To,

The Members,

Ratnakar Securities Limited

(Formerly Known as Mangalya Soft-Tech Limited)

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 postmerger 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)

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 :

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 :

> Stakeholder Relationship Committee consist of following members :

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.

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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.

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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.

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