Directors Report of Sonu Infratech Ltd.

Mar 31, 2025

Your directors are pleased to present the report on the business and operations of your Company ("the Company") for the financial year ended March 31, 2025. This report is accompanied by the audited Standalone and Consolidated financial statements, which provide a comprehensive overview of the Company''s financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Company''s achievements and strategic direction.

Financial Highlights:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Particulars	Standalone-Year Ended		(Rs. In Lakhs) Consolidated-Year Ended
Particulars	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue From Operations	14,921.94	9,039.82	17,030.47	-
Other Income	24.23	16.28	27.33	-
Total Income	14,946.18	9,056.10	17,057.80	-
Less: Total Expenses before Depreciation, Finance Cost and Tax	12,775.96	7,991.08	14,627.05	_-
Profit before Depreciation, Finance Cost and Tax	2,170.22	1,065.02	2,430.74	-
Less: Depreciation	399.43	387.61	431.15	-
Less: Finance Cost	442.11	268.82	514.37	-
Profit Before Prior Period Items and Tax	1,328.68	408.59	1,485.23	-
Prior Period Items	-	-	-	-
Less: Current Tax	301.80	130.68	342.83	-
Less: Deferred tax Liability (Asset)	(38.12)	(10.17)	38.29	-
Less: Income Tax Prior period	-	-	-	-
Profit After Tax	988.76	288.08	1,104.11	-

Business Overview:

Financial Performance on Standalone Basis:

During the financial year 2024-25, the Company recorded a revenue from operations of ^14,921.94 lakhs, as compared to ^9,039.82 lakhs in the previous financial year 2023-24, registering a robust growth of 65.07%. This significant increase reflects the Company''s continued focus on strengthening its core operations, expanding its market presence, and driving sustainable growth.

The Company reported a Net Profit After Tax of ^988.76 lakhs for the year under review, compared to ^288.08 lakhs in the financial year 2023-24. This represents an impressive growth of 243.22% in net profit over the previous year.

The substantial increase in profitability is primarily attributed to higher operational revenues, improved operational efficiency, and better cost management across the business. The results underline the Company''s strong financial discipline and its ability to capitalize on emerging opportunities in a dynamic business environment.

Financial Performance on Consolidate Basis:

The Consolidated Financial Statements presented by your Company include the financial results of following Subsidiary Company:

â¢ Arpit Techno Infra Private Limited

Your Company acquired Arpit Techno Infra Private Limited on March 11, 2025, and accordingly, the consolidated financial results include the financial performance of the subsidiary from the date of acquisition.

The consolidated financial statements for the financial year 2024-25 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, the prescribed Accounting Standards (AS), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These statements form an integral part of this Annual Report.

During the year under review, your Company achieved a Consolidated Revenue from Operations of ^17,030.47 lakhs, as compared to nil in the previous financial year, marking a significant milestone in the Group''s business evolution.

The Consolidated Total Income stood at ^17,057.80 lakhs for the year ended March 31, 2025, reflecting strong operational performance across entities under the Group structure.

Your Company recorded a Consolidated Net Profit After Tax of ^1,104.11 lakhs during the financial year 2024-25. This performance demonstrates the strength of the Company''s consolidated business model and its ability to generate sustainable value for stakeholders through strategic growth and operational synergies.

Dividend

With a view to conserve and save the resources for future prospects of your Company, your directors have decided not to declared any dividend for the financial year 2024-25.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Transfer to General Reserve

During the year, your Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of your Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Change in Share Capital Authorized Capital

During the year under review, the Following changes were made in the Authorized Capital of your Company:

Authorized Capital of your Company increased from Rs. 10,10,00,000/- (Rupees Ten Crore Ten Lakh Only) divided into

1.01.00. 000 (One Crore One Lac) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 18,00,00,000/- (Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on Monday, August 05, 2024.

The Present Authorized Capital of your Company is Rs. 18,00,00,000/- (Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) /- each.

Issued, Subscribed & Paid-Up Capital

During the year under review, the Company undertook multiple capital-raising initiatives through preferential allotments of equity shares and convertible warrants, in line with strategic business requirements and shareholder approvals.

