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 Company's financial performance for the year under review is given hereunder: -

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. 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 it's 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 confirms that 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:

1 Balance at the beginning of the 413 07

' year '

2. Current Year's Profit / Loss 740.73

Amount of Securities Premium and

3. „ 1,403.16

other Reserves

4 Capitalization on account of issue
' of bonus shares

Total 2,556.96

5. DIVIDEND: -

Considering the Company's 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.

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 period, pursuant to the Initial
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
finalized by the Company, the Registrar to the issue
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:

• 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 premium of Rs. 154.00/-) for each
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 basis. After receipt of In-principal approval
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
(“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 to the
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 person(s)/entity(ies) belonging
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 in one or more tranches to equity shares
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 in cash, on a preferential issue basis
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 it's In- Principal Approval to the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY: -

DURING THE FINANCIAL YEAR ENDED 31^st MARCH,
2025

During the year, there have been significant material
changes and commitments that had an impact on the
financial position of the Company. The following changes
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 Company's securities
have been listed on the EMERGE Platform of National
Stock Exchange (NSE), effective from 10^th May, 2024.
This listing provides an opportunity for increased
visibility and liquidity for the Company's 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 consideration to 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
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
in its meeting held 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. ISSUANCE OF CONVERTIBLE WARRANTS: 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 Warrants
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 position of
the Company, enhancing its capital structure and
providing opportunities for growth and development.
The Directors are confident that these actions will
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 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.

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 parties were in the ordinary
course of business and on an arm's 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 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 .

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 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 and the Companies
(Appointment and Remuneration of Managerial
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 AUDITOR’S REMARK: -
Statutory Auditors’ Report

The Auditors' Report for Financial Year 2024-25 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 Auditors' Report is enclosed as Annexure-C
to the Board's 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 Company under Section 149(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
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.

16. 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.

17. CORPORATE GOVERNANCE: -

Since, the Company has listed its specified securities
on the EMERGE Platform of NSE therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the compliance with the
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
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 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

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 committees with
effect from 28^th December, 2023, 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 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.

ii) STAKEHOLDER RELATIONSHIP COMMITTEE:

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

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 constituted by the Board of Directors of
the Company in accordance with the requirements of
Section 178 of the 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 135 of the Companies
Act, 2013.

v) IPO COMMITTEE:

The IPO Committee has been constituted for the
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 Company's
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.

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 Fund.

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
or more or net profit of Rs.5 Crores or more during any
financial year are required to spend at least 2% of average
net profit of the Company's three immediately preceding
financial year. Accordingly, the Company was required
to spend Rs. 5,99,101.44/- towards CSR activities in
financial year 2024-25. Expenditure related to Corporate
Social Responsibility incurred as per Section 135 of the
Companies Act, 2013 read with Schedule VII thereof is
Rs. 6,00,000./-.

A report on CSR Activities as required under Rule 8 of the
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 Company's
existence is very minimal.

26. 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.

27. 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. However, 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.

28. COMPLIANCE WITH THE CODE OF CONDUCT AND
ETHICS: -

In compliance with the Listing Regulations and Companies
Act, 2013 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 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:

¹¹¹ Mr. Rajesh Srichand Khanna was appointed as a Chairman and Managing Director of the company w.e.f. 18^th 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. 18^thDecember, 2023.

^[4] Mr. Rajesh Krishna Vyas was regularized as an Independent Director of the company w.e.f. 30^thOctober, 2023.

^[5] Mr. Krupesh Arvind Bhansali was regularized as an Independent Director of the company w.e.f. 18^th December, 2023.

^[6] Ms. Ankita Rai was appointed as Company Secretary and Compliance officer 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 and Section 152 of the Companies Act,
2013, Mr. Mohit Rajesh Khanna (DIN 10037002),
Whole time Director and CFO of the Company is liable
to retire by rotation at the ensuing Annual General
Meeting. He, being eligible, has offered himself for
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 Obligations and
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.

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.

» Change in Designation:

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

» Resignation of Director/KMP:

During the year under review, there were no
resignation received from Directors/KMPs.

However, after 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
aspects of the Board's 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 minority
shareholders etc.

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

33. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S 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
company's 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.

35. DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section 134(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
financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to 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 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 and detecting fraud and other
irregularities;

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

(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.

(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 Company
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 practice
being adopted against them.

The policy is available on the website of the Company at
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
Company's 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
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 company's 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
organization's 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 Company's 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.

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:

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

2. Details of Loans, Guarantees and Investments.

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

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

5. Voluntary revision as per Section 131 of the
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