Notes to Accounts of Jay Jalaram Technologies Ltd.

Mar 31, 2025

2.11 Provisions and Contingent Liabilities:

A provision is recognized when the Company has a
present obligation as a result of a past event, and it
is probable that an outflow of resources embodying
economic benefits will be required to settle the
obligation and a reliable estimate can be made of
the amount of the obligation.

Contingent liabilities are not provided for unless a
reliable estimate of probable outflow to the
Company exists as at the Balance Sheet date.
Contingent assets are neither recognized nor
disclosed in the standalone financial statements.
The management board is not aware of any other
commitments with any material effect on the
financial position and performance of the Group.

2.12 Foreign Currency Items Transaction:

Foreign currency denominated monetary assets and
liabilities are translated at exchange. The gains or
losses resulting from such translations are included
in the Statement of profit and loss. Non-monetary

assets and non-monetary liabilities denominated in
a foreign currency and measured at fair value are
translated at the exchange rate prevalent at the date
when the fair value was determined. Non-monetary
assets and non-monetary liabilities denominated in
a foreign currency and measured at historical cost
are translated at the exchange rate prevalent at the
date of transaction

Revenue, expense and cash-flow items
denominated in foreign currencies are translated
using the exchange rate in effect on the date of the
transaction. Transaction gains or losses realized
upon settlement of foreign currency transactions
are included in determining net profit for the period
in which the transaction is settled.

2.13 Employee Benefits:

i) Defined Benefit Plan:

The obligation towards defined benefit plan has
been determined using Projected Unit Credit
Method. Actuarial valuation under the Projected Unit
Credit Method has been carried out as at the end of
each financial year.

ii) Post-Employment Benefits:

Provision for being the Defined Gratuity Obligation
liability as on 31st March, 2024 has been made as
per actuarial valuation based on Projected Unit
Credit Method (discounted @7.20%).

iii) Leave Encashment:

The employees of the Company are entitled for leave
encashment on yearly basis. The amount
accumulated during the year is paid in the next year.

2.14 Cash and Cash Equivalents (for purposes of Cash
Flow Statement):

Cash comprises cash on hand and demand deposits
with banks. Cash equivalents are short-term
balances (with an original maturity of three months
or less from the date of acquisition), highly liquid
investments that are readily convertible into known
amounts of cash and which are subject to
insignificant risk of changes in value.

2.15 Cash flow Statement:

Cash flows are reported using the indirect method,
whereby profit / (loss) before extraordinary items and
tax is adjusted for the effects of transactions of non¬
cash nature and any deferrals or accruals of past or
future cash receipts or payments. The cash flows from
operating, investing and financing activities of the
Company are segregated based on the available
information.

2.16 Segment Reporting:

The Company is primarily engaged in retail business of
Electronic Gadgets and Electric Vehicles. Considering
the provisions of Accounting Standard 17, the
Company do not have any reportable segment.

j) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

i) . Aggregate number and class of shares allotted as fully paid-up pursuant to contract(s) without payment being received
in cash - NIL

ii) . Aggregate number and class of shares allotted as fully paid-up by way of Rights shares - 25,00,000 shares

iii) . Aggregate number and class of shares allotted as fully paid-up by way of Bonus shares - 54,20,000 shares

iv) . Aggregate number and class of shares bought back - NIL

Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in
⁾ descending order starting from the farthest such date - NIL

l) Calls unpaid (showing aggregate value of calls unpaid by directors and officers) - NIL

m) Forfeited shares (amount originally paid-up) - NIL

Term loan from Bank (Secured) includes:

(i) Term loan from Standard Chartered Bank outstanding as on 31^st March 2025 is Nil (Sanction Amount of f 1040.00 Lakhs)
(outstanding as on 31^st March, 2024 of f 987.98 Lakhs carries interest at 9.50%). The said remaining term loan is to be fully
repaid in the year. The said term loan was secured against property.

(ii) Vehicle loan from ICICI bank outstanding as on 31^st March 2025 is f 12.34 Lakhs (Sanction Amount of f 37.00 Lakhs)
(outstanding as on 31^st March, 2024 of f 24.72 Lakhs) carry interest rate at 8.85%. The said remaining loan will be repaid in 11
equated monthly instalments by February, 2026 are secured by way of hypothecation cars.