Initially, the Board of Directors, in its meeting held on July 02, 2024, approved the creation, issue, and allotment of up to

52.00. 000 warrants convertible into equity shares at an issue price of ^67/- per warrant (including a premium of ^57/-per share), aggregating to ^34.84 crore, on a preferential basis to the Proposed Allottees. This was subsequently approved by shareholders through a Special Resolution at the Extra-Ordinary General Meeting (EGM) held on August 05, 2024.

However, following a strategic review of fundraising needs, the Board, in its meeting held on August 20, 2024, decided to postpone the proposed fundraising activity, and the issue was accordingly withdrawn.

Subsequently, in a renewed fundraising initiative, the Board, at its meeting held on December 17, 2024, approved:

â¢ Allotment of up to 19,41,000 equity shares of ^10/- each to Non-Promoters/Public on a preferential basis, and

â¢ Creation and allotment of up to 36,50,000 fully convertible warrants, each convertible into one equity share of ^10/- each, to Promoters, Promoter Group, and Non-Promoters/Public, in one or more tranches, within 18 months from the date of allotment.

This was subsequently approved by shareholders at the EGM held on January 16, 2025.

Pursuant to the shareholder approval, the Company received in-principle approval from the National Stock Exchange of India Limited (NSE) vide letter no. NSE/LIST/46126 dated February 06, 2025. In line with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and upon receipt of 25% of the issue price from the proposed allottees for 36,50,000 convertible warrants, the Board approved the allotment of 35,69,000 warrants to Non-Promoter/Public shareholders at an issue price of ^75/- per warrant (^10 face value ^65 premium), each convertible into one equity share.

Subsequently, upon receipt of full consideration, the Company allotted 19,08,000 equity shares at an issue price of ^75/-per share (including ^65/- premium), aggregating to ^14.31 crore, on February 21, 2025, to Non-Promoter/Public Category shareholders.

Further, in the Board meeting held on March 29, 2025, the Company approved the allotment of 5,91,000 equity shares of ^10/- each, pursuant to the exercise of convertible warrants by the allottees.

The present Paid-up Capital of the Company as on March 31, 2025 is Rs. 10,34,90,000/- (Rupees Ten Crore Thirty-Four Lakh Ninety Thousand) divided into 1,03,49,000 (One Crore Three Lakh Forty Nine Thousand) Equity Shares of Rs. 10/-(Rupees Ten)each

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

Board Meeting

The Board of Directors of the Company meets at regular intervals to deliberate on business opportunities, policies, strategies, and other key matters concerning the Company. In addition to scheduled meetings, the Board also convenes additional meetings as and when necessary.

During the year under review, Board of Directors of the Company met 24 (Twenty-Four) times as on April 12, 2024; May 2, 2024; May 30, 2024; June 17, 2024; June 28, 2024; July 02, 2024; July 25, 2024; July 31, 2024; August 01, 2024; August 02, 2024, August 06, 2024; August 09, 2024; August 20, 2024; August 31, 2024; September 04, 2024; September 26, 2024; October 10, 2024; October 25, 2024; November 14, 2024; December 17, 2024; February 14, 2025; February 21, 2025; March 11, 2025 and March 29, 2025.

Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2025 the Company has Three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 14, 2025 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Information on Directorate

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished below: Change in Board Composition

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished below;

a) Regularization of Directors during the financial year 2024-25:

I. In the Annual General Meeting held on September 26, 2024;

â¢ Mr. Arpitkumar Pandey (DIN: 08043237), who was appointed as an Additional Executive Director on the Board of the Company, has been regularized and appointed as an Executive Director of the Company.

â¢ Mr. Sonu Pandey (DIN: 08043264), who was appointed as an Additional Executive Director on the Board of the Company, has been regularized and appointed as an Executive Director of the Company.

â¢ Mr. Subhrajit Chowdhury (DIN: 10517238), who was appointed as an Additional Non-Executive Independent Director on the Board of the Company, has been regularized and appointed as an Independent Director of the Company for a period of five consecutive years up to March 08, 2029, not liable to retire by rotation.

b) Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Ms. Dipti Ketan Modi (DIN: 07982608), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, and, being eligible, has offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 8^th Annual General meeting.

Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Ramji Shrinarayan Pandey- Chairman & Managing Director

â¢ Mrs. Seema Pandey- Whole Time Director

â¢ Mr. Ketan Vallabhdas Modi- Whole Time Director

â¢ Mr. Manish Kumar Pandey- Chief Financial Officer

â¢ Ms. Khushbu Gupta- Company Secretary & Compliance officer

During the Financial year 2024-25 under review following changes took place in the constitution of Key Managerial Personnel:

â¢ Ms. Archanaba Krunalsinh Gohil (Membership No : A48379) resigned as Company Secretary & Compliance Officer of the company w.e.f. November 21, 2025

After Closure of Financial year, The Board of Directors, in its meeting held on May 02, 2025, appointed Ms. Khushbu Gupta (Membership No. ACS 46626) as the Company Secretary & Compliance Officer of the Company with effect from the same date.

Change in Registered office

During the year, there was no change in Registered Office of the Company.

As on the date of this report, the registered office of the company is situated at: Platinum 404, 4^th Floor Park Colony, Opp. Joggers Park, Jamnagar-361008

Performance Evaluation

Your Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

Â¦ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

Â¦ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Â¦ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Â¦ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 at the end of the financial year and of the profit or loss of the Company for that year;

c) 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis;

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

Committees Of Board

Your Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

Audit Committee

Your Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the quarterly, half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 3 (Three) times viz on May 30, 2024; November 14, 2024; and February 14, 2025.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.sonuinfratech.com/policy.html

Stakeholder''s Relationship Committee

The Company has formed Stakeholder''s Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Company has constituted Stakeholder''s Relationship Committee mainly to focus on the redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholder''s Relationship Committee met 4 (Four) times May 30, 2024; August 31, 2024; November 14, 2024 and February 14, 2025.

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.sonuinfratech.com/policy.html.

Remuneration of Director

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://www.sonuinfratech.com/index.html.

Public Deposit

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Particulars of Loans, Guarantees, Investments & Security

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.sonuinfratech.com/index.html.

Transactions with related parties

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arm''s Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to SME listed entities.

The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure- A.

The details of the related party transactions for the Financial Year 2024-25 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Company''s Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company''s website and can be accessed at: https://www.sonuinfratech.com/policy.html.

Alteration of AOA

During the year under review, there were no changes took place in Articles of Association of your Company.

Material changes and commitment

During the year under review, the Company acquired 100% of the share capital of Arpit Techno Infra Private Limited, thereby making it a wholly-owned subsidiary of Sonu Infratech Limited, with effect from March 11, 2025.

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year (i.e., March 31, 2025) and the date of this Report.

Particular of employees

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.

Information on Subsidiary, Associate and Joint Venture Companies

As on March 31, 2025, Your Company have following Subsidiary, Associate and Joint Venture Company.

Sr.

No.

Name of the Company

Address of Registered Office

Nature of Business

Arpit Techno Infra Private Limited

Plot No.117, Royal Pushpa Park Colony Street No. 3, Jamnagar, Gujarat, India, 361008

Arpit Techno Infra Private Limited is currently engaged in the business as infrastructure contractor specializing in civil construction, development, and maintenance of diverse projects, including residential, commercial, industrial, water supply, irrigation, highways, and SEZs, both domestically and internationally.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 is annexed to this Report as Annexure -C.

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

Sexual harassment of women at workplace

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a) number of complaints of sexual harassment received in the year- NIL

b) number of complaints disposed off during the year- NIL

c) number of cases pending for more than ninety days- NIL

The Policy is available on the Company''s website at: https://www.sonuinfratech.com/policy.html.

Risk management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

Compliance to the provisions relating to the maternity benefits act, 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

No such instances occurred during the financial year.

Energy conservation, technology absorption and foreign exchange earnings and outgo

A. Conservation of energy -

(i) The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has not taken any step for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipment: During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. Technology absorption -

(i) The effort made towards technology absorption: Not Applicable.

(ii) The benefit derived like product improvement, cost reduction, product development or import substitution: Not

Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable

c) Whether the technology has been fully absorbed: Not Applicable

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: NIL

ii. Details of Foreign Exchange Expenditure: NIL

Compliance with the provisions of secretarial standard of ICSI

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under the Companies Act, 2013.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2025, our internal financial controls were adequate and operating effectively.

