Directors Report of Marushika Technology Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 14^th Annual Report on the
business and operation of the Company together with the Audited
Statements of Accounts of the Company for the financial year ended March
31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE):

The highlights of financial results of the Company for the Financial Years
2023-2024 and 2024-2025 are as under:

Particulars	(Figures in Lakhs)
	Year ended on 31st March 2025	Year ended on 31st March 2024
Total Income	8562.66	5465.97
Total Expenditure	7701.34	5126.62
Earnings Before Tax	861.32	339.35
- Exceptional Items		-
-Extraordinary Items	-	-
Profit/Loss after Exceptional Items but before Tax	861.32	339.35
Less:
-Current Tax	219.95	90.90
-Deferred Tax	(2.84)	(0.13)
-Short Provision of P.Y. Made	-	-
Profit/(Loss) after Tax for the period	644.21	248.58

| Particulars	(Figures in Lakhs)
	Year ended on 31»‘ March 2025	Year ended on 31st March 2024
Total Income	8562.60	6083.44
Total Expenditure	7716.85	5677.23
Earnings Before Tax	845.75	406.21
- Exceptional Items	-	-
-Extraordinary Items	-	-
Profit/Loss after Exceptional Items but before Tax	845.75	406.21
Less:
-Current Tax	219.95	92.23
-Deferred Tax	(2.84)	(0.13)
-Short Provision of P.Y. Made	-
Profit/(Loss) after Tax for the period	628.64	314.11

3. CORPORATE REVIEW

The revenue from operations of the Company year ended was Rs. 8524.87 Lakhs in
comparison with previous year revenue Rs. 5443.99 Lakhs and net profit was Rs.
644.21 Lakhs in comparison with previous year Profit of Rs.248.58 Lakhs. Your
Directors fix ambitious business targets for the current year. We are captivating all
essential steps and getting better upon and consolidate the existing operations of
the company so as to attain maximum earning in the current year. Yours directors
hope that business and profitability of the company will be more in coming year
and also the company will do good business.

4. STATE OF COMPANY’S AFFAIRS

a) Marushika Technology Limited (''the Company'') is a public limited company
domiciled in India.

b) It was originally incorporated as a private limited company on 03^rd July 2010
under the provisions of the Companies Act, 2013, and was subsequently
converted into public limited company on 29^th August, 2024, pursuant to the
applicable provisions of the Act.

c) The Company is engaged in 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 Center Services, and Services related to Security and
Surveillance and other related allied Network Services.

• Providing management services for the repair, refurbishment, and maintenance
of military vehicles, including tanks and armored carriers, to ensure their
operational efficiency and reliability.

• Providing training, skilling, and learning management solutions across technical,
vocational, professional, and corporate sectors. Activities included developing
customized programs, offering e-learning platforms (LMS), conducting
workshops, and collaborating with institutions and government bodies for up-
skilling initiatives. The Company also undertook R&D in modem training
methodologies and provided consultancy in curriculum and content
development.

• Designing, development, manufacturing, and servicing of computer hardware
and peripherals, including systems, components, and networking equipment.

• Development, customization, and maintenance of software solutions, including
cloud services, mobile apps, and AI/ML technologies across various platforms.

• Research & Development in the field of computer hardware, software, and
emerging technologies and worked on creating intellectual property.

• Partnerships and acquiring rights in software, hardware, and intellectual
property to support business growth

As on the date of furnishing this board report.

5. TRANSFER TO RESERVES

The Company has transferred the Profit of Rs. 6, 44, 21, 000 earned during the year
to the reserves of the Company.

6. DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve
the resources of the Company for its activities and therefore, do not propose any
dividend for the Financial Year ended March 31, 2025.

7. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, details of directors are as follows:-

s. No.	Director Name	DIN/PAN	Designation	Date of Appointment
1	Jai Prakash Pandey	06939876	Whole-Time Director	14/12/2016
2	Sonika Aggarwal	00025785	Director	10/02/2025
3	Sonika Aggarwal	AFDPA5717L	CFO	04/12/2024
4	Monicca Agarwaal	02718537	Managing Director	03/07/2010
5	Sanjay Jindal	03526832	Director	20/12/2024
6	Kavin Arora	ATLPA2755L	Company Secretary	01/01/2025

8. RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Monicca Agarwaal retire by rotation and being
eligible seeks re-appointment. The Board recommended her re-appointment.

Details regarding directors who are proposed to be appointed/ re-appointed at the
ensuing Annual General Meeting are given under Notice calling the Annual General
Meeting.

9. CHANGE IN DIRECTOR OR KEY MANAGERIAL PERSONNEL DURING THE
YEAR.

As on 31st March 2025, following changes have taken place:-

s. No	Director Name	DIN/PAN	Designation/Par ticulars of changes	Date of Appointmen t/Date of changes taken place	Date of Cessation
1	Gaurav Jain	0533400 0	Appointed as Additional Director	17.12.2024	27.03.202 5
2	Pradeep Singh Mehta	0837505 2	Appointed as Non-Executive Independent Director	20.12.2024
3	Sanjay Jindal	0352683 2	Appointed as Non-Executive Independent Director	20.12.2024
4	Sonika Aggarwal	AFDPA57 17L	Appointed as Chief Financial Officer (KMP)	04.12.2024
5	Sonika Aggarwal	0002578 5	Director	14.12.2015	14.01.202 5
6	Sonika Aggarwal	0002578 5	Appointed as an Executive Director	10.02.2025
7	Kavin Arora	ATLPA27 55L	Company Secretary	01.01.2025
8	Monicca Agarwaal	0271853 7	Change in designation from Director to Managing Director	15.01.2025
9	Jai Prakash Pandey	0693987 6	Change in designation and appointed as Whole Time Director	15.01.2025

10. BOARD MEETINGS HELD DURING THE YEAR ARE:

During the financial year under review, the Board of Directors of the company met
(15 times) to transact the business of the company in accordance with the
provisions contained in Section 173 (1) of the Companies Act, read with Rules made
thereunder. The details of the year under review are presented hereunder:

s.	Date of	Total number	No. of Directors
No.	Meeting	of Directors	Present
1 •	01.04.2024	3	3
2	04.06.2024	3	3
3	06.06.2024	3	3
4	24.06.2024	3	3
5	03.09.2024	3	3
6	14.09.2024	3	3
7	23.09.2024	3	3
8	04.12.2024	3	3
9	17.12.2024	3	3
10.	19.12.2024	4	4
11	01.01.2025	6	6
12	15.01.2025	5	5
13	09.02.2025	5	5
14	17.02.2025	6	6
15	27.03.2025	5	5

11. CHANGE IN CAPITAL STRUCTURE

The Authorised Equity Share Capital of the company as at March 31, 2025 stood at
Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each.

The Paid-up Equity Share Capital of the company as at March 31, 2025 stood at Rs.
6,23,15,680/- divided into 62,31,568 equity shares of Rs. 10/- each.

During the period under review, Authorised share capital has been increased from
Rs. 1,50,00,000/- (Rupees One Crores Fifty Lacs Only) divided into 15,00,000
(Fifteen Lacs Only) equity shares of Rs. 10/- (Rupees Ten Only) each to'' Rs.
10,00,00,000 (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only)
equity shares of Rs. 10/- each and Paid-up Equity share capital has been increased
pursuant to the bonus issue made for 52,09,476 equity shares of Rs. 10 each/-
and right issue made for 1,53,846 equity shares of Rs. 10 each/- As a result, paid-
up equity share capital of the company increased from 86,82,460 to 6,23,15,680.

