Auditor Report of Ratnakar Securities Ltd.

Mar 31, 2025

We have audited the Standalone financial statements of Ratnakar Securities Limited
(Formally known as Mangalya Soft-Tech Limited) (CIN:L66120GJ1992PLC017564)
(“the Company”), which comprise the balance sheet as at 31^st March 2025, and the
statement of profit and loss and statement (including other comprehensive income) the
statement of changes in equity and the statement of cash flows for the year ended on
that date, and notes to the Standalone financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred
to as “the Standalone financial statements”).

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Standalone financial statements give the information required
by the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, and its Profit, and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our
audit of the Standalone financial statements under the provisions of the Companies Act,
2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the audit

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of other
information. The other information obtained at the date of this auditor’s report is
information included in the Board of Directors’ report, but does not include the
Standalone financial statements and our auditor’s report thereon.

Our opinion on the Standalone financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the Standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material
misstatement of this other information we are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the
Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Companies Act, 2013 (“the Act”) with respect to the preparation of these
Standalone financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, changes in equity and
cash flows of the Company in accordance with the accounting principles generally
accepted in India, including Ind AS specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the Standalone financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, the Board of Directors is responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial
reporting process.

Our objectives are to obtain reasonable assurance about whether the Standalone
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Standalone financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system
in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the Standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content of the Standalone
financial statements, including the disclosures, and whether the Standalone
financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the Standalone Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the Standalone financial
statements of the current year and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020(“the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the Annexure ‘A’ a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by
the Company so far as it appears from our examination of those books except that

• digital back up of the accounting data was regularly taken, however the
same has not been preserved for our verification

• the company has identified MSME dues based only on the confirmation in
that respect provided by the respective vendors.

(c) The Balance Sheet, the Statement of Profit and Loss including other
comprehensive income, Statement of changes in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone financial statements materially comply
with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014

(e) On the basis of the written representations received from the directors as at
31^st March, 2025 taken on record by the Board of Directors, none of the directors
is disqualified as at 31st March, 2025 from being appointed as a director in terms
of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year
is in accordance with the provisions of Section 197 of the Act.

(h) Based on our examination, the Company in process of implementing an
accounting software having feature of recording audit trail (edit log) facility.

(i) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and according to the explanations
given to us:

i. The Company has disclosed material pending litigations in its Standalone
financial statements which may impact its financial position;

ii. The Company did not have long-term contracts including derivative contracts
for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

• The management has represented that, to the best of it’s knowledge
and belief, other than as disclosed in the notes to the accounts, no
funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of
the company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

• The management has represented, that, to the best of it’s knowledge
and belief, other than as disclosed in the notes to the accounts, no
funds have been received by the company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on

behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

• Based on audit procedures which we considered reasonable and
appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub¬
clause (i) and (ii) of Rule 11€, as provided under (i) and (ii) above,
contain any material misstatement.

• The company has not declared or paid any dividend during the year
under audit.

For Maheshwari & Goyal

Chartered Accountants

Firm Registration No.: 012946C

Vamesh Shah
Partner

Membership No. 165075
Date: 14^th November, 2025.

Place: Ahmedabad

UDIN: 25165075BMMKHB1086

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Mar 31, 2024

We have audited the accompanying standalone financial statements of MANGALYA SOFT-

TECH LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2024,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a
summary of the significant accounting policies and other explanatory information
(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to
us, except for the possible effects of the matter described in the Basis for Qualified Opinion
paragraph, the aforesaid standalone financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view
in conformity with the Accounting Standards prescribed under section 133 of the Act read
with the Companies (Accounting Standards) Rules, 2015, as amended and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31,
2024, the profit / (loss) and total comprehensive income, changes in equity and its cash flows
for the year ended on that date.

The Operational Creditor of the Company have filed a petition under Insolvency and
Bankruptcy Code, 2016 (IBC) with the Hon''ble National Company Law Tribunal, Ahmedabad
Bench (NCLT). The Honorable National Company Law Tribunal has approved the Resolution
Plan and RP is in process of implement the resolution plan and finalize the resolution
process.

However, the financial statements of the Company have been prepared on a going concern
basis for the reasons stated in the said note in respect of initiation of Corporate Insolvency
Resolution Process (CIRP) and approval of Resolution Plan by Honorable National Company
Law Tribunal.

Basis for Qualified Opinion

The Company is in Corporate Insolvency Resolution Process to revamp its business, but had
not any operational income during the year as well as preceding year and seems that no
operational income would be generate at this stage. Accordingly, we are unable to comment
upon the resultant effect of same on the Assets, Liability and Loss of the company.