Corporate governance

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Company''s culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the emerge Platform of NSE, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

Corporate social responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the Company during the year under review.

Nevertheless, the Company remains conscious of its social responsibilities and continues to explore avenues to contribute meaningfully to the community and environment.

Management discussion and analysis report

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-D.

Statutory auditor and their report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, the members at the Annual General Meeting held on November 30, 2021, appointed M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 115486), as the Statutory Auditors of the Company for term of five consecutive years, to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2026.

The Auditors'' Report on the financial statements of the Company for the financial year 2024-25 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors'' Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report Reporting of fraud

During the year under review, the Statutory Auditors of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Internal auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s P. R. Nakum & Associates (FRN: 0147034W), Chartered Accountant as the Internal Auditor of the Company for the financial year 2024-25.

They have conducted periodic internal audits of various operational and financial functions and submitted their reports to the Audit Committee and the Board. Their observations and recommendations have helped strengthen the internal control systems and ensure compliance.

Maintenance of cost record

As per the provisions of Section 148(1) of the Companies Act, 2013 read with the applicable rules, the Company is not required to maintain cost records for the financial year 2024-25 as prescribed by the Central Government.

Significant/material orders passed by the regulators/internal auditor

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial Statements which forms part of this Annual Report.

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2024-25.

Prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Website

Your Company has its fully functional website www.sonuinfratech.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest / knowledge has been duly presented on the website of the Company.

The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

Industrial relations

During the year under review, industrial relations remained harmonious at all our offices and establishments.

General disclosure

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. There is no revision in the Board Report or Financial Statement;

iii. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

iv. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

v. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

vi. One time settlement of loan was obtained from the Banks or Financial Institutions

vii. Revision of financial statements and Directors'' Report of your Company.

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

ix. Annual Report and other compliances on Corporate Social Responsibility;

(appreciations and acknowledgement

Your directors'' wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Mar 31, 2024

The Board of Directors hereby submits the 7^th Annual report of the business and operations of your Company ("the Company"), along with the Audited Financial Statements, for the Financial Year ended on March 31, 2024.

Financial Highlights:

The Companyâs financial performance for the year ended on March 31, 2024 is summarized below:

(Rs. in Lakhs)
Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue From Operations	9039.82	6405.16
Other Income	16.28	17.17
Total Income	9056.10	6422.33
Less: Total expenditure before Finance cost, depreciation and amortization	7991.08	5305.84
Earnings before Finance cost, depreciation and amortization (EBITDA)	1065.02	1116.49
Less: Depreciation	387.61	496.96
Less: Finance Cost	268.82	252.09
Profit Before Tax	408.59	367.44
Less: Current Tax	130.68	101.09
Less: Deferred tax Liability (Asset)	-10.17	-7.06
Profit after Tax	288.08	273.41

BUSINESS OVERVIEW:Financial performance of the Company::

During the financial year 2023-24 the revenue from operation stood at Rs. 9039.82 Lakhs as compare to Rs. 6405.16 Lakhs during the previous financial year 2022-23, revenue from operations increased by 41.13% in Financial year 202324 as compared to Financial year 2022-23.

The Company has earned a Net Profit after Tax of Rs. 288.08 Lakh for the year under review as compared to Net Profit of Rs. 273.41 Lakh in the previous financial year. The profit of the Company increased about 5.37% as compared to previous financial year. The increase in profit is due to increase in revenue from operations of the company as compared to previous year.

Dividend:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2023-24.

Transfer to General Reserve:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Change in Nature of Business:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Authorized Capital

The Present Authorized Capital of the Company is Rs. 18,00,00,000/- (Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) /- each.

After closure of financial year 2023-24;

Authorized Capital of the Company increased from Rs. 10,10,00,000/- (Rupees Ten Crore Ten lakh Only) divided into

Issued, Subscribed & Paid-Up Capital

The present Paid-up Capital of the Company as on March 31, 2024 is Rs. 7,85,00,000/- (Rupees Seven Crore Eighty-Five Lakh) divided into 78,50,000 (Seventy-Eight Lakh Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

After closure of financial year 2023-24

The board of Director in its meeting held on July 02, 2024 passed the resolution to create, issue, offer and allot up to

52.00. 000 (Fifty Two Lakh Only) warrants convertible into equity shares, at a price of Rs. 67/- (Rupees Sixty Seven Only) each payable in cash (âWarrants Issue Priceâ), aggregating to Rs. 34,84,00,000 (Rupees Thirty Four Crore Eighty Four Lakh Only), convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of Re. 10/- each at a premium of Rs. 57/- (Rupees Fifty Seven) per share in one or more tranches on preferential basis (âPreferential Issueâ) to the Proposed Allottees.

