Slone Infosystems Ltd Directors Report

Dear Members,

SLONE INFOSYSTEMS LIMITED

(Formerly Known as Slone Infosystems Private Limited)

Your Directors have pleasure in presenting 03 ^rd Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: -

The Companys financial performance for the year under review is given hereunder: -

( in Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Revenue from Operations	21,064.18	6,069.26
Other Income	0.04	37.26
Total Revenue	21,064.22	6,106.52
Total Expenditure	20,012.44	5,549.81
Profit/Loss before taxation	1,051.78	556.71
Less: Tax Expenses
Current Tax:	283.74	140.11
Deferred Tax:	27.31	(2.09)
Profit/Loss (after tax)	740.73	418.69
Add: Balance B/F from the Previous Year	413.07	25.94
Add: Securities premiumonIssue of shares	1,403.16	607.10
Less: Bonus Share Issued	-	85.59
Less: Capitalization on account of issue of bonus shares	-	31.56
Less: Reduction on account of conversion of sole proprietorship to company	-	-
Reserves & Surplus for the year	2,556.96	934.58

2. OPERATIONS: -

We are an IT hardware solutions Company, engaged selling and renting of IT Equipment and in providing IT

Service Solutions

IT equipment like laptops, desktops, servers, work stations like managing cloud andalsoprovide IT solution servers, servicing of IT equipment to the corporates.

The major portion of our revenue is contributed from Maharashtra. The other states which are contributing to our revenue include Delhi, Kerala and Karnataka. The Company has reported total revenue of Rs. 21,064.22 Lakhs for the current year as compared to Rs. 6,106.52

Lakhs in the previous year. The Net Profit for the year under review amounted to Rs. 740.73 Lakhs in the current year as compared to Profit incurred in last year amounting Rs. 418.69 Lakhs.

3. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, 16^th April, 2024, granted its In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Company, Mumbai on 26^th April, 2024. The Public Issue was opened on Friday, 03^rd May, 2024 and closed on Tuesday, 07^th May, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on 08^th May, 2024. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated 09^th May, 2024. The trading of equity shares of the Company commenced on 10^th May, 2024 at of NSE

Emerge Platform.

The Equity Shares of the Company are listed on the NSE

Emerge Platform. The Company confirmsthat the annual listing fees to the stock exchange for FY 2024-25 have been paid.

4. TRANSFER OF RESERVES: -

As per Standalone financials, the reserves & surplus of the Company as on March 31st, 2025 are as follows: (Amount in Lakhs)

Sr. No. Particulars	31.03.2025
1.Balance at the beginning of the year	413.07
2. Current Years Profit / Loss	740.73
3.Amount of Securities Premium and other Reserves	1,403.16
4.Capitalization on account of issue of bonus shares	-
Total	2,556.96

5. DIVIDEND: -

Considering the Companys outstanding financial performance, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM), payment of dividend at the rate of 5% equivalent to the Re. 0.5/- per Equity Share for the Financial Year 2024-25. ed by the Company, the Registrar to the issue finaliz The said dividend, if approved by the members at the ensuing AGM will be paid to those members whose name appears on the Register of Members (including Beneficial Owners) of the Company as on the record date and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961.

6. SHARE CAPITAL: -

• AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on 31st March, 2025 is Rs.12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each. The Authorized Share Capital of the Company has increased pursuant to the approval of members on 05^th December, 2024 from Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000/- (Seventy Lakhs) Equity Shares of Rs. 10/- each to Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- each.

• ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31^st March, 2025 stood at Rs. 5,26,90,130/- (Rupees Five Crore Twenty-Six Lakhs Ninety Thousand One Hundred Thirty Only) consisting of 52,69,013 (Fifty Two Lakhs Sixty Nine Thousands Thirteen) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the reporting Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on May 08, 2024, has allotted total 14,00,000 Equity Shares Rs. 10/- each at price of Rs. 79/- per Equity Share (Including a share premium of 69/- Per Equity Share) to the successful allottees, whose list have been

and merchant banker in consultation with National Stock Exchange of India Limited.

