Date: 02.05.2025

Ref. No.ML/BSE/003/25-26

The Department of Corporate Services Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower Dalal Street, Mumbai-400001.

Dear Sir,

Sub. : Notice of Extra ordinary General meeting of the Company going to be held on Friday, the 23rd May 2025.

Pursuant to Regulation 30 of the SEBI (LODR) Resulation, 2015, as amended and any other applicable provision, we are pleased to inform that the Extra Ordinary General Meeting ("EGM") of the Members of the Company will be held on Friday, 23rd May 2025 at 2:00 P.M. through Video Conferencing ("VC")/ Other Audio Visual Means ("OA VM").

The Notice of the Extra Ordinary General Meeting is also uploaded on the Company's website at https://www.marsonsonline.com/images/teams/217 46165013.pdf

The evoting details are as follows:

This is for your information and record.

Thanking you, Yours truly, For Marsons Ltd.

(Uttara Sharma) Company Secretary (M. No. A48464)

Encl: EGM Notice dt. 29th April 2025

Marsons Limited

MARSONS LIMITED CIN:L31102WB1976PLC030676 Marsons House, Budge Budge Trunk Road, Chakmir, Maheshtala, Kolkata- 700142. Website: www.marsonsonline.com Email: [email protected]

NOTICE

NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF MARSONS LIMITED WILL BE HELD ON FRIDAY, 23 RD MAY, 2025 THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO-VISUAL MEANS (OAVM) AT 2.00 P.M. TO TRANSACT THE FOLLOWING BUSINESSES:

SPECIAL BUSINESS:

1. Regularize Appointment Of Mr. Debashis Sarkar (holding DIN- 08741500) As Non-Executive Director Of The Company

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 152 & 161 and all other applicable provisions of Companies Act, 2013 ("Act") Mr. Debashis SarkaI' (holding DIN- 08741500) who was appointed as an Additional director of the company liable to retire by rotation with effect from 19th February 2025, be and is hereby appointed as a Non- Executive Director of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby severally authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form with the Registrar of Companies, West Bengal."

By Order of the Board of Directors Sd/- Uttara Sharma Company Secretary M. No.: A48464

Date: 29'" April, 2025 Place: Kolkata

Notes:

• I. The Extra Ordinary General Meeting ("EGM") will be held on Friday, 23'd May, 2025 at 2.00 p.m. through Video Conferencing (VC)/Other Audio Visual Means (OA VM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 14/2020 dated 08th May, 2020, MCA General Circular No. 17/2020 dated 13 th April, 2020 and 20/2020 dated 5th May, 2020 , 02/202 I dated 13th January, 202 I, 03/2022 dated 5'h May, 2022, 1012022 dated 28'h December, 2022 and 1112022 dated 28'h December, 2022 and SEBI circular SEBI Circular dated 12th May, 2020 , SEBJ Circular dated 15th January, 2021.
• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated January 13, 2021 read with circulars dated May 5, 2020 and April 8, 2020 and April 13,

2020, May OS, 2022 and 28th December, 2022 (collectively referred to as "MCA Circulars") permitted the holding of the Extraordinary General Meeting (" EGM") through VC / OA VM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the EGM of the Company is being held through VC I OAVM. The deemed venue for the EGM shall be the Registered Office of the Company situated at Marsons House, Budge Budge Trunk Road, Chakmir, Maheshtala, Kolkata- 700142.

• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC I OA VM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VCIOA VM and participate there at and cast their votes through e-voting. Body Corporates whose authorized representatives are intending to attend the Meeting through VCIOA VM are requested to send, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting and through E-voting at [email protected] or [email protected] .
• 1. Members attending the EGM through VC I OA VM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Extraordinary General Meeting is annexed hereto.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the subm ission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrar and Share Transfer Agent.
• 1. Members who wish to inspect the Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under section 189 of the Companies Act, 2013 and Relevant documents referred to in this Notice of EG M and explanatory statement on the date of EGM in electronic mode can send an email [email protected] .
• 1. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.
• 1. The Notice of EGM will be placed on the Company 's website www.marsonsonline.com
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephonel mobile numbers, Permanent Account Number(PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic form and to Mis. Maheshwari Datamatics Private Limited, Unit: Marsons Limited. (Share Transfer Agent) at 23 R N Mukherjee Road, 5th Floor, Kolkata-70000 I, West Bengal, Tel: 033-22482248;, Web Site: www.mdpl.in, e-mail: [email protected] in case the shares are held in physical form.
• 1. Members are requested to quote their Folio No. or DP lD I Client lD, in case shares are in physical I dematerialized form, as the case may be, in all correspondence with the Company I Registrar and Share Transfer Agent.
• 1. Shareholders of the Company holding shares either in physical form or in Dematerialized forms as on Benpos date i.e. , 25th April, 2025 will receive the Notice of EGM through electronic mode only pursuant to General circular No. 1712020 dated 13 th April, 2020.
• 1. Electronic copy of the EGM Notice is being sent to all the members whose e-mail addresses are registered with the Company/Depository Participant(s)/ Registrar and Share Transfer Agent of the Company for communication purposes. In case any member is desirous of obtaining hard copy of the EGM Notice, may send request to the Company's e-mail address at [email protected] mentioning Folio No.lDP lD and Client m.
• 1. Information and other instructions relating to e-voting are as under:
• a. 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) and Regulation 44 of SEBl (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement 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 EGM will be provided by CDSL.
• b. The Members can join the EGM 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 EGM through VC/OA VM will be made available to atleast 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 EGM without restriction on account of first come first served basis.
• c. The Company has engaged the services of Central Depository Services Limited ("CDSL") as the Agency to provide e-voting facility.
• d. The Board of Directors of the Company at their meeting held on 29th April, 2025 has appointed Mr. Arun Kumar Jaiswal, (Membership No. FCS A29827) of MIs. Jaiswal A & Co, Practicing Company Secretary, as the Scrutinizer, to scrutinize the e-voting during the EGM and remote evoting process prior to EGM in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.
• e. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member/beneficial owner as on the cut-off date i.e., 16 th May, 2025.
• f. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e., 16th May, 2025 only shall be entitled to avail the facility of remote e-voting OR e-voting at the EGM.
• g. The Scrutinizer, after scrutinizing e-voting at the EGM and remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer'S report shall be placed on the website of the Company www.marsonsonline.t:om . The results shall simultaneously be communicated to the Stock Exchange where the shares of the Company are listed.
• h. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e., 23 rd May, 2025.
• i. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.

