Slone Infosystems Ltd Directors Report

Dear Members,

SLONE INFOSYSTEMS LIMITED

(Formerly Known as Slone Infosystems Private Limited)

Your Directors have pleasure in presenting 04 th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31 st March, 2026.

1. FINANCIAL SUMMARY (STANDALONE):

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

(Amount in Lakhs)

PARTICULARS	31 st March, 2026	31 st March, 2025
Revenue from Operations	24,101.68	21,064.18
Other Income	0	0.04
Total Revenue	24,101.68	21,064.22
Total Expenditure	22,895.99	20,012.45
Profit/Loss before taxation	1205.69	1,051.78
Less: Tax Expenses
Current Tax:	305.00	280.00
Deferred Tax:	31.32	27.31
Tax Adjustment for earlier years	(31.69)	3.74
Profit/Loss (after tax)	901.06	740.73
Add: Balance B/F from the Previous Year	1,153.79	413.07
Add: Securities premium on Issue of shares	1,403.16	1,487.51
Less: Share Issue Expenses	-	84.35
Less: Dividend Paid	26.35	-
Less: Bonus Share Issued	-	-
Reserves & Surplus for the year	3,431.67	2,556.95

2. OPERATIONS:

We are an IT hardware solutions Company, engaged in selling and renting of IT Equipment and in providing IT Service Solutions in India. We deal in selling and renting of IT equipment like laptops, desktops, servers, work stations and also provide IT solution services like managing cloud 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. 24,101.68 Lakhs for the current year as compared to Rs. 21,064.22 Lakhs in the previous year. The Net Profit for the year under review amounted to Rs. 901.06 Lakhs in the current year as compared to Profit incurred in last year amounting Rs. 740.73 Lakhs.

3. RESERVES & SURPLUS:

As per Standalone financials, the reserves & surplus of the Company as on 31 st March, 2026 are as follows:

(Amount in Lakhs)

Sr. No. Particulars	31.03.2026
1. Balance at the beginning of the year	1,153.79
2. Current Years Profit / Loss	901.06
3. Amount of Securities Premium and other Reserves	1,403.16
4. Dividend Paid	(26.35)
Total	3,431.67

4. 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 6% equivalent to the Rs. 0.60 per Equity Share for the Financial Year 2025-26.

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.

5. LISTING ON STOCK EXCHANGES:

The Companys Equity Shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. (NSE), Exchange Plaza, 5 th Floor, Plot No. C/1, Block-G, Bandra Kurla Complex, Bandra (E), Mumbai-400051, effective from 10 th May, 2024.

6. SHARE CAPITAL:

• AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on 31 st March, 2026 is Rs.12,00,00,000/- (Rupees Twelve Crore Only), divided into 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) 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, 2026 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 Thousand Thirteen) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

• CONVERTIBLE WARRANTS

The Company, at its Extraordinary General Meeting held on 23 rd April, 2025, obtained the consent of its Members for the creation, issue, offer and allotment of 32,00,000 (Thirty-Two Lakh) Convertible Warrants (Warrants) of face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 303/- (Rupees Three Hundred and Three Only) per Warrant, including a premium of Rs. 293/- (Rupees Two Hundred and Ninety-Three Only) per Warrant, to the proposed allottees belonging to the Promoter and Promoter Group Category and Non-Promoter Category, on a preferential basis for consideration in cash.

Each Warrant entitled the respective Warrant Holder to exercise the option to convert the same into one fully paid-up Equity Share of the Company of face value of Rs. 10/- (Rupees Ten Only) each, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, subject to the terms and conditions of the issue.

The Company had applied to the National Stock Exchange of India Limited (NSE) for obtaining in- principle approval for listing of 32,00,000 Equity Shares of Rs. 10/- each proposed to be issued pursuant to conversion of the Warrants. The NSE, vide its letter dated 27 th May, 2025, granted in-principle approval to the Company for listing of the said Equity Shares. However, due to changes in market conditions and strategic realignment, the Board of Directors, at its meeting held on 11 th June, 2025, approved the withdrawal and cancellation of the proposed issue of 32,00,000 Convertible Warrants.

