j) Provisions and Contingent Liabilities:
Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
When there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure as specified in Accounting Standard 29 - “Provisions, Contingent Liabilities and Contingent Assets” is made.
Contingent Assets are neither recognized nor disclosed.
k) Employee Benefits:
Short term employee benefits are recognized as an expense on accrual basis. The company has no obligation in terms of retirement benefits towards its employees except Gratuity. There are no defined benefits for leave encashment etc. Provision for Gratuity is done. There are no obligations in respect of defined benefits plans such as Provident Fund, ESIC etc.
l) Foreign Currency Transactions:
There are no transactions in foreign currency to be reported at the end of the year.
m) Taxation
Income tax expenses comprise current tax and deferred tax charged or credited. Provisions for income tax are made on the basis of section 115 BAA of the Income Tax Act.
Current tax is measured on the basis of estimated taxable income for the current accounting period in accordance with the provisions of the Income Tax Act, 1961.
n) Inventories
Inventories comprising of Stock in trade are valued at Lower of cost and net realizable value. Cost includes the purchase price and other associated cost directly incurred in brings the inventory to its present location excluding Vat. Cost is computed on weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completions and estimated cost necessary to make the sale.
Current Year
During the FY 2024-25 the Company came up with the fresh public issue of 14,00,000 Equity shares of Face value of ^10/- each equity shares through Fixed Price Method, IPO was open for subscription from May 03, 2024 to May 07,2024. The Company has allotted 14,00,000 Equity shares of Face value of ^10/- each equity shares for cash at a price of ?79/- per Equity Share (including a share premium of ?69/- per Equity Share) aggregating to ^1106.00 Lakhs. The equity shares of the Company got listed with Emerge platform of National Stock Exchange of India Limited on May 10, 2024. The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
Previous Year
During the FY 2023-24 Fresh Issue of Shares includes the following:
(i) Private Placement of 1,07,000 equity shares at Rs. 90 each (F.V. Rs. 10 & Premium at Rs. 80) on 08th November 2023
(ii) Private Placement of 7,45,000 equity shares at Rs. 80 each (F.V. Rs. 10 & Premium at Rs. 70) on 28th December 2023
During the FY 2023-24 Bonus Shares were issued on 10th November 2023 in the ratio of 3:5 (3 bonus equity shares for every 5 equity shares held) to existing sharesholders on that date.
L2 Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of Rs.10/- per share having equal rights. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.
27.3 Details of Benami Property held:
*As explained and informed to us there are no Benami Properties held by the company. However this subject of Benami Property requires domain expertise, knowledge and understanding from an independent professional.
27.4 The Company has been sanctioned working capital limits in excess of five crore in aggregate from banks and / or financial institutions during the year on the basis of security of current assets of the Company. The quarterly returns / statements filed by the Company with such banks and financial institutions are generally in agreement with the books of accounts of the Company except as follows:
27.7 Registration of charges or satisfaction with Registrar of Companies:
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period for the financial year
27.8 Compliance with number of layers of companies:
The company does not have any subsidiary companies and hence this clause to comply with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 including the name and CIN of the companies beyond the specified layers and the relationship/extent of holding of the company in such downstream companies is not applicable.
28 The Company has made preferential allotment of convertible share warrants during the year and the requirements of Section 42 and Section 62 of the Companies Act, 2013, have been complied with. As per the resolution passed by shareholders in their extra ordinary general meeting held on December 05, 2024, on allotment of warrants the allottees are 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 Board of Directors in its meeting held on 24th March, 2025 approved and allotted 19,99,200 convertible warrants at a price of Rs. 164.00/- (including a premium of Rs. 154.00/-) and raised fund of Rs. 819.67 Lakhs (25% consideration). The utilization of the funds so raised is as below
28.1 Compliance with approved Scheme(s) of Arrangements:
No Scheme of Arrangements has been entered by the company hence this clause requiring approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, and accounting the effects of such Scheme of Arrangements in the books of account of the Company ‘in accordance with the Scheme' and ‘in accordance with accounting standards' is not applicable
28.2 Utilisation of Borrowed funds and share premium:
a) During the year, no funds have been advanced or loaned or invested from borrowed funds any other sources or kind of funds by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, except the money raised by way of intital public offer (including security premium) in the preceeding year have been applied for the purpose for which those were raised.
b) During the year, no funds have been received by the Company from any persons or entities, including foreign entities (“ Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
28.3 The figures of previous year have been regrouped / rearranged wherever necessary to confirm to the current period's classification.
In terms of our report attached
For Karia & Shah For and on behalf of the Board of Directors of
Chartered Accountants Slone Infosystems Limited
Firm's Registration No. 112203W
Sd/- Sd/- Sd/-
Sanjay H. Shah Rajesh Srichand Khanna Mohit Rajesh Khanna
Partner Managing Director & Chairman Whole Time Director & CFO
Membership No. 042529 DIN: 09843089 DIN: 10037002
Sd/-
Ankita Rai
Place : Mumbai Company Secretary
Dated: 20 May 2025 M. No. A71924
|