The Company has increased its paid up share capital as mentioned below during the period under review:

Sr. No. No. of Shares Increase From	No. of Shares Increase To	No. of Shares Allotted	Issue Type	Date of Board
1. 38,69,013	52,69,013	14,00,000	IPO	08th May, 2024

• CONVERTIBLE WARRANTS

The Board of Directors at its meeting held on 11 ^th November, 2024 has given their approval for raising of funds through issue of Warrants to the person(s)/ entity(ies) belonging to "Promoter and Promoter Group Category" and "Non-Promoter Category" on Preferential Basis by issuing up to 60,93,600 (Sixty Lakhs Ninety-Three Thousand Six Hundred) Warrants convertible in one or more tranches to equity shares of Rs. 10.00/- each of the Company at a price of Rs. 164.00/- (including premiumofRs.154.00/-)foreach in cash, on a preferential issue Warrant subject to necessary Shareholders approvals, as applicable. Further, the Company has sought shareholders approval for the same in their Extra Ordinary General Meeting held on 05^th December, 2024.

The Company has received in-principle approval from NSE vide its letter dated 10^th March, 2025 for issue of 24,93,600 equity shares of Rs. 10/- each to be allotted pursuant to conversion of warrants issued on preferential from NSE, the Board of Directors in its meeting held on 24^th March, 2025 given their approval for allotment of 19,99,200 (Nineteen Lakhs Ninety-Nine Thousand and Two Hundred) Convertible ("Warrants") at a price of Rs. 164.00/- (Rupees One Hundred and Sixty-Four Only) each (including a premium of Rs. 154.00/- {Rupees One Hundred and Fifty-Four Only} each) for cash consideration person(s) belonging to "Non-Promoter Category" on a preferential basis, entitling the Warrant Holders to exercise option to convert and get allotted one Equity share of face value of Rs. 10.00/- (Rupees Ten Only) each fully paid-up against each warrant within 18 (Eighteen) months from the date of allotment of warrants.

Further, the Board of Directors at its meeting held on 28^th March, 2025 has given their consent to raise funds upto Rs. 96.96 Crores (Rupees Ninety-Six Crores Ninety-Six Lakhs Only) through issue of Warrants to the to "Promoter and Promoter Group Category" and "Non-Promoter Category" on Preferential Basis by issuing up to 32,00,000 (Thirty-Two Lakhs) Warrants convertible of the Company having face value of Rs. 10.00/- each at a price of Rs. 303.00/- (including premium of Rs. 293.00/-) for each Warrant subject to necessary Shareholders approvals, as applicable.

AFTER CLOSURE OF THE FINANCIAL YEAR:

The shareholders at its Extraordinary General meeting held on 23^rd April, 2025 has given their consent to create, issue, offer and allot 32,00,000 (Thirty-Two Lakhs) Convertible Warrants ("Warrants") of Rs. 10.00/- each fully paid up in cash at a price of Rs. 303.00/- (Rupees Three Hundred and Three Only) (including premium of Rs. 293.00/- each {Rupees Two Hundred and Ninety-Three Only}) to the Proposed Allottees, who belong to the "Promoter and Promoter Group Category" and "Non-Promoter Category", for consideration entitling the Proposed Allottees / Warrant Holders to exercise option to convert and get allotted one Equity Share of face value of Rs. 10.00/- (Rupees Ten Only) each fully paid-up against each warrant, within 18 (Eighteen) months from the date of allotment of warrants. The Company has applied to NSE for in-principle approval for listing of 32,00,000 equity shares of Rs. 10/- each to be issued pursuant to conversion of warrants on preferential basis. The NSE has, vide its letter dated, 27 ^th May, 2025, granted its In- Principal Approval to the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY: - DURING THE FINANCIAL YEAR ENDED 31 Warrants ^ST MARCH, 2025

During the year, theresignificant material have been changes and commitments that had an impact on the financial position of the Company. The following and commitments are worth noting: i. FILING OF PROSPECTUS: The Company has filed Prospectus on 26^th April, 2024 with Emerge Platform of National Stock Exchange Limited. ii. LISTING ON EMERGE PLATFORM OF NATIONAL

STOCK EXCHANGE (NSE): The Companys securities have been listed on the EMERGE Platform of National Stock Exchange (NSE), ^th May, 2024. This listing provides an opportunity for increased visibility and liquidity for the Companys shares. iii. ISSUANCE OF SECURITIES THROUGH IPO: The Company has successfully issued and allotted 14,00,000 equity shares of Rs. 10/- each through IPO resulted in an increment of paid-up share capital from Rs. 3,86,90,130/- (Rupees Three Crore Eighty Six Lakhs Ninety Thousand One Hundred and Thirty Only) to Rs. 5,26,90,130/- (Rupees Five Crore Twenty Twenty Six Lakhs Nineny Thousand One Hundred and Thirty Only) during the year.

