Notes to Accounts of Adtech Systems Ltd.

Mar 31, 2025

(R) CONTINGENT LIABILITIES NOT PROVIDED FOR

(i) Liabilities against bank guarantees issued on behalf
of the company for participating in tenders and given
as performance guarantee comes to Rs 60,480.36(in
000’s). Previous year Rs.58,613(in 000’s). Banks
have marked lien on Company’s fixed deposits to
the extent of outstanding bank guarantee amount.

(ii) The Company has received assessment orders for
Kerala State VAT and CST for the years 2012-13,
2013-14, 2014-15,2015-16, 2016 17 demanding
amounts as detailed in below statement due to non¬
submission of exemption forms and other reasons.
The Company has preferred appeals against each
assessment order and has given security deposit of
30/20 percent of the demand before the Deputy

Commissioner (Appeals)/Kerala High Court as per
details given in the table below. As the Company is
confident that it will be able to submit the
exemption forms before the appellate authority
and is confident of a favorable verdict, it does not
feel that the amounts demanded will be payable,
due to which no provision is made in the accounts.
The Company has filed application under amnesty
scheme of Government of Kerala in respect of some
assessment years as detailed hereunder and is
confident that the liability will be reduced
considerably. Pending acceptance of the amnesty
application and intimation by STO of the final
amount payable, which will be covered under the
security deposits paid, provisions have not been
made in books of accounts.

There are no individual items accounting for more than
10% of traded goods.

(W) MANAGERIAL REMUNERATION

As per resolution adopted at the 30th Annual General
Meeting of the Company held on 30th September, 2021
Managing Director and Executive Director are to be
remunerated as per Section 309 read with Section 198
of the Companies Act, 2013 subject to overall ceiling of
5 percent of the net profits for the year per managerial

person to be calculated in the manner set-out in
Section 349 of the Companies Act, 1956. As adequate
profits are not available, the managerial remuneration
has been provided within the limits specified under and
in compliance with Schedule V of the Companies Act,
2013, except for the period from 01^st September 2024
till 31^st March 2025, where excess remuneration was
paid due to inadequacy of profits, for waiver of recovery
of which, special resolutions have been proposed at the
ensuing 34^th Annual General Meeting.

(Y) BALANCES UNDER DEBTORS, CREDITORS, LOANS &
ADVANCES are subject to confirmation and recon¬
ciliation.

(Z) BAD DEBTS

An amount of Rs. 1126 (in 000’s) has been written off as
bad debts during the financial year (P.Y 7543 (in 000’s)

(ZA) PROVISIONS FOR INCOME TAX

Provision for Income Tax for the period comes to Rs.
16,483.97 (in 000’s) (PY Rs.13,216.71(in 000’s)).

(ZB) LOANS & ADVANCES

The Company has entered into an agreement with
M/s Star Micronix, a firm in which the Directors are
interested, for the purchase of fixed assets of Star
Micronix and an advance of Rs. 33,05,662.00 has been
made. The Company is in possession of the said fixed

assets and the same has been mortgaged with M/s State
Bank of India as collateral security for the cash credit
facility availed by the company, though the same is yet
to be registered in the company’s name

(ZC) DEFERRED TAX

The company estimates deferred tax charge /(credit)
using the applicable rate of taxation based on the impact
of timing differences between financial statements and
the estimated taxable income for the current year. The
net accumulated tax liability as at 31st March 2025
provided in the balance sheet is Rs.2,114.02(In 000’s)
which is due to cumulative timing difference on account
of depreciation.

(ZD) EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There are no material events that occurred after the
Balance Sheet Date.

(ZG) Other Statutory Information

a. The Company does not have any Immovable prop¬
erty whose title deeds are not held in the name of
the Company except the property at T C 5/2523,
Golf Links Road, Kowdiar PO, Trivandrum 695 003 in
which the Company has entered into an agreement
with M/s Star Micronix, a firm in which the Direc¬
tors are interested, for the purchase of fixed assets
of Star Micronix and an advance of Rs. 33.06 lakhs
has been made. The Company is in possession of the
said fixed assets and the same has been mortgaged
with M/s State Bank of India as collateral security
for the cash credit facility availed by the Company,
though the same is yet to be registered in the Com¬
pany’s name.

