The Board of Directors of MANGAL COMPUSOLUTION LIMITED ("the Company”) are pleased to present the 15th Board's Report along with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March, 2025. This report states compliance as per the requirements of theCompanies Act, 2013 ("the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) 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 theprevious financial year ended 31st March, 2024 are summarized below:
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
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
2 COMPANY'S STATE OF AFFAIRS
3 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company specializes in delivering comprehensive IT hardwaresolutions tailored to meet the evolving technological needs ofbusinesses across diverse industries. The core focus is on the rentaland sale of IT hardware equipment, with an emphasis on rentalservices that offer flexibility, scalability, and cost-efficiency. TheCompany provides a wide range of IT equipment, including laptops,desktops, servers, workstations, projectors, routers, switches,Plasma/LCD TVs, PA systems, and related accessories. Customconfigurations are available to meet specific client requirements.The Company's services enable businesses to scale IT infrastructurewithout long-term commitments, helping conserve capitalexpenditure (CAPEX) and mitigate technological obsolescence. Inaddition to new equipment, the Company offers pre-owned IThardware options, allowing clients to select solutions aligned withtheir 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 alsoupholds strong environmental practices through recyclinginitiatives 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 theCompany is Rs. 2524.05 lakhs as against Rs. 2088.58 lakhs in theprevious year;
- Total Income is Rs. 2732.84 lakhs as against Rs. 2344.43 lakhs inthe previous year;
- Net profit after taxes is Rs. 456.87 lakhs as against 385.80 lakhs inthe previous year;
- The earnings per share in the year is Rs. 4.05 per share as againstRs. 5.67 per share for the financial year 2023-24.
Your Company does not have any subsidiary(ies), jointventure(s)/associate company(ies) within the meaning of Section2(6) and 2(87) of the Companies Act, 2013 ("the Act") as at the endof the financial year 2024-25.
4 DIVIDEND
The Board of Directors of the Company have at their meeting heldon 26th May, 2025, recommended final dividend @ 5.0% on equityshares i.e. ? 0.50/- per equity share of the face value of ? 10/- eachfor the financial year 2024-25. The dividend payment is subject toapproval of members at the ensuing Annual General Meeting.
The dividend would be paid to all the equity shareholders, whosenames would appear in the Register of Members / list ofBeneficial Owners on the Record date fixed for this purpose.
Pursuant to the provisions of the Finance Act, 2020, dividendincome will be taxable in the hands of the shareholders w.e.f. 1stApril, 2020 and accordingly the Company would be required todeduct tax at source ("TDS”) from such dividend at the prescribedrates under the Income Tax Act, 1961. All the required detailsregarding TDS on dividend are forming part of the Notice of 15thAGM 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 theCompany.
5 TRANSFER TO RESERVES
During the year, the Company has not transferred any amountto 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 ofRs. 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 ofRs. 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 issueprice of Rs. 45, per share (including securities premium of Rs.35 pershare), pursuant to IP0, the equity share of the Company were listedon Bombay Stock Exchange [bse) SME Platform on 21st November2024.
- The Company has not issued any sweat equity shares during theyear under review and hence no information as per provisions ofsection 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 rightsand hence no information as per provisions of section 43(a)(ii) ofthe Act, read with rule 4(4) of the Companies (Share Capital andDebenture) Rules, 2014 is furnished;
- The Company has not granted employee stock options as perprovisions of section 62(1)(b) of the Act, read with rule 12(9) of theCompanies (Share Capital and Debentures) Rules, 2014;
- During the year under review, there were no instances ofnon-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to section 67(3)of the Act, read with rule 16(4) of Companies (Share Capital andDebentures) Rules, 2014;
7 LISTING OF SHARES
During the year under review, the Company successfullycompleted its Initial Public Offering (IPO) of 36,06,000 equity shares offace 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 wascompleted on November 18, 2024. Subsequently, the equity shares ofthe Company were listed on the BSE SME Exchange Platform onNovember 21, 2024.
The Company's shares are listed on BSE SME platform with ISININE0RU901015 & Script Code: 544287.
