Your Directors are pleased to present the Thirty Sixth (36^th) Annual Report of your Company on business and operations
along with the Audited Financial Statements and the Auditor's Report thereon for the financial year ended 31^st March, 2025.

1. Financial Results

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized as below:

in I okM

2. Operational Performance

The Directors of your Company inform the members
that the textile industry witnessed a gradual recovery
in demand during the year under review, leading to
improved capacity utilization across both the yarn
and fabric segments. Despite this positive trend, the
spinning division continued to face margin pressure
due to an oversupply situation, and particularly
affecting the basic grey yarn segment, where margins
were severely impacted. The softness in international
cotton prices further weighed on margins for basic
yarns. However, value-added and sustainable yarns
performed relatively better, contributing stronger
margins. During the year, the spinning division

operated at 89% capacity, primarily due to a strategic
decision to reduce the production of those yarns,
where realizations did not justify marginal or variable
costs. Further, Melange yarn business established a
solid foundation supported by increased customer
engagement in both domestic and specific international
markets. The Company's resulted consistent volume
growth in last quarter of FY25, resulted in full capacity
utilization by the end of the financial year.

In the fabric segment, overall performance was
impacted by subdued global demand and pricing
pressures, particularly during the first three quarters.
The Company has set ambitious targets for the fabric

division, focusing on improved capacity utilization and
enhanced realizations. With regard to the Garment
segment, the business outlook remained positive
across key customers, with improved engagement
from a leading customer through an expanded range of
categories, fabrics, and styles. The Company also aims
to strengthen collaborations with premium brands in
the US and EU. In view of the cost optimization strategy
to enhance profitability and operational efficiency, the
Company consolidated the operations of its Garment
Unit located at A-11, Hosiery Complex, Phase-II
(Extension), Noida - 201305, with its existing Units at
D-347, Sector 63, Noida - 201301, and A-37, Sector
64, Noida - 201301. Further, after consolidation of the
said Unit, the lease shall be discontinued with effect
from 15^th April, 2025.

Your Company achieved a turnover of C1,04,703 Lakh
for the year ended 31^st March, 2025 against C96,006
Lakh in the previous year ended 31^st March, 2024.
Further, the Company achieved an operational profit
of C4,522 Lakh as against C5,975 Lakh in the previous
year. The Company recorded a Net Loss of C2,420
Lakh as against a Net loss of C977 Lakh reported in
the previous year.

During the period under review, your Company
recorded a production of 16,337 MT of grey yarn (FY24
17,155MT), 3,183 MT of dyed yarn (FY24 2,852 MT),
4,026 MT of grey knitted fabric (FY24 3,551 MT), 5,879
MT of processed fabric (FY24 4,978 MT), 2,510 MT
of Melange Yarn and 44.12 Lakh pieces of garments
(FY24 36.05 Lakh pieces).

During the year under review, the Company's exports
(FOB value) were to the tune of C46,435.12 Lakh
(FY24 C43,153 Lakh) and accounted for 44.35%
(FY24: 44.95%) of the Company's turnover. The yarn
business accounted for 51.77% (FY24: 53.87%) while
knitted fabric and garment business accounted
for 25.84% (FY24: 24.17%) and 22.39% (FY24:
21.96%) respectively.

3. Modernization, Expansion and Diversification

Your Directors in their previous report had informed the
members about a modernization program comprising
of Spinning, Processing, Knitting and Bio Fuel Boiler
and Thermic Fluid Heater at a capital outlay of C22.18
Crores at its Sarovar Plant. During the previous year,
the said modernization program of C22.18 Crores

had been fully completed and the Company started
deriving benefits from the same.

Your Directors take pleasure in informing members
that in order to enhance value and adapt to evolving
market demands, during the year under review, the
Company identified another capital expenditure plan
of C30.66 Crores for modernization, replacement
of machinery and capacity additions in Yarn Dying
Department and Dye house process fabric at the
Sarovar plant. This will enhance capacity, efficiency
and customer satisfaction, ultimately driving business
growth and sustainability.

4. Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors
held during the year, along with details regarding the
meetings attended by the Directors forms part of
Corporate Governance Report. The composition of
Board and its Committees has also been provided in
detail in Corporate Governance Report.

5. Dividend and Other Appropriations

In view of the financial position of the Company during
the year under review, the Board of Directors have
not recommended any dividend on the Equity Shares
of the Company.

6. Corporate Social Responsibility

Your Company considers Corporate Social
Responsibility ('CSR') and sustainability initiatives and
practices, as an important element of doing business,
as a responsible corporate citizen. Your Company has
been involved with social initiatives and engages in
various activities in the fields of education, healthcare
and community upliftment.

CSR initiatives and activities of the Company are
aligned to the requirements of Section 135 of the
Companies Act, 2013. The composition and terms
of reference of the CSR Committee are given in the
Corporate Governance Report. The Annual Report
on the CSR initiative undertaken by the Company as
per the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed as Annexure I forming
part of this Report. The Company's Corporate Social
Responsibility Policy as approved by the Board of
Directors is disclosed on the website of the Company
at https://www.maraloverseas.com/policy/MOL
CSR_Policy.pdf.

7. Annual Return

Pursuant to Section 92 of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return for the
financial year 2024-25, is available on the website
of the Company at https://maraloverseas.com/
annualreturn.php.

8. Directors and Key Managerial Personnel

The Board of Directors of your Company as on date of
this report comprises Seven (7) directors, of which one
(1) is a Chairman & Managing Director and CEO, one
(1) Joint Managing Director, one (1) Non-Independent
& Non- Executive Director and four (4) Directors are
Non-Executive & Independent Directors.

Pursuant to provisions of Section 152 of the Companies
Act, 2013, Shri Shantanu Agarwal (DIN-02314304) is
liable to retire by rotation and being eligible offers
himself for re-appointment at the 36^th Annual General
Meeting of your Company.

Your Directors further inform the members that
pursuant to the provisions of Section 149(7) of the
Companies Act, 2013, a declaration has been received
from the Independent Directors at the beginning of the
financial year stating that the criteria of independence
have been met as specified under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) and 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended form time to time.

During the year under review, Smt. Romi Jatta (DIN:
10045383), Shri Amitabh Gupta (DIN: 01646370),
and Shri Raman Singh Sidhu (DIN: 00121906) were
appointed as Independent Director with effect from
1^st August, 2024 initially for a term of five consecutive
years and their appointments was approved by the
members at the 35^th Annual General Meeting held on
27^th August, 2024 by passing of Special Resolution(s).
Further, as per the Special Resolution(s) passed
by members of the Company through postal ballot
on 20^th March, 2025, Shri Shekhar Agarwal (DIN:
00066113) was re-appointed as Managing Director for
a period of 3 years with effect from 1^st April, 2025 and
continue to hold the position of Chairman & Managing
Director & CEO of the Company; and Shri Shantanu
Agarwal (DIN: 02314304) was re-appointed as Joint
Managing Director for a period of 3 years, with effect
from 19^th June, 2025.

During the year under review, Dr. Kamal Gupta
(DIN: 00038490) and Shri Priya Shankar Dasgupta
(DIN: 00012552), both had completed their tenure
towards second term and consequently ceased to
be Independent Directors of the Company with effect
from close of business hours on 25^th September, 2024.

Shri Shekhar Agarwal, Chairman & Managing Director
and CEO, Shri Shantanu Agarwal, Joint Managing
Director, Shri Manoj Gupta, Chief Financial Officer and
Shri Sandeep Singh, Company Secretary & Compliance
Officer are the Key Managerial Personnel of the
Company as on 31^st March, 2025.

None of the Directors of the Company are disqualified
as per the provisions of Section 164 of the Companies
Act, 2013. Further, none of the Directors are debarred
from holding the office of Director pursuant to any
SEBI Order or any other such authority. The Directors
have made necessary disclosures, as required
under various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

9. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 read with
Schedule II Part D of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a
Nomination and Remuneration Policy had been framed
for the appointment of Directors, Key Managerial
Personnel and Senior Management and fixation of
their remuneration. The Nomination and Remuneration
Policy of the Company is annexed as Annexure II and
forms part of this Report.