(iii) Vehicle loan from Federal bank outstanding as on 31^st March 2025 is of f 19.55 Lakhs (Sanction Amount of f 29.30 Lakhs)
(outstanding as on 31^st March, 2024 of f 28.54 Lakhs) carry interest rate at 8.55% (8.80% as of 31^st March, 2024). The said
remining loan will be repaid in 23 equated monthly instalments by February, 2027 are secured by way of hypothecation cars.

(iv) Term loan from HDFC Bank outstanding as on 31^st March 2025 of f 43.03 Lakhs (Sanction Amount of f 46.28 Lakhs)
(outstanding as on 31^st March, 2024 of f 46.04 Lakhs) carries interest at 9.00%. The said remaining term loan is to be repaid
in 107 Equated monthly instalments. The said term loan is secured against property.

a) The secured loan from bank includes:

(i) Working capital loan from Axis Bank outstanding as on 31^st March 2025 of f 402.94 Lakhs (Sanction Amount of f 875.00 Lakhs)
(outstanding as on 31^st March, 2025 of f 84.97 Lakhs) carries interest rate at 8.75% (9.00% as of 31^st March, 2024), is secured
by way of fixed deposit of f 80.00 Lakhs. The same is repayable on demand.

(ii) Working capital loan from Axis Bank outstanding as on 31^st March 2025 of f 2,007.63 Lakhs (Revised Sanction Amount of f
2,200.00 Lakhs) carries interest rate at 8.50% (outstanding as on 31^st March, 2024 of f 2,820.28 Lakhs carries interest rate of
8.75 %, original sanction Amount of f 3,400.00 Lakhs). This loan is secured by way of hypothecation of stock and book debts
of the company. The same is repayable on demand.

(iii) Working capital loan from HDFC Bank outstanding as on 31^st March 2025 of f 1,900.59 Lakhs (Sanction Amount of f 2,000.00
Lakhs) carries interest rate at 8.75% (outstanding as on 31^st March, 2024 is Nil).

b) The Unsecured loan from NBFC includes:

(i) Unsecured loan from Bajaj Finance outstanding as on 31^st March 2025 of f 812.08 Lakhs (Sanction Amount of f 900.00 Lakhs)
(outstanding as on 31^st March, 2024 of f 83.42 Lakhs) and from IDFC First outstanding as on 31^st March 2025 of f 213.86 Lakhs
(Sanction Amount of f 396.00 Lakhs) (outstanding as on 31^st March, 2024 of f 213.86 Lakhs) repayable on demand and carried
interest rate at 12.00% and 12.00% respectively.

Note 34: Employee Benefits

(a) Short Term Employee Benefits :

Short Term Employee Benefits are recognized as an expense on an undiscounted basis in the statement of profit and loss for the year
in which the related service is rendered.

(b) Post-employment defined benefit plan
Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Every employee is entitled to a
benefit equivalent to fifteen days salary last drawn for each completed year of service on terms not less than the provisions of the
Payment of Gratuity Act, 1972. The benefits vest after five years of continuous service and once vested it is payable to the employees
on retirement or termination of employment.

In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit
obligation were carried out as on 31^st March, 2025. The present value of the defined benefit obligation, and the related current service
cost and past service cost, were measured using the projected unit cost method. The following table sets forth the status of the
Gratuity Plan of the Company and the amount recognised in the Balance Sheet and Statement of Profit and Loss.

Note 35 : Events occurring after the Balance sheet date

The Board of Directors of the Company at their meeting held on 29^th May, 2025 has approved the proposal to sale 5,900 (59.00%)
equity shares held by the Company in M/s. Hear More Techlife Private Limited (“Subsidiary”) subject to completion of all the legal and
regulatory formalities and also subject to post execution of Share Sale Agreement. Post completion of this proposed transaction, M/s.
Hear More Techlife Private Limited would no longer be Subsidiary of the Company.

Except as mentioned above, there are no other material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which the financial statements relate and the date of this report.

Note 36 : Disclosure u/s 22 of micro, small and medium enterprises development act 2006

The Company has outstanding amount to suppliers who are registered under the Micro, Small and Medium Enterprises Development
Act, 2006. The information, as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has
been determined to the extent such parties have been identified on the basis of information available with the company, the auditor
has relied on the same. There are no overdue amount relating to amount unpaid at the year end together.

Note 38 :

In the opinion of the Board of Directors of the Company, the loans, advances and current assets have a value of realization in the
ordinary course of business, at least equal to the amounts on which these are stated.

Note 39 :

The Balance of the Trade Receivables and Trade Payables are subject to confirmation. Any adjustment if required, will be made on
receipt of the same.

