Fonebox Retail Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

(ii) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash immediately preceding five years from the Balance Sheet date - NIL.

Aggregate value of Issued, Subscribed and Paid-up Share Capital as on the Balance Sheet date for the period of preceding five years includes aggregate of 63,00,000 equity shares allotted as fully paid up by way of bonus shares during the Financial Year 2023-24.

The company has not Bought Back any Equity Shares immediately preceding five years from the Balance Sheet date.

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

Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment, including the terms and amounts -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 - Not applicable

Calls unpaid (showing aggregate value of calls unpaid by directors and officers) - NIL Forfeited shares (amount originally paid-up) - NIL

HDFC Bank Ltd. - Cash Credit Loan: Hypothecation by way of Exclusive Charge on Stock and Book debts of the Company as mentioned below to secure as a continuing security for the repayment of Rs.400 Lakhs together with interest, costs, charges, expenses and other moneys due and payable by the Company to the Bank. (a) Primary Security: current asset: First pari passu charge by way of hypothecation on entire current assets of the company including all stocks and book debts (both present & future). (b) Colletaral Security: personal guarantee of Directors and Retated Parties.

HDFC Bank Ltd - Vehicle Loan: Secured by way of hypothecation of Vehicle and further secured by personal guarantee of directors.

Axis Bank Ltd. - Inventory Funding: Primary Unsecured and Colletaral by personal guarantee of directors.

The Company is in the process of compilation of details of amounts due to small scale industrial units, and Further, the details from the vendors have been sought as to whether they are covered under MSM ED Act 2006 (as amended from time to time) or not. and only the vendors who have informed their status as MSME to the company have been consider for above report.

i. Earning available for Debt Service = Net Profit before taxes Non-cash operating expenses Interest other exceptional item

ii. Debt service = Interest & Lease Payments Principal Repayments

iii. Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability Reasons for Variances

Remarks for variance more than 25%

(a) Current Ratio : Not applicable

(b) Debt-Equity Ratio : Movement in ratio is due to increase in Total Debts

(c) Debt Service Coverage Ratio : Movement in ratio is due to improvement in EBIT and reduction in net debt servicing during the year.

(d) Return on Equity Ratio : Movement in ratio is due to increase in Shareholder''s Equity.

(e) Inventory turnover ratio : Not applicable

(f) Trade receivables turnover ratio : Increase in ratio is due to turnover has increased and decrease in average Trade receivables.

(g) Trade payables turnover ratio : Increase in ratio is due to purchases has increased and decrease in average account payable.

(h) Net capital turnover ratio : Not applicable

(i) Net profit ratio : Not applicable

(j) Return on Capital employed : Not applicable

(k) Return on investment : Not applicable

34 Other Statutory Disclosures as per the Companies Act, 2013

(i) The company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company.

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

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

(iv) 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.

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

(vi) 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.

(vii) There is no transaction with the stuck-off company during the financial year.

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

(ix) 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.

(x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) 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 (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall: (a) 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

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

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

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

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

(xvii) 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.

(xviii) 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.

35 Subsequent Events

The Company has evaluated subsequent events from the balance sheet date till the date at which the financial statements were available to be issued, and determined that there are no material items to disclose other than those disclosed above.

36 Regrouping

Previous year''s figures are regrouped or rearranged to make them comparable with those of current year.

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Mar 31, 2024

(ii) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash immediately preceding five years from the Balance Sheet date - NIL.

Aggregate number and class of shares allotted as fully paid up by way of bonus shares immediately preceding five years from the Balance Sheet date - NIL.

The company has not Bought Back any Equity Shares immediately preceding five years from the Balance Sheet date.

Pursuant to the approval of the Board of Directors at their meeting dated April 22, 2023, the Company allotted 5,50,000 fully-paid equity shares to the existing shareholders on a right basis in the ratio of eleven equity shares for every ten equity shares held by them. The Company allotted 5,50,000 fully-paid equity shares of face value of ^ 10.00 each at an issue price of ^ 100.00 per equity share, i.e. at a premium of ^ 90.00 per equity share. The applicants were required to pay ^ 100.00 per equity share on application of which ^ 10.00 per equity share is appropriated towards face value and remaining ^ 90.00 per equity share is appropriated towards securities premium.