Your Directors inform the members that the Nomination
and Remuneration Committee as well as your Directors
endeavor to follow the policy and all appointments in
Board and Senior Management are considered at the
meeting of the Committee and the Board.

10. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, annual evaluation
has been done by the Board of its own performance,
its Committees and individual Directors. The manner
of evaluation is mentioned in the Nomination and
Remuneration policy which forms part of this Report.
Your Directors feel pleasure in informing the members

that the performance of the Board as a whole and its
members individually was adjudged satisfactory.

Further, every Independent Director of the Company
is familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of industry
in which Company operates, business model of the
Company, etc., through various programs.

11. Auditors

Statutory Auditor

S S Kothari Mehta & Co. LLP, Chartered Accountants,
(Firm Registration No. 000756N/N500441) were
appointed as Statutory Auditors of the Company for the
second term of five consecutive years, commencing
from the conclusion of 33^rd Annual General Meeting
('AGM') held on 25^th August, 2022 till the conclusion of
38^th AGM of the Company to be held in the year 2027.
S S Kothari Mehta & Co. LLP, Chartered Accountants,
have confirmed their eligibility under section 141 of
the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report
any matter under Section 143(12) of the Companies
Act, 2013; therefore, no detail is required to be
disclosed under Section 134(3) (ca) of the Companies
Act, 2013. The observations of the Auditor, if any, are
explained wherever necessary, in the appropriate notes
to the accounts. The Statutory Auditor's Report does
not contain any qualification, reservation or adverse
remark, disclaimer or emphasis of matter.

Internal Auditors

Pursuant to Provisions of section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Company had appointed
M/s. GSA & Associates, LLP, Chartered Accountants
and M/s. Arvind Kaul and Associates, Chartered
Accountants as Internal Auditors of the Company
for the financial year 2024-25 for Sarovar Plant and
Garment Units respectively.

The role of Internal Auditors includes but is not
limited to review of internal systems, standard
operating procedures, adherence to statutory laws &
other operational norms as set by the management,
monitoring of implementation of corrective actions
required, reviewing of various policies and ensure its
proper implementation, etc.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company had appointed M/s. Manisha Gupta
& Associates, Practicing Company Secretaries, as
Secretarial Auditor of the Company for the year ended
31^st March, 2025. The Secretarial Audit Report does
not contain any qualification, reservation or adverse
remark. The Report of Secretarial Auditor is annexed
as Annexure III forming part of this Report.

Further, pursuant to the provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of
the Companies Act, 2013 and rules made thereunder,
the Audit Committee and the Board of Directors have
approved and recommended the appointment of
M/s. Manisha Gupta & Associates, Peer Reviewed Firm
of Company Secretaries in Practice (Firm Registration
Number: 3290/2023) as Secretarial Auditors of the
Company for a term of upto 5(five) consecutive years
to hold office from the conclusion of ensuing 36^th
Annual General Meeting ("AGM") till the conclusion
of 41^st Annual General Meeting of the Company to be
held in the year 2030, for approval of the members at
ensuing AGM of the Company. Brief profile and other
details of M/s. Manisha Gupta & Associates, Company
Secretaries in Practice, are separately disclosed in the
Notice of 36^th AGM.

M/s. Manisha Gupta & Associates have given
their consent to act as Secretarial Auditors of the
Company and confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Companies Act, 2013 & Rules made
thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Cost Auditor

Pursuant to provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 and the Companies
(Cost Records and Audit) Rules, 2014 as amended,
the Board of Directors of the Company on the
commendation of Audit Committee had approved the
appointment of M/s. K. G. Goyal & Co. as Cost Auditor
to conduct the audit of cost records for the year ended
31^st March, 2025.

12. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are
given in the notes to the financial statements at
appropriate places.

13. Particulars of Contracts or Arrangements with
Related Parties

During the financial year all contracts/arrangement/
transactions entered into by the Company with
related parties were in compliance with applicable
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. Prior Omnibus approval of the
Audit Committee was obtained for all related party
transactions, which are foreseen and repetitive in
nature. Pursuant to the said omnibus approval, details
of transactions entered into are also reviewed by the
Audit Committee and the Board of Directors on a
quarterly basis.