During the year under review, in the Extra-ordinary general meeting of Members of the company held on August 05, 2024, passed the Special resolution to create, issue, offer and allot upto 52,00,000 (Fifty Two Lakh Only) warrants convertible into equity shares, at any time, in one or more tranches, within Eighteen (18) months from date of allotment of warrants on payment of 75% balance amount due on warrants, into equivalent number of fully paid up Equity Shares of face value of Rs.10/- (Rupees Ten only) at a price of Rs. 67/- (Rupees Sixty Seven Only) per warrant each convertible into 1 (One) Equity share of face value of Rs. 10/- each at a premium of Rs. 57/- (Rupees Fifty Seven) per warrant aggregating to not more than Rs. 34,84,00,000 (Rupees Thirty Four Crore Eighty Four Lakh Only) on preferential basis to the Proposed Allottees

Further, the Board of Directors decided to postpone the intended fundraising activity via the preferential issue at their meeting held on August 20, 2024. Postponement of fund raising activity is the consequence of a strategic review that is influencing our plans and requirements for fundraising right now. Hence, we wish to inform you that the Preferential Issue of 52, 00,000 Convertible Share Warrants hereby stands withdrawn for the above-cited reasons

DIRECTORS AND KEY MANAGERIAL PERSONNEL:Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current term & designation	Total Director Ships in other co.²	No. of Committee¹		No. of Shares held as on March 31, 2024
				in which Director is Member	in which Director is Chairman
Mr. Ramji Shrinarayan Pandey	Chairman and Managing Director	December 27, 2021	2	1		2250000 Equity

						Shares
Mrs. Seema Pandey	Whole time Director	December 27, 2021	1	-		842000 Equity Shares
Mr. Ketan Vallabhdas Modi	Whole time Director	December 27, 2021	-	1	-	1250000 Equity Shares
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	January 04, 2023	1	4	1	-
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	January 04, 2023	1	4	2	-
Ms. Dipti Ketan Modi	Non-Executive Director	November 06, 2017	1	-	-	466000 Equity Shares
Mr. Arpitkumar Ramjibhai Pandey*	Additional (Executive) Director	March 09, 2024	2	-	-	110000 Equity Shares
Mr. Sonu Ramjibhai Pandey*	Additional (Executive) Director	March 09, 2024	1	-	-	110000 Equity Shares
Mr. SubhrajitSukanta Chowdhury*	Additional (NonExecutive Independent) Director	March 09, 2024	-	-	-	-

¹ Committee includes Audit Committee, and Shareholdersâ Grievances Committee across all Public Companies including our Company.

² excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

Mr. Arpitkumar Ramjibhai Pandey, Mr. Sonu Ramji Pandey has been appointed as Additional executive directors and Mr. Subhrajit Sukanta Chowdhury has been appointed as Additional Non executive Independent director of the company w.e.f. March 09, 2024.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 6 (Six) times as on May 29, 2023, July 26, 2023; November 06, 2023; March 04, 2024; March 09, 2024; March 20, 2024 Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

		Date of Appointment at	Date of Cessation	Number of Board	Number of
Name of Director	Date of Original Appointment	current term		Meetings	Board Meetings
	Date of Original Appointment			Eligible to attend	attended
Mr. Ramji Shrinarayan Pandey	September 29, 2017	December 27, 2021	-	6	6
Mr. Seema Pandey	September 29, 2017	December 27, 2021	-	6	6
Mr. Ketan Vallabhdas Modi	September 29, 2017	December 27, 2021	-	6	6
Ms. Dipti Ketan Modi	November 06, 2017	November 06, 2017	-	6	6
Mr. Chintan Ashokbhai Mehta	January 04, 2018	January 04, 2023	-	6	6
Mr. Vipulchandra Sureshchandra Acharya	January 04, 2018	January 04, 2023	-	6	6
Mr. Arpitkumar Ramji Pandey*	March 09, 2024	March 09, 2024	-	1	1
Mr. Sonu Ramjibhai Pandey*	March 09, 2024	March 09, 2024	-	1	1
Mr. Subhrajit Sukanta Chowdhury*	March 09, 2024	March 09, 2024	-	1	1

