Mangal Compusolution Ltd Directors Report

To,

The Members,

MANGAL COMPUSOLUTION LIMITED

Unit No. 03, Satguru Nanak Industrial Estate, Off Western Express Highway, Goregaon (East), Mumbai – 400063.

The Board of Directors of MANGAL COMPUSOLUTION LIMITED ("the Company") are pleased to present the 15th Boards Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2025. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1 FINANCIAL PERFORMANCE

The key highlights of the audited financial statements of your Company for the financial year ended 31st March, 2025 and comparison with the previous financial year ended 31st March, 2024 are summarized below:

(Amount in lakhs except in EPS)

Particulars	As at 31st March 2025	As at 31st March 2024
Revenue from Operations	2524.05	2088.58
Other Income	208.79	255.85
Total income	2732.84	2344.43
Total expenditure	2151.13	1823.59
Profit before taxation and exceptional items	581.71	520.84
Exceptional items	75.00	-
Profit before taxation	656.71	520.84
Less: Provision for Taxation
- Current tax	183.14	128.86
- Tax expenses relating to prior years	25.12	3.81
- Deferred tax asset	(8.42)	2.37
Net profit after taxes	456.87	385.80
Earnings per share (Face Value Rs. 10/- each)
Basic	4.05	5.67
Diluted	4.05	5.67

2 COMPANYS STATE OF AFFAIRS

The Company specializes in delivering comprehensive IT hardware solutions tailored to meet the evolving technological needs of businesses across diverse industries. The core focus is on the rental and sale of IT hardware equipment, with an emphasis on rental services that offer flexibility, scalability, and cost-efficiency. The Company provides a wide range of IT equipment, including laptops, desktops, servers, workstations, projectors, routers, switches, Plasma/LCD TVs, PA systems, and related accessories. Custom configurations are available to meet specific client requirements. The Companys services enable businesses to scale IT infrastructure without long-term commitments, helping conserve capital expenditure (CAPEX) and mitigate technological obsolescence. In addition to new equipment, the Company offers pre-owned IT hardware options, allowing clients to select solutions aligned with their budget and use case. To ensure performance and reliability, the Company partners with leading brands such as IBM, Dell, HP, Lenovo, Sony, Apple, Compaq, and Toshiba. The Company also upholds strong environmental practices through recycling initiatives and the adoption of energy-efficient equipment.

The highlights of the Companys performance are as under:

- During the year under review, the Revenue from Operations of the Company is Rs. 2524.05 lakhs as against Rs. 2088.58 lakhs in the previous year;

- Total Income is Rs. 2732.84 lakhs as against Rs. 2344.43 lakhs in the previous year;

- Net profit after taxes is Rs. 456.87 lakhs as against 385.80 lakhs in the previous year;

- The earnings per share in the year is Rs. 4.05 per share as against Rs. 5.67 per share for the financial year 2023-24.

3 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary(ies), joint venture(s)/associate company(ies) within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013 ("the Act") as at the end of the financial year 2024-25.

4 DIVIDEND

The Board of Directors of the Company have at their meeting held on 26th May, 2025, recommended final dividend @ 5.0% on equity shares i.e. 0.50/- per equity share of the face value of 10/- each for the financial year 2024-25. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

The dividend would be paid to all the equity shareholders, whose names would appear in the Register of Members / list of Beneficial Owners on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. 1st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding TDS on dividend are forming part of the Notice of 15th AGM which forms part of this Annual Report.

As your Company is not falling under 1000 top listed entities, Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") is not applicable to the Company.

5 TRANSFER TO RESERVES

During the year, the Company has not transferred any amount to the reserve account.

6 CAPITAL STRUCTURE

- The Authorized Share Capital of the Company as on 31st March, 2025, is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity shares of Rs. 10/- each.

- The Issued, Subscribed and Paid Up share Capital as on 31st March, 2025, is Rs. 13,60,60,000/- divided into 1,36,06,000 Equity shares of Rs. 10/- each.

