Marushika Technology Ltd Directors Report

The above figures are extracted from the audited Standalone and Consolidated Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

The company has made significant investments in technology infrastructure, cloud and cybersecurity to strengthen its offerings and customer experience. Going forward, our company is planning to continue to develop and invest in sophisticated technology to further strengthen our technology infrastructure.

2. BUSINESS OVERVIEW AND STATE OF COMPANY AFFAIRS

Our Company ("MTL") is an emerging IT Infrastructure Company specializing in data centers and Cybersecurity solutions. The Company offers networking, telecom, surveillance, data protection and power management services along with installation, maintenance and IT infrastructure advisory solutions. MTL has also explained into defence auto-tech solutions for military vehicle maintenance and refurbishment, operating across both B2B and B2G segments with clients including BEL, CEL and DMRC and NSG.

During the year under review, the Company has achieved a Total Income of Rs. 11,653.31/- Lakhs as against Rs. 8,562.66/-Lakhs for previous year whereas, the profit of the Company for the period under review is Rs. 902.74/- Lakhs as compared to profit of the company Rs. 643.48/- Lakhs in the previous year. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

3. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divide into 1,00,00,000 (One Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Issued and paid-up Share capital has been increased via following events:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Right Equity:

Company has not issued any Equity Shares through Right Issue during the year under review.

d. Bonus Equity:

Company has not issued any Equity Shares through Bonus Issue during the year under review.

e. Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

f. Fresh Issue of Shares/ Initial Public Offer:

The Company has allotted 23,05,200 Equity Shares of Face Value of Rs. 10/- each ("Equity Shares") for cash at a price of Rs. 117/- per Equity Share (including a share premium of Rs. 107/- per Equity Share) aggregating to Rs. 26,97,08,400/- (Rupees Twenty-Six Crores Ninety-Seven Lakh Eight Thousand and Four Hundred only) on February 17, 2026 through initial public offer. The Equity Shares of the Company listed with the Emerge Platform of National Stock Exchange India Limited on February 19, 2026.

4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company as on 31st March, 2026 is at Shop No. 5, Acharya Niketan, Mayur Vihar, Delhi-110091. There is no change in the registered office address during the year under review.

Subsequent to the close of the Financial Year the Company has passed the Resolution by Circulation on 30th March, 2026 for the Shifting of Registered Office for facilitate administrative efficiencies of the Company from Shop No. 5, Acharya Niketan, Mayur Vihar, Delhi-110091, the jurisdiction of Registrar of Companies, National Capital Territory of Delhi-I to Flat No. 511, Prakashdeep Building, 5th Floor, 7 Tolstoy Marg, New Delhi-110001, the jurisdiction of Registrar of Companies, National Capital Territory of Delhi-II.

On 8th May, 2026, the Shareholders has approved, via Postal Ballot, the above shifting of Registered Office. Further the Company has filed the application, INC-23 on 29th June, 2026 to Central Government through Regional Director, Northern Region for the same.

5. INITIAL PUBLIC OFFER

During the period ended March 31, 2026, the Company came up with the public issue of 23,05,200 Equity shares of Face value of Rs. 10/- each ("equity shares") with the issue price band of Rs. 117/- through Fixed Price method, IPO was open for subscription from February 12, 2026, to February 16, 2026. The Company has allotted 23,05,200 Equity shares of Face value of Rs. 10/- each ("equity shares") for cash at a price of Rs. 117/- per Equity Share (including a share premium of Rs. 107/- per Equity Share) aggregating to Rs. 26,97,08,400 (Rupees Twenty-Six Crores Ninety-Seven Lakh Eight Thousand Four Hundred only) on February 17, 2026. The equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on February 19, 2026. The issue was made in accordance to with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.

6. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated February 17, 2026, in respect of the Initial Public Offering of the Company.

During the year under review, the Company has fully utilized the proceeds raised through IPO in the following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

(amount in lakhs)

(amount in lakhs)

All the funds raised pursuant to IPO has been utilized fully for the objects mentioned in the Prospectus till March 31, 2026.