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Mr. Arpitkumar Ramjibhai Pandey, Mr. Sonu Ramji Pandey has been appointed as Additional executive directors and Mr. Subhrajit Sukanta Chowdhury has been appointed as Additional Non-executive Independent director of the company w.e.f. March 09, 2024.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.		Type of General Meeting			Date of General Meeting
1.	Annual General Meeting			22^th August, 2023

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2024 the Company has Two Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 20, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Information on Directorate:

During the year under review, there was following changes in constitution of the Board of Directors of the Company.

Changes in Board Composition during the financial year 2023 -24 and up to the date of this report is furnished below;

a) Appointment of Directors during the financial year 2023-24:I. In the Board Meeting held on March 09, 2024;

â¢ Mr. Arpitkumar Ramjibhai Pandey (DIN: 08043237) was appointed as an Additional Executive Director on the Board of the company w.e.f. March 09, 2024 to hold office till next Annual General Meeting of the Company or the last day on which the Annual General Meeting should have been held, whichever is earlier.

â¢ Mr. Sonu Ramjibhai Pandey (DIN: 08043264) was appointed as an Additional Executive Director on the Board of the company w.e.f. March 09, 2024 to hold office till next Annual General Meeting of the Company or the last day on which the Annual General Meeting should have been held, whichever is earlier.

â¢ Mr. Subhrajit Sukanta Chowdhury (DIN: 10517238) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. March 09, 2024 to hold office till the conclusion of the Annual General Meeting or the last day on which the Annual General Meeting should have been held whichever is earlier and subject to the approval of the members in the Annual General Meeting, for appointment as an Independent Director to hold office for a term upto 5 consecutive years.

b) Retirement by rotation and subsequent re-appointment:

â¢ Mr. Ramji Shrinarayan Pandey (DIN: 02815473), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for reappointment.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial Standard, of the person seeking re -appointment/ appointment as Director are also provided in Notes to the Notice convening the 7^th Annual General meeting.

Key Managerial Personnel:

During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed following Key Managerial Personnels:

1. Mr. Ramji Shrinarayan Pandey as a Chairman & Managing Director of the Company w.e.f. November 06, 2017.

2. Mr. Ketan Vallabhdas Modi and Mrs. Seema Pandey as Whole Time Directors of the company w.e.f. November 06, 2017.

3. Mr. Manish Kumar Pandey as a Chief Financial officer of the Company w.e.f. November 06, 2017.

4. Ms. Archanaba Krunalsinh Gohil as a Company Secretary and Compliance officer of the Company w.e.f. July 25, 2022.

Change in Registered office:

During the year, there was no change in Registered Office of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

Â¦ In addition, the chairman was also evaluated on the key aspects of his role.

Directorsâ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis;

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013.

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 3 (Three) times viz on May 29, 2023; July 26, 2023, November 06, 2023

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial
Name	Category	Designation	year 2023-24
		Designation	Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	Chairperson	3	3
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Member	3	3
Mr. Ramji Shrinarayan Pandey	Managing Director	Member	3	3

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

B. Stakeholderâs Relationship Committee:

The Company has formed Stakeholderâs Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Company has constituted Stakeholderâs Relationship Committee mainly to focus on the redressal of Shareholdersâ / Investorsâ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholderâs Relationship Committee met 4 (Four) times May 29, 2023, July 26, 2023, November 06, 2023 and March 09, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the
Name	Category	Designation	financial year 2023-24
		Designation	Eligible to attend	Attended
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Chairperson	4	4
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	Member	4	4
Mr. Ketan Vallabhdas Modi	Whole-time director	Member	4	4

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times July 26, 2023, March 09, 2024 and March 20, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the
Name	Category	Designation	financial year 2023-24
			Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	Chairperson	3	3
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Member	3	3
Mrs. Dipti Ketan Modi	Non-Executive NonIndependent Director	Member	3	3

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.sonuinfratech.com/policy.html.