During the year, the Company has completed its Initial Public Offer (IPO) of 36,06,000 Equity Share of face value of Rs.10 each at an issue price of Rs. 45, per share (including securities premium of Rs.35 per share), pursuant to IP0, the equity share of the Company were listed on Bombay Stock Exchange [BSE) SME Platform on 21st November 2024.

Further,

- The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

- The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

- The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;

- During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

7 LISTING OF SHARES

During the year under review, the Company successfully completed its Initial Public Offering (IPO) of 36,06,000 equity shares of face value 10 each at an issue price of 45 per equity share (including a share premium of 35 per equity share), aggregating to 1,622.70 lakhs. The allotment of shares pursuant to the IPO was completed on November 18, 2024. Subsequently, the equity shares of the Company were listed on the BSE SME Exchange Platform on November 21, 2024.

The Companys shares are listed on BSE SME platform with ISIN INE0RU901015 & Script Code: 544287.

8 CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

9 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, have been occurred, affecting the financial position of the Company subsequent to the close of the FY 2024-25 till the date of this report.

10 DEPOSITS

During the year, the Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the rules made thereunder.

11 POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

On the recommendation of Nomination and Remuneration Committee (NRC), the Board has framed a Remuneration Policy. This policy, inter alia, provides; (a) The criteria for determining qualifications, positive attributes and independence of directors; and (b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent; and that will be determined by considering short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy of the Company is available on the Companys website under the web link https://www.mangalcompusolution.com/investor-zone.

12 DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors have ultimate responsibility for the management, general affairs, direction, performance and long-term success of business as a whole. The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations.

Your Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel and the same is available on the website on the Company at https://www.mangalcompusolution.com/investor-zone.

As on 31st March 2025, the Board of Directors of your Company comprises 6 (six) Directors of which 3 (Three) Directors are Non-Executive Independent Directors (Including 2 Women Directors), 1 (One) is Non-Executive Non Independent Director who is also the Chairperson, 1 (One) Executive Director and 1 (One) Managing Director.

During the year under review, there was no change in the composition of Board of Directors.

The composition of the Board of your Company is governed by and is in conformity with the requirements of Companies Act, 2013 and the SEBI Listing Regulations and as on 31st March 2025 the following were the Directors and KMP along with the details of their holdings in the Company:

Sr. No	Name of the Director/KMP	Designation	DIN	No. of shares held	% of Holding
1	Mr. Pathik	Managing	03048590	19,99,950	14.70
	Mukesh Desai	Director
2	Mr. Mukesh	Executive	03048577	-	-
	Khandubhai	Director
	Desai
3	Mrs. Binny	Chairperson	10330413	50	-
	Pathik Desai	and Non-
		Executive
		Non-
		Independent
		Director
4	Mr. Binod	Independent	07095774	-	-
	Chandra	Director
	Maharana
5	Mrs. Kinjal	Independent	09376071	-	-
	Bhavin Gandhi	Director
6	Ms. Damini	Independent	10337935	-	-
	Baid	Director
7	Ms. Foram	Company	-	-	-
	Rakeshkumar	Secretary &
	Shah	Compliance
		Officer
8	Mr. Ankush	Chief	-	-	-
	Agal	Financial
		Officer

Retirement by Rotation of the Directors

In accordance with the provision of Section 152(6) of the Act, Mrs. Binny Pathik Desai (DIN: 10330413) designated as Chairperson and Non- Executive Non- Independent Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment. The Board recommends the same for the approval of the shareholders.

The necessary resolution for reappointment of Mrs. Binny Pathik Desai (DIN: 10330413) designated as Chairperson and Non- Executive Non- Independent Director forms part of the Notice convening the Annual General Meeting. The profile and particulars of experience that qualify Mrs. Binny Pathik Desai (DIN: 10330413) for Board membership, are disclosed in the Notice convening ensuing Annual General Meeting.