Subsequently, at its Board Meeting held on 14 th July, 2025, the Board of Directors approved the issuance of up to 37,68,000 (Thirty-Seven Lakh Sixty-Eight Thousand) Convertible Warrants (Warrants) of face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 264/- (Rupees Two Hundred and Sixty- Four Only) per Warrant, including a premium of Rs. 254/- (Rupees Two Hundred and Fifty-Four Only) per Warrant, aggregating to an amount not exceeding Rs. 99,47,52,000/- (Rupees Ninety-Nine Crore Forty-Seven Lakh Fifty-Two Thousand Only), on a preferential basis.

Each Warrant entitled the respective Warrant Holder to exercise the option to convert the same into one fully paid-up Equity Share of the Company of face value of Rs. 10/- each, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, in accordance with the terms and conditions set out in the Explanatory Statement annexed to the notice of the General Meeting and applicable provisions of law.

The aforesaid issue was subsequently approved by the Members of the Company at the Annual General Meeting held on 06 th August, 2025.

However, due to non-receipt of the requisite subscription money from the proposed allottees within the time prescribed under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board of Directors, at its meeting held on 02 nd December, 2025, approved the withdrawal and cancellation of the proposed issue of 37,68,000 Convertible Warrants.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate, i.e. 31 st March, 2026, and the date of this Report.

8. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the year under review, the entire amount of Rs. 8,19,67,200/- received towards 25% of the consideration against allotment of 19,99,200 Convertible Warrants was utilized for the objects specified for the issue.

There was no deviation or variation in the utilization of the proceeds from the objects of the issue.

9. CHANGE IN THE NATURE OF BUSINESS:

During the Reporting period under review there was no change in the nature of business review.

10. REMUNERATION POLICY AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

Pursuant to the Provisions of section 178 of the Companies Act 2013 the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non-Executive Director. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.sloneinfosystems.com .

11. 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 2025-26 with related parties were 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 note no 27.4 of accompanying financial statements.

The details of such transactions are given in form AOC-2 Attached with this report as 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 accessed at www. sloneinfosystems.com .

12. 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 till the conclusion of the 6 th Annual General Meeting for the Financial Year 2027-2028, on such terms and conditions and at remuneration as mutually agreed.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Shanu Mata and Associates, Practicing Company Secretaries (FCS: 12161), were appointed as the Secretarial Auditor of the Company for a term of three consecutive financial years commencing from FY 2023-24 and ending with FY 2025-26.

Further, pursuant to the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 18 th May, 2026, approved the re-appointment of M/s. Shanu Mata and Associates, Practicing Company Secretaries (FCS: 12161), as the Secretarial Auditor of the Company for a further term of five consecutive financial years commencing from FY 2026-27 and ending with FY 2030-31.

The Secretarial Audit Report for the financial year ended 31 st March, 2026, issued by M/s. Shanu Mata and Associates, Practicing Company Secretaries, is annexed to this Report and forms an integral part thereof.

C. INTERNAL AUDITOR

During the financial year under review, M/s. Umesh P. Gosar & Associates, Chartered Accountants, resigned as the Internal Auditor of the Company with effect from 13 th January, 2026, consequent upon the merger of the firm with M/s. S N Karani & Co., Chartered Accountants (Firm Registration No. 104828W), resulting in the cessation of its independent identity.

Further, pursuant to the recommendation of the Audit Committee, the Board of Directors approved the appointment of Mr. Umesh P. Gosar, Partner of M/s. S N Karani & Co., Chartered Accountants (Firm Registration No. 104828W), as the Internal Auditor of the Company for a term of three (3) years commencing from 28 th February, 2026.

13. EXPLANATION TO AUDITORS REMARK:

Statutory Auditors Report

The Auditors Report for Financial Year 2025-26 does not contain any qualification, reservation, or adverse remark. 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 auditor has not made any remarks/ observations/qualifications in the secretarial audit report for the year ended 31 st March, 2026. Hence, there is no explanation required for the same.

The Secretarial Auditors Report is enclosed as Annexure - C to the Boards report, which forms part of this Integrated Annual Report.

14. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

The company have no subsidiaries, joint ventures or associate companies.

15. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and qualify to be appointed as Independent Directors. They have also confirmed that they meet the requirements of Independent Directors as prescribed under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said confirmations were duly noted by the Board.