Remuneration of Director:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://www.sonuinfratech.com/index.html.

Public Deposit:

Particulars of Loans, Guarantees, Investments & Security:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Companyâs website i.e. https://www.sonuinfratech.com/index.html.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Armâs Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2023 -24 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.sonuinfratech.com/policy.html.

ALTERATION OF AOA

During the year under review, Company has passed Special resolution at the Annual general meeting held on August 22, 2023 altered existing Article of Association of the Company in the following manner:

(i) Substitution of Existing Article No. 16 (3) & (4) with following amended Article No. 16 (3) & (4):

3. Every certificate shall be issued under the signature of two Directors or one Director & the Company Secretary of the Company, and shall specify the shares to which it relates and the amount paid-up thereon.

4. The certificate of title to shares and duplicates thereof when necessary shall be issued under the signature of two Directors or one Director & the Company Secretary of the Company or Authorized official(s) of the Company.

(ii) Substitution of Existing Article No. 88 (a) with following amended Article No. 88 (a):

The instrument appointing a proxy shall be in writing under the hand of the appointed or of the attorney duly authorised in writing, or if the appointer is a Corporation, either under the signature of any Director duly authorized by the Board or the Company Secretary of the Company or under the hand of an officer or attorney so authorised. Any person may act as a proxy whether he is a member or not.

(iii) Substitution of Existing Article No. 131 with following amended Article No. 131:

A The Board may appoint at any time and from time to time by a power of attorney under the signature of Directors or the Company Secretary of the Company duly authorized by the Board, any person to be the Attorney of the Company for such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by the Board under these Articles and for such period and subject to such conditions as the Board may from time to time think fit and any such appointment, may, if the Board thinks fit, be made in favour of the members, or any of the members of any firm or company, or the members, Directors, nominees or managers of any firm or company or otherwise in favour of anybody or persons whether nominated directly or indirectly by the Board and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Board may think fit.

(iv) Deletion of the Article No. 156 and 157 along with its heading âCommon Sealâ, which are reproduced below: Common Seal

156. The Board shall provide a common seal of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. The common seal shall be kept at the Registered Office of the Company and committed to the custody of the Directors.

Affixture of Common Seal

157. The seal shall not be affixed to any instrument except by the authority of a resolution of the Board or Committee and unless the Board otherwise determines, every deed or other instrument to which the seal is required to be affixed shall, unless the same is executed by a duly constituted attorney for the Company, be signed by one Director and the Secretary in whose presence the seal shall have been affixed or such other person as may, from time to time, be authorised by the Board and provided nevertheless that any instrument bearing the seal of the Company issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority to issue the same provided also the counter signature of the Chairman or the Vice Chairman, which shall be sealed in the presence of any one Director and signed by him on behalf of the Company.

(v) Substitution of Existing Article No. 201 with following amended Article No. 199:

Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring authentication by the Company may be signed by a Director, or the Managing Director or an authorized officer of the Company.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2024 Company Does not have any Subsidiary, Associate and Joint Venture Companies.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https ://www. sonuinfratech.com/policy.html.

RISK MANAGEMENT:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. Conservation of energy -

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii.The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption -

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicablea) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: NIL

ii. Details of Foreign Exchange Expenditure: NIL

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to

attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) 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 Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-B.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W), were appointed as Statutory Auditors of your Company at 4^thAnnual General Meeting held on 30th November 2021, for the period of 5 consecutive years for a term till the conclusion of 9^th Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s P. R. Nakum & Associates (FRN: 0147034W), Jamnagar, as an Internal Auditor of the Company.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/INTERNAL AUDITOR:

The details of litigation on tax and other relevant matters are disclosed in the Auditorsâ Report and Financial Statements which forms part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-C to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr.

No.

Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)

Deviations

Observations/ Remarks of the Practicing Company Secretary

Reply by Management

Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations,

2015.

Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database)

Company has maintained internally Structured Digital Database in Digital Software: for FY 2023-24 with adequate internal controls and checks such as time stamping and audit trails to ensure non- tampering of the database.

However, there is a Delay by Company in entering Majority of UPSI Sharing Entry in software. (Structured Digital Database)

Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons.