(b) The Company does not have any Benami Property,
where any proceeding has been initiated or pending
against the Company for holding any Benami prop¬
erty.

(c) The Company has not advanced any loans or advanc¬
es in the nature of loans to specified persons viz.
promoters, directors, KMPs,related parties; which
are repayable on demand or where the agreement
does not specify any terms or period of repayment.

(d) The Company has utilized funds raised from issue
of securities or borrowings from banks and financial
institutions for the specific purposes for which they
were issued /taken.

(e) The Company has not been declared as a wilful de¬
faulter by any lender who has powers to declare a
company as a wilful defaulter at anytime during the
financial year or after the end of reporting period
but before the date when financial agreements are
approved.

(f) The provisions of Corporate Social Responsibility
under Section 135 of the Companies Act, 2013 are
not applicable to the Company.

(g) The Company does not have any transactions with
struck-off companies.

(h) The Company does not have any transaction which
is not recorded in the books of accounts but which
has been surrendered or disclosed as income during
the year in the tax assessments under the Income
Tax Act, 1961 (such as search, survey, or under any
other relevant provisions of the Income Tax Act,
1961)

(i) The Company has not traded or invested in Crypto
currency or Virtual currency during the financial
year.

(j) As the Company doesn’t have any subsidiary, no
compliance was required with respect to the num¬
ber of layers prescribed under clause (87) of section
2 of the Companies Act, 2013 read with Companies
(Restriction on number of layers), Rules, 2017

(k) The Company does not have any charges or satisfac¬
tion which is yet to be registered with the Registrar
of Companies (ROC) beyond the statutory period.

(l) Amounts which were required to be transferred to
the Investor Education and Protection Fund during
the year were duly transferred within due dates.

(ZH) Disclosure as referred in Rule 11(e) (i) and (ii) of
the Companies (Audit and Auditors) Amendment
Rules, 2021

No funds have been advanced or loaned or invested
(either from borrowed funds or share premium or
any other sources or kind of funds) by the Com¬
pany to or in any other person(s) or entity (ies),
including foreign entities (Intermediaries) with the
understanding , whether recorded in writing or oth¬
erwise, that the Intermediary shall lend or invest
in party identified by or on behalf of the Company
(Ultimate Beneficiaries). The Company has not re¬
ceived any fund from any party(s) (Funding Party)
with the understanding that the Company shall

whether, directly or indirectly lend or invest in oth¬
er persons or entities identified by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(ZI) Significant Events after the reporting year

There were no significant adjusting events that oc¬
curred subsequent to the reporting period.

As per our report of even date For and on behalf of the Board of Directors

For Mahesh V & Co. Sd/- Sd/-

Chartered Accou ntant M. R. Subramonian M. R. Krishnan

^{Firm Reg}. ^N°. ⁰¹ 9 108S (Managing Director) (Executive Director)

DIN0359515 DIN 0539630

Sd/-

Mahesh V. Sd/- Sd/-

(Partner) S. Balamurali P. Vinaya Chand

Members hip No. 246289 (Company Secretary) (Chief Financial Officer)

Place: Chennai

Date: 24 May 2025

UDIN - 25246289BMHZBB8855

---

Mar 31, 2024

The Company had allotted 9531000 Equity Shares of T10/- as fully paid up by way of Bonus Issue on 17th October 2017.

b. Terms/ Rights attached to equity shares

The Company has only one class of shares viz. Equity Shares having a par value of Rs.10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and interim dividend is declared by the Board of Directors at their duly convened meeting.

During the year ended 31st March 2024, Board of Directors have recommended dividend of 1.00/- per share.

(Previous year ended 31st March 2023 dividend was Rs.1.00/- 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 preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Bonus Shares

No bonus shares were issued and no shares were issued for consideration other than cash during the period of five years immediately preceding the reporting date.