8 CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of theCompany.
9 MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, have beenoccurred, affecting the financial position of the Companysubsequent 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 fromthe public in terms of Section 73 of the Companies Act, 2013 and therules made thereunder.
11 POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
On the recommendation of Nomination and RemunerationCommittee (NRC), the Board has framed a Remuneration Policy. Thispolicy, inter alia, provides;
(a) The criteria for determining qualifications, positive attributesand independence of directors; and
(b) Policy on remuneration of directors, key managerial personneland other employees.
The policy is directed towards a compensation philosophyand structure that will reward and retain talent; and that willbe determined by considering short and long-termperformance objectives appropriate to the working of theCompany and its goals.
The Remuneration Policy of the Company is available on theCompany's website under the web linkhttps://www.mangalcompusolution.com/investor-zone.
12 DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of Directors have ultimate responsibility for themanagement, general affairs, direction, performance andlong-term success of business as a whole. The Board of yourCompany comprised of eminent persons with provencompetence and integrity. Besides the experience, strongfinancial acumen, strategic astuteness and leadershipqualities, they have a significant degree of commitmenttowards the Company and devote adequate time to themeetings and preparations.
Your Company has formulated a code of conduct for Boardof Directors and Senior Managerial Personnel and the same isavailable on the website on the Company athttps://www.mangalcompusolution.com/investor-zone.
As on 31st March 2025, the Board of Directors of yourCompany comprises 6 (six) Directors of which 3 (Three)Directors are Non-Executive Independent Directors(Including 2 Women Directors), 1 (One) is Non-Executive NonIndependent 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 thecomposition of Board of Directors.
The composition of the Board of your Company is governedby and is in conformity with the requirements of CompaniesAct, 2013 and the SEBI Listing Regulations and as on 31stMarch 2025 the following were the Directors and KMP alongwith the details of their holdings in the Company:
Sr.
No
Name of theDirector/KMP
Designation
DIN
No. of
shares held
% ofHolding
1
Mr. PathikMukesh Desai
Managing
Director
03048590
19,99,950
14.70
2
Mr. Mukesh
Khandubhai
Desai
Executive
03048577
3
Mrs. Binny
Pathik Desai
Chairpersonand Non¬ExecutiveNon¬IndependentDirector
10330413
50
4
Mr. BinodChandraMaharana
Independent
07095774
5
Mrs. KinjalBhavin Gandhi
09376071
6
Ms. DaminiBaid
10337935
7
Ms. Foram
Rakeshkumar
Shah
CompanySecretary &ComplianceOfficer
8
Mr. AnkushAgal
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 Chairpersonand Non- Executive Non- Independent Director of the Companyshall retire by rotation at the forthcoming Annual General Meetingand being eligible, offer herself for re-appointment. The Boardrecommends the same for the approval of the shareholders.
The necessary resolution for reappointment of Mrs. Binny PathikDesai (DIN: 10330413) designated as Chairperson andNon- Executive Non- Independent Director forms part of the Noticeconvening the Annual General Meeting. The profile and particularsof experience that qualify Mrs. Binny Pathik Desai (DIN: 10330413) forBoard membership, are disclosed in the Notice convening ensuingAnnual General Meeting.
13 DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from all theIndependent Directors as per the Section 149(7) of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations and the Board issatisfied that all the Independent Directors meet the criteria ofindependence as mentioned in Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations.
Further, declaration on compliance with Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules,2014, as amended by Ministry of Corporate Affairs ("MCA”) vide itsNotification dated 22nd October, 2019, regarding the requirementrelating to enrolment in the data bank created by MCA forIndependent Directors, had been received from all IndependentDirectors.
14 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are provided with necessarydocuments/ brochures, reports and internal policies to enablethem 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 ofDirectors and Senior Managerial Personnel. The Declaration dulysigned by the Managing Director and Executive Chairman is givenunder Corporate Governance Report as a separate section in thisAnnual Report. The Code of Conduct for Board of Directors andSenior Management Personnel is also posted on the website of theCompany and can be access athttps://mangalcompusolution/investerZone.aspx.