12. STATUTORY DISCLOSURES

None of the directors of your company is disqualified as per provision of Section
164(2) of the Act. The directors of the company have made necessary disclosures,
as required under various provisions of the Act.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the
financial year ended March 31, 2025 are in full conformity with the requirement of
the Companies Act, 2013. The Financial Accounts are audited by the Statutory
Auditors, (GBSG & Associates FRN- 031422N) The Directors further confirm that:

a) In the preparation of annual accounts for the year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper
explanation relating to the material departures;

b) The directors had selected such accounting policies and applied them
consistently and made judgment and estimates that are 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 and loss of the company for the year under
review;

c) The directors had taken proper and sufficient care 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 directors had prepared the accounts for the year ended 31^st March 2025 on
a going concern basis.

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

f) The Company being unlisted, sub-clause (e) of section 134(5) of the Companies
Act, 2013 pertaining to laying down internal financial controls is not applicable
to the Company.

14. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION
186

During the year under review, the Company did not provide any guarantee or
investment as per the provisions of section 186 of the Companies Act, 2013. The
amount of long-term Loans and Advances stands at Rs. 1,99,91,000/- and short¬
term Loans and Advance as Rs. 5,90,36,000 as on 31^st March 2025 and has been
disclosed in the Balance Sheet as Note no. I.XIII & I.XIX respectively.

15. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO RE TTS
SUBSIDIARIES. JOINT VENTURES, OR ASSOCIATE COMPANIES DURING THE
YEAR

The Company has Subsidiary Company during the year under the review the details
of which has been disclosed in AOC-1 attached as Annexure-A.

16. DISCLOSURE OF APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNELS

The details required under Section 197(12) of the Act read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party transactions that were entered during the financial year ended on
March, 31 2025 were on an arm’s length basis and were in the ordinary course of
business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were
not attracted. The details of transactions entered into with related parties are
attached as “Annexure-B” in form AOC-2.

18. DEPOSITS

Since the Company has not accepted any deposits covered under Chapter V
(Acceptance of Deposits by the Companies) of the Companies Act, 2013 read with
the Rules framed thereunder; the details required to be given in terms of Rule 8
(5)(v) & (vi) of Companies (Accounts) Rules, 2014 are not applicable.

19. AUDITORS AND AUDITORS’ REPORT

The Statutory Auditors M/s GBSG & Associates, Chartered Accountant, FRN
(031422N) was appointed as statutory auditor of the Company in the Annual
General Meeting held on Wednesday, 25^lh September 2024 to hold the office till the
ensuing AGM of the Company to be held for the Financial Year ended on3h March
2029.

The Auditors report on the Accounts of the company for the year ended on
31.03.2025 does not contain any adverse remarks/qualifications requiring
explanation from the Board.

During the year statutory auditor have confirmed that they satisfy the
independence criteria required under the Companies Act, 2013.

Further the Auditors have not reported any Fraud under sub-section (12) of section

143.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB
SECTION ( 12) OF SECTION 143 OTHER THAN THOSE WHICH
REPORTABLE TO THE CENTRAL GOVERNMENT

During the period under review, no such report made by the Statutory Auditors

21. RISK MANAGEMENT POLICY

Your Board has formulated a comprehensive Risk management policy and the same
is implemented and monitored under the supervision of the Board. The policy
envisages determination/assessment and mitigation, to the extent possible, of the
risk which are inherent in the normal course of business of financing Activities of
the Company. The Policy also covers the structural/systematic, risks that may arise
due to the factors outside the control of the management of the Company like,
monetary policies of Government and Reserve Bank of India.

In the opinion of the Board, no such risk factors have been noticed which will affect
the very existence of the Company.

22. INTERNAL FINANCIAL CONTROL

In the opinion of the Board, the company has in place such internal financial
controls which are adequate enough having regard to the size and nature of
business of the Company.

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, Technology Absorption

It is the regular process of the company to conserve energy and safe the electricity
consumption. The staff are motivated to switch off the lights/electrical appliances
when there is no use. Our Company constantly evaluates new technologies and
invests to make its infrastructure more energy efficient. Since tire company is not
energy-intensive; the scope of conservation of energy is low. There is no capital
investment made specifically with the motive to conserve energy.