17. The instructions for shareholders for Remote e- voting and e-voting during EGM and joining meeting through VC/OA VM are as under:

• Step 1: Access through Depositories CDSLJNSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins from 9.00 A.M. (1ST) on Tuesday, 20lh May, 2025 and ends on Thursday, 22"d May, 2025 at 5.00 P.M. (1ST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., 161h May, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) Pursuant to SEBI Circular No. SEBIIHO/CFD/CMD/CIRlP/2020J242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote evoting facil ity to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat accollnt holders, by way of a single login credential, through their demat accountsl websites of Depositoriesl Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step I : Access through Depositories CDSLlNSDL e-Voting system in case of individual shareholders holding shares in demat mode.
• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIRlP/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ld in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSLlNSDL is given below:

1m portant note: Members who are unable to retrieve User 101 Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding ill Demat form.

  • I) The shareholders should log on to the e-voting website www.cvotingindia.com.
  • 2) Click on "Shareholders" module.
  • 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary 10,
  • b. For NSDL: 8 Character DP 10 followed by 8 Digits Client 10,

• c. Shareholders holding shares in Physical Form shou ld enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your ex isting password is to be used.
• 6) If you are a first-time user follow the steps given below:

• (vi) After entering these details appropri ate ly, cli ck on "SUBMIT" tab.
• (vii) Shareholders holding shares in physica l form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation ' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligibl e to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for the relevant Marsolls Limited on which you choose to vote.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (x i) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the reso lution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" yo ur vote on the resolution, you will not be allowed to modify your vote.
• (xiv) You can also take a print of the votes cast by clicking on "Cli ck here to print" option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BRIPOA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non Individual Shareholders and Custodians -For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingi.ndia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailedto [email protected].
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be del ink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the RTA at the email address viz; Ll}gQ!.Q~@~oo.com and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutini zer to verify the same.

18. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VCIOAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.

The link for VCIOA VM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

• I. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experi ence AudiolVideo loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advanceatleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id. mobile numberat [email protected] . These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Only those shareholders, who are present in the EG M through VClOA VM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system ava ilabl e during the EGM.

19. PROCESS FOR THOSE SHAREHOLDERS WI-lOSE EMAIL ADDRESSES/ MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES FOR

OBTAINING LOGIN CREDENTIALS FOR ~>VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE.

I. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email tO [email protected].

1. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant CDP)

2. For Individual Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

3. If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting,@cdslindia.com or contact at 022- 23058738 and 022-23058542/43 or toll free no. 180022 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 18002255 33.

• 1. Any person, who acquires shares of the Company and become member of the Company after sending the Notice of EGM and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected] .
• 1. In line with the Ministry of Corporate Affairs General Circular No. 17/2020 dated 13 th April, 2020, the Notice calling EGM has been uploaded on the website of the Company at }:vWWJIlJ!Isonsonlinc.com . The Notice can also be accessed from the websites of the Stock Exchange i.e., BSE Limited at www.bscindia.com . The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e., www.cvotingindia.com.
• 1. Investor Grievance Redressal: The Company has designated an e-mail [email protected] to enable investors to register their complaints, if any.
• 1. Since the EGM will be held through VC l OA VM, the Route Map is not annexed in this Notice.

Date: 29th April, 2025 Place: Kolkata

By Order of the Board of Directors Sd/- Uttara Sharma Company Secretary M. No.: A48464

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("the Act")

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item No I: Regularize Appointment of Mr. Debashis Sarl,a .. As Non-Executive Director:

The Board of Directors of the Company had appointed Mr. Debashis Sarlmr (DlN- 08741500) as an Additional Director of the Company with effect from 19th February 2025. The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Debashis SarkaI' (DIN- 08741500) signifying his candidature as Non-Executive Director of the Company. In the opinion of the Board, Mr. Debashis Sarkar (OIN- 08741500) fulfills the conditions speci fied in Section 152 & 161 and all other applicable provisions of Companies Act, 2013 for appointment as Non-Executive Director of the Company.

The Board commends the Ordinary Resolution set out at Item No. 04 for approval of the Members. None of the Directors or Key Managerial Personnel and their relatives, except Mr. Debashis Sarl{aJ' (OIN- 08741500) is concerned or interested (financially or otherwise) in this Resolution.

By Order of the Board of Directors Sd/- Uttara Sharma Company Secretary M. No: A48464

Date: 29th April, 2025 Place: Kolkata