16 BOARD MEETINGS
The Board meets at regular intervals to discuss and decide onCompany/business policy and strategy apart from other Boardbusinesses. The intervening gap between two Board Meeting waswithin the period prescribed under the Companies Act, 2013 and asper Secretarial Standard-1. The prescribed quorum was presentedfor all the Meetings and Directors of the Company activelyparticipated in the meetings and contributed valuable inputs onthe matters brought before the Board of Directors from time totime. During the financial year under review, Seven (7) meetings ofthe Board were held on 06th June, 2024, 16th September, 2024, 21stSeptember, 2024, 06th November, 2024, 18th November, 2024, 21stNovember, 2024 and 20th March, 2025 with a minimum of onemeeting in each quarter in a year and not more than 120 days hadintervened between two consecutive meetings of the Board.
The details of attendance of Directors at Board Meetings during thefinancial year 2024-25 and at the Annual General Meeting ("AGM”)of the Company are as reproduced below: -
No.
Name of the Director/KMP
Held duringthe tenure
No. of Meetings attendedAttended
% of
attendance
Attendance at14th AGM held on20th September,2024
Mr. Pathik Mukesh Desai
Managing Director
100
Yes
Mr. Mukesh KhandubhaiDesai
85.71
Mrs. Binny Pathik Desai
Chairperson andNon- Executive Non¬Independent Director
Mr. Binod ChandraMaharana
Independent Director
Mrs. Kinjal Bhavin Gandhi
Ms. Damini Baid
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 discussthe 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 onmatters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specifiedin the agendas of meetings.
The Committees of the Board plays an important role in the governance structure of the Company and have been constituted to focus onspecific areas and make informed decisions within the delegated authority. Each Committee is guided by its Charter or terms of reference, whichprovides for the composition, scope, powers and duties and responsibilities. The recommendation and/or observations and decisions areplaced before the Board for information or approval. Further, the minutes of the various committee meetings are also placed before the Boardin their meetings. The Chairperson of respective Committee updates the Board regarding the discussions held/ decisions taken at thecommittee meetings.
The Board has constituted following committees:
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 Committeemet 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 which2/3rd are Independent Directors and Chairperson of thecommittee is an Independent Director;
- All members are financially literate and bring in expertise inthe fields of finance, accounting, development, strategy andmanagement;
- Committee invites such of the executives as it considersappropriate, representatives of the statutory auditors andinternal auditors, to be present at its meetings;
- None of recommendations made by the Audit Committeewere rejected by the Board;
- Ms. Foram Rakeshkumar Shah, Company Secretary of theCompany acts as the Secretary for the Audit Committee.
2. Nomination and Remuneration Committee
Kinjal Bhavin GandhiBinod Chandra Maharana
- During the financial year under review, the Nomination andRemuneration Committee ("NRC”) met 1 (One) time on 20thMarch, 2025 and there was 75% Attendance of all members inthe meeting of committee as Ms. Damini Baid was grantedleave of absence;
Damini BaidBinny Pathik Desai
Member - Director(Non - Executive Director)
- The NRC comprises of four directors out of which 2/3rd areindependent directors and Chairperson of the committee is anIndependent Director;
- None of recommendations made by the Committee wererejected by the Board;
- Ms. Foram Rakeshkumar Shah, Company Secretary of theCompany acts as the Secretary for the NRC.
3. Stakeholders' Relationship Committee
Binny Pathik Desai
Chairperson - Director
- During the financial year under review, the Stakeholders'
(Non - Executive Director)
Relationship Committee ("SRC ”) met 1 (One) time on 20thMarch, 2025 and there was 100% Attendance of all members
Member - Independent Director
in the meeting of committee;
(Non-Executive Director)
- The Committee comprises of three Directors out of which two
are Independent Directors and Chairperson of the committeeis Non-Executive Non-Independent Director;
- None of recommendations made by the SRC were rejected by
the Board;
- Details of Investor complaints and Compliance Officer areprovided below;
- Ms. Foram Rakeshkumar Shah, Company Secretary of theCompany act as the Secretary for the SRC.
