Shareholders meeting

ANNUAL REPORT 2025-26 MARSONS LIMITED NOTICE OF 49th ANNUAL GENERAL MEETING NOTICE is hereby given to the Members of MARSONS LIMITED that the 49th Annual General Meeting (“AGM”) of Marsons Ltd will be held on Wednesday, the 30th day of September, 2026 at 2:00 P.M through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following business: Ordinary Business: 1. To consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2026 together with the Reports of the Directors and Auditors thereon; 2. To appoint a Director in place of Mr. Subhash Kumar Agarwala (DIN: 00566977), who retires by rotation and being eligible, offers himself for re-appointment; Special Business: 3. To ratify remuneration of the Cost Auditor of the Company for FY 2026-27. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s D. RADHAKRISHNAN & CO. (FRN: 000018) of 11A Dover Lane, Kolkata- 700029, Cost Accountant, who has been appointed as the Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year 2026-27, be paid the remuneration of 35,000/- (Rupees Thirty Five Thousand Only) per annum plus applicable taxes / levies and reimbursement of actual out of pocket expenses that may be incurred during the course of audit. RESOLVED FURTHER THAT the Board of Directors and Key Managerial Personnel of the Company, be and are hereby authorized to take such steps and do such acts, deeds and things as may be necessary or desirable to give effects to this Resolution or incidental thereto. Registered Office Marsons House, By order of Board Budge Budge Trunk Road, For Marsons Limited Vill.-Chakmir, P.O. Maheshtala, Kolkata-700 142 CIN: L31102WB1976PLC030676 (Uttara Sharma) Phone: 033-2492 0005 Company Secretary E-Mail: info@marsonsonline.com M. No. A48464 Website: www.marsonsonline.com Dated: 05.09.2026 NOTES: - 1. The Ministry of Corporate Affairs ( MCA), inter-alia, vide its General Circular Nos. 14/2020 dated April 08,2020 and 17/ 2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 05, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 ,09/2024 dated September 19, 2024, and latest being General Circular 03/2025 dated September 22,2025 and subsequent circulars issued in this regard (collectively referred to as MCA Circulars ) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (SEBI Circular) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, Page | 1 ANNUAL REPORT 2025-26 MARSONS LIMITED companies are allowed to hold the AGM through Video Conferencing (VC ) or through Other Audio- Visual Means ( OAVM ), without the physical presence of the Members at a common venue. In compliance with the said Circulars, the AGM shall be conducted through VC/OAVM. The deemed venue for the 49th AGM shall be the Registered Office of the Company. Central Depositories Services (India) Limited (CDSL) will be providing facility for remote e-voting participation in the AGM through VC/OAVM and e-voting during the AGM. 2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. 4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. 5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting. 6. In line with the Ministry of Corporate Affairs (MCA) Circular the Notice of AGM along with the Annual Report for 2025-26 is being sent only through electronic mode to those members whose email addresses are registered with the Company or their respective Depository Participants. Members may also note that the Notice has been uploaded on the website of the Company at www.marsonsonline.com. , website of the Stock Exchange i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com and on the website of CDSL (agency for providing the Remote e-Voting facility) i.e., www.evotingindia.com. 7. The explanatory statement as required under Section 102 of the Companies Act, 2013, (“the Act’) setting out all material facts and reasons for the proposal(s) is annexed to the AGM (notice). Additional information for Items 3 to 5 as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Clause 1.2.5 of the Secretarial Standards-2 (‘SS2’) is annexed to the Notice. 8. Corporate Members are encouraged to attend and vote at the AGM through VC/OAVM. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC/OAVM portal / e-voting portal. Page | 2 ANNUAL REPORT 2025-26 MARSONS LIMITED 9. Details as per the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment /re-appointment at the ensuing Annual General Meeting is appended to the Notice. 10. Members holding shares in dematerialized form are requested to notify immediately any change of address to their Depository Participants (DPs) and those who hold shares in physical form are requested to write to the Company’s Registrar & Share Transfer Agents, M/s. Maheshwari Datamatics Private Limited, 23 R N Mukherjee Road, 5th Floor, Kolkata-700001, West Bengal, Tel: 033-2248 2248, Web S [Showing first 8,000 characters — download PDF for full document]