Directors Report of Ratnakar Securities Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present 33^rd Annual Report together with Audited Financial
Statements of the Company for the Financial Year ended on March 31, 2025.

1. Initiation about the Corporate Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, 2016:

The Company, previously under Corporate Insolvency Resolution Process (CIRP), had its
Resolution Plan approved by the Hon''ble NCLT, Ahmedabad Bench, on September 27, 2022, as
submitted by Ratnakar Securities Private Limited. This resolution plan includes merger of
Ratnakar Securities Private Limited into Mangalya Soft-tech Limited.

Further, basis the order dated March 28, 2022, issued by the Hon''ble NCLT Ahmedabad
Bench, the resolution professional was directed to first undertake the procedure of Section
230 before the plan is formally approved to avoid further complications. As per this direction,
Ratnakar Securities Private Limited has duly complied with the NCLT order and filed the
Scheme of Amalgamation with NCLT which was approved on September 11, 2023, which was
further extended and approved as on 26th June, 2025 by Hon''ble National Company Law
Tribunal, Ahmedabad Bench. The Company thereafter completed all actions required for
giving effect to the amalgamation. In this regard, the Company has carried out the necessary
compliances under the Companies Act, 2013 and applicable stock exchange regulations,
including issuance and allotment of shares, effecting the change of name, undertaking the
required corporate actions, and updating statutory and regulatory records to reflect the post¬
merger structure.

As the Company''s name was changed as per the approved merger scheme, this report is
addressed to the members with the new name, i.e. Ratankar Securities Limited.

Some of the actions are still required to be followed to complete Corporate insolvency
Resolution process and future Listing of shares. Detailed action plans are given in Annexure
under Management Discussion and Analysis report.

Further, now the Ratnakar Securities Private Limited is merged with Mangalya Soft-tech
Limited, this standalone report is for the merged entity. There is one wholly owned subsidiary
company, namely Ratnakar Commodities Private Limited, which is reflected in consolidated
report.

2. Financial Highlights:

The Financial highlights of the Company, on standalone and consolidated basis, for the
financial year ended March 31, 2025 is summarised below:

(Amount in ''000)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	223848.52	199143.79	223848.52	199143.79
Operational Expenses	(17,55,11.63)	(1,59,729.08)	190122.72	171126.31
Earning Before Finance Cost, Depreciation and Tax	48,336.89	39,414.71	48336.89	39414.71
Less: Finance Cost	(10048.20)	(7800.72)	10048.20	7800.72
Depreciation	(4562.89)	3596.51	4562.89	3596.51
Earning Before Taxation	33725.80	28017.48	33725.81	28017.48
Less: Current Tax	(10315.00)	(7960.00)	10680.70	7380.70
Deferred Tax	(200.26)	1201.95	(165.44)	(622.65)
Other Comprehensive Income	337.86	1001.42	337.86	1001.42
Earnings after Tax (EAT)	23548.07	22,260.86	23548.41	22260.85

3. Operations during the financial year:

During the year, on standalone basis, there was income of Rs. 2238.49 Lakhs as compare to
last year income of Rs. 1991.44 Lakhs . Net Profit before Tax of the Company, stood at Rs.
337.26 Lakhs as compared to last year profit of Rs. 280.17 Lakhs. The Profit after Tax was Rs.
235.48 Lakhs against last year''s profit of Rs. 222.61 Lakhs.

Consolidated Results

Total income of the company on a consolidated basis stood at Rs. 2238.49 Lakhs as compared
to last year income of Rs. 1991.44 Lakhs, which shows increase in by 12.41%.

Consolidated level, the net Profit after Tax was Rs. 235.48 Lakhs against last year''s profit of
Rs. 222.61 Lakhs. The management is working to improve the turnover and profitability and is
hopeful of turning out a better performance in the year 2025-26.

4. Change in nature of business:

In accordance with the resolution plan approved by NCLT Ahmedabad, main object of
Ratnakar Securities Private Limited (''RSPL''), is inserted in this company, which is Ratnakar
Securities Limited and now the Company is doing mainly business of Stock Broking activities
and having its membership with BSE, NSE and NSDL.

5. Dividend:

The Company is not declared and paid any dividend to conserve the resources an future
expansion. (last year no dividend)

6. Reserves and Surplus:

No amount was transferred to Reserves and Surplus in the FY. 2024-25 and previous year.

7. Register Office:

There is no change in register office during the year.

8. Finance:

The Company is availing day to day services from HDFC Bank Limited, ICICI Bank Limited, Bank
of India and availing its working capital facility from HDFC bank and ICICI Bank Limited.

The Company intend to approve the enhanced borrowing limits up to Rs. 50 Crore and for that
necessary resolution is placed before members at ensuing AGM.

9. Annual Return:

As required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 11 of
the Companies (Management and Administration) Rules, 2014, Annual Return as on March 31,
2025 is available on the website of the Company at www.mangalyasofttech.in .

10. Directors and Key Managerial Personnel:

The Company has proper Board constitution with 2 Executive Promoter Directors and 3
Independent Directors. During the year, there was no change in Board.

Mr. Ajay Nagindas Gandhi is acting as a Chief Financial Officer of the Company and Mr. Harshil
Shah (Mem. No.: ACS 67243) has been acting as Company Secretary and Compliance Officer of
the Company. During the year, there was a change in KMP. Mr. Dhavalkumar has resigned as
Company secretary, w.e.f. 31^st July 2024. Mr. Harshil Shah was appointed as a Company
Secretary w.e.f. 28^th October, 2024.

