. Further, all related party transactions entered by the Company are placed before the Audit
Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as
referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the
Form No. AOC-2 are annexed and marked as Annexure - A.

24. AUDITORS:

STATUTORY AUDITORS

M/s Jay Gupta & Associates, Chartered Accountants, (Firm Registration No. 329001E)) were appointed
as the statutory auditors of the Company at the 35^th Annual General Meeting of the Company for a term
of five consecutive years i.e. from F.Y. 2024- 25 to 2028-29, who shall hold office till the conclusion of
the 40^th Annual General Meeting to be held in the year 2029, in terms of provisions of section 139 of the
Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial
year ended March 31, 2025, which forms part of this Report. Also, there is no qualifications,
reservations or adverse remarks made by M/s Jay Gupta & Associates Statutory Auditor of Company in
their Audit Report for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip
Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the
year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to
this report marked as Annexure B and forms part of this report.

INTERNAL AUDITORS

During the year under review, M/s Kukreja & Associates, Chartered Accountants, (FRN - 133492W) had
been appointment as Internal Auditor of the Company for F.Y. 2024-25.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of
fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies
Act, 2013, during the year under review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call
for any further explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in the Secretarial Auditor' report.

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March 2025 is
available on the Company’s website www.marcocables.com.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
Annexure - C.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

(A) CONSERVATION OF ENERGY: The Company has been continuously making efforts to reduce
energy consumption. The management is striving to achieve cost reduction by economical usage of
energy.

(i) The steps taken or impact on conservation of energy: The Company has been continuously making
efforts to reduce energy consumption and the management is striving to achieve cost reduction by
economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy: As the Company needs
only minimum level of energy, it has not looked into an alternative source of energy.

(iii) The capital investment on energy conservation equipment: The company have installed 217 KW
capacity solar power system at our factory.

(B) TECHNOLOGY ABSORPTION: The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO: The company has not earned any foreign
exchange, however due to foreign purchases of the company, foreign outgo is $14,17,515.46 and
1,183.30 (^ in lakhs).

28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in this Report as Annexure D which forms part of this Report.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits
of the society, by contributing to the social, economic and environmental development of the society at
large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of latest Audited financial
Result as on 31st March, 2025, Hence the Company is required to adopt the CSR Policy or constitute CSR
Committee in the financial year 2025-26.

Accordingly, the Board of Directors in their meeting held on Tuesday, September 02, 2025, has
constituted the Corporate Social Responsibility Committee of the Company as per the above provisions
of the Companies Act, 2013. The composition of Committee is as follow:

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act
(as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
www.marcocables.com.

Since the Provisions of Section 135 of Companies Act, 2013 is applicable on the basis of latest Audited
financial Result as on 31^st March, 2025, the Company will comply with all the compliances and spent the
required amount in CSR activities from F.Y. 2025-26. Further the Annual Report on CSR activities
forming part of this Report is attached as Annexure - E.

30. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There
exist at the group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is
strongly opposed to sexual harassment and employees are made aware about the consequences of such
acts and about the constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the Company.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

33. MAINTENANCE OF COST RECORD:

Pursuant to MSME classification limit as approved in the union budget 2025 and the exemption
provided under the Micro, Small and Medium Enterprises Development Act, 2006 read with the rules
mentioned thereunder, any company classifying as medium enterprise having investment in plant and
machinery or equipment not exceeding 125 crore and annual turnover not exceeding 500 crores are not
required to maintain the cost records. Hence, the company falls under the exemption and company is
not required to comply the same.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

35. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website at www.marcocables.com.

36. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

37. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 ('the Act’), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a
going concern basis following applicable accounting standards and that no material departures
have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related
to these financial statements have been made on a prudent and reasonable basis, so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits
and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that
such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your directors place on Record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your directors also Acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.

For and on behalf of the Board
Marco Cables & Conductors Limited

Sd/- Sd/-

Sumit Sugnomal Kukreja Sugnomal Mangandas Kukreja

Managing Director Whole-Time Director

DIN:00254625 DIN:00254773

Date: 02-09-2025
Place: Thane