Note 40 : Submission of returns with the Banks

The Company has working capital facilities from Banks which are secured by hypothecation of Inventory and Book Debts. The amount
outstanding as at 31^st March, 2025 is f 8,357.23 Lakhs (Previous Year - f 6,425.64 Lakhs). The quarterly returns or statement (as
amended) of current assets filed by the Company with banks are in agreement with books of accounts.

Note 41 : Segment Reporting

The Company operates in a single segment with effect from 01.10.2024 i.e. Electronic Gadgets and therefore Segment Reporting as
defined in Accounting Standard-17 is not applicable. Till 30.09.2024, the company is having business segment of Electronic Gadgets
and Electric Vehicles. Considering the provisions of Accounting Standard 17, there was no reportable segment as of 31.03.2025.

Note 42: Indication of Impairment

In accordance with the Accounting Standard 28 “on Impairment of Assets” the company has assessed on the balance sheet date
whether there are any indications (as listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets.
Based on such assessment, it has been ascertained that no potential loss is present and therefore formal estimate of recoverable
amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

Note 43: Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for
holding any Benami property.

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

(iii) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013)
or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(iv) The Company does not have any transaction which are not recorded in the books of accounts that have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(v) The Company has not revalued any of its Property, Plant and Equipment during the year.

(vi) There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(vii) There is no transaction with the stuck-off company during the year ended 31^st March 2025.

(viii) The Company is not covered under Section 135 of the Companies Act, 2013 and is not required to make CSR contribution.

(ix) Contingent Liabilities:

The Company has given Bank Guarantee/ LC Discounting for which FDR margin money has been given to the bank as Security
for an Amount of f 200.00 Lakhs (P.Y. - NIL).

(x) The company has not granted any loans to promoters, directors, KMPs and the related parties (as defined under Companies
Act, 2013) either severally or jointly with any other person, that are repayable on demand or without specifying any terms or
period of repayment.

(xi) There are no intangible assets under development so the ageing schedule for the same is not applicable.

(xii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read
with the Companies ( Restriction on number of Layers) Rules, 2017.

(xiii) The company has not entered into any Scheme of Arrangements which has been approved by the Competent Authority in terms
of sections 230 to 237 of the Companies Act, 2013.

(xiv) The Company has not incurred any Cash Loss during the year (P.Y. - NIL).

(xv) The Title Deeds of the Immovable properties (other than properties where the company is the lessee and the lease agreements
are duly executed in favour of the lessee), disclosed in Note 12 of the financial statements are held in the name of the Company
as at the Balance Sheet date.

Note 44 :

On 24th June, 2024, the Board has issued and allotted 2,50,000 (Two Lakh Fifty Thousand) Fully Convertible Warrants, each
convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of f 10/- each (“Warrants”) at
an Issue Price of f 399/- (Rupees Three Hundred Ninety Nine) including a premium of f 389/- (Rupees Three Hundred Eighty Nine)
each (including the Warrants subscription price and Warrant exercise price), payable under preferential allotment basis for cash
consideration through approval accorded by the shareholders of the Company at their Extra Ordinary General Meeting held on 05th
June, 2024. The Company has received 25% of the Issue Price (i.e. f 99.75 per warrant), aggregating to f 249.37 lakhs, and balance
75% of the Issue Price (i.e. balance f 299.25 per warrant), aggregating to f 748.13 lakhs, will be received within a period of 18
months from the date allotment of Warrants in one or more tranches pursuant to exercise of conversion option against each such
Warrants. The resulting equity shares shall rank pari-passu with the existing equity shares of the Company. fUfl

Note 45 :

All the values are rounded off to the nearest Rupees in Lakhs, except where otherwise indicated. The figures for corresponding
previous year have been regrouped / reclassified wherever necessary to make them comparable.

Signatures to Significant Accounting Policies and Notes 1 to 45 to the Financial Statements
As per our report of even date attached For and on behalf of Board of Directors

For M/s V C A N & Co. Jay Jalaram Technologies Limited

Chartered Accountants
FRN: 125172W

CA Saurabh Jain Kamlesh Thakkar Mukeshkumar Bhatt

Partner Chairman & Managing Director Executive Director

Membership No.: 175015 DIN : 05132275 DIN: 07598386

UDIN : 25175015BMIBEE8597

Manish Thakkar Mukesh Prajapat

Chief Financial Officer Company Secretary

Membership No.: A39443

Place : Ahmedabad Place : Ahmedabad

Date : 29^th May 2025 Date : 29^th s May 2025

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Mar 31, 2024

e) Right, Preference and Restriction attached to Equity Shares

The company has one class of equity Shares having a par value of '' 10/- each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in the proportion to their share holding.

f) Shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate - NIL

h) Shares Reserved for issue under options & contracts disinvestment including terms & amounts - NIL

i) Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in descending order starting from the farthest such date - NIL

j) Calls unpaid (showing aggregate value of calls unpaid by directors and officers) - NIL

k) Forfeited shares (amount originally paid-up) - NIL

Term loan from Bank (Secured) includes :

(i) Term loan from Standard Chartered Bank o/s as on 31st March 2024 is '' 987.98 Lakhs (Sanction Amount of ''

1040.00 Lakhs) (31st March, 2023 - '' 1,005.39 Lakhs) carries interest at 9.50% (March 31, 2023 - at 8.90%). The said remaining term loan is to be repaid in 156 Equated monthly instalments. The said term loan are secured against property.

(ii) Vehicle loan from ICICI bank o/s as on 31st March 2024 is '' 24.72 Lakhs (Sanction Amount of '' 37.00 Lakhs) (31st March, 2023 - '' 36.05 Lakhs) carry interest rate at 8.85%. The said remaining loan will be repaid in 23 equated monthly instalments by February, 2026 are secured by way of hypothecation cars.

(iii) Vehicle loan from Federal bank o/s as on 31st March 2024 is of '' 28.54 Lakhs (Sanction Amount of '' 29.30 Lakhs) (31st March, 2023 - Nil) carry interest rate at 8.80%. The said remining loan will be repaid in 35 equated monthly instalments by February, 2027 are secured by way of hypothecation cars.

(iv) Term loan from Standard HDFC Bank o/s as on 31st March 2024 is '' 46.04 Lakhs (Sanction Amount of '' 46.28 Lakhs) (31st March, 2023 - Nil) carries interest at 9.00%. The said remaining term loan is to be repaid in 119 Equated monthly instalments. The said term loan are secured against property.

a) The secured loan from bank includes :

(i) Working capital loan from Axis Bank o/s as on 31st March 2024 is '' 399.51 Lakhs (Sanction Amount of ''

400.00 Lakhs) & Interest at '' 3.05 Lakhs having interest rate at 9.00% (31st March, 2023: '' 90.01 Lakhs) are secured by way of fixed deposit ('' 80.00 Lakhs). The same is repayable on demand.

(ii) Working capital loan from Axis Bank o/s as on 31st March 2024 is '' 2,820.28 Lakhs (Sanction Amount of ''

3.200.00 Lakhs) carries interest rate at 9.00% (31st March, 2023: '' 753.89 Lakhs from Indian Bank carries interest rate of 9.40 %) are secured by way of hypothecation of stock and book debts of the company. The same is repayable on demand.

b) The Unsecured loan from NBFC includes :

(i) Unsecured loan from Bajaj Finance o/s as on 31st March 2024 is '' 83.42 Lakhs (Sanction Amount of ''

400.00 Lakhs) (31st March, 2023 - '' 93.21 Lakhs) and from IDFC First o/s as on 31st March 2024 is '' 213.86 (Sanction Amount of '' 279.00 Lakhs) (31st March, 2023 - Nil) repayable on demand and carried interest rate at 11.75% and 12.00% respectively.

Investment in Subsidiaires

1. During the year, the Company has acquired 59,000 Equity Shares of M/s Hear More Techlife Private Limited with Face Value of '' 10 per share at a cost of '' 59,000.

2. During the year, the Company has acquired 51,000 Equity Shares of M/s Techgrind Solutions Private Limited with Face Value of '' 10 per share at a cost of '' 51,000.

34. Employee Benefits

(a) Short Term Employee Benefits :

Short Term Employee Benefits are recognized as an expense on an undiscounted basis in the statement of profit and loss for the year in which the related service is rendered.

(b) Post-employment defined benefit plan Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972. The benefits vest after five years of continuous service and once vested it is payable to the employees on retirement or termination of employment. In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as March 31, 2024. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit cost method. The following table sets forth the status of the Gratuity Plan of the Company and the amount recognised in the Balance Sheet and Statement of Profit and Loss.