13 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated 22nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

14 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://mangalcompusolution/investerZone.aspx.

15 CODE OF CONDUCT

Your Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The Declaration duly signed by the Managing Director and Executive Chairman is given under Corporate Governance Report as a separate section in this Annual Report. The Code of Conduct for Board of Directors and Senior Management Personnel is also posted on the website of the Company and can be access at https://mangalcompusolution/investerZone.aspx.

16 BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. During the financial year under review, Seven (7) meetings of the Board were held on 06th June, 2024, 16th September, 2024, 21st September, 2024, 06th November, 2024, 18th November, 2024, 21st November, 2024 and 20th March, 2025 with a minimum of one meeting in each quarter in a year and not more than 120 days had intervened between two consecutive meetings of the Board.

The details of attendance of Directors at Board Meetings during the financial year 2024-25 and at the Annual General Meeting ("AGM") of the Company are as reproduced below: -

			No. of Meetings attended			Attendance at
Sr. No.	Name of the Director/KMP	Designation	Held during the tenure	Attended	% of attendance	14th AGM held on 20th September, 2024
1	Mr. Pathik Mukesh Desai	Managing Director	7	7	100	Yes
2	Mr. Mukesh Khandubhai	Managing Director	7	6	85.71	Yes
	Desai
		Chairperson and
3	Mrs. Binny Pathik Desai	Non- Executive Non-	7	7	100	Yes
		Independent Director
4	Mr. Binod Chandra	Independent Director	7	7	100	Yes
	Maharana
5	Mrs. Kinjal Bhavin Gandhi	Independent Director	7	6	85.71	Yes
6	Ms. Damini Baid	Independent Director	7	6	85.71	Yes

Meetings of Independent Directors:

During the year under review, the Independent Directors met on 29th March, 2025 as per Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

- Review the performance of Non- Independent Directors and the Board of Directors as whole;

- Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;-

- Access the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified in the agendas of meetings.

17 COMMITTEES OF THE BOARD

The Committees of the Board plays an important role in the governance structure of the Company and have been constituted to focus on specific areas and make informed decisions within the delegated authority. Each Committee is guided by its Charter or terms of reference, which provides for the composition, scope, powers and duties and responsibilities. The recommendation and/or observations and decisions are placed before the Board for information or approval. Further, the minutes of the various committee meetings are also placed before the Board in their meetings. The Chairperson of respective Committee updates the Board regarding the discussions held/ decisions taken at the committee meetings.

The Board has constituted following committees:

1. Audit Committee
Name of Members
	Designation and Composition	Other details
Binod Chandra Maharana	Chairperson - Independent Director	- During the financial year under review, the Audit Committee
	(Non-Executive Director)	met 4 (Four) times on 6th June, 2024, 16th September, 2024,
		(Adjourned Meeting held on 21st September, 2024, 04th
Kinjal Bhavin Gandhi	Member - Independent Director	December, 2024 and 20th March, 2025 and there was 100%
	(Non-Executive Director)	Attendance of all members in all the meetings of committee;
Pathik Mukesh Desai	Member - Managing Director	-
		The Committee comprises of three Directors out of which
	(Executive Director)
		2/3rd are Independent Directors and Chairperson of the
		committee is an Independent Director;
		- All members are financially literate and bring in expertise in
		the fields of finance, accounting, development, strategy and
		management;
		- Committee invites such of the executives as it considers
		appropriate, representatives of the statutory auditors and
		internal auditors, to be present at its meetings;
		- None of recommendations made by the Audit Committee
		were rejected by the Board;
		- Ms. Foram Rakeshkumar Shah, Company Secretary of the
		Company acts as the Secretary for the Audit Committee.