(P) unclaimed dividend

An amount of Rs.834.39/- (in Rs 000’s) is lying in the Unpaid Dividend Account with State Bank of India on 31st March 2024 towards the dividend declared and paid but not claimed for the

financial years as detailed below. All dividends declared but which remained unpaid upto and including financial year 2015-16 has been transferred to the account of Investor Education and Protection Fund (IEPF).

Previous year’s figures have been regrouped and reclassified wherever necessary to facilitate easy comparison.

(Q) IMPACT OF COVID19 ON THE FINANCIALS

The Company did not experience any negative effect on account of Covid19 during the year. Retail industry did make up for the two years which were practically lost due to covid19 restrictions, by opening new retail outlets and showrooms.

(R) CONTINGENT LIABILITIES NOT PROVIDED FOR

(i) Liabilities against bank guarantees issued on behalf of the company for participating in tenders and given as performance guarantee comes to Rs 58613(in 000’s). Previous year Rs.58,833 (in 000’s). Banks have marked lien on Company’s fixed deposits to the extent of outstanding bank guarantee amount.

(ii) The Company has received assessment orders for Kerala State VAT and CST for the years 2012-13, 2013-14, 201415,2015-16, 2016 17 demanding amounts as detailed in below statement due to non-submission of exemption forms

and other reasons. The Company has preferred appeals against each assessment order and has given security deposit of 30/20 percent of the demand before the Deputy Commissioner (Appeals)/Kerala High Court as per details given in the table below. As the Company is confident that it will be able to submit the exemption forms before the appellate authority and is confident of a favorable verdict, it does not feel that the amounts demanded will be payable, due to which no provision is made in the accounts. Company is also considering filing application under the amnesty scheme of Government of Kerala in respect of some assessment years where the amount involved is not material.

Assessment years and Statute for which the company proposes to avail the amnesty scheme is included in the table below and marked as such:

(iii) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs Nil (Previous Year Rs. Nil)

(iv) There is no outstanding (Previous year Rs. Nil) as on 31st March 2024 towards letters of credit opened by the Company for purchases effected during the year.

There are no individual items accounting for more than 10% of traded goods.

(W) managerial remuneration

As per resolution adopted at the 30th Annual General Meeting of the Company held on 30th September, 2021 the Managing Director and Executive Director are to be remunerated as per Section 309 read with Section 198 of the Companies Act, 2013 subject to

overall ceiling of 5 percent of the net profits for the year per managerial person to be calculated in the manner set-out in Section 349 of the Companies Act, 1956. As adequate profits are not available, the managerial remuneration has been provided within the limits specified under and in compliance with Schedule V of the Companies Act, 2013.

(Y) BALANCES UNDER DEBTORS, CREDITORS, LOANS & ADVANCES are subject to confirmation and reconciliation.

(Z) BAD DEBTS

An amount of Rs. 7543 (in 000’s) has been written off as bad debts during the financial year (P.Y 6581 (in 000’s)

(ZA) provisions for income tax

Provision for Income Tax for the period comes to Rs. 1,3216.71 (in 000’s) (PY Rs.1,2286.40(in 000’s)).

(ZB) loans & ADVANCES

The Company has entered into an agreement with M/s Star Micronix, a firm in which the Directors are interested, for the purchase of fixed assets of Star Micronix and an advance of Rs. 33,05,662.00 has been made. The Company is in possession of the said fixed assets and the same has been mortgaged with M/s State Bank of India as collateral security for the cash credit facility availed by the company, though the same is yet to be registered in the company’s name

(ZC) deferred tax

The company estimates deferred tax charge /(credit) using the applicable rate of taxation based on the impact of timing differences between financial statements and the estimated taxable income for the current year. The net accumulated tax liability as at 31st March 2024 provided in the balance sheet is Rs.1011(In 000’s) which is due to cumulative timing difference on account of depreciation.

(ZD) events occuring after the balance sheet date

There are no material events that occurred after the Balance Sheet Date.