Ratnakar Securities Limited Directors Report

To, The Members,

Ratnakar Securities Limited

(Formerly Known as Mangalya Soft-Tech Limited)

Your Board of Directors are pleased to present 34^thAnnual Report together with Audited Financial Statements of the Company for the Financial Year ended on March 31, 2026.

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

As informed in the previous Annual Report, the company was previously under Corporate Insolvency Resolution Process (CIRP), had its Resolution Plan was approved by the Honble 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 Honble 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 Honble 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 Companys 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” which was Formerly Known as Mangalya Soft-Tech Limited.

The Company has received the listing approval, and the process for obtaining trading approval is currently underway. Detailed action plans are given in Annexure under Management Discussion and Analysis report.

Further, Similar to the previous year, the Ratnakar Securities Private Limited was 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, 2026 is summarised below:

(Amount in ‘000)

Particulars	Standalone		Consolidated
	2024-25	2025-26	2024-25	2025-26
Total Revenue	224689.75	179318.28	222757.30	182289.76
Operational Expenses	178056.63	147453.80	175511.63	180528.60
Earning Before Finance Cost, Depreciation and Tax	48336.89	35311.67	48336.89	36634.30
Less: Finance Cost	11149.20	13325.24	10048.20	13336.42
Less: Depreciation	3952.03	3430.20	4562.89	3430.20
Earning Before Taxation	36633.45	18556.22	33725.81	19867.68
Less: Current Tax	10250.00	5682.82	10315	6097.74
Deferred Tax	(165.44)	4312.42	(165.44)	(4312.43)
Other Comprehensive Income	337.86	(1659.13)	337.86	(1659.13)
Earnings after Tax (EAT)	26886.75	16682.37	23548.41	17578.89

3. Operations during the financial year:

During the year, on standalone basis, there was income of Rs. 17,93,18,280 as compared to last year income of Rs. 22,46,89,750. Profit before Tax of the Company, stood at Rs. 18556220 as compared to last year profit of Rs 36633450. The Profit after Tax was Rs. 16682370 against last years profit of Rs. 26886750.

Consolidated Results

Income of the company on a consolidated basis stood at Rs. 18,22,89,760 as compared to last year income of Rs. 22,27,57,300.

Consolidated level, the net Profit after Tax was Rs. 1,75,78,890 against last years profit of Rs. 2,35,48,410. The management is working to improve the turnover and profitability and is hopeful of turning out a better performance in the year 2026-27.

4. Change in nature of business:

There is no change in the nature of business for current year.

However, as communicated in Previous Annual Report it is important to take note again that 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 has not declared or recommended any dividend for the financial year due to conservative financial policies.

6. Future Prospects

The company aims to emerge as an integrated financial services platform by leveraging its 75+ years of experience in the capital markets. The Company plans to expand its stock broking, depository, Mutual Funds Advisory and wealth management businesses through technology-driven and client-centric solutions. With around 35,000 existing clients, RSL intends to strengthen its Authorised Person network and expand its presence across multiple regions. The Company also plans to broaden its product offerings across equity, derivatives, debt, SLBM, EGR and other investment products. Its Private Wealth distribution verticals are expected to be key growth drivers, alongside potential expansion into real estate advisory services. Overall, the company aims to build a diversified financial services institution focused on sustainable growth, wealth creation and long-term shareholder value.

7. Reserves and Surplus:

No amount was transferred to Reserves and Surplus in the FY. 2025-26 and previous year.

8. Register Office:

There is no change in registered office during the year.

9. Finance:

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

10. LISTING OF SECURITIES

Company has 1,55,19,996 Equity Shares of Rs.10 each fully paid, listed on the Bombay Stock Exchange (BSE) as on 31^st March 2026. The Company had 30,00,000 Preference Shares of Rs. 10 each, which are unlisted.

11. LISTING OF FEE:

The Company shares are listed with BSE Limited and listing fees was paid to the Stock Exchanges. However, trading permission is yet to be obtained by the Company.

12. 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, 2026 is available on the website of the Company at www.ratnakarsecurities.in.

13. 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.

The Company has increased remuneration of Mr. Kushal Shah, Whole-time Director from 150000 Per Month to Rs. 250000 Per Month w.e.f. 01/02/2026 to 31/03/2026 and from Rs. 250000 Per Month to Rs. 275000 Per Month w.e.f. 01/04/2026, subject to approval of members. The Company has also increased remuneration of Mr. Ajay Shah, Managing Director of the company from Rs. 250000 Per Month to Rs. 275000 Per Month w.e.f. 01/04/2026, subject to approval of members

Mr. Ajay Nagindas Gandhi is acting as a Chief Financial Officer of the Company and Mr. Aditya Darshankumar Pancholi (Membership No: ACS 75493) is serving as Company Secretary and Compliance Officer of the Company.

During the year, there was a change in KMP. Mr. Harshil Shah (Mem. No.: ACS 67243) has resigned as Company secretary, w.e.f. 30^th March 2026. Mr. Aditya Darshankumar Pancholi was appointed as a Company Secretary w.e.f. 10^thApril, 2026.