 

2. Nomination and Remuneration Committee
Name of Members
	Designation and Composition	Other details
Kinjal Bhavin Gandhi	Chairperson - Independent Director	- During the financial year under review, the Nomination and
	(Non-Executive Director)	Remuneration Committee ("NRC") met 1 (One) time on 20th
		March, 2025 and there was 75% Attendance of all members in
Binod Chandra Maharana	Member - Independent Director	the meeting of committee as Ms. Damini Baid was granted
	(Non-Executive Director)	leave of absence;
Damini Baid	Member - Independent Director	-
		The NRC comprises of four directors out of which 2/3rd are
	(Non-Executive Director)
		independent directors and Chairperson of the committee is an
Binny Pathik Desai		Independent Director;
	Member - Director
	(Non - Executive Director)	-
		None of recommendations made by the Committee were
		rejected by the Board;
		- Ms. Foram Rakeshkumar Shah, Company Secretary of the
		Company acts as the Secretary for the NRC.

 

3. Stakeholders Relationship Committee
Name of Members
	Designation and Composition	Other details
Binny Pathik Desai	Chairperson - Director	- During the financial year under review, the Stakeholders
	(Non - Executive Director)	Relationship Committee ("SRC ") met 1 (One) time on 20th
		March, 2025 and there was 100% Attendance of all members
Kinjal Bhavin Gandhi	Member - Independent Director	in the meeting of committee;
	(Non-Executive Director)
		- The Committee comprises of three Directors out of which two
Binod Chandra Maharana	Member - Independent Director
		are Independent Directors and Chairperson of the committee
	(Non-Executive Director)
		is Non-Executive Non-Independent Director;
		- None of recommendations made by the SRC were rejected by
		the Board;

 

Name of Members	Designation and Composition	Other details
		- Details of Investor complaints and Compliance Officer are
		provided below;
		- Ms. Foram Rakeshkumar Shah, Company Secretary of the
		Company act as the Secretary for the SRC.

Complaints:

The details of shareholders complaints received and disposed of during the financial year under review are as follows:

STATUS OF INVESTOR COMPLAINTS
1. Pending at the beginning of the financial year	0
2. Received during the financial year	0
3. Disposed off during the financial year	0
4. Pending at the end of the financial year	0

4. Loans and Investment Committee

The Board of Directors in the Board Meeting held on 26th May, 2025 constituted Loans and Investment Committee to ensure operational efficiency, expedite approvals, and manage matters related to the availing and granting of loans and advances in the ordinary course of business, including urgent banking and day-to-day financial affairs.

The Composition of the Committee is as follows:

Name of Members	Designation and Composition	Category
Pathik Mukesh Desai	Chairperson	Managing Director (Executive Director)
Binny Pathik Desai	Member	Director (Non-Executive Director)
Kinjal Bhavin Gandhi	Member	Independent Director (Non-Executive Director)

The term of reference of Loans and Investment Committee include the following:

- To approve investment of surplus funds of the Company in one or more body corporates or such other permissible investment instruments, subject to the limit as specified under the provisions of Section 186 of the Companies Act, 2013 read with limits set by shareholders of the Company from time to time;

- To approve any borrowing of money by the Company subject to limit as specified under the provisions of Section 180 of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

- To grant loans, provide advances, give guarantees, or offer security in respect of any loans or advances on behalf of the Company, subject to limit as specified under the provisions of Section 186 or any other provisions of the Act read with limits set by Shareholders of the Company from time to time;

- To approve transactions relating to foreign exchange exposure, derivative & hedging contracts including but not limited to forward cover and derivative products (within overall aforesaid limit of investment), including delegating such power to any other official of the Company;

- To authorize opening and closing of bank accounts / authorize additions / deletions to the signatories pertaining to banking transactions and availment of additional services of Bank pertaining to borrowing of money;

- To delegate authority to the Companys official(s) or carrying out the aforementioned functions, as may be necessary.