7. DEPOSITS

During the year under review, Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. DIVIDEND

The Board of Directors of the Company, with a view of ploughing back of profit do not recommend any Dividend for the year ended on March 31, 2026.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

10. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company was incorporated inter-alia with the main objects to carry on the business of providing Network and Security Services including installing and maintaining of Network Services, RF Services, IPv6 Services, Wan Optimization, NOC/SOC Services, Contact Centre Services, Services related to Security and Surveillance and other related allied Network Services.

Further the company pursuant to the Extra Ordinary General Meeting dated 19th May, 2025 has altered its main objects by inserting some new Objects in the existing Objects of the Company.

Now the Company is also engaged in the defence sector by providing the auto-tech solutions for military vehicle maintenance and refurbishment, operating across both B2B and B2G segments with clients including BEL, CEL and DMRC and NSG.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors provides the blue print to the success of any organization; it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Companys Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors, Company Secretary and Chief Financial Officer. Amongst the directors, three are Executive and three are Non-Executive Directors including three Independent Director on the Board.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, company has the following Directors and KMP on its Board:

During the year under review following changes took place in the Board of Directors:

1. The Company had appointed Mr. Sandeep Jain as an Independent Director vide Board Resolution passed on 21-05-2025 and Ordinary Resolution for regularisation passed on 18-06-2025.

2. The Company had appointed Mr. Shishir Jha as an Independent Director vide Board Resolution passed on 02-06-2025 and Ordinary Resolution for regularisation passed on 18-06-2025.

3. Mr. Pradeep Singh Mehta has resigned from the post of Director with effect from 14th May, 2025.

4. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Sonika Aggarwal (DIN: 00025785), director of the Company, is liable to be retired by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for reappointment. Necessary resolution for her re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend her re-appointment for your approval.

5. Subsequent to the close of the Financial Year 2026, Mrs. Kavin Kapoor, Company Secretary and Compliance Officer of the Company have resigned from her post with effect from 11th August, 2026 and Ms. Aarti Gupta has joined the Company as a new Company Secretary and Compliance Officer of the Company with effect from 14th August, 2026 appointed in the Board Meeting held on 11th August, 2026.

6. The Board of Directors, at their meeting held on August 11, 2026, approved the appointment of Mr. Shobhan Chaudhuri (DIN: 06636932) as an Additional Director in the category of an Independent Director of the Company, for a term of five consecutive years commencing from September 1, 2026 up to August 31, 2031, not liable to retire by rotation, subject to approval of the shareholders at the ensuing 16th Annual General Meeting.

The Company has received necessary declarations and confirmations from Mr. Chaudhuri confirming that he meets the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI Listing Regulations and that he is not disqualified from being appointed as a Director.

13. MEETINGS

I. BOARD MEETINGS

During the Financial Year under review 28 (Twenty-Eight) meetings of the Board of Directors were held. The dates on which the said meetings were held:

During the year under review, the Board of Directors has passed Resolutions by Circulation on 30th March, 2026 for Shifting of Registered Office.

II. GENERAL MEETINGS

III. BOARD COMMITTEES

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of Schedule V is not applicable to the Company, although we need to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility committee.

a. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

Mrs. Kavin Kapoor (formerly named as Ms. Kavin Arora), Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETINGS OF THE AUDIT COMMITTEE

During the Financial Year under review 6 (Six) meetings of the members of the Audit Committee were held.

The dates on which the said meetings were held:

b. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

Mrs. Kavin Kapoor (formerly named as Ms. Kavin Arora), Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year under review 1 (One) meeting of the members of the Nomination and Remuneration Committee were held. The date on which the said meeting were held:

c. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

Mrs. Kavin Kapoor (formerly named as Ms. Kavin Arora), Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE

During the Financial Year under review 1 (One) meeting of the members of the Nomination and Remuneration Committee were held. The date on which the said meeting was held:

d. COSPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company is constituted with the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Committee of comprises of three Directors in compliance with provisions of the Companies Act, 2013 to ensure alignment with current regulatory requirements and organizational objectives.