iv. INCREASE IN AUTHORISED SHARE CAPITAL: The Company has increased the Authorised Share Capital pursuant to the shareholders approval in the Extra Ordinary General Meeting held on 05th December, 2024 from Rs. 7,00,00,000/- (Rupees Seven Crores Only) to Rs. 12,00,00,000/- (Rupees Twelve Crores Only). v. ALLOTMENT OF CONVERTIBLE WARRANTS: The Company has allotted 19,99,200 (Nineteen Lakhs Ninety-Nine Thousand and Two Hundred) Convertible Warrants at a price of Rs. 164.00/- (Rupees One Hundred and Sixty-Four Only) each (including a premium of Rs. 154.00/- {Rupees One Hundred and Fifty-Four Only} each) for cash considerationto the person(s) belonging to "Non-Promoter Category" on a preferential basis. On allotment of warrants the allottees were required to pay 25% of issue price per warrant and the balance amount i.e. 75% of 178 of the issue price per warrant shall be paid at the time of allotment of equity shares pursuant exercise of option to convert the warrants into Equity Shares of Rs. 10/- each. Accordingly, the Company has raised fund of Rs. 8,19,67,200/- (25% consideration). vi. ISSUANCE OF CONVERTIBLE WARRANTS: The Company has received approval of Board of Directors (3) of Section in its meetingheld on 28 ^th March, 2025 subject to approval of shareholders to offer and issue 32,00,000 (Thirty-Two Lakhs) Convertible Warrants of Rs. 10.00/- each fully paid up in cash, entitling the Proposed Allottees / Warrant Holders to exercise option to convert and get allotted one Equity Share of face value of Rs. 10.00/- (Rupees Ten Only) each fully paid-up against each warrant, within 18 (Eighteen) months from the date of allotment of warrants at a price of Rs. 303.00/- (Rupees Three Hundred and Three Only) (including premium of Rs. 293.00/- each {Rupees Two Hundred and Ninety-Three Only}) on preferential basis.

AFTER THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025 BUT, BEFORE THE SIGNING OF THIS BOARD

REPORT vii. ISSUANCEOFCONVERTIBLE WARRANTS:with this report as subsequent to approval of Board of Directors in its meeting held on 28^th March, 2025, the Company has sought approval of shareholders in the extra-ordinary general meeting held on 23 ^rd April, 2025 to offer and issue 32,00,000 (Thirty-Two Lakhs) Convertible of Rs. 10.00/- each at a price of Rs. 303.00/- (Rupees

Three Hundred and Three Only) (including premium of Rs. 293.00/- each {Rupees Two Hundred and Ninety-Three Only}) on preferential basis.

These material changes and commitments have had a significant impact on the financial the Company, enhancing its capital structure and providing opportunities for growth and development. The Directors are confident that these actions contribute to the long-term success and prosperity of the Company.

8. CHANGE IN THE NATURE OF BUSINESS: -

There is no change in the nature of the business of the company in the review period.

9. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS: -

Pursuant to the Provisions of section Companies Act 2013 the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director. directors appointment and remuneration, including the criteria for determining attributes, independence of a director and other matters, asrequiredundersub-section 178 of the Companies Act, 2013, is available on our website, at www.sloneinfosystems.com.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES: -

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2024-25 with related partieswere in the ordinary course of business and on an arms length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction. The details of the related party transactions entered during the year are provided in the accompanying financial statements. The details of such transactions are given in form AOC-2 Attached Annexure A, which forms part of this Integrated Annual Report.

The Company has adopted a policy on materiality of related party transactions and on dealing with Related Party Transactions and the same is disclosed on the website of the Company and can be Warrants accessed at www.sloneinfosystems.com .