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor''s Responsibilities for the Audit of
the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical requirements that are relevant to our
audit of the standalone financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be the key audit matters
to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
1	The Company is under the process of NCLT and M/s Ratnakar Securities Private Limited is declared as Successful Resolution Applicant. Honorable NCLT has approved the Resolution Plan submitted by the RP and the RP in in process to implementing the Approved Plan.	Obtained detailed Order issued by the Honorable National Company Law Tribunal, Ahmedabad dated 27.09.2022 and the learned RP is in process to implement the Resolution Plan approved by the Honorable NCLT.

Information Other than the Standalone Financial Statements and Auditor''s
Report Thereon

The Company''s Management and Board of Directors is responsible for the preparation of the
other information. The other information comprises the information included in the
Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report,
Business Responsibility Report, Corporate Governance and Shareholder''s Information, but
does not include the standalone financial statements and our auditor''s report thereon. The
Company''s Annual report is expected to be made available to us after the date of this
Auditor''s Report.

Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement
of this other information; we are required to communicate the matter to those charged with
governance and take necessary actions as applicable under the relevant laws and regulations.
We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements:

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016,
(IBC), Mr. Harshadbhai Govindbhai Vankar, in his capacity as operational creditor has filed
a petition under IBC with the Honorable National Company Law Tribunal, Ahmedabad Bench
(NCLT). The NCLT vide its order dated 27^th September, 2022 approved the Resolution Plan
and the Resolution Professional is in process to Implement the Plan.

The Company''s Board of Directors / RP is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these standalone financial statements that give
a true and fair view of the financial position, financial performance, including other
comprehensive income, changes in equity and cash flows of the Company in accordance with
the AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing
the Company''s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

We draw attention to the following matter in the Notes to the Standalone financial
statements:

i) In respect of Corporate Insolvency Resolution Process (CIRP) and selection of M\s
Ratnakar Securities Private Limited as the successful resolution applicant and the
Honorable National Company Law Tribunal has approved the Resolution Plan and RP is
in process of implementation of the plan and its net worth has been fully eroded due to
accumulated losses.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books. We are informed
that digital back up of the accounting data was regularly taken, however the same has
not been preserved for our verification and the Company.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standard as specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March
31, 2024 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of
the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company''s internal financial controls
over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is
in accordance with the provisions of section 197 of the Act.

h) (i) The management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in all aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether,:

• directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief,
no funds (which are material either individually or in all aggregate) have been
received by the Company from any persons or entities, including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether,:

• directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding
Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries;

(iii) Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of account which do not have a
feature of recording audit trail (edit log) facility. As provision to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention.

(iv) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that
the representations contain any material mis-statement.

i) With respect to the other matters to be included in the Auditor''s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts. The company did not have any long

term derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by
the Central Government in terms of Section 143(11) of the Act, as amended, we give
in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

Place: Ahmedabad For, Maheshwari & Goyal

Date: 30.05.2024 Chartered Accountant

FRN: 012946C

CA Vamesh Shah
Partner
Mem. No.: 165075
UDIN: 24165075BKGDWX4269

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Mangalya Soft Tech Limited (''the Company''), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 (''the Order'') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i) . the Company has disclosed the impact of pending litigations on its financial position in its financial

statements.

ii) . the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts

iii) . There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company if any.

Annexure to the Auditors'' Report

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the

standalone financial statements for the year ended 31 March 2015, we report that:

(i)

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories.

Thus, paragraph 3(ii) of the Order is not applicable.

(iii)

(a) The Company has not granted loans to the parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company has Rs. 47,08,383 accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

Ahmedabad. For SURENDRA KUMAR JAIN & CO. 30 April, 2015. Chartered Accountants Firm''s registration number: 127295W

S.K. JAIN PROPRIETOR Membership number 071318

---

Mar 31, 2014

We have audited the accompanying financial statements of MANGALYA SOFT-TECH LIMITED. AHMEDABAD (the company), which comprise the Balance sheet as at Mach 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS.

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that e comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due their fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fear presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manne so required and give a true and fair view in conformity with the accounting principals generally accepted in India:

(a) In the case of the Balance sheet, of the State of affairs of the company as at March 31,2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of Section 274(1) (g) of the Act.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2014

1. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the courser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax , Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,23,445 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not created securities in respect of debentures issue during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

FOR SURENDRA KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

Registration No. 127295W

Place : Ahmedabad.

Date : 30/05/2014 S. K. JAIN

PROPRIETOR

MEMBERSHIP NO.: 071318

---

Mar 31, 2013

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2013 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the manufacturing and other Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in para 4 & 5 of the said order.