35. Events occurring after the Balance sheet date

The Board of Directors of the Company (“the Board”) at their meeting held on 09th May, 2024, subject to the approval of members of the Company at their Extra Ordinary General Meeting scheduled (to be held on 05th June, 2024 and such other approvals as may be required), has approved:

a. ) The increase in Authorised Share Capital of the Company from existing '' 12,00,00,000/- divided into 1,20,00,000

Equity Shares of '' 10/- each to '' 17,00,00,000 divided into 1,70,00,000 Equity Shares of '' 10/- each;

b. ) The issue of upto 7,50,000 Equity Shares of face value of '' 10/- each at a price of '' 399/- including a premium of

'' 389/- each payable in cash aggregating to '' 29,92,50,000/-, on preferential allotment basis in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit;

c. ) The issue of upto 2,50,000 Fully Convertible Warrants, each convertible into, or exchangeable for 1 fully paid-up

equity share of the Company of face value of '' 10/- each at a price of '' 399/- including a premium of '' 389/- each (including the Warrants subscription price and Warrant exercise price) payable in cash aggregating to '' 9,97,50,000/-, on preferential allotment basis in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.

Further pursuant to the Requirement Letter bearing No. NSE/LIST/41615 dtd. 16th May, 2024 received from National Stock Exchange of India Limited, the Board at their meeting held on 22nd May, 2024, subject to the approval of members of the Company and such other approvals as may be required, has approved the revised the number of equity shares to be issued upto 7,45,000. There has been no change in number of fully convertible warrants to be issued upto 2,50,000.

36. Disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

The Company has outstanding amount to suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006. The information, as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company, the auditor has relied on the same. There are no overdue amount relating to amount unpaid at the year end together.

38. In the opinion of the Board of Directors of the Company, the loans, advances and current assets have a value of realization in the ordinary course of business, at least equal to the amounts on which these are stated.

39. The Balance of the Trade Receivables and Trade Payables are subject to confirmation. Any adjustment if required, will be made on receipt of the same.

40. Submission of returns with the Banks

The Company has working capital facilities from Banks which are secured by hypothecation of Inventory and Book Debts. The amount outstanding as at March 31, 2024 is '' 6,425.64 Lakhs (Previous Year - '' 753.89 Lakhs). The quarterly returns or statement (as amended) of current assets filed by the Company with banks are in agreement with books of accounts.

41. Segment Reporting

Jay Jalaram Technologies Limited ("the Company") is having business segment of Electronic Gadgets and Electric Vehicles. Considering the provisions of Accounting Standard 17, the Company do not have any reportable segment.

42. Indication of Impairment

In accordance with the Accounting Standard 28 “on Impairment of Assets” the company has assessed on the balance sheet date whether there are any indications (as listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment, it has been ascertained that no potential loss is present and therefore formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

43. Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

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

(iii) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(iv) The Company does not have any transaction which are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(v) The Company has not revalued any of its Property, Plant and Equipment during the year.

(vi) There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(vii) There is no transaction with the stuck-off company during the year ended 31st March 2023.

(viii) The Company is not covered under Section 135 of the Companies Act, 2013 and is not required to make CSR contribution.

Contingent Liabilities:

(ix) The Company has given Bank Guarantee/ LC Discounting for which FDR margin money has been given to the bank as Security for an Amount of '' 200.00 Lakhs (P.Y. - NIL)

(x) The company has not granted any loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.

(xi) There are no intangible assets under development so the ageing schedule for the same is not applicable.

(xii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies ( Restriction on number of Layers) Rules, 2017.

(xiii) The company has not entered into any Scheme of Arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

(xiv) The Company has not incurred any Cash Loss during the year (P.Y. - NIL)

(xv) The Title Deeds of the Immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in Note 12 of the financial statements are held in the name of the Company as at the Balance Sheet date.

(xvi) During the year the Company does not have any foreign exchange earnings and expenses on export and Import of goods/ Services (Previous year -Nil).

44. The Company, in respect of financial years commencing on or after the 1st April, 2023, has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.““As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

45. All the values are rounded off to the nearest in Lakhs, except where otherwise indicated. The figures for corresponding previous year have been regrouped / reclassified wherever necessary to make them comparable.