As on the date of this Report, the Independent Directors on the Board of the Company are:

i. Mr. Krupesh Arvind Bhansali (DIN: 07613071); and

ii. Mr. Tanishq Gakhar (DIN: 11244107).

Mr. Rajesh Krishna Vyas (DIN: 00259086), Independent Director of the Company, resigned from the Board with effect from 28 th February, 2026.

16. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

17. SECRETARIAL STANDARDS:

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

18. CORPORATE GOVERNANCE:

The Company is committed to conducting its business in accordance with the highest standards of ethical conduct and governance. It fosters a culture built on strong core values and sound ethical practices, with a consistent focus on transparency, accountability, and integrity across all levels of the organization.

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to corporate governance specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2), and paragraphs C, D and E of Schedule V are not applicable to companies listed on the SME Exchange.

Since the securities of the Company are listed on the EMERGE Platform of NSE, the aforesaid provisions relating to Corporate Governance are not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of this Annual Report.

Notwithstanding the above exemption, the Company continues to adhere to sound governance practices and remains committed to conducting its affairs in a transparent, ethical and responsible manner, in the best interests of its stakeholders.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report in pursuance 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.

20. 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 of energy and technology absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Nil Foreign Exchange Used - Nil

21. 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.

22. DISCLOSURES OF COMMITTEES OF THE BOARD:

The Company has several committees, 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, the composition of different Committees are as follows:

i) AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the 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
Tanishq Gakhar	Chairman	Additional Independent Director
Krupesh Arvind Bhansali	Member	Independent Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO

ii) STAKEHOLDER RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

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

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31 st March, 2026.

iii) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

Name of the Director	Status in Committee	Nature of Directorship
Tanishq Gakhar	Chairman	Additional Independent Director
Krupesh Arvind Bhansali	Member	Independent Director
Manisha Rajesh Khanna	Member	Non-Executive Director

iv) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee as constituted by the Board of Directors of the Company in accordance with Section 135 of the Companies Act, 2013.

Name of the Director	Status in Committee	Nature of Directorship
Rajesh Srichand Khanna	Chairman	Chairman & Managing Director
Tanishq Gakhar	Member	Additional Independent Director
Mohit Rajesh Khanna	Member	Whole Time Director & CFO

Changes in the Composition of Committees during the Financial Year

During the financial year 2025-26, Mr. Rajesh Krishna Vyas (DIN: 00259086), Independent Director of the Company, resigned from the Directorship of the Company with effect from 28th February, 2026. Consequently, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Tanishq Gakhar (DIN: 11244107) as Additional Independent Director to fill the resultant casual vacancy.

Accordingly, the Committees of the Board were reconstituted with effect from 1 st March, 2026.

23. 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 Fund.

24. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with Section 135 of the Act and Rules framed thereunder, the Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. The CSR Committee comprises of two (2) Directors and one (1) Independent Director as at 31 st March, 2026 viz. Mr. Rajesh Srichand Khanna (Chairman), Mr. Mohit Rajesh Khanna (Member) and Mr. Tanishq Gakhar (Member). The Committee met twice during the financial year under review. The meetings were held with the presence of requisite quorum. The

Company has adopted a CSR policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act which is also disclosed on the website of the Company at www.sloneinfosystems.com . The Annual Report on CSR activities for financial year 2025-26 forms part of this report and same is annexed as Annexure - B.

25. 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.

26. 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.

27. COST RECORDS:

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

28. SEXUAL HARASSMENT:

The Company has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act.

Additional Details required as per MCA Circular dated 30.05.2025 are as below:

(i) Number of Sexual Harassment Complaints received: NIL

(ii) Number of Sexual Harassment Complaints disposed off: NIL

(iii) Number of Sexual Harassment Complaints pending beyond 90 days.: NIL

Further, the Company has also complied with Maternity Benefit Act during the year under review.

29. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS:

In compliance with the Listing Regulations and Companies Act, the Company has framed and adopted a code of conduct and ethics (the code). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on 31 st March, 2026 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.

30. 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 and declaration as to compliance with the Code of Conduct of the Company.