3) Further to our comments in the Annexture refered to in Paragraph (2) above we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of acccount;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards referred to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31st March 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31st, 2013 from being appointed as a director under Section 274(1 )(g) of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In case of the Balance Sheet of the State of affairs of the Company as at 31st March 2013; and

b. In the case of the Profit & Loss Account of the Profit for the year ended on that date; and

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2013

1. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensureate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the couser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,40,975 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, the Company has not made any preferancial allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not created securities in respect of debentures issue during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.



FOR SURENDRA KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

Registration No. 127295W

Place : Ahmedabad.

Date : 30/04/2013 S. K. JAIN

PROPRIETOR

MEMBERSHIP NO.: 071318

---

Mar 31, 2011

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2011 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the manufacturing and other Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in Para 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in Paragraph (2) above we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of account;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards referred to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31st, 2011 from being appointed as a director under Section 274(1 )(g) of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act, 1956 in the manner so enquired and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In case of the Balance Sheet of the State of affairs of the Company as at 31st March 2011; and

b. In the case of the Profit & Loss Account of the loss for the year ended on that date; and

c. In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED for the year ended on 31st March, 2011

1. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b), (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of goods. During the courser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues :

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 47,64,215 accumulated losses and has incurred Rs. 2,62,576 cash losses during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us, there are no funds raised on a short term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not created securities in respect of debentures issue during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For, SURENDRA KUMAR JAIN & CO.

Ahmedabad. Chartered Accountants

Date : 31/5/2011 Registration No. 127295W

S. K. Jain

Proprietor

Membership No. 071318

---

Mar 31, 2010

We have audited the attached Balance Sheet of MANGALYA SOFT-TECH LIMITED. AHMEDABAD as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date, annexed thereto and the cash flow statement for the period ended on that date. These Financial statements are the responsibility of Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) We have conducted our audit in accordance with auditing standards generally accopted in India. Those Standards require that we plan and porform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used add significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the manufacturing and other Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the companies Act 1956. We enclose in the annexure a statement on the matters specified in para 4 & 5 of the said order.

3) Further to our comments in the Annexture refered to in Paragraph (2) above wo roport tha: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and the Profit & Loss account dealt with by this report are in agreement with the books of acccount;

iv. In our opinion the Balance Sheet, Profit & Loss Account and dealt with by this report comply with the mandatory accounting standards refered to in subsection 3(c) of the section 211 of the companies act 1956;

v. On the basis of the written representation received from the directors as on 31 st March 2010 and taken on record by the Board of Directors, we report that nono of the directors are disqualified as on March 31 st. 2010 from being appointed as a director under Section 274(1 )(g) of the Companies Act. 1956;

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. in case of the Balance Sheet of the Slate of affairs of the Company as at 31st March 2010; and

b. in the case of the Profit & Loss Account of the loss for the year ended on that date ; and

c. in the case of cash flow statement. of the cash flows for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date to the Members of MANGALYA SOFT-TECH LIMITED lor the year ended on 31sl March. 2010

1. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories : Clause (a) (b) and (C) are not applicable to the Company.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and on the same plea sub Clause (a) (b). (c) and (d) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensureate with the size of the Company and the nature of its business for the purchase of fixed assets and also lor the sale of goods. During the couser of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the Transactions made in pursuance of contracts and arrangements, that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6. The Company has not accepted and deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed to the company for maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues : According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax , Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 lor a period of more than six months from the date of it becoming payable.

10. The Company has Rs. 44.41,497 accumulated losses and has incurred Rs. NIL cash losses during the immediately preceding financial year.

11. Based or our audit procedures and according to the informal on and explanation given to us. we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12 In our opinion and according to the information and explanation given to us. no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mulual benefit fund/society Therefore, clause 4(xii) of the Companies (Auditors Report) order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in rospect of trading in securities, debentures and other Investments and timely entries have been made therein.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any new term loans during the year.

17. In our opinion and according to the information and explanation given to us. there are no funds raised on a shot term basis which have been used for long term investment and no funds raised on a long term basis which have been used for short term investment

18. During the year, the Company has not made any preferanctal Document of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act. 19S6.

19. The Company has not created securities in respect of debentures issue during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us. no fraud on or by the Company has been noticed or reported curing the year, that causes the financial statements to be materially misstated.

For, SURENDRA KUMAR JAIN & CO.

Ahmedabad. Chartered Accountants

Date; 31/5/2010 By the hand of

S. K. Jain

Proprietor