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MANGAL COMPUSOLUTION LTD.

15 October 2025 | 03:16

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE0RU901015 BSE Code / NSE Code 544287 / MANGALCOMP Book Value (Rs.) 17.35 Face Value 10.00
Bookclosure 09/09/2025 52Week High 64 EPS 3.36 P/E 15.76
Market Cap. 71.98 Cr. 52Week Low 34 P/BV / Div Yield (%) 3.05 / 0.00 Market Lot 3,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors of MANGAL COMPUSOLUTION LIMITED ("the Company”) are pleased to present the 15th Board's 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 COMPANY'S STATE OF AFFAIRS

3 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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 Company's 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 Company's 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.

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 Company's 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
Company's 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
Mukesh Desai

Managing

Director

03048590

19,99,950

14.70

2

Mr. Mukesh

Khandubhai

Desai

Executive

Director

03048577

3

Mrs. Binny

Pathik Desai

Chairperson
and Non¬
Executive
Non¬
Independent
Director

10330413

50

4

Mr. Binod
Chandra
Maharana

Independent

Director

07095774

-

-

5

Mrs. Kinjal
Bhavin Gandhi

Independent

Director

09376071

-

-

6

Ms. Damini
Baid

Independent

Director

10337935

-

-

7

Ms. Foram

Rakeshkumar

Shah

Company
Secretary &
Compliance
Officer

8

Mr. Ankush
Agal

Chief

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 Company's 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: -

Sr.

No.

Name of the Director/KMP

Designation

Held during
the tenure

No. of Meetings attended
Attended

% of

attendance

Attendance at
14th AGM held on
20th September,
2024

1

Mr. Pathik Mukesh Desai

Managing Director

7

7

100

Yes

2

Mr. Mukesh Khandubhai
Desai

Managing Director

7

6

85.71

Yes

3

Mrs. Binny Pathik Desai

Chairperson and
Non- Executive Non¬
Independent Director

7

7

100

Yes

4

Mr. Binod Chandra
Maharana

Independent Director

7

7

100

Yes

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 Board's 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
(Non-Executive Director)

- During the financial year under review, the Audit Committee
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
(Non-Executive Director)

December, 2024 and 20th March, 2025 and there was 100%
Attendance of all members in all the meetings of committee;

Pathik Mukesh Desai

Member - Managing Director
(Executive Director)

- The Committee comprises of three Directors out of which
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
Binod Chandra Maharana

Chairperson - Independent Director
(Non-Executive Director)

Member - Independent Director
(Non-Executive Director)

- During the financial year under review, the Nomination and
Remuneration Committee ("NRC”) met 1 (One) time on 20th
March, 2025 and there was 75% Attendance of all members in
the meeting of committee as Ms. Damini Baid was granted
leave of absence;

Damini Baid
Binny Pathik Desai

Member - Independent Director
(Non-Executive Director)

Member - Director
(Non - Executive Director)

- The NRC comprises of four directors out of which 2/3rd are
independent directors and Chairperson of the committee is an
Independent 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)

Member - Independent Director
(Non-Executive Director)

- The Committee comprises of three Directors out of which two

Binod Chandra Maharana

are Independent Directors and Chairperson of the committee
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 Company's 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
Company's 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 Company's website i.e.
https://mangalcompusolution.com/investerZone.aspx.

During the financial year, all the related party transactions were entered
at arm's 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 Company's 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
Company's 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
Board's 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 Company's
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 Auditor's 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 apprecia¬
tion 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 Authori¬
ties, 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