11. AUDITORS: -A. STATUTORY AUDITOR

Pursuant to provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Karia & Shah, Chartered Accountants (Firm Registration No. 112203W), were appointed as Statutory auditor of the Company for a period of Five Years from the conclusion of 1^st Annual General Meeting ^th Annual General Meeting for the Financial Year 2027-2028, on such terms and conditionsand at remuneration as mutually agreed.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section the Companies Act, 2013 and the Companies (Appointment and Remuneration Personnel) Rules, 2014, M/s Shanu Mata and Associates, Practicing Company Secretaries (FCS: 12161, CP: 17999), is appointed as secretarial auditor of the Company for the term of 3 Years commencing from the Financial Year 2023-24 till the Financial Year 2025-26.

C. INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s Umesh P. Gosar and Associates, is appointed as an Internal Auditor of the Company, for the term of 3 Years commencing from the Financial Year 2023-24 till the Financial Year 2025-26.

12. EXPLANATION TO AUDITORS REMARK: - Statutory Auditors Report

The Auditors Report for Financial Year 2024-25 does not contain any qualification, reservation, Hence, there is no explanation required for the same. The Report is enclosed with the Financial Statements in this Integrated Annual Report.

Secretarial Auditors Report

The Secretarial Auditors Report is enclosed as Annexure-C to the Boards report, which forms part of this Integrated Annual Report. The report is self-explanatory and does not call for any further comments.

13. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES: -

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

14. DECLARATION OF INDEPENDENT DIRECTORS: -

The Company has received necessary declaration from Mr. Rajesh Krishna Vyas (DIN: 00259086) and Mr. Krupesh Arvind Bhansali (DIN: 07613071) being Independent Directors of the CompanyunderSection149(7) of the Companies Act, 2013, and they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 15. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY theconclusionofthe6 SHARES: -

The Company has not issued any sweat equity shares during the year underreviewandhencenoinformationas per provisions of Section 54(1)(d) of 8(13) of the Companies (Share Capital and Debenture) 204 of Rules, 2014 is furnished.

16. SECRETARIAL STANDARDS: -

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued byTheInstitute of Company Secretaries of India and such systems are adequate and operating effectively.

17. CORPORATE GOVERNANCE: -

Since, the Company has listed its specified securities on the EMERGE Platform of NSE therefore by virtue of & Disclosure Regulation15 of SEBI (Listing Obligations Requirements) Regulations, corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Directors Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

Management Discussion and Analysis Report in pursuance oradverseremark. of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure D and forms the part of this Annual Report.

19. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO: -

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under: i. Part A and B of the Rules, pertaining to conservation energy and technology absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Nil Foreign Exchange Used - Nil

20. REMUNERATION RATIO AND OTHER DETAILS OF

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: -

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E and forms the part of this Annual Report.

21. DISCLOSURES OF COMMITTEES OF THE BOARD:

The Company has constituted several

28 December, 2023 f the Act, 2013. effect from ^th , which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provision of Companies act, 2013 composition i) AUDIT COMMITTEE:

The Audit Committee of Directors was pursuant to the provisions of Section Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

Name of the Director	Status in Committee	Nature of Directorship
Rajesh Krishna Vyas	Chairman	Independent Director
Krupesh Arvind Bhansali	Member	Independent Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO

ii) STAKEHOLDER RELATIONSHIP COMMITTEE:

A Stakeholders Relationship terms of Section

Name of the Members	Status in Committee	Nature of Directorship
Rajesh Srichand Khanna	Chairman	Chairman & Managing Director
Rajesh Krishna Vyas	Member	Independent Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO
178 of the Companies Act, 2013.

iv) CORPORATE SOCIAL RESPONSIBILITY

COMMITTEE:

The Corporate Social Responsibility Committee as constituted by the Board of Directors of the Company in accordance with Section Act, 2013.

Name of the Director	Status in Committee		Nature of Directorship
Rajesh Krishna Vyas	Chairman		Independent Director
Krupesh Arvind Bhansali	Member		Independent Director
Manisha Rajesh Khanna 177 of the		Member Director		Non- Executive

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31^st March, 2025. iii) NOMINATION AND REMUNERATION

COMMITTEE:

The Nomination and Remuneration Committee of Directors as the Company in accordance with the requirements of committees with Section 178

Name of the Director	Status in Committee	Nature of Directorship
Krupesh Arvind Bhansali	Chairman	Independent Director
Rajesh Srichand Khanna	Member	Chairman & Managing Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO

v) IPO COMMITTEE:

The IPO Committee has been constituted for purpose of taking all necessary steps in relation to the Initial Public Offer of the Company. With the successful completion of the IPO and the Companys listing on the Emerge Platform of NSE, the primary objective of the IPO Committee has been achieved and therefore, the IPO Committee was dissolved on 05^th September, 2024.