11. Committees of Directors:

> Audit Committee consist of following members :

Sr. No.	Name of member	Designation
1	Mr. Harsh Vinodbhai Mittal	Chairman
2	Mr. Kushal Ajay Shah	Member
3	Mr. Pratapbhai Mukundbhai Teli	Member
4	Mrs. Krina Sujal Desai	Member

Note: All the recommendations made by the Audit Committee were accepted by the Board
of Directors of the Company.

> Nomination and Remuneration Committee consist of following members :

Sr. No.	Name of member	Designation
1	Mr. Harsh Vinodbhai Mittal	Chairman
2	Mr. Pratapbhai Mukundbhai Teli	Member
3	Mrs. Krina Sujal Desai	Member

> Stakeholder Relationship Committee consist of following members :

Sr. No.	Name of member	Designation
1	Mr. Pratapbhai Mukundbhai Teli	Chairman
2	Mr. Harsh Vinodbhai Mittal	Member
3	Mr. Ajay Jayantilal Shah	Member

12.Meetings of the Board, Committees & Compliance to Secretarial Standards

> During the year, the board of directors met 5(five) times on 30^th May, 2024, 13^th August,
2024, 28^th October, 2024, 14^th November, 2024, 12^th February, 2025. All the members
have attended all the meetings.

> During the year, 4 (Four) meetings of Audit Committee were held on 30^th May, 2024, 13^th
August, 2024, 14^th November, 2024, and 12^th February, 2025. All the members have
attended all the meetings.

> During the year, 2 (Two) meetings of Nomination and Remuneration Committee were held
on 13^th August, 2024, 28^th October, 2024. Both the meetings were attended by all the
members.

> No SRC meeting has been held in the reporting year.

> Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing
Regulations, a separate Meeting of the Independent Directors of the Company was held
on October 28, 2024.

> The Company has complied with the provisions of Secretarial Standard on Board Meetings
(SS-1) and Secretarial Standard on General Meetings (SS-2), to the extent applicable.

13. Familiarization programme for Independent Directors:

The Company has an ongoing Programme where Directors, in the course of meetings of the
Board of Directors, give information about Broking and capital market related Business
developments and various amendments in legal and regulatory areas which include
mandatory disclosures and fair disclosures stated under SEBI (Listing Obligation and
Disclosures Requirement) regulations, 2015 (herein referred to as "Listing Agreement"),
Prohibition & Insider trading regulations, and SAST Regulations so as to enable them to
effectively discharge their roles, rights and responsibilities in the Company.

Details of the Familiarization Programme for Independent Directors are yet to place on the
website of the Company at- www.mangalyasofttech.in.

14. Director''s responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2025 on a
''going concern'' basis;

e) they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. A statement on declaration given by Independent Directors under sub-section (6) of Section
149 of the Companies Act,2013 :

During the year under review, all Independent Directors have given their declarations stating
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and have also
complied the Code for Independent Directors as prescribed in Schedule IV to the Companies
Act, 2013. In opinion of the Board, they fulfil the conditions of independence as specified in
the Companies Act, 2013 and Rules made thereunder and Listing Regulations. They have
further declared that they are not debarred or disqualified from being appointed or
continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such
statutory authority. In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties. In the
opinion of Board, all the Independent Directors are persons of integrity and possess relevant
expertise and experience including the proficiency.

16. Holding / Subsidiary / Joint Ventures / Associate Companies:

Ratnakar Securities Private Limited was amalgamated under CIRP and as a result Ratnakar
Commodities Private Limited is become the subsidiary of Ratnakar Securities limited (Formerly
known as Mangalya Softtech Limited) and details is mention in Annexure-1.

The Company has no holding Company. There is no Associate or joint venture company.

17. Vigil Mechanism:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The mechanism
also provides adequate safeguards against victimization of employees who avail of the
mechanism. The policy also lays down the process to be followed for dealing with complaints
and provides for access to the Chairman of the Audit Committee in exceptional cases. None of
the personnel of the Company has been denied access to the Audit Committee.

18. Auditors:

• Statutory Auditor:

M/s Maheshwari & Goyal, appointed as a Statutory Auditors of the Company for the first term
of five years to hold the office from the conclusion of 31^st AGM till the conclusion of 36^th AGM
to be held in the year 2028. They have confirmed that they are not disqualified for being
appointed as Auditors of the Company.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments. The Auditors'' Report does not contain any qualification,
reservation, adverse remark or disclaimer.

• Secretarial Auditors:

The Company has crossed the criteria of Secretarial Audit as prescribed under the provisions
of Section 204 of the Companies Act, 2013.

Accordingly, your Company has appointed Mr. Tapan Shah, Peer reviewed Practicing Company
Secretary, Ahmedabad, as Secretarial Auditor of your Company for the financial year 2024-25.
The Secretarial Audit report in the form MR-3 given by Mr. Tapan Shah, Practicing Company
Secretary is attached herewith in Annexure 4.

The Board has reviewed the Secretarial Audit report for the year ended 31st march, 2025 and
confirms that the report does have some qualifications, reservations, adverse remarks or
disclaimers which already mentioned in that report. The Company has taken necessary action
to resolve/ rectify the all the non compliance.

Further Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, M/s.
Shah & Shah Associates, Practicing Company Secretary, is proposed to be appointed as
Secretarial Auditor of the Company for next 5 years, at the ensuing AGM, for the financial
year 2025-26 to 2029-30.

• Internal Auditors:

The Company has appointed M/s Shah Jajoo & Associates, Chartered Accountants, as an
Internal Auditor for the FY. 2024-25 . Pursuant to Section 138 of the Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules, 2014 as amended, M/s Shah Jajoo &
Associates, Chartered Accountants was again re-appointed as an Internal Auditor for financial
year 2025-26.

