Mangalya Soft-Tech Ltd

To,

The Members,

Mangalya Soft-Tech Limited

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:

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.

9. Committees of Directors:

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

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;

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

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.

16. 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:

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.