The Composition of the Corporate Social Relationship Committee is as follows:

Mrs. Kavin Kapoor (formerly named as Ms. Kavin Arora), Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETINGS OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year under review 1 (One) meeting of the members of the Corporate Social Responsibility Committee were held. The date on which the said meeting was held:

The Company has undertaken projects in the areas of health of Asha Workers largely in accordance with Schedule VII of the Companies Act, 2013. The weblink on Composition of the Board and its Committees can be viewed at https://marushika.in/committees/.

The Company was required to spent as CSR obligation Rs. 8,36,292/- (Rupees Eight Lakh Thirty-Six Thousand Two Hundred and Ninety-Two only) (Being 2% of the Average Net Profit of preceding three financial year) and consequently company has spent Rs. 8,40,000/- (Rupees Eight Lakh Forty Thousand only) during the Financial Year 2025-26. The Company carries out CSR activities through trust i.e., Women on Making Notion Foundation registered with MCA. The Companys CSR Policy focuses on community health and women empowerment by supporting grassroots health workers such as Accredited Social Health Activist (ASHA) Programme workers. A separate report on Corporate Social Responsibility practices followed by the Company forms an integral part of this Report.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, following events took place in the Company:

a. Initial Public Offer and Listing of Shares

The Company made its public offer of equity shares in accordance to with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018, wherein 23,05,200 Equity Shares were issued through the Initial Public Offer. The public issue was opened on February 12, 2026 and closed on February 16, 2026 for all applicants at an offer price of Rs. 117/-per equity Share (including premium of Rs. 107 per Equity share). The shares were allotted on February 17, 2026 to the respective successful applicants under various categories as approved by National Stock Exchange of India Limited.

The members of the Company had passed a Special Resolution in Extra Ordinary General Meeting held on January 27, 2026 for listing of its Equity shares on SME Platform of NSE Limited ("NSE Emerge"), M/s Nexgen Financial Solutions Private Limited acted as a Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 & Securities Contract Regulation Act, 1956.

The equity shares of your Company are listed on NSE Emerge Platform with effect from February 19, 2026 pursuant to Initial Public Offer of the Company.

b. Alteration of Memorandum of Association

There was an alteration in the Memorandum of Association of the Company during the period.

c. Alteration of Article of Association

There was an alteration in the Article of Association of the Company during the period.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made, guarantees provided, and securities extended by the Company, as required under Section 186 of the Companies Act, 2013, are disclosed in the notes to the financial statements forming part of this Annual Report.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial Controls have been duly certified by the Statutory Auditors.

17. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

18. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.

19. DISCLOSURE BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

20. DISQUALIFICATIONS OF DIRECTORS

During the financial year 2025-26 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

21. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has received 1 (One) complaint on the SCORES during financial year 2025-26 and resolved the same within the year.

22. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

23. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to the 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 are forming part of the Annual Report, annexed to the Report as "Annexure-I".

24. SUBSIDIARY COMPANY

During the year under review, the Company has 1 (One) Wholly-Owned Subsidiary Singapore based Company named Marushika Technology Advisors PTE. Ltd.

Consequently, the provisions of Section 129(3) of the Companies Act, 2013, relating to the preparation of consolidated financial statements, become applicable to the Company. Accordingly, the consolidated financial statements have been prepared and are being presented to the Members at the Annual General Meeting for their approval.

Statement containing salient features of the Financial Statement of Associate pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure - II.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2 as Annexure-III.

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

The particulars as prescribed under sub section (3) (m) of Section 134 of the Companies Act, 2013 read with rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure IV.

27. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported 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.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Companys Operation in future.

30. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3) (d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 as amended from time to time, and the same have been noted and taken on record by the Board.

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Meeting of the Independent Directors

During the financial year 2025-26, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 19, 2026. At such meeting, the Independent Directors have discussed among other matters, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance and performance of Executive Directors.