19. Details of Loans, Investments and Guarantees:

During the year, Company has not made any loan or investment or given any guarantee u/s
186 of the Companies Act, 2013. However, necessary approval is placed before members at
ensuing AGM to the extent of Rs. 25 Crores.

20. Particulars of Contracts or Arrangements made with Related Parties:

The Contracts or Arrangements with related parties are done on arm''s length and in ordinary
course of business which are detailed in Note No. 36 (a) to (c) of the Financial Statements for
the year ended March 31, 2025. Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arm''s length transactions are disclosed in Form AOC-2
Annexure 2 to the report.

21. Material changes after close of the financial year:

There have been many changes and commitments affecting the financial position of the
Company after the close of the financial year, which are:

1. After the completion of the financial year M/s Ratnakar Securities Private limited (RSPL)
amalgamated with the M/s Mangalya Soft-tech Limited, (MSTL) through NCLT order dated
June 26, 2025. Accordingly the merge annual accounts are considered for the report.

2. Each equity shareholder of RSPL is entitled to receive, for every one (1) equity share held,
five (5) equity shares and one (1) 6% Optionally Fully Convertible Redeemable Preference
Share ("OFCRPS") of MSTL. Accordingly, MSTL had allotted 1,50,00,000 equity shares of ^10
each and 30,00,000 OFCRPS of ^10 each to the shareholders of RSPL. The Company has
completed all statutory filings pertaining to the allotment of securities as on September 11,
2025, including the filing of Form PAS-3 with MCA. However, the corporate action and listing
approval is in process with BSE, in respect of the aforesaid allotment of shares.

3. For facilitate the allotment, the Company has filed Form SH-7 for an increase in its
authorised share capital from ^10 crores to ^19 crores, effective August 14, 2025. Further,
Form MGT-14 for alteration of the Main Objects Clause of the Memorandum of Association,
in line with the approved Scheme, has been duly filed and registered by the Registrar of
Companies ("ROC") with effect from August 14, 2025.

4. Furthermore, the Company has been granted an extension of one month and thirty days by
the ROC for holding its Annual General Meeting (AGM), as per approval letter dated
September 22, 2025. Accordingly, the Company was permitted to hold its AGM up to
November 30, 2025. However, due to merger process, which includes allotment of shares,
change of name, change of main object, etc. was going on due to IBC matter, the Company
needs more time for holding AGM for FY. 2024-25 and so Company had again approached
MCA for further extension and got the second time approval. The Registrar of Companies
vide its approval letter dated 7^th November, 2025, has accorded its approval, allowing an
additional extension of 15 days to hold the AGM, i.e from 30^th November, 2025 upto 15th
December, 2025.

5. Ministry of Corporate Affairs ("MCA"), Office of the Central Processing Centre, has approved
the change in name of the Company from Mangalya Soft-Tech Limited to Ratnakar
Securities Limited through its approval letter dated 7^th November, 2025.

22. Significant and Material orders passed by the Regulators or Courts:

The Company was under Corporate Insolvency Resolution Process. Hon''ble NCLT, Ahmedabad
Bench vide it order dated September 27, 2022 approved the Resolution Plan submitted by M/s
Ratnakar Securities Private Limited. Thereafter, there was no other significant and material
order passed by any other regulator or court or authority.

23. Conservation of energy, research and development, technology absorptions and foreign
exchange earnings and outgo:

The relevant information on conservation of energy, technology absorption, foreign exchange
earnings & outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this report as
"Annexure - 3".

24. Risk Management:

The Company has a Risk Management framework in place to identify, assess, monitor and
mitigate various risks to the business. The framework also defines the risk management
approach across the company at various levels. Company has developed and implemented a
Risk Management Policy for the company including identification therein of elements of risk.

25. Deposits from public:

During the year under review, the Company has not accepted any deposits from public within
the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

26. Internal Financial Controls and their adequacy:

The Company is presently in the process of developing a more strong system, which shall be
commensurate with the size and nature of its business operations. Notably, the company has
taken the proactive step of appointing an external audit firm to conduct internal audits. The
primary objective of this audit is to assess the adequacy of the internal control system that the
company is currently in the process of developing and has already developed.

27. Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company''s goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences and other factors,
and contribute to the best of their abilities. In line to make the workplace a safe environment,
the Company has set up a policy on prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("PoSH Act"). Further, the Company is in process of compliance with the
provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and
the constitution of an Internal Committee.

28. Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE). The Company had paid
Annual Listing fees to the stock exchange for the Financial Year 2025-26.

The trading/dealing in securities of the Company is already suspended by the Stock Exchange
for violation of SEBI & Stock Exchange Regulations. The Company has paid BSE claim, listing
fees, contingent liability, reinstatement fees and revocation fees in accordance with the
approved Resolution Plan, and the Company is in the process of relisting its shares at the BSE.

29. Changes in Capital Structure:

The details of change in Capital structure during the year under review are given as under:

• After the completion of the financial year due to merger order dated 26^th June, 2025 the
Company''s authorized share capital was enhanced from ^10 crores to ^19 crores, as
approved by members of company in Extra ordinary general meeting held on 14th August,
2025.

• Due to allotment of new Equity and Preference shares, as per the merger order, the paid-up
share capital of the Company is enhanced to Rs. 18,51,99,960 (Rupees Eighteen Crores Fifty
One Lakhs Ninety-Nine Thousand Nine Hundred Sixty Only) divided into 1,55,19,996 equity
shares (One Crore Fifty five lacs Nineteen Thousand Nine hundred and Ninety Six only) of
Rs.10/- each and 30,00,000 Preference Shares (Thirty Lacs Only) of Rs. 10 each.

30. Particulars of Employees and Remuneration of Directors:

The statement containing particulars of Directors and KMP and its remuneration, as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
applicable to the company. The Directors Remuneration is mentioned in Annexure-6.

Particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is not applicable this year, as there were no employees
drawing the remuneration of Rs. 102.00 Lacs or more, paid in respect of persons employed
throughout the financial year or to whom remuneration of Rs. 8.50 lacs or more per month,
paid in respect of persons employed for part of the financial year.

31. Code of conduct to regulate, monitor and report trading by insiders:

The Company is in process of adopting a Code of Conduct to regulate, monitor and report
trading by insiders which prohibits trading in securities of the company by directors and
employees while in possession of Unpublished Price Sensitive Information in relation to the
Company. However, the Company has started maintaining Structural Digital Database (SDD)
register.

32. Details in respect of frauds reported by Auditors other than those which are reportable to the
Central Government:

During the year under review, the Statutory Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors as prescribed under Section
143(12) of the Companies Act, 2013 and rules made thereunder.

33. Appointment of Designated Person (Management And Administration) Rules 2014 - Rule 9 of
the Companies Act 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible
individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a designated person in a Board meeting.

34. Statement on Compliance with Maternity Benefit Provisions:

The Company declares that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

35. Address at which the Books of Account are to be maintained:

The Company is also maintaining its books of accounts at its registered office address.

36. Management Discussion and Analysis Report:

Management Discussion and Analysis Report is set out in "Annexure - 5", included in this
Annual Report and forms part of this Report. The Audit Committee has reviewed the
Management Discussion and Analysis of financial conditions and operations during the year
under review.

37. Acknowledgement:

Your directors takes this opportunity to thank the shareholders, bankers, government,
regulatory authorities and other stakeholders for their consistent support through the process
of CIRP and for smooth transition.

Place: Ahmedabad For and on behalf of Board of Directors

Date: 21/11/2025

Ajay Jayantilal Shah
Chairman and Managing Director
[DIN:00023582]

---

Mar 31, 2024

Your Board of Directors are pleased to present 32^nd Annual Report together with Audited Financial
Statements of the Company for the Financial Year ended on March 31, 2024.

1. Initiation and completion of Corporate Insolvency Resolution Process under the Insolvency
and Bankruptcy Code, 2016:

The Company, previously under Corporate Insolvency Resolution Process (CIRP), had its
Resolution Plan approved by the Hon''ble NCLT, Ahmedabad Bench, on September 27, 2022, as
submitted by Ratnakar Securities Private Limited. The present Board of Directors is appointed
in accordance with the NCLT Order for the purpose of implementing the approved Resolution
Plan.

Further, basis the order dated March 28, 2022, issued by the Hon''ble NCLT Ahmedabad
Bench, the resolution professional was directed to first undertake the procedure of Section
230 before the plan is formally approved to avoid further complications. Basis which, Ratnakar
Securities Private Limited has duly complied with the NCLT order and filed the Scheme of
Amalgamation with NCLT which was approved on September 11, 2023. As a part of ongoing
process of implementation of the resolution plan, obtaining of relevant regulatory approvals is
already underway and relevant submissions and compliances are being carried out.

2. Financial Highlights:

The Financial highlights of the Company, on standalone basis, for the financial year ended
March 31, 2024 is summarised below:

(Amount in ''000)

Particulars	2023-24	2022-23
Total Revenue	0.00	0.00
Operational Expenses	1063.75	2278.82
Earning Before Finance Cost, Depreciation and Tax	(1063.75)	(2,278.82)
Less: Finance Cost	0.00	16.80
Depreciation	0.00	0.00
Earning Before Taxation	(1063.75)	(2,295.62)
Less: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00

Othe r Comprehensive Income	0.00	0.00
Earnings after Tax (EAT)	(1063.75)	(2,295.62)

3. States of the Company''s affairs and highlights of operations:

Corporate Insolvency Resolution Process (''CIRP'') under the Insolvency and Bankruptcy Code,
2016 was commenced in respect of Mangalya Soft-Tech Limited, and the Resolution plan
submitted by Ratnakar Securities Private Limited, Resolution Applicant, has been approved by
Hon''ble NCLT, Ahmedabad Bench vide its order dated September 27, 2022.

There have been no operations in the company in the previous 2 years.

4. Change in nature of business:

In accordance with the resolution plan approved by NCLT Ahmedabad, Ratnakar Securities
Private Limited (''RSPL''), successful Resolution Applicant will be merged into the Company.
And the existing Object and Name clause of the company will be replaced by the respective
clauses of the RSPL. RSPL is a Stock Broking Company having its membership with BSE, NSE
and NSDL.

5. Dividend:

CIRP was commenced in respect of the Company, and there have been no operations in the
company in the previous 2 years. So, there will be no dividend.

6. Reserves and Surplus:

CIRP was commenced in respect of the Company, and there have been no operations in the
company in the previous 2 years. Hence, no amount shall be transferred to Reserves and
Surplus.

7. Annual Return:

As required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 11 of
the Companies (Management and Administration) Rules, 2014, Annual Return as on March 31,
2023 is available on the website of the Company at www.mangalyasofttech.in .

8. Directors and Key Managerial Personnel:

The Company has proper Board constitution with 2 Executive Promoter Directors and 3
Independent Directors. During the year, there was no change in Board, except in last AGM all
the Board members were appointed by the members.

Mr. Ajay Nagindas Gandhi is acting as a Chief Financial Officer of the Company and Mr.
Dhavalkumar Dhirajlal Chaudhari (Mem. No.: ACS 67243) has been acting as Company
Secretary and Compliance Officer of the Company. During the year, no change in KMP.

