We have audited the accompanying standalone financial statements of MANGALYA SOFT-

TECH LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2024,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a
summary of the significant accounting policies and other explanatory information
(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to
us, except for the possible effects of the matter described in the Basis for Qualified Opinion
paragraph, the aforesaid standalone financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view
in conformity with the Accounting Standards prescribed under section 133 of the Act read
with the Companies (Accounting Standards) Rules, 2015, as amended and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31,
2024, the profit / (loss) and total comprehensive income, changes in equity and its cash flows
for the year ended on that date.

The Operational Creditor of the Company have filed a petition under Insolvency and
Bankruptcy Code, 2016 (IBC) with the Hon'ble National Company Law Tribunal, Ahmedabad
Bench (NCLT). The Honorable National Company Law Tribunal has approved the Resolution
Plan and RP is in process of implement the resolution plan and finalize the resolution
process.

However, the financial statements of the Company have been prepared on a going concern
basis for the reasons stated in the said note in respect of initiation of Corporate Insolvency
Resolution Process (CIRP) and approval of Resolution Plan by Honorable National Company
Law Tribunal.

Basis for Qualified Opinion

The Company is in Corporate Insolvency Resolution Process to revamp its business, but had
not any operational income during the year as well as preceding year and seems that no
operational income would be generate at this stage. Accordingly, we are unable to comment
upon the resultant effect of same on the Assets, Liability and Loss of the company.

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor's Responsibilities for the Audit of
the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical requirements that are relevant to our
audit of the standalone financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be the key audit matters
to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor's
Report Thereon

The Company's Management and Board of Directors is responsible for the preparation of the
other information. The other information comprises the information included in the
Management Discussion and Analysis, Board's Report including Annexure to Board's Report,
Business Responsibility Report, Corporate Governance and Shareholder's Information, but
does not include the standalone financial statements and our auditor's report thereon. The
Company's Annual report is expected to be made available to us after the date of this
Auditor's Report.

Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement
of this other information; we are required to communicate the matter to those charged with
governance and take necessary actions as applicable under the relevant laws and regulations.
We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements:

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016,
(IBC), Mr. Harshadbhai Govindbhai Vankar, in his capacity as operational creditor has filed
a petition under IBC with the Honorable National Company Law Tribunal, Ahmedabad Bench
(NCLT). The NCLT vide its order dated 27^th September, 2022 approved the Resolution Plan
and the Resolution Professional is in process to Implement the Plan.

The Company's Board of Directors / RP is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these standalone financial statements that give
a true and fair view of the financial position, financial performance, including other
comprehensive income, changes in equity and cash flows of the Company in accordance with
the AS and other accounting principles generally accepted in India. This responsibility also
includes 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 frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing
the Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor's report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

We draw attention to the following matter in the Notes to the Standalone financial
statements:

i) In respect of Corporate Insolvency Resolution Process (CIRP) and selection of M\s
Ratnakar Securities Private Limited as the successful resolution applicant and the
Honorable National Company Law Tribunal has approved the Resolution Plan and RP is
in process of implementation of the plan and its net worth has been fully eroded due to
accumulated losses.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books. We are informed
that digital back up of the accounting data was regularly taken, however the same has
not been preserved for our verification and the Company.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standard as specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March
31, 2024 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of
the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls
over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is
in accordance with the provisions of section 197 of the Act.

h) (i) The management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in all aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether,:

• directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief,
no funds (which are material either individually or in all aggregate) have been
received by the Company from any persons or entities, including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether,:

• directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding
Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries;

(iii) Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of account which do not have a
feature of recording audit trail (edit log) facility. As provision to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention.

(iv) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that
the representations contain any material mis-statement.

i) With respect to the other matters to be included in the Auditor's Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts. The company did not have any long

term derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by
the Central Government in terms of Section 143(11) of the Act, as amended, we give
in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

Place: Ahmedabad For, Maheshwari & Goyal

Date: 30.05.2024 Chartered Accountant

FRN: 012946C

CA Vamesh Shah
Partner
Mem. No.: 165075
UDIN: 24165075BKGDWX4269