Familiarisation Programmes

The Company was listed on NSE Emerge Platform on 19th February, 2026. Accordingly, the provisions relating to the familiarisation programmes for Independent Directors became applicable to the Company upon listing.

No familiarisation programme was conducted during financial year 2025-26, considering the limited period between the date of listing and the close of the financial year. The Company shall conduct familiarisation programmes for its Independent Directors on an ongoing basis from the financial year 2026-27 onwards in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Outcome of Evaluation:

The Board reviewed and expressed its satisfaction with the overall performance and effectiveness of the Board and its various Committees. Each Committee continues to operate efficiently and in accordance with its defined terms of reference, as prescribed under applicable laws and regulations. Beyond their mandated responsibilities, the Committees have consistently taken a proactive approach in addressing emerging issues, strategic priorities, and other matters of significance, thereby contributing meaningfully to the governance framework of the Company.

The Board also recognized the active engagement and high level of commitment demonstrated by all Directors. In their individual capacities, the Directors have provided valuable insights, exercised independent judgment, and contributed constructively to Board deliberations and decision-making processes. Their collective expertise and dedication have played a crucial role in strengthening the governance and strategic direction of the Company.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirmed:

a) That in the preparation of the annual accounts for the financial Year ended March 31, 2026 the applicable accounting standards had been followed along with proper explanation relating to the material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial Year ended March 31, 2026 on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

33. AUDITORS & AUDITORS REPORT

a. Statutory Auditors and Audit Report

The members of the Company at their Annual General Meeting held on September 25, 2024 have appointed M/s. GBSG & Associates, Chartered Accountants, Faridabad (Firm Registration No.: 031422N) as the Statutory Auditor of the Company for a period of 5 years from the financial year 2024-2025 till Financial Year 2028-2029. The auditors have confirmed their eligibility and willingness to continue as auditors of the company.

The Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

b. Secretarial Auditor

The equity shares of the Company were listed on the Emerge platform of the National Stock Exchange of India Limited on February 19, 2026. In accordance with Section 204 of the Companies Act, 2013, and the Rules made thereunder, the applicability of Secretarial Audit is not required for the Financial Year 2025-26.

The Company has appointed M/s Amresh & Associates, Practicing Company Secretary, subject to the approval of the shareholders in this Annual General Meeting for a term of 5 (Five) years, to conduct the secretarial audit of the Company for the financial year 2026-27, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

c. Internal Auditor

The Company has appointed M/s A N Khurana & Co. (FRN 012207N), Practicing Chartered Accountants as an Internal Auditor of the Company for the financial year 2026-27 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

d. Cost Auditors

The cost audit is not applicable to the Company pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

34. ANNUAL RETURN

A copy of Annual Return for the year 2024-25 is available on the Companys website at www.marushika.in

The Annual Return for the year 2025-26 will be uploaded after filing with the Registrar of Companies in due course.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as Annexure – V.

36. DEMATERIALISATION OF EQUITY SHARES

The entire shareholding of the Company is in DEMAT mode. The ISIN of the Company is INE0X7G01013.

37. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2025-2026 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2025-2026.

38. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

39. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

40. STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of all employees in accordance with applicable labour laws and statutory regulations. The Company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended, across all its locations in India. All eligible women employees are entitled to maternity benefits, as prescribed under the Act. In addition, Company has taken proactive steps to promote a supportive and inclusive work environment for expecting and new mothers by ensuring timely disbursal of maternity benefits and providing safe and hygienic workplaces. We remain committed to fostering employee well-being and ensuring that our policies and practices are aligned with both the letter and the spirit of the law.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the reporting period, no application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

42. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

43. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

44. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

Ms. Sonika Aggarwal, Executive Director and CFO of the Company, is sister of Ms. Monicca Agarwaal, Managing Director of the Company.

45. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

46. WEBSITE OF THE COMPANY

Your Company maintains a website www.marushika.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

48. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.