> Audit Committee was constituted in the Board Meeting held on November 10, 2022.
Constitution of the same is as follows;

Sr. No.	Name of member	Designation
1	Mr. Harsh Vinodbhai Mittal	Chairman
2	Mr. Kushal Ajay Shah	Member
3	Mr. Pratapbhai Mukundbhai Teli	Member
4	Mrs. Krina Sujal Desai	Member

Note: All the recommendations made by the Audit Committee were accepted by the Board
of Directors of the Company.

> Nomination and Remuneration Committee was constituted in the Board Meeting held on
November 10, 2022. Constitution of the same is as follows;

Sr. No.	Name of member	Designation
1	Mr. Harsh Vinodbhai Mittal	Chairman
2	Mr. Pratapbhai Mukundbhai Teli	Member
3	Mrs. Krina Sujal Desai	Member

> Stakeholder Relationship Committee was constituted in the Board Meeting held on
November 10, 2022. Constitution of the same is as follows;

Sr. No.	Name of member	Designation
1	Mr. Pratapbhai Mukundbhai Teli	Chairman
2	Mr. Harsh Vinodbhai Mittal	Member
3	Mr. Ajay Jayantilal Shah	Member

10. Meetings of the Board, Committees & Compliance to Secretarial Standards

^ During the year, the board of directors met 8(eight) times on 6^th April, 2023, 30^th May,
2023, 26^th June, 2023, 1^st August, 2023, 12^th August, 2023,17^th August, 2023, 10^th
November, 2023 and 9^th February, 2024.

^ During the year, 5 (Five) meetings of Audit Committee were held on 30^th May, 2023, 1^st
August, 2023, 12^th August, 2023, 10^th November, 2023 and 9^th February, 2024.

y During the year, 3 (Three) meetings of Nomination and Remuneration Committee were
held on 30^th May, 2023, 26^th June, 2023 and 10^th November, 2023.

y No SRC meeting has been held in the reporting year.

y Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing
Regulations, a separate Meeting of the Independent Directors of the Company was held
on February 9, 2024.

y The Company has complied with the provisions of Secretarial Standard on Board Meetings
(SS-1) and Secretarial Standard on General Meetings (SS-2), to the extent applicable.

11. Director''s responsibility Statement:

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board
of Directors, based on the knowledge/ information gained by them about the actions of the
resolution professional/Monitoring Committee (i.e. who were entrusted with and responsible
for the management of the affairs of the Company prior to the November 10, 2022) and the
affairs of the Company in a limited period of time, from the records of the Company, state
that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2024 on a
''going concern'' basis;

e) they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. A statement on declaration given by Independent Directors under sub-section (6) of Section
149;

During the year under review, all Independent Directors have given their declarations stating
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and have also
complied the Code for Independent Directors as prescribed in Schedule IV to the Companies
Act, 2013. In opinion of the Board, they fulfil the conditions of independence as specified in
the Companies Act, 2013 and Rules made thereunder and Listing Regulations. They have
further declared that they are not debarred or disqualified from being appointed or
continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such
statutory authority. In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties. In the
opinion of Board, all the Independent Directors are persons of integrity and possess relevant
expertise and experience including the proficiency.

In terms of provisions of the Listing Regulations, the Board of Directors of the Company have
laid down a Code of Conduct ("Code") for all Board Members and Senior Management
Personnel of the Company. The Board Members and Senior Management Personnel of the
Company have affirmed compliance with the Code.

13. Holding / Subsidiary / Joint Ventures / Associate Companies:

During the part of reporting year, the Company was under CIRP and there is no company
which has become or ceased to be its Subsidiary, Joint Ventures, or Associate Company during
the year.

14. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Other
Employees:

As prescribed under Section 178 of the Companies Act, 2013 and Regulation 19 of Listing
Regulations, the Company has adopted Nomination and Remuneration policy for Director''s
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and the same is available on the website of the
Company i.e. www.mangalyasofttech.in. However, in terms of Regulation 15(2) of Listing
Regulations provisions of Regulation 19 are not applicable to the company.

15. Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The mechanism
also provides adequate safeguards against victimization of employees who avail of the
mechanism. The policy also lays down the process to be followed for dealing with complaints
and provides for access to the Chairman of the Audit Committee in exceptional cases. None of
the personnel of the Company has been denied access to the Audit Committee.

• Statutory Auditor:

M/s Maheshwari & Goyal, appointed as a Statutory Auditors of the Company for the first term
of five years to hold the office from the conclusion of 31^st AGM till the conclusion of 36^th AGM
to be held in the year 2028. They have confirmed that they are not disqualified for being
appointed as Auditors of the Company.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments. The Auditors'' Report does not contain any qualification,
reservation, adverse remark or disclaimer.

• Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015 as amended, Mr. Tapan Shah,
Practicing Company Secretary, was re-appointed as Secretarial Auditor of the Company by the
Board, at their meeting held on 10^th November, 2023 for financial year 2023-24. The
Secretarial Audit Report in the prescribed form MR-3 is attached herewith as "Annexure - A".

The Secretarial Audit Report for the year ended on March 31, 2024, contains the following
reporting from the Secretarial Auditor:

(a) During the entire financial year, the company''s shares were under suspension at BSE and
so no trading was done, as the relisting was not completed.

(b) No FEMA compliance is done during the year for foreign direct investment (FLA Return).

(c) Few Compliance under Listing Obligations and Disclosure Requirements Regulations, 2015
has not been carried out or done late.

(d) Further, during the FY. 2022-23, the Company was under Corporate Insolvency Resolution
Process ("GRP") and therefore has not maintained websites. During the last year, the
Company has maintained websites, but few policies have not been approved and updated
on the website.

Furthermore, as of today, the Company maintains a website in accordance with Regulation 46
of the LODR Regulations, 2015, to the extent applicable.

• Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 as amended, M/s Shah Jajoo & Associates, Chartered Accountants was
appointed as an Internal Auditor of the Company by the Board, at their meeting held on 30^th
May, 2023 for financial year 2023-24.

17. Details of Loans, Investments and Guarantees:

The Company was under the CIRP, and there were no operations in the last 3 years. And
during the reporting period, the company has not granted any loan or guarantee and has not
made any investment.

18. Related Party Transactions:

During the year under review, no related party transactions took place and so Form AOC-2 is
not applicable to the Company.

19. Material changes:

There have been no changes and commitments affecting the financial position of the
Company between the end of financial year to which the financial statements relate and date
of this report.

20. Significant and Material orders passed by the Regulators or Courts:

The Company was under Corporate Insolvency Resolution Process. Hon''ble NCLT, Ahmedabad
Bench vide it order dated September 27, 2022 approved the Resolution Plan submitted by M/s
Ratnakar Securities Private Limited. Newly appointed management is diligently proceeding
with the implementation of the Resolution Plan.

21. Conservation of energy, research and development, technology absorptions and foreign
exchange earnings and outgo:

The relevant information on conservation of energy, technology absorption, foreign exchange
earnings & outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this report as
"Annexure - B".

22. Risk Management:

The Company has a Risk Management framework in place to identify, assess, monitor and
mitigate various risks to the business. The framework also defines the risk management
approach across the company at various levels. Company has developed and implemented a
Risk Management Policy for the company including identification therein of elements of risk.

23. Board Evaluation:

The Nomination and Remuneration Committee has laid down the manner in which formal
evaluation of the performance of the Board, its Committees and individual Directors has to be
made, which is broadly in compliance with the Guidance Note on Board Evaluation issued by
SEBI vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.

Pursuant to the provisions of Section 178 of Companies Act, 2013 read with Regulation 17 and
19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the
Nomination and Remuneration Committee has carried out annual performance evaluation of
Board of Directors, Committees of the Board and the individual directors for the year under
review.

Further, pursuant to the provisions of Section 178 read with Schedule IV of the Companies
Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Board of Directors have carried out the evaluation of the Independent
Directors and fulfilment of the independence criteria of the Independent Directors as
specified under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, for the year under
review.

A separate meeting of Independent Directors was held on 09/02/2024. In the said meeting
performance of Non-Independent Directors, performance of the Board as a whole and
performance of Chairperson of the Company was evaluated.

The manner in which the evaluation was carried out has been explained in the Corporate
Governance Report attached to this report.

24. Deposits from public:

During the year under review, the Company has not accepted any deposits from public within
the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

25. Internal Financial Controls and their adequacy:

The Company is presently in the process of developing a more strong system, which shall be
commensurate with the size and nature of its business operations. Notably, the company has
taken the proactive step of appointing an external audit firm to conduct internal audits. The
primary objective of this audit is to assess the adequacy of the internal control system that the
company is currently in the process of developing and has already developed.

26. Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The company was under CIRP. Following the approval of the Resolution Plan, a new
management team has been appointed to the Board, and the implementation of the
Resolution Plan is currently in progress. At this stage, no employees have been appointed.

27. Proceeding under the Insolvency and Bankruptcy Code, 2016 during the year:

Corporate Insolvency Resolution Process (''CIRP'') under the Insolvency and Bankruptcy Code,
2016 was commenced in respect of Mangalya Soft-Tech Limited. The Resolution Plan
submitted by Ratnakar Securities Private Limited, Resolution Applicant, has been approved by
Hon''ble NCLT, Ahmedabad Bench vide its order dated September 27, 2022.

New management has been appointed on the Board and implementation of the Resolution
Plan is under process.

Further, merger of Resolution Applicant with the Company, which is an integral part of
Resolution Plan, is under process with various authority.

28. Listing Fees

The Equity Shares of your Company are listed on the BSE Limited (BSE). The Company had paid
Annual Listing fees to the stock exchange for the Financial Year 2023-24.

The trading/dealing in securities of the Company is already suspended by the Stock Exchange
for violation of SEBI & Stock Exchange Regulations. The Company has paid BSE claim, listing
fees, contingent liability, reinstatement fees and revocation fees in accordance with the
approved Resolution Plan, and the Company is in the process of relisting its shares at the BSE.

29. Changes in Capital Structure

The details of change in Capital structure during the year under review are given as under:

• In accordance with the Resolution Plan, it is required to effectuate the cancellation of
entire physical shares and undertake a reduction in the dematerialized capital to the
extent of 1/8^th of the total dematerialized capital.

• Post Cancellation of Physical Shares and Capital Reduction, Fully Paid Share Capital of the
Company is Rs. 51,99,960 (Rupees Fifty-One Lakh Ninety-Nine Thousand Nine Hundred
and Sixty Only) divided into 5,19,996 equity shares (Five Lakh Nineteen Thousand Nine
Hundred and Ninety-Six only) of Rs. 10 each.

• Ministry of Corporate affairs (MCA) in their master and BSE has changed the paid-up
share capital to Rs. 51,99,960 (Rupees Fifty-One Lakh Ninety-Nine Thousand Nine
Hundred and Sixty Only) divided into 5,19,996 equity shares (Five Lakh Nineteen
Thousand Nine Hundred and Ninety-Six only) of Rs. 10 each.

30. Remuneration of Directors and Employees:

The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not applicable as no employee is
drawing any remuneration from the company.

31. Policy on Directors'' Appointment and Remuneration:

The Company''s policy on Directors'' Appointment and Remuneration is available on the
website of the Company i.e. www.mangalvasofttech.in. as stated in last Annual Report. There
is no change in that.