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
3. Disposed off during the financial year
4. Pending at the end of the financial year
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, includingurgent banking and day-to-day financial affairs.
The Composition of the Committee is as follows:
Category
Chairperson
Managing Director (Executive Director)
Member
Director (Non-Executive Director)
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 theCompany 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, 2013read 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 tolimit as specified under the provisions of Section 186 or any other provisions of the Act read with limits set by Shareholders of the Company fromtime to time;
- To approve transactions relating to foreign exchange exposure, derivative & hedging contracts including but not limited to forward cover andderivative 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 andavailment 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.
In terms of the requirement of Schedule IV of the Companies Act, 2013, during the separate meeting of Independent Directors, the performance ofthe 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 theprovisions 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 auditfunctions, 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 theinformation and explanations obtained by us, the Directors herebyconfirm that:
a. in the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanation relating to material departures;
b. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March, 2025 and of theprofit of the Company for that year;
c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;
d. the directors have prepared the annual accounts on a goingconcern basis;
e. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controlsare adequate and were operating effectively; and
f. the Directors had devised proper system to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating efficiently.
20 MANAGEMENT DISCUSSION AND ANALYSIS
The Management and Discussion and Analysis, as required in termsof Regulation 34 of the SEBI Listing Regulations forms part of thisAnnual Report.
21 ANNUAL RETURN
Pursuant to Sections 92 and Section 134(3) of the Act read with Rule12 of the Companies (Management and Administration) Rules, 2014as amended, the Annual Return is available at the website of theCompany at
https://mangalcompusolution.com/investerZone.aspx.
22 REPORT ON CORPORATE GOVERNANCE
The Company has listed its equity shares on the BSE SME Exchangeand therefore, pursuant to Regulation 15(2)(b) of the SEBI ListingRegulations, 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) ofregulation 46 and para C, D and E of Schedule V of SEBI ListingRegulations are not applicable to the Company for financial year2024-25.
Hence, compliance with the provisions of Regulation 34 of SEBI ListingRegulations 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 asthe Statutory Auditors of the Company for a period of 5 (Five) yearsfor second term to hold office from the conclusion of 13th AnnualGeneral Meeting till the conclusion of 18th AGM of the Company onthe remuneration to be determined by the Board of Directors. TheStatutory Auditors have not been disqualified in any manner fromcontinuing as Statutory Auditors.
The financial statements of the Company have been prepared inaccordance with Accounting Standards (AS). The notes on financialstatements referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report doesnot contain any qualification, reservation, adverse remark, ordisclaimer.
24 SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Board of Directors of the Companyhas appointed M/s. Vijay S. Tiwari & Associates, PracticingCompany Secretaries (Membership No. A33084 and COP No.12220) as Secretarial Auditor of the Company to conduct theSecretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report confirms that the Company hascomplied with the provisions of the Act, Rules, SEBI ListingRegulations and Guidelines and that the report does notcontain any qualification. The Secretarial Audit Report in FormMR-3 for the financial year ended 31st March, 2025 is annexedherewith as Annexure A. The report is self-explanatory anddoes not have any qualifications, reservation and adverseremarks for the financial year ended March 31, 2025.
Certificate issued by Secretarial Auditor in connection tocompliance with the Non-disqualification of the Directors isannexed herewith as Annexure B.
25 COST AUDITORS
Provisions of section 148(1) of the Companies Act, 2013 readwith Rule 3 of the Companies (Cost records and Audit) Rules,2014 requiring maintenance and audit of cost records andappointment of cost auditor is not applicable to yourcompany.
26 INTERNAL AUDITOR AND INTERNAL AUDIT REPORT
Your Company has in place sophisticated internal controlstructures proportionate to the size, scope and complexity ofoperations of the Company. Internal audits are conducted ona regular basis to review and ensure that responsibilities areduly carried out efficiently. It provides an independent view tothe Board of Directors, the Audit Committee and the seniormanagement on the quality and impact of Internal Controls,Internal Control systems and processes. Internal auditormonitors and assesses the effectiveness and adequacy of ourCompany's internal control mechanisms.