Name of the Members	Status in Committee	Nature of Directorship
Rajesh Srichand Khanna	Chairman	Chairman & Managing Director
Manisha Rajesh Khanna	Member	Non-Executive Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO

22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION

AND PROTECTION FUND: -

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection

23. CORPORATE SOCIAL RESPONSIBILITY: -

As per the Companies Act, 2013, all companies having net worth Rs. 500 crores or more, turnover of Rs. 1,000 crores .5 Crores or more during ornetprofit any financial year are net profit of the Companys three immediately preceding Regulations Company was required financial to spend Rs. 5,99,101.44/- towards CSR financial year 2024-25. Expenditure related to Corporate Social Responsibility incurred as per Section 135 Companies Act, 2013 read with Schedule VII thereof is Rs. 6,00,000./-. compliance to the code for the A report on CSR Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as "Annexure B". The Company has adopted Corporate Social Responsibility Policy in line with Section 135 of the Companies Act, 2013. The CSR Policy is disclosed on the website of the Company www. sloneinfosystems.com.

24. FINANCIAL STATEMENTS: -

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these Financial Statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The Financial Statements have been prepared on an accrual basis and under the historical cost convention.

25. DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY: -

Your Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

26. COST RECORDS: -

Central Maintenance of cost records as specified Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

27. SEXUAL HARASSMENT: -

The Company has adopted policy on Prevention, Prohibition workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013. However, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace Fund (Prevention, Prohibition Company has constituted Internal Committee(s) ("ICs") to redress and resolve any complaints arising under the POSH Act.

28. COMPLIANCE WITH THE CODE OF CONDUCT AND requiredtospend at least 2% of average ETHICS: - and Companies Incompliance with the Listing Act, 2013 the Company has framed and adopted a code of in conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all of the the employees of the Company.

All the members of the Board and Senior Management Personnelhaveaffirmed Financial Year ended on March 31, 2025 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.

29. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013. At the year ended March 31, 2025, the Board of Directors comprised of Two Executive Directors and Three Non-Executive Directors including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.

THE PRESENT DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY ARE AS FOLLOWS:

S. No. Name of Director	DIN	Designation	Date of Original Appointment
1. Rajesh Srichand Khanna [1]	09843089	Chairman & Managing Director	29/12/2022
2. Manisha Rajesh Khanna [2]	09843090	Non-Executive Director	29/12/2022
3. Mohit Rajesh Khanna [3]	10037002	Whole Time Director & CFO	03/10/2023
4. Rajesh Krishna Vyas [4]	00259086	Independent Director	03/10/2023
5. Krupesh Arvind Bhansali [5]	07613071	Independent Director	23/11/2023
6. Ankita Rai [6]	CAQPR9838H	Company Secretary and Compliance Officer	15/04/2025

[1] Mr. Rajesh Srichand Khanna was appointed as a Chairman and Managing Director of the company w.e.f. 18th December, 2023. [2] Mrs. Manisha Rajesh Khanna was designated as a Non-Executive Director of the company w.e.f. 15 thDecember, 2023. [3] Mr. Mohit Rajesh Khanna was appointed as CFO and Additional Director of the Company w.e.f. 03 rd October, 2023 and he was designated as a Whole Time Director of the company w.e.f. 18thDecember, 2023.

[4] Mr. Rajesh Krishna Vyas was regularized as an Independent Director of the company w.e.f. 30thOctober, 2023. [5] Mr. Krupesh Arvind Bhansali was regularized as an Independent Director of the company w.e.f. 18th December, 2023. [6] Ms. Ankita Rai was appointed as Company SecretaryandComplianceofficer of the company w.e.f. 15 th April, 2025.

THE DETAILS OF CHANGES IN THE DIRECTORS AND

KMP ARE AS FOLLOWS: ? Retire by Rotation:

In accordance with the provisions of the Articles of Association 2013, Mr. Mohit Rajesh Khanna (DIN 10037002), Whole time Director and CFO of the Company is liable to retire by rotationat the ensuing Annual General Meeting. He, being eligible, has offered reappointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice convening the 03 ^rd Annual General Meeting.