32. Code of conduct to regulate, monitor and report trading by insiders:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by
insiders which prohibits trading in securities of the company by directors and employees while
in possession of Unpublished Price Sensitive Information in relation to the Company. The said
code is available on the website of the Company at www.mangalyasofttech.in.

33. Details in respect of frauds reported by Auditors other than those which are reportable to
the Central Government:

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company
have not reported any frauds to the Audit Committee or to the Board of Directors as
prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is set out in "Annexure - C", included in this
Annual Report and forms part of this Report. The Audit Committee has reviewed the
Management Discussion and Analysis of financial conditions and operations during the year
under review.

35. Acknowledgement:

Your directors takes this opportunity to thank the shareholders, bankers, government,
regulatory authorities and other stakeholders for their consistent support through the process
of CIRP and for smooth transition.

Place: Ahmedabad For and on behalf of Board of Directors

Date:13/08/2024

Ajay Jayantilal Shah
Chairman and Managing Director
[DIN: 00023582]

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this Twenty Third Annual Report together with the Audited Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs)

31/3/2015 31/3/2014

Software Income 5.46 5.63

Other Income 6.50 6.14

Profit Before Depreciation & Tax 0.75 0.78

Depreciation 0.60 0.60

Profit / (Loss) Before Tax 0.15 0.18

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax 0.15 0.18

2. DIVIDEND:

No Dividend recommended by the Directors.

3. RESERVES:

No amounts proposed by to the board to treamster to any reserve.

4.

Brief description of the Company''s working during the year / State of Company''s affair.

The company has only one division. The working of the company is not satisfactory but the directors expect the very good future of the company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS :

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Directors Report.

6. No change in the nature of company durithg the year.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. No such orders passed during the year.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

There is adequate internal controls implemented.

9. Details of subsidiary / Joint ventures / Associate Companies.

No Subsidiary / Joint Ventures / Associate Companies.

10. Performance and financial position of each of the subsidiaries, associates and joint veture comapnies included in the consolidated financial statement.

- Not Applicable -

11. Deposits :

The details relating the deposits, covered under Chapter V of the Act -

(a) accepted during the year NIL

(b) remained unpaid or unclaimed as at the end of the Year NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cased and the total amount involved - NIL

(i) at the beginning of the year NIL

(ii) maximum during the year NIL

(iii) at the end of the year NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

12. Statutory Auditors

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company''s auditors retire, at the conclusiong of the ensuring Annual General Meeting, They have signfied thair willingness to accept reappointment and have further confirmed their eligibility under, Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the current Year and to fix their remunaration.

13. Auditor''s Report

There is no qualification reported by the Statutory Auditor during the year.

14. Share Capital

A) Issue of equity shares with differential rights : NIL

B) Issue of sweat equity shares : NIL

C) Issue of employee stock options : NIL

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees : NIL

15. Extract of the annual return

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

A) Conservation of energy

(i) Adequate steps taken by the company for lower contervation of energy.

(ii) No Steps taken for utilisation of alternet soure of energy.

B) Technology absorption :

(i) Adequate efforts made towards technology absorption ;

(ii) Adequate steps taken for cost redution etc.

(iii) No technology imported.

C) Foreign exchange earnings and outgo : NIL

17. Corporate social responsibility (CSR) :

Not Applicable to the Company.

18. Directors :

A) Changes in Directors and Key Managerial Personnel

Mr. V. C. Shah and Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

B) Declaration by an Independent Director(s) and re-appointment.

We Vinod Shah, Kirtibhai Jogani, Pravinbhai the indepedent directors hereby declaire that we meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

C) Formal Annual Evaluation

The Board is trying its best to improve the performance of the company.

19. Number of Meeting of the Board of Directors : 7 Times

20. Audit Committee: The Board has accepted all the recommendations of the Audit Committee.

21. Details of establishment of vigil mechanism for directors and employees

The Adequate establishment of vigil mechanism for directors and employee to exists.

22. Nomination and Remuneration Committee :

The reasonable policy formulated by nomination and remuneration committee.

23. Particulars of loans, guarantees or investments under section 186 : NIL

24. Particulars of contracts or arrangements with related parties : NIL

25. Managerial Remuneration :

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

C) Any director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company shall recive any remuneration or commission from any Holding Company or Subsidiary Company of such Company : NIL

26. Secretarial Audit Report :

A Secretarial Audit Report given by Meenu Maheshwari (FCS), a company secretary in practice annexed with the Report.

28. Risk Management Policy :

Development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board in the existance of the company.

29. Director''s Responsibility Statement :

The Director''s Responsibility Statement referred to the clause (c) of sub-section (3) of Section 134 of the Comapnies Act, 2013, shall state that -

(a) in the preparation of the annual accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates aht are reasonable and prudent so as to give a ture 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 that period;

(c) the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frud and other irregularities;

(d) the directors had prepaed the annual accounts on the going concern basis, and

(e) the directors, in the case of a listed company, has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were opening effectively.

(f) 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.

30. Acknowledgements :

your Director''s would like to express their gatitude and thanks to the Bankers, Customers and Business Associates of the Company for their Continuous support and cooperation.

APPRECIATION :

Your directorswish to place on record their sincere approciation of the devoted and efficient services rendered by all employees which has enabled the comapny to complete an excellent year.

Ahmedabad. M. J. Shah D. M. Shah April 30th, 2015 Chairman Mg.Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this Twentyfirst Annual Report together with the Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs) 31/3/2013 31/3/2012

Software Income 4.96 4.95

Other Income 6.16 5.89

Profit Before Depreciation & Tax 0.93 0.51

Depreciation 0.60 0.60

Profit / (Loss) Before Tax 0.33 (-) 0.09

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax 0.33 (-) 0.09

2. DIRECTORS :

Mr. V. C. Shah & Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

3. DEPOSITS :

During the year under review the company has not accepted any deposits from the public.