The Company has appointed M/s. Anand R. Chandak &Company, Chartered Accountants, be and are herebyappointed as an Internal Auditors of the Company to conductInternal Audit for the Financial Year 2024-25.
The Board and Audit Committee periodically reviews theInternal Audit Reports and the adequacy and effectiveness ofthe internal controls. In compliance of the DiscretionaryRequirements stipulated under Regulation 27 (1) read with PartE of Schedule II of the SEBI Listing Regulations, Internal Auditorreports to the Audit Committee before submitting to the Boardof Directors.
27 INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financialcontrols with reference to financial statements,commensurate with the size, scale, nature and complexity ofits operations and regulatory requirements. A comprehensivereview of the internal financial controls of the Company wasundertaken during the year which covered testing of Process,IT and Entity level controls including review of key businessprocesses for updating Risk Control, Matrices, etc.
Moreover, the Company continuously upgrades its systemsand undertakes review of policies, guidelines, manuals, andauthority matrix. The internal financial control issupplemented by extensive internal audits, regular reviews bythe Management and standard policies and guidelines toensure reliability of financial and all other records to preparefinancial statements, its reporting and other data. The AuditCommittee of the Board reviews internal audit reports givenalong with management responses. The Audit Committeealso monitors the implemented suggestions. The Companyhas, in all material respects, adequate internal financialcontrol over financial reporting and such controls areoperating effectively.
28 SECRETARIAL STANDARDS
During the year under review, your Company has duly complied with theapplicable Secretarial Standards issued by Institute of CompanySecretaries of India.
29 RISK MANANGEMENT
The Company has in place a mechanism to identify, assess, monitor andmitigate various risks to key business objectives. Major risks identified bythe businesses and functions are systematically addressed throughmitigating actions on a continuing basis. The company has beenaddressing various risks impacting the company and the policy of thecompany on risk management is provided in this annual report inManagement Discussion and Analysis.
30 MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
The Managing Director (“MD") and Chief Financial Officer (“CFO") havecertified to the Board about compliance by the
Company in accordance with Regulation 17(8) read with Part B ofSchedule II of the Listing Regulations for the financial year ended March31, 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, ifany, 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, yourcompany has in place “Related Party Transactions Policy" and same canbe access on the Company's website i.e.https://mangalcompusolution.com/investerZone.aspx.
During the financial year, all the related party transactions were enteredat arm's length basis and in the ordinary course of business, theparticulars of such transactions are disclosed in the notes to thefinancial statements. All the related party transactions are presented tothe Audit Committee for prior approval. A statement of all related partytransactions is presented before Audit Committee on half yearly basis,specifying the nature, value and terms and conditions of thetransactions.
During the year under review, your Company had not entered into anyrelated party transactions covered within the purview of Section 188(1) ofthe Act, and accordingly, the requirement of disclosure of related partytransactions in terms of Section 134(3)(h) of the Act in Form AOC - 2 isnot applicable to the Company.
33 CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company does not come under the purview of the provisions ofSection 135 of the Act read with the Rules prescribed therein, relating toCorporate 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 andemployees as required under section 197(12) of the Act read with Rule5(1) and (2) of the Companies (Appointment and Remuneration ofManagerial 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 Actread with Rule 8(3) of the Companies (Accounts) Rules, 2014 are notapplicable. However, the Company is taking all possible measures toconserve energy. Several environment friendly measures are adoptedby the Company. The Company continued to give major emphasis forconservation of Energy. The Company's operations do not requiresignificant import of technology.
36 FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company did not have any foreignexchange 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 theSEBI Listing Regulations, the Board of Directors have adopted aWhistle Blower Policy/Vigil Mechanism inter alia to provideformal mechanism to the Directors and employees of theCompany to report their concerns to the Audit Committee ofthe Company and provide adequate safeguards againstvictimization of Director(s) or employee(s) who report genuineconcerns under the mechanism.
Details of the Whistle Blower Policy/Vigil Mechanism havebeen provided in the Corporate Governance Report and isavailable on the website of the Company athttps://mangalcompusolution.com/investerZone.aspx.