14. Committees of the Company

Audit Committee consist of following members :

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 :

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 :

Name of member	Designation
1 Mr. Pratapbhai Mukundbhai Teli	Chairman
2 Mr. Harsh Vinodbhai Mittal	Member
3 Mr. Ajay Jayantilal Shah	Member

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

During the year, the board of directors met 8 (Eight) times on 15^th May, 2025, 14^th August, 2025, 3^rd September, 2025, 11^th September, 2025, 03^rd November, 2025, 14^th November, 2025, 21^st November, 2025 and 14^th February, 2026. All the members of Board have attended all the meetings. During the year, 5(Five) meetings of Audit Committee were held on 15^th May, 2025, 14^th August, 2025, 14^th November, 2025, 21^st November, 2025 and 14^th February, 2026. All the members of the said committee have attended all the meetings. During the year, 1 (one)meeting of Nomination and Remuneration Committee were held on 14^th February, 2026. Such meeting was attended by all the members. During the year, 1 (one) meeting of Stakeholders Relationship Committee(SRC) meeting was held on 14^thFebruary, 2026, which was attended by all members. 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 14, 2026. 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.

16. 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 placed on the website of the Company at- www.ratnakarsecurities.in.

17. Directors 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, 2026, 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, 2026 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.

18. 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.

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

As already communicated vide previous Notice and Directors Report, 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.

20. 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.

21. 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 Shah and Shah Associates, Peer reviewed Practicing Company Secretary firm, Ahmedabad, as Secretarial Auditor of your Company for the financial year 2025-26. The Secretarial Audit report in the form MR-3 given by Shah and Shah Associates, Practicing Company Secretary is attached herewith in Annexure 4.

The Board has reviewed the Secretarial Audit report for the year ended 31^st March, 2026 and confirms that the report have an observation mentioned in that report. The Company has taken necessary corrective measures and appropriate actions.

Internal Auditors:

The Company has appointed M/s Shah Jajoo & Associates, Chartered Accountants, as an Internal Auditor for the FY. 2025-26. 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 2026-27.

22. FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-26.

23. Details of Loans, Investments and Guarantees:

During the year, Company has not made any new loan or investment or given any guarantee u/s 186 of the Companies Act, 2013. All existing investment or loan or guarantee are within the limit. Company has enhanced its limit upto Rs. 25 Crores with members approval at last AGM.

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

The Contracts or Arrangements with related parties are done on arms 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, 2026. 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 arms length transactions are disclosed in Form AOC-2 Annexure 2 to the report.

25. Material changes after close of the financial year:

There have been few changes and commitments affecting the financial position of the Company after the close of the financial year, which are: Company received approval for execution of Corporate Action and Equity Shares of promoters were credited in their Account which were allotted to them on August 12, 2026. Company obtained Approval for Listing of shares dated June 16, 2026 vide BSE Letter

DCS/AMAL/TS/119/2026-27.

The Company is in constant communication with the stock exchanges to obtain the necessary trading approval.

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

There was no material order was passed by any regulator or court with respect to the company in the current year. However, the Company was under Corporate Insolvency Resolution Process. Honble 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.

27. 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”.

28. 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.

29. 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.

30. 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.

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

The Companys 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.

32. 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 2026-27.

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, reinstatement fees and revocation fees in accordance with the approved Resolution Plan, and Company obtained Approval for Listing of shares dated June 16, 2026 vide BSE Letter DCS/AMAL/TS/119/2026-27. The Company is in constant communication with the stock exchanges to obtain the necessary trading approval.

33. Changes in Capital Structure:

Following change occurs in Capital Structure of the company. due to merger order dated 26^th June, 2025, the Companys authorized share capital was enhanced from 10 crores to 19 crores.

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.

34. 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.

35. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the financial year under review. Accordingly, the Company is not required to constitute a CSR Committee or formulate and undertake CSR activities under the said provisions.

36. 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 Company has started maintaining Structural Digital Database (SDD) register.

37. 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.

38. 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 appointed a Kushal Ajay Shah, Whole-Time Director designated person in a Board meeting.

39. 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.

40. Insurance

The Companys assets are adequately insured.

Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of one-time settlement. There were no instances of one-time settlement with any Bank or Financial Institution

41. 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.

42. 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.

43. CORPORATE GOVERNANCE

The Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate report on Corporate Governance along with a certificate of compliance with corporate governance received from Mr. Tapan Shah, Practicing Company Secretary of the Company, is annexed as Annexure 7 forming part of this Annual Report.

44. Credit Rating Agency

During the financial year under review, the Company was not required to obtain any credit rating from a Credit Rating Agency under the applicable provisions of the Companies Act, 2013 and the rules made thereunder or applicable SEBI Regulations. Accordingly, no credit rating was obtained during the year.

45. Investor Complaints

During the financial year under review, the Company did not receive any investor complaints. Accordingly, there were no investor complaints pending at the beginning or at the end of the financial year.

46. Acknowledgement:

Your directors take this opportunity to thank the shareholders, bankers, government, regulatory authorities and all other stakeholders for their consistent support through the process of CIRP and for smooth transition. The Board also appreciates the continued cooperation and support extended by all stakeholders in the Companys ongoing operations and growth.

Place: Ahmedabad	For and on behalf of Board of Directors
Date:03/09/2026
	Ajay Jayantilal Shah
	Chairman and Managing Director
	[DIN: 00023582]