All related party transactions entered into by the
Company during the financial year with related parties
were on arm's length basis at prevailing market price and
in the ordinary course of business. During the financial
year, there was no material contract or arrangement
entered into by the Company with any of the related
parties. Your Directors draw attention of the members
to note no. 40 to the financial statements which contain
particulars with respect to related parties. The policy on
dealing with the related party transactions as approved
by the Board of Directors is disclosed on the website
of the Company under the following link: https://
maraloverseas.com/policy/Related%20Party%20
Transactions%20policy.pdf

14. Significant and Material Orders Passed by the
Regulators or Courts

There was no significant and material order passed by
the regulators or courts during the year under review.

15. Risk Management

Your Company recognizes that risk is an inherent
aspect of business and is committed to managing it
proactively and effectively. Accordingly, your Company
has adopted Risk Assessment and Mitigation Policy,
as amended and approved by the Board of Directors,
for identification, assessment and mitigation of the
risks. The Policy outlines comprehensive framework
for categorizing risks into External, Internal and Other
Risks. Identified risks are systematically addressed

through mitigating actions on a continuous basis.
The Company endeavor to continuously sharpen its
Risk Management systems and processes in line with
rapidly changing business environment. The Company,
through its risk management process, aims to contain
the risks within its risk appetite. Further, the policy
aims at creating and protecting shareholders' value
by minimizing threats, weaknesses and identifying
and maximizing opportunities. Pursuant to the policy,
your Directors periodically review the risks associated
with the business or which threaten the prospects
of the Company.

16. Corporate Governance

Your Company has a rich legacy of ethical governance
practices and is committed to transparency in all its
dealings and places high emphasis on business ethics.
Your Company always emphasising on managing its
affairs with diligence, transparency, responsibility
and accountability thereby upholding the important
dictum that an organization's corporate governance
philosophy is directly linked to its performance.
The Company understands and respects its fiduciary
role and responsibility towards its stakeholders and to
the society at large, and strives to serve their interests,
resulting in creation of value for all stakeholders.

A report on Corporate Governance along with the
Certificate of Statutory Auditors confirming compliance
of Corporate Governance as stipulated under point E
of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended, forms an integral part of this Annual Report.

17. Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies
Act 2013, the Rules prescribed thereunder and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are captured in the Company's
Whistle Blower Policy to enable all the stakeholders
of the Company to report genuine concerns, to provide
for adequate safeguards against victimization of
persons who use such mechanism. The Company has
appointed a Nodal Officer to whom the complaints
can be made. In exceptional cases an opportunity
is provided to the Whistle Blower to make a direct
appeal to the Chairperson of the Audit Committee.
All employees shall be protected from any adverse
action for reporting any unacceptable or improper
practice and/or any unethical practice, fraud, or

violation of any law, rules, or regulations. The policy
has been disclosed on the website of the Company at
https://www.maraloverseas.com/policy/Whistle%20
Blower%20Policy.pdf.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report, as
required under Schedule V read with Regulation
34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, forms
part of this Annual Report.

19. Internal Control Systems

Your Company maintains adequate Internal Control
system and procedures commensurate with its size and
nature of operations of the Company. The Company's
governance framework is designed to enhance
performance predictability, business continuity
and ensure organization-wide compliance with all
relevant laws of the land. Internal Control systems
are designed to provide a reasonable assurance over
reliability in financial reporting, ensure appropriate
authorization of transactions, safeguarding the assets
of the Company and prevent misuse/ losses and legal
compliances. Internal Controls also facilitate optimum
utilization of resources, protect Company's assets
and stakeholder's interests. Internal Auditors also
ensure proper compliance of all policies and Standard
Operating Procedures (SOPs) adopted by the Company.
Internal Audit reports are periodically reviewed by the
management and the Audit Committee and necessary
improvements are undertaken, if required.

20. Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo

Your Directors inform the members that your Company
continuously evaluates various energy conservation
measures in all areas of operation across all its
manufacturing plants. The information required to
be disclosed pursuant to Section 134(3) (m) of the
Companies Act, 2013 read with the Rules, 8(3) of
the Companies (Accounts) Rules, 2014 is given in
Annexure-IV forming part of this Report.

21. Particulars of Employees

The information pursuant to Section 197 of the
Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as
Annexure-V forming part of this Report.

Further, disclosures pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The relevant
Statement is annexed as Annexure-VI forming part
of this Report.

22. Significant material changes after balance sheet
date affecting financial position

There is no change which affects the financial position
of the Company between the end of the financial year
of the Company to which the financial statements
relate i.e. 31^st March, 2025 and the date of Report

i.e. 8^th May, 2025.

23. Subsidiaries, Joint Ventures and Associates
Companies

The Company does not have any Joint Ventures,
Subsidiaries and Associate Companies.

24. Public Deposit

During the year under review, your Company has not
accepted any public deposit within the meaning of
provisions of section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014 and there is no outstanding deposit
due for repayment.

25. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has complied
with provisions relating to the constitution of Internal
Complaints Committee for reporting concerns with
regard to sexual harassment at workplace.

Your Directors inform the members that during the
year under review, Internal Complaint Committee
did not receive any complaint with regard to
sexual harassment.

26. Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act,
2013, the Directors state that:

a. in the preparation of the annual accounts,
applicable accounting standards have been
followed and no material departures have been
made from the same;

b. appropriate accounting policies have been
applied consistently and have 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 as on 31^st March, 2025
and of the profit and loss for the year ended
31^st March, 2025;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d. the annual accounts have been prepared on a
Going Concern basis;

e. proper internal financial controls were in place
and financial controls were adequate and were
operating effectively;

f. the systems to ensure compliance with the
provisions of all applicable laws were in place,
adequate and operating effectively.

27. Disclosure of Accounting Treatment

The Company has followed the same accounting
treatment as prescribed in the relevant Indian
Accounting Standards while preparing the
Financial Statements.

28. Transfer to Investor Education and Protection
Fund

In terms of the provisions of Section 124 and 125 of
the Companies Act, 2013 read with the provisions of
Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, there was no
unclaimed amount or shares during the financial year
that were required to be transferred to the Investor
Education and Protection Fund (IEPF) established by
the Central Government.

Details of unpaid / unclaimed amount of dividend
pertaining to financial year 2021-22, are available
at the website of the Company at https://
www.maraloverseas.com/unpaid&unclaimeddivened.
php. Pursuant to Section 124 and 125 of the Companies
Act, 2013, dividend that are unpaid or not claimed
within a period of 7 (seven) consecutive years from the
date of transfer to the Unpaid Dividend Account of the
Company, are liable to be transferred by the Company
to the Investor Education and Protection Fund ("IEPF").
Further, according to said IEPF Rules, shares in respect

of which dividend remains unpaid/ unclaimed by the
shareholder(s) for 7 (seven) consecutive years shall
also be liable to be transferred to the Demat account of
the IEPF Authority. Therefore, the Company requests
all the members to encash/ claim their unpaid/
unclaimed dividend within the prescribed time.

29. Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the
Central Government under Section 118(10) of the
Companies Act, 2013.

30. General

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions in these items during the financial
year under review:

i. Issue of equity shares with differential rights as
to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

iii. No amount has been transferred to General
Reserves during the year.

iv. There was no change in the nature of business
of the Company.

v. There was no fraud detected which has been
reported to the Audit Committee / Board of
Directors as well as to the Central Government.

31. Acknowledgements

Your Directors place on record their acknowledgement
and sincere appreciation to all our clients, customers,
vendors, dealers, bankers, investors, other business
associates, Central and State Governments for their
continued support and encouragement during the
year and their confidence towards the management.
Your Directors would also like to thank employees at all
levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
Maral Overseas Limited

Shekhar Agarwal

Chairman & Managing Director and CEO
DIN: 00066113

Place: Noida (U.P.)

Date: 8^th May, 2025