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Mar 31, 2023

a) Right, Preference and Restriction attached to Shares

The company has one class of equity Shares having a par value of '' 10/- each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in the proportion to their share holding.

b) Shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate - NIL

c) Shares Reserved for issue under options & contracts disinvestment including terms & amounts - NIL

i) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

a) Aggregate number and class of shares allotted as fully paid-up pursuant to contract(s)without payment being received in cash - NIL

b) Aggregate number and class of shares allotted as fully paid-up by way of bonus shares - NIL

c) Aggregate number and class of shares bought back - NIL

j) Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in descending order starting from the farthest such date - NIL

k) Calls unpaid (showing aggregate value of calls unpaid by directors and officers) - NIL

l) Forfeited shares (amount originally paid-up) - NIL

Term loan from Bank (Secured) includes :

(i) '' 1,005.39 Lakhs term loan from Standard Chartered Bank carries interest of 8.9%. The said term loan is to be repaid in 180 Equated monthly instalments of 9,34,781/- The said term loan are secured against property.

(ii) '' 36.05 Lakhs term loan from ICICI Bank carries interest of 8.85%. The said term loan is to be repaid in 36 Equated monthly instalments of 1,17,229/- The said term loan are secured against motor car.

a) The secured loan from bank includes :

(i) '' 90.01 Lakhs Overdraft Facility from Indian Bank secured against Fixed Deposit. The same is repayable on demand and carries interest rate of 4%.

(ii) '' 753.89 Lakhs Cash Credit Facility from Indian Bank is secured against hypothecation of present & future inventories and book-debts of the company. The same is repayable on demand and carries interest @ 11.90% p.a.

b) The Unsecured loan from NBFC includes :

(i) '' 93.21 Lakhs Unsecured loan from Bajaj Finance is repayable on demand and carried interest rate of 11.75%

32. Employee Benefits

(a) Short Term Employee Benefits :

Short Term Employee Benefits are recognized as an expense on an undiscounted basis in the statement of profit and loss of the year in which the related service is rendered.

(b) Post-employment defined benefit plan Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972. The benefits vest after five years of continuous service and once vested it is payable to the employees on retirement or termination of employment.

In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as March 31, 2023. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit cost method. The following table sets forth the status of the Gratuity Plan of the Company and the amount recognised in the Balance Sheet and Statement of Profit and Loss.

The liability towards Gratuity is determined based on actuarial valuation using the Projected Unit Credit Method which is as follows:

33. Events occurring after the Balance sheet date

The Company has acquired 5,900 equity shares of M/s. Hear More Techlife Private Limited (“Subsidiary Company”) constituting 59% of the total paid-up equity share capital of Subsidiary Company on 26th April, 2023. Accordingly, M/s. Hear More Techlife Private Limited has become subsidiary company of the Company with effect from 26th April, 2023.

34. Disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

The Company has outstanding amount to suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006. The information, as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company, the auditor has relied on the same. There are no overdue amount relating to amount unpaid at the year end together.

35. In the opinion of the Board of Directors of the Company, the loans, advances and current assets have a value of realization in the ordinary course of business, at least equal to the amounts on which these are stated.

36. The Balance of the Trade Receivables and Trade Payables are subject to confirmation. Any adjustment if required, will be made on receipt of the same.

38. Submission of returns with the Banks

The Company has working capital facilities from Banks which are secured by hypothecation of Inventory and Book Debts. The amount outstanding as at March 31, 2023 is '' 753.89 Lakhs (Previous Year - NIL). The quarterly returns or statement (as amended) of current assets filed by the Company with banks are in agreement with books of accounts.

40. Indication of Impairment

In accordance with the Accounting Standard 28 “on Impairment of Assets” the company has assessed on the balance sheet date whether there are any indications (as listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment, it has been ascertained that no potential loss is present and therefore formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

41. Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

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

(iii) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(iv) The Company does not have any transaction which are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(v) The Company has not revalued any of its Property, Plant and Equipment during the year.

(vi) There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(vii) There is no transaction with the stuck-off company during the year ended 31st March 2023.

(viii) The Company is not covered under Section 135 of the Companies Act, 2013 and is not required to make CSR contribution.

(ix) The Company doesn''t have any contingent liabilities.

(x) The company has not granted any loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.

(xi) There are no Capital-Work-in Progress so the ageing schedule for the same is not applicable.

(xii) There are no intangible assets under development so the ageing schedule for the same is not applicable.

(xiii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies ( Restriction on number of Layers) Rules, 2017.

(xiv) The company has not entered into any Scheme of Arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

(xv) The company doesn''t have any subsidiary as on the Balance sheet date and accordingly no consolidation to the Financials Statements are require to be prepared.

42. All the values are rounded off to the nearest in Lakhs, except where otherwise indicated. The figures for corresponding previous year have been regrouped / reclassified wherever necessary to make them comparable.