Technology Absorption:

The company is regularly improving its services capabilities with the help of new
means of technology. Our Company is committed to providing the best services/
quality of products to its clients with the help of latest technology, which is
reasonable, according to the size of the Company. There was no expenditure has
been incurred for research 8s development or purchase of technology.

Foreign Exchange Earnings/Outgo:

The provisions of Section 134(3) (m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under

review.

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

The Company has duly complied with the provisions relating to the constitution of
the Internal Complaints Committee under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of Complaints received and disposed of during the financial year 2024-25
are as follows:

a.	Number of complaints of Sexual Harassment received in the	NIL
	year
b.	Number of Complaints disposed off during the year	NIL
c.	Number of case pending for more than ninety days	NIL

The Company is committed to provide a safe and conducive work environment to
its employees. Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

25. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with the applicable provisions of the
Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible
women employees during the financial year under review.

26. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-
2). .

27. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY

REGULATORS OR COURTS. OR TRIBUNAL

The Board of Directors inform that during the year the name of the company has
been changed from “Marushika Technology Advisors Limited” to “Marushika
Technology Limited” to reflect the main activity of the Company more dominantly.

For the same members gave their consent in the EGM held on 17.12 2024 The
Board then filed INC-24 and MGT-14 with the ROC on 18.12.2024 & 17 12 2024
respectively for approval. The ROC granted its approval on 29.12.2024 and from
that date, the Company is known as "MARUSHIKA TECHNOLOGY LIMITED”

29. AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013, read with Rule 6 of the
Companies (Meetings of Board & its powers) Rules 2014, do not apply to the company.

30. VIGIL MECHANISM

The provisions regarding vigil mechanism as provided in Section 177(9) of the
Companies Act, 2013, read with rules framed thereunder under are not applicable
on the Company.

31. DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 with respect to CSR, are
not applicable to the Company.

32. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company is not required to appoint the Independent Directors under the
Provisions of Section 149(6) of the Companies Act, 2013 therefore the provisions for
declaration by an Independent Director are not applicable.

33. WEB LINK OF ANNUAL RETURN UNDER SECTION 92(31:

Pursuant to the provisions as contained in Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31, 2025 is available on the
Company’s website at https://www.marushika.in

34. CORPORATE GOVERNANCE;

The Company has adopted best corporate practices and is committed to conducting
its business in accordance with the applicable laws, rules and regulations. The
Company’s Corporate Governance practices are driven by effective and strong Board
oversight, timely disclosures, transparent accounting policies and a high level of
Integrity in decision making.

35. OTHER DISCLOSURES

a) In terms with Rule 5(2) of Companies (Appointment & Remuneration) Rules,
2014, there was no employee who was in receipt of remuneration exceeding the
limit specified in the above-mentioned rule, during the period under report.

b) The Company has issued shares details of which are disclosed in clause 8 of

this Report, and the Company has not bought back any of its securities during
the year under report.

c) The Company was not required to maintain cost records as prescribed by the
Central Government as per clause (d) of sub-section (1) of Section 209 of the
Companies Act, 1956, as also in terms of Section 148(1) of the Companies Act
2013.

d) No material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial
statement relates and the date of this report.

e) There was no unpaid/ unclaimed Divided or any other amounts required to be

transferred to the investor education and protection fund section 125(2)

36. ACKNOWLEDGMENT

Your director’s place on record, their gratitude to the members for the continued
support and confidence placed in them. Thanks, are also due to the company s
bankers for their support and confidence.

By the order of the Board of Directors of
For Marushika Technology Limited
(Formerly known as Marushika Technology Advisors Limited)

For MARUSHIKA TECHNOLOGY LIMITED

For MARUSHIKA TECHNOLOGY LIMITED ^''"Director

Monicca Agarwaal Sonika Aggarwal

(Managing Director) (Director)

(DIN: 02718537) (DIN: 00025785)

Place: New Delhi
Date: 30/07/2025