18 ANNUAL EVALUATION BY BOARD OF DIRECTORS

In terms of the requirement of Schedule IV of the Companies Act, 2013, during the separate meeting of Independent Directors, the performance of the Non-Independent Directors including the Chairman and the Board, was evaluated as a collective entity.

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of the Act.

Based on inputs received from the members, it emerged that the overall performance evaluation of the Board, composition, and quality, understanding the business including risks, process and procedures, oversight of financial reporting process including internal controls and audit functions, ethics, compliances and monitoring activities, have been found to be reasonable good

19 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the Act, and to the best of our knowledge and belief and according to the information and explanations obtained by us, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have 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 as at 31st March, 2025 and of the profit of the Company for that year;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

20 MANAGEMENT DISCUSSION AND ANALYSIS

The Management and Discussion and Analysis, as required in terms of Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.

21 ANNUAL RETURN

Pursuant to Sections 92 and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available at the website of the Company at https://mangalcompusolution.com/investerZone.aspx.

22 REPORT ON CORPORATE GOVERNANCE

The Company has listed its equity shares on the BSE SME Exchange and therefore, pursuant to Regulation 15(2)(b) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company for financial year 2024-25.

Hence, compliance with the provisions of Regulation 34 of SEBI Listing Regulations is not applicable to our Company.

23 STATUTORY AUDITORS & THEIR REPORT

During the 13th Annual General Meeting (AGM) of the Company, M/s. MGB & CO. LLP, Chartered Accountants, have been reappointed as the Statutory Auditors of the Company for a period of 5 (Five) years for second term to hold office from the conclusion of 13th Annual General Meeting till the conclusion of 18th AGM of the Company on the remuneration to be determined by the Board of Directors. The Statutory Auditors have not been disqualified in any manner from continuing as Statutory Auditors.

The financial statements of the Company have been prepared in accordance with Accounting Standards (AS). 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.

24 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretaries (Membership No. A33084 and COP No. 12220) as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not contain any qualification. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2025 is annexed herewith as Annexure A. The report is self-explanatory and does not have any qualifications, reservation and adverse remarks for the financial year ended March 31, 2025.

Certificate issued by Secretarial Auditor in connection to compliance with the Non-disqualification of the Directors is annexed herewith as Annexure B.

25 COST AUDITORS

Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.

26 INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

Your Company has in place sophisticated internal control structures proportionate to the size, scope and complexity of operations of the Company. Internal audits are conducted on a regular basis to review and ensure that responsibilities are duly carried out efficiently. It provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. Internal auditor monitors and assesses the effectiveness and adequacy of our Companys internal control mechanisms.

The Company has appointed M/s. Anand R. Chandak & Company, Chartered Accountants, be and are hereby appointed as an Internal Auditors of the Company to conduct Internal Audit for the Financial Year 2024-25.

The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. In compliance of the Discretionary Requirements stipulated under Regulation 27 (1) read with Part E of Schedule II of the SEBI Listing Regulations, Internal Auditor reports to the Audit Committee before submitting to the Board of Directors.

27 INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale, nature and complexity of its operations and regulatory requirements. A comprehensive review of the internal financial controls of the Company was undertaken during the year which covered testing of Process, IT and Entity level controls including review of key business processes for updating Risk Control, Matrices, etc.

Moreover, the Company continuously upgrades its systems and undertakes review of policies, guidelines, manuals, and authority matrix. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board reviews internal audit reports given along with management responses. The Audit Committee also monitors the implemented suggestions. The Company has, in all material respects, adequate internal financial control over financial reporting and such controls are operating effectively.

28 SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

29 RISK MANANGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided in this annual report in Management Discussion and Analysis.

30 MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Managing Director ("MD") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the

Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31, 2024 and the same forms part of this Annual Report.

31 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to Loans, guarantees or investments, if any, is provided under Notes to accounts of the financial statement.