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

Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment, including the terms and amounts - 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 - Not applicable

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

Forfeited shares (amount originally paid-up) - NIL

HDFC Bank Ltd. - Cash Credit Loan: Hypothecation by way of Exclusive Charge on Stock and Book debts of the Company as mentioned below to secure as a continuing security for the repayment of Rs.400 Lakhs together with interest, costs, charges, expenses and other moneys due and payable by the Company to the Bank. (a) Primary Security: current asset: First pari passu charge by way of hypothecation on entire current assets of the company including all stocks and book debts (both present & future). (b) Colletaral Security: personal guarantee of Directors and Retated Parties.

HDFC Bank Ltd - Vehicle Loan: Secured by way of hypothecation of Vehicle and further secured by personal guarantee of directors.

HDFC Bank Ltd- Trade Advance: Primary Unsecured and Colletaral by personal guarantee of directors.

General Description of the Plan

The Entity operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Entity''s scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

The Company is in the process of compilation of details of amounts due to small scale industrial units, and Further, the details from the vendors have been sought as to whether they are covered under MSMED Act 2006 (as amended from time to time) or not. and only the vendors who have informed their status as MSME to the company have been consider for above report.

Jigneshkumar Dashrathlal Parekh Appointed as Whole-time director w.e.f. 18/04/2023 Parth Lallubhai Desai Appointed as CFO w.e.f. 22/04/2023

Jaykumar Deepakbhai Khatnani, Bhavisha Kunal Chauhan, Aayush Kamleshbhai Shah, Sumitkumar Hareshbhai Patel Appointed as Independent Directors w.e.f. 19/06/2023

Charmi Vansh Shah Appointed as Company Secretary w.e.f. 25/08/2023, Urvashi Jayeshbhai Gandhi Appointed as Company Secretary w.e.f. 06/06/2023 and Resigned w.e.f. 08/07/2023.

Jigar Lallubhai Desai Resigned as CFO w.e.f. April 22, 2023, Kriva Mobitech Private Limited Ceased to be related party w.e.f. 10/11/2023.

The Company has utilized the entire proceeds of Initial Public Offerings ("IPO") as per the objects of the IPO mentioned in the Prospectus dated 30th January, 2024 as detailed above.

Remarks for variance more than 25%

(a) Current Ratio : Movement in ratio is due to increase in current assets and decrease in current liabilities.

(b) Debt-Equity Ratio : Movement in ratio is due to increase in Shareholder''s Equity.

(c) Debt Service Coverage Ratio : Movement in ratio is due to improvement in EBIT and reduction in net debt servicing during the year.

(d) Return on Equity Ratio : Movement in ratio is due to increase in Shareholder''s Equity.

(e) Inventory turnover ratio : Not applicable

(f) Trade receivables turnover ratio : Increase in ratio is due to turnover has increased and decrease in average account receivables.

(g) Trade payables turnover ratio : Increase in ratio is due to purchases has increased and decrease in average account payable.

(h) Net capital turnover ratio : Movement in ratio is due to increase in net working capital.

(i) Net profit ratio : Increase in ratio is due to increase in revenue and increase in net profit.

(j) Return on Capital employed : Movement in ratio is due to increase in Capital Employed.

(k) Return on investment : Not applicable

35 Other Statutory Disclosures as per the Companies Act, 2013

(i) The company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company.

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

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

(iv) 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.

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

(vi) 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.

(vii) There is no transaction with the stuck-off company during the financial year.

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

(ix) 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.

(x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) 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 (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall: (a) 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

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

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

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

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

(xvii) 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.

(xviii) 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.

36 Subsequent Events

The Company has evaluated subsequent events from the balance sheet date till the date at which the financial statements were available to be issued, and determined that there are no material items to disclose other than those disclosed above.

37 Regrouping

Previous year''s figures are regrouped or rearranged to make them comparable with those of current year.