The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2025-2026 are as follows:

S. No.	Name of Director	DIN/PAN	Designation	Date of Original Appointment
1.	Rajesh Srichand Khanna	09843089	Chairman & Managing Director	29/12/2022
2.	Manisha Rajesh Khanna	09843090	Non-Executive Director	29/12/2022
3.	Mohit Rajesh Khanna	10037002	Whole Time Director & CFO	03/10/2023
4.	Tanishq Gakhar	11244017	Additional Independent Director	28/02/2026
5.	Krupesh Arvind Bhansali	07613071	Independent Director	23/11/2023
6.	Ankita Rai	CAQPR9838H	Company Secretary and Compliance Officer	15/04/2025

THE DETAILS OF CHANGES IN THE DIRECTORS AND KMP ARE AS FOLLOWS:

> Appointment / Reappointment of Director/KMP:

During the year under review, Mr. Tanishq Gakhar (DIN: 11244107) was appointed as an Additional Independent Director of the Company for a term of five consecutive years commencing from 28 th February, 2026, subject to the approval of the Members of the Company.

The Company has received the requisite declarations and disclosures from Mr. Tanishq Gakhar confirming that he meets the criteria of independence prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board of Directors, at its meeting held on 15 th April, 2025, appointed Ms. Ankita Rai as the Company Secretary and Compliance Officer of the Company.

> Change in Designation:

During the year under review, there were no Change in designation of Directors of the Company.

> Resignation of Director/KMP:

During the year under review, Mr. Rajesh Krishna Vyas (DIN: 00259086) resigned from the office of Independent Director of the Company with effect from 28 th February, 2026.

Further, Ms. Riya Jain, Company Secretary and Compliance Officer of the Company, resigned from her office with effect from 14 th April, 2025.

Except for the above changes, there were no other changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the financial year 2025-26 and up to the date of this Report.

As per the provisions of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. 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 aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, 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 stakeholders etc. The Board expressed its satisfaction with the evaluation process and the performance of the Board, its Committees and individual Directors.

32. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return on its website at www.sloneinfosystems. com .

33. 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 Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

34. 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 there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

35. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT U/S. 186:

During the year under review, the Company entered into a Memorandum of Understanding (MOU) dated 07th November, 2025 with Mr. Ashish Shah, Promoter and Shareholder of Prince MFG Industries Private Limited and Chemtrade Overseas Private Limited, in connection with the proposed acquisition of Prince SWR Systems Private Limited under the process initiated before the Honble National Company Law Tribunal (NCLT) pursuant to the Insolvency and Bankruptcy Code, 2016.

Pursuant to the aforesaid MOU and Term Sheet dated 07th November, 2025, the Company invested an amount of Rs. 7.00 Crore towards the proposed acquisition, with the intention of acquiring 6.30% equity shareholding in Prince SWR Systems Private Limited.

As per the terms of the MOU and Term Sheet, the proposed transaction is expected to be completed within a period of two years from 07th November, 2025, subject to fulfilment of the terms and conditions stipulated therein and execution of definitive agreements.

As security for the aforesaid investment, Mr. Ashish Shah has pledged 7.25% of his shareholding in favour of the Company pursuant to a Pledge Agreement dated 07th November, 2025.

The aforesaid investment is disclosed in the financial statements of the Company and the requisite particulars as required under Section 186 of the Companies Act, 2013 are disclosed in the notes forming part of the financial statements.

36. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2025-26, 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.

37. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, no application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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 practice being adopted against them.

The policy is available on the website of the Company at www.sloneinfosystems.com .

39. 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 Companys website www.sloneinfosystems.com .

40. 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 reporting, Compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business 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 information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system 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 financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

41. 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.

42. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31 st March, 2026, the applicable accounting standards had been followed and there are no material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2026 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 and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

43. 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

4. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

5. Voluntary revision as per Section 131 of the Companies Act, 2013.

44. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for the valuable contribution and dedicated efforts of the Directors and employees of the Company. The Board also expresses its gratitude for the continued support and co-operation extended by the Companys Bankers, Shareholders, Clients, Associates and various Central and State Government authorities.

For and on behalf of the Board of Directors, SLONE INFOSYSTEMS LIMITED (Formerly known as Slone Infosystems Private Limited)

Sd/-	Sd/-
Rajesh Sriehand Khanna	Mohit Rajesh Khanna
Chairman and Managing	Whole Time Director & CFO
Director	DIN-10037002
DIN: 09843089
Date: 04/09/2026 Place: Mumbai