? Appointment / Reappointment of Director/KMP:

During the year under review, there were no appointment/reappointment of Directors/KMP took place. such as adequacy

However, after closure of the FY 2024-25, the Board of Directors has appointed Ms. Ankita Rai as Company Secretary and Compliance Officer of the Company w.e.f. 15^th April, 2025 to fill the vacancy incurred due to resignation of Ms. Riya Jain form the post of Company Secretary & Compliance Officer. andSection152of theCompanies Act,

? Change in Designation:

During the year under review, there were no Change for in designation of Directors took place.

? Resignation of Director/KMP:

During the year under review, there were no resignation received from Directors/KMPs. However, afterObligationsand closure of the FY 2024-25, Ms. Riya Jain, Company Secretary & Compliance Officer has resigned from her post w.e.f. 14 ^th April, 2025.

30. BOARD EVALUATION: -

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including independent Directors covering various of aspects of the Boards functioning the composition of the Board and its Committees, Board culture, execution and performance of specific obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution,independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. year ended

31. EXTRACT OF ANNUAL RETURN: -elating 134(3)(a) of the PursuanttoSection 92(3) and Section Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at www.sloneinfosystems.com .

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY

AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: -

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportabletotheCentralGovernment irregularities;

33. SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: -

During the year under review therehasbeennoanysuch controls are adequate and material orders passed by the regulators or courts or tribunals impactingthe going concern status and companys operations in future.

34. NUMBER OF MEETINGS OF THE BOARD: -

During the Financial Year 2024-25, the Board of Directors duly met 9 times and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.

S.No. Date of Meetings	No of Directors Present
1. 19-04-2024	05
2. 26-04-2024	05
3. 08-05-2024	05
4. 27-05-2024	05
5. 05-09-2024	04
6. 11-11-2024	04
duties,
7. 14-02-2025	05
8. 24-03-2025	05
9. 28-03-2025	05

35. DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section134(3) (C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: -(i) in the preparation of the annual accounts for the March 31, 2025, the applicable financial accounting toproperexplanation (ii) the directors had selected such accountingpolicies and applied them consistently and made judgments tes that are reasonable and prudent so as estima and to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing detectingfraud and other and

(iv) the directors had prepared the annual accounts on a going concern basis; and (v) the directors had laid downinternalfinancialcontrols to be followed by the company and that such internal operating financial effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. PROCEEDINGS UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016: -

During the period under review, no application has been filed or any proceeding is pending against the under the Insolvency and Bankruptcy Code, 2016. 37. VIGIL MECHANISM: -

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair being adopted against them.

The policy is availableonthewebsiteoftheCompanyat www.sloneinfosystems.com

38. POLICIES AND DISCLOSURE REQUIREMENTS: -

In terms of provisions of the Companies Act, 2013 the Company has adopted all the required policies which are applicable to the Company and are available on the to deposits covered Companys website www.sloneinfosystems.com.

39. INTERNAL FINANCIAL CONTROL SYSTEM: -

The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial procedures, laws, and reporting, regulations, safeguarding of assets and economical and 131 of the

The policies and procedures adopted by the company to efficie ensurestheorderlyand and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial TheInternalAuditorsandtheManagementcontinuously efficac monitorsthe with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financialstatement, including the financialreporting system and compliance to accounting policies and procedures followed by the Company.

40. DETAILS OF ONE TIME SETTLEMENT WITH THE

BANKS: -

During the period under review, the Company has not made any one-time settlement with any Banks or Financial Institutions

41. GENERAL: -

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Chapter V 1. Details relating of the Act.

2. Details of Loans, Guarantees and Investments.

3. Issue of equity shares with differential rights as to dividend,votingor otherwise.

4. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission.

5. Voluntary revision as per Section Companies Act, 2013.

42. ACKNOWLEDGEMENTS: -

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by Bankers, Shareholders, Clients, Associates and Central and State Governments for their continuous support towards the conduct of the Company.

For and on behalf of the Board of Directors,

SLONE INFOSYSTEMS LIMITED

(Formerly known as Slone Infosystems Private Limited)

 

Sd/-	Sd/-
Rajesh Srichand Khanna	Mohit Rajesh Khanna
Chairman and Managing	Whole Time Director & CFO
Director	DIN- 10037002
DIN: 09843089

 

Date: 14/07/2025

Place: Mumbai