38 PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Preventionof Insider Trading with a view to regulate trading in securitiesby the Designated Persons of the Company. The Company hasalso taken software containing structural digital database formaintaining names of persons with whom unpublished pricesensitive information is shared. The software contains detailsof information shared and the names of such persons withwhom information is shared under this regulation along withthe Permanent Account Number.
The Code requires pre-clearance for dealing in theCompany's securities and prohibits the purchase or sale ofCompany securities by the Designated Persons while inpossession of unpublished price sensitive information inrelation to the Company and during the period when thetrading window is closed. The Board is responsible forimplementation of the Code. The Code is available on thewebsite of the company at
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 yourCompany.
40 FRAUD REPORTING
During the year under review, neither the Statutory Auditorsnor the Secretarial Auditor has reported to the AuditCommittee under Section 143 (12) of the Act, any instances offraud committed against the Company by its officers oremployees, the details of which needs to be mentioned in theBoard's Report.
41 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS
During the year under review there were no significantmaterial orders passed by the Regulators/ Courts/Tribunalsagainst the Company which would impact the going concernstatus or its future operations.
42 COMPLIANCES UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION , PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a 'Policy for prevention of SexualHarassment at workplace' to prohibit, prevent or deter any acts ofsexual harassment at workplace and to provide the procedure for theredressal of complaints pertaining to sexual harassment in line with theprovisions 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 whichall individuals are treated with respect and dignity. The Company ensuresthat the necessary programs conducted from time to time to promote asafe and respectful work environment for all the employees.
43 HUMAN RESOURCES
The Company firmly believes that employees are its greatest asset andfoundation of operations is human capital. The focus of the HumanResources (hr) strategy is to enable the growth of the Company throughtalent fulfilment for growth areas, capability building in emergingtechnologies and building internal talent pipeline. The Company strives tocreate a conducive environment for growth and development ofemployees. Training & Development initiatives are being taken foremployees 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 theMaternity Benefit Act, 1961. All eligible woman employees have beenextended the benefits as prescribed under the Act. The Company remainscommitted to creating a supportive and inclusive work environment forwomen. Adequate internal mechanisms are in place to facilitate asmooth transition for employees availing maternity benefits, and toensure their well-being during and after the maternity period.
45 OTHER STATUTORY DISCLOSURES
• The financial statements of the Company are placed on the Company'swebsite at https://mangalcompusolution.com/investerZone.aspx.
• The securities of the Company were not suspended from trading duringthe year on account of corporate actions or otherwise.
• The Company has not defaulted in repayment of loans from banks andfinancial institutions.
• Neither any application was made, nor is any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 against the Company.
• During FY 2024-25, there was no instance of one-time settlement withBanks or Financial Institutions. Therefore, as per rule 5(xii) of Companies(Accounts) Rules, 2014, reasons of difference in the valuation at the timeof one-time settlement and valuation done while taking loan from theBanks or Financial Institutions are not reported.
• The Company has not issued any Sweat equity shares or equity shareswith differential voting rights during FY 2024-25.
• In accordance with the provisions contained in Section 136 of the Actand Regulation 34 of SEBI Listing Regulations, the Annual Report of theCompany, containing Notice of the Annual General Meeting (“AGM"),Financial Statements, Cash Flow Statement, Report of the Auditor's andDirectors' Report are available on the website of the Company athttps://mangalcompusolution.com/investerZone.aspx.
46 ACKNOWLEDGEMENT
The Directors take this opportunity to express their apprecia¬tion to all stakeholders of the Company including the Ministryof Corporate Affairs, the Securities and Exchange Board ofIndia, the Government of India and other Regulatory Authori¬ties, the Depositories, BSE Limited, National Stock Exchange ofIndia Limited, Bankers, Financial Institutions, Members, andCustomers of the Company for their continued support andtrust. The Board further places on record its appreciation forthe dedicated services rendered by the employees of theCompany.
Pathik Mukesh Desai Mukesh Desai
Managing Director Executive Director
DIN: 03048590 DIN: 03048577
Date: 20/08/2025Place: Mumbai