32 RELATED PARTY TRANSACTIONS

In terms of the provisions of the Act and SEBI Listing Regulations, your company has in place "Related Party Transactions Policy" and same can be access on the Companys website i.e. https://mangalcompusolution.com/investerZone.aspx.

During the financial year, all the related party transactions were entered at arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. All the related party transactions are presented to the Audit Committee for prior approval. A statement of all related party transactions is presented before Audit Committee on half yearly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, your Company had not entered into any related party transactions covered within the purview of Section 188(1) of the Act, and accordingly, the requirement of disclosure of related party transactions in terms of Section 134(3)(h) of the Act in Form AOC – 2 is not applicable to the Company.

33 CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules prescribed therein, relating to Corporate Social Responsibility.

34 DISCLOSURE AS PER RULE 5 OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C to this Report.

35 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy. The Companys operations do not require significant import of technology.

36 FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company did not have any foreign exchange earnings and foreign currency expenditure.

37 WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of the Act and the SEBI Listing Regulations, the Board of Directors have adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide formal mechanism to the Directors and employees of the Company to report their concerns to the Audit Committee of the Company and provide adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil Mechanism have been provided in the Corporate Governance Report and is available on the website of the Company at https://mangalcompusolution.com/investerZone.aspx.

38 PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Designated Persons of the Company. The Company has also taken software containing structural digital database for maintaining names of persons with whom unpublished price sensitive information is shared. The software contains details of information shared and the names of such persons with whom information is shared under this regulation along with the Permanent Account Number.

The Code requires pre-clearance for dealing in the Companys securities and prohibits the purchase or sale of Company securities by the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. The Code is available on the website of the company at https://mangalcompusolution.com/investerZone.aspx.

39 DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION

During the financial year 2024-25 no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

40 FRAUD REPORTING

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

41 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant material orders passed by the Regulators/ Courts/Tribunals against the Company which would impact the going concern status or its future operations.

42 COMPLIANCES UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION , PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for prevention of Sexual Harassment at workplace to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder ("POSH Act")

During the year under review

- Number of complaints of sexual harassment received: Nil

- Number of complaints disposed off: Nil

- Number of cases pending for more than Ninety days: Nil

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity. The Company ensures that the necessary programs conducted from time to time to promote a safe and respectful work environment for all the employees.

43 HUMAN RESOURCES

The Company firmly believes that employees are its greatest asset and foundation of operations is human capital. The focus of the Human Resources (HR) strategy is to enable the growth of the Company through talent fulfilment for growth areas, capability building in emerging technologies and building internal talent pipeline. The Company strives to create a conducive environment for growth and development of employees. Training & Development initiatives are being taken for employees from time to time.

Total No. of Female Employees	10
Total No. of Male Employees	19
Total No. of Employees	29

44 COMPLIANCES UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible woman employees have been extended the benefits as prescribed under the Act. The Company remains committed to creating a supportive and inclusive work environment for women. Adequate internal mechanisms are in place to facilitate a smooth transition for employees availing maternity benefits, and to ensure their well-being during and after the maternity period.

45 OTHER STATUTORY DISCLOSURES

The financial statements of the Company are placed on the Companys website at https://mangalcompusolution.com/investerZone.aspx.

The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

The Company has not defaulted in repayment of loans from banks and financial institutions.

Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

During FY 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

The Company has not issued any Sweat equity shares or equity shares with differential voting rights during FY 2024-25.

In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Financial Statements, Cash Flow Statement, Report of the Auditors and Directors Report are available on the website of the Company at https://mangalcompusolution.com/investerZone.aspx.

46 ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, BSE Limited, National Stock Exchange of India Limited, Bankers, Financial Institutions, Members, and Customers of the Company for their continued support and trust. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors of
Mangal Compusolution Limited
Sd/-	Sd/-
Pathik Mukesh Desai	Mukesh Desai
Managing Director	Executive Director
DIN: 03048590	DIN: 03048577
Date: 20/08/2025
Place: Mumbai