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Directors Report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

In accordance with the provisions of 217(2AA) of Companies Act, 1956, with respect to Directors'' Responsibility Statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for the year under review ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

7. AUDITORS:

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company''s statutory auditors retire at the conclusion of the ensuing Annual General Meeting. Thay have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the Current Year and to fix their remunaration.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

A Conservation of Energy :

The nature of Company''s operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced.

B Technology, Absorption, Adoption and Innovation :

The Company will develop sophisticated methods for absorbing, adopting and effectively developing new technologies.

C Research and Development:

In an industry, characterised by rapid advances and technological, your company will always be prepared for new challenges by laying strong on Research and Development. In the coming years the Research And Development team will continue to keep the pace with the latest technology.

D Foreign Exchange Earning and Outgo :

During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors'' would like to express their gratitude and thanks to the Bankers, Customers and Business Associtates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all employees which has enabled the Company to complete an excellent year.



place : AHMEDABAD By Order of the Board of Directors

DATE : 30/04/2013 For'' MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting this Ninteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs)

31/3/2011 31/3/2010

Software Income 4.44 4.33

Other Income 7.69 7.50

Profit Before Depreciation & Tax (-) 2.62 3.20

Depreciation 0.60 6.46

Profit / (Loss) Before Tax (-) 3.22 (-) 3.27

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax (-) 3.22 (-) 3.27

2. DIRECTORS :

Mr. V. C. Shah & Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

3. DEPOSITS:

During the year under review the company has not accepted any deposits from the public.

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been separately given in the Annexure to the Directors Report.

6. DIRECTORS' RESPONSIBILITY STATEMENT :

In accordance with the provisions of 217(2AA) of Companies Act, 1956, with respect to Directors' Responsibility Statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv)that the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

7. AUDITORS:

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company's statutory auditors retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the Current Year and to fix their remuneration.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

A Conservation of Energy:

The nature of Company's operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced. B Technology, Absorption, Adoption and Innovation :

The Company will develop sophisticated methods for absorbing, adopting and effectively developing new technologies. C Research and Development:

In an industry, characterised by rapid advances and technological, your company will always be prepared for new challenges by laying strong on Research and Development. In the coming years the Research And Development team will continue to keep the pace with the latest technology.

D Foreign Exchange Earning and Outgo :

During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors' would like to express their gratitude and thanks to the Bankers, Customers and Business Associates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all employees which has enabled the Company to complete an excellent year.

PLACE - AHMEDABAD By Order of the Board of Directors

DATE - 31/05/2011 For' MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)

---

Mar 31, 2010

The Directors have pleasure in presenting this Eighteenth Annual Repot together with the Audiicd Accounts for the year ended on 31st March, 2010



1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs) 31/3/2010 31/3/2009

Software Income 5.67 4.97

Other income 6.17 5.06

Protd Before Depreciation - Tax 3.20 3.65

Depreciation 6.46 6.46

Profit / (Loss) Before Tax (-) 3.27 (-) 2.81

Provision for taxation (FBT) 0 0.07

Profrt / (Loss) After Tex (-) 3.27 (-) 2.88



2. DIRECTORS :

Mr. P. S. Shah & Mr. & Mrs. M. M. Shah. Direciors of into Company retire by rotation and being aligible ofter themselves lo-reappointment at the forhcominrj Annual General Meeting.

3 DEPOSITS:

During the year under review the company has not accepted any deposits from the public

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Composes Act. 1953 read with the companies (particulars of employees) Rules. 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Direciors Report.

6. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance wild the provisions of 21712441 of Companies Act. 1956, with respect to Directors Responsibility Statement. It is hereby confirmed:

(i) that in the preparation of the annual accounts lor the financial year ended 31st March 2010. the applicable accounting standards have been followed along with proper explanation relating to material departures :

(ii) that the direciors had selected such accounting polices and applied from consistenlly and made judgemants and estates that are reasonable and prudent so as to give a Hue and lair view or the stale of alfaird of the company at the end of the finacial year and of the profit or loss of the Company lor the year under roviow ;

(iii) that the directors had taken proper and suffciont caro for the maintenance of adequate Recounting records in accordance with the provisions of the Companies Act. 1966, lor safeguarding the assets of the Company and for preventing and detecting fraud and over irregularities :

(iv)that the directors had proparod the accounts for the financial year ended 31st March. 2010 on a going concern bass

7. AUDITORS:

Mrs. Surendra Kumar Jain & Co., Chanerod Accountants. the companys stalutoiy auditors redre at the concluson of the unsing Annual General Meeting. Thay have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec 224( 1B) of the Companies Act. 1956. Members are requested to appoint Auditors for the Current Year and to fix their remnriton.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSOHPTION. FOREIGN EXCHANGE EARNING AND OUTGO

A Conservation of Energy. The nature of Companys operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced.

B Technology. Absorplion. Adoption and Innovation: The Company will develop sophisticated methods for absorbing, adopting and effectively developing new lechotcgitis.

C Research and Devellment: In an induslry, characterised by rapid advances and technological, your company will always be rapid for new challenges by laying Strong on Research and Development. In the coming years the Resarch And Dovepmeent team will continua to keep the pace with the lalest technolcogy.

D Foroign Exchange Earning and Outgo: During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors would like to express thair gratitude and thanks to the Bankers. Customers and Business Associtates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on rocord their sincere appreciation of the devoted and efficellent services rendered by all employees which has enabled the Company to complete an excellent year.



PLACE - AHMEDABAD By Order ol the Board of Directors

DATE : 31/05/2010 For, MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)