Company will arrange sessions to update all the designated Persons with the provisions of the PIT Regulation

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

Your Company has its fully functional website www.sonuinfratech.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investorsâ interest / knowledge has been duly presented on the website of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further 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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) Details relating to deposits covered under Chapter V of the Act;

(v) Annual Report and other compliances on Corporate Social Responsibility;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directorsâ wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companyâs endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company (âthe Companyâ), along with the audited financial statements, for the financial year ended March 31,2023.

Financial Highlights: (J in Lakhs)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue From Operations	6405.16	5317.88
Other Income	17.17	71.08
Total Income	6422.33	5388.96
Operating expenditure before Finance cost, depreciation and amortization	5305.84	4541.04
Earnings before Finance cost, depreciation and amortization (EBITDA)	1116.49	847.93
Less: Depreciation	496.96	411.30
Less: Finance Cost	252.09	193.81
Profit Before Tax	367.44	242.82
Less: Current Tax	101.09	73.99
Less: Deferred tax Liability (Asset)	-7.06	-6.30
Profit after Tax	273.41	175.13

BUSINESS OVERVIEW:

Financial performance:

During the financial year 2022-23 the revenue from operation stood at Rs. 6405.16 Lakhs as compare to Rs. 5317.88 Lakhs during the previous financial year 2021-22, revenue from operations increased by 20.45% in FY 2022-23 as compared to FY 2021-22. The other income of the Company stood at Rs. 17.17 Lakhs in the financial year 2022-23 as compared to Rs. 71.08 Lakhs in previous financial year 2021-22.

Further, during the financial year 2022-23, the total expenses have increase to Rs. 6054.89 lakhs from Rs. 5146.15 lakhs in the previous financial year 2021-22. The Net Profit for the financial year 2022-23, stood at Rs. 273.41 Lakhs in comparison to profit of Rs. 175.13 Lakhs in previous year 2021-22 i.e. Increase in net profit by 56.12% as compared to previous year.

Dividend:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2022-23.

Transfer to General Reserve:

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Change in Nature of Business:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Share Capital:

Authorized Capital

The Authorized Capital of the Company is Rs. 10,10,00,000/- divided into 10100000 Equity Shares of Rs. 10/- each. Issued, Subscribed & Paid-Up Capital

During the year, pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on May 10, 2022, has allotted total 24,00,000 Equity Shares Rs. 10/- each at price of Rs. 36/- 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 present Paid-up Capital of the Company is Rs. 7,85,00,000/- divided into 7850000 Equity Shares of Rs. 10/- each.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

During the year, the Company filed Prospectus to the Registrar of the Company, Ahmedabad on April 26, 2022.

The Public Issue was opened on Friday, April 29, 2022 and closed on Thursday, May 05, 2022. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on May 10, 2022. The Company applied for listing of its equity shares to NSE and it has granted its approval vide its letter dated May 12, 2022. The trading of equity shares of the Company commenced w.e.f. May 13, 2022 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2022-23 have been paid.

Utilisation of IPO Proceeds:

The Company raised funds of Rs. 864.00 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

(Jin Lakhs)

Sr. No.	Original Object	Original Allocation	Funds Utilized
1.	To Meet Incremental Working Capital Requirements	624.00	624.00
2.	General Corporate Purpose	200.00	200.00
3.	Public Issue Related Expenses	40.00	40.00

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total No. of Committee¹			No. of Shares held as on March 31, 2023
Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Director Ships in other co.²	in which Director is Members	in which Director is Chairman	No. of Shares held as on March 31, 2023
Mr. Ramji Shrinarayan Pandey	Chairman and Managing Director	December 27, 2021	2	1	-	2250000 Equity Shares
Mrs. Seema Pandey	Whole time Director	November 06, 2017	1	-	-	842000 Equity Shares
Mr. Ketan Vallabhdas Modi	Whole time Director	December 27, 2021	-	1	-	1250000 Equity Shares
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	January 04, 2018	-	2	1	-
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	January 04, 2018	-	2	1	-
Mrs. Dipti Ketan Modi	Non-Executive Director	November 06, 2017	1	-	-	466000 Equity Shares

During the year under review, Board of Directors of the Company met 9 (Nine) times as on April 25, 2022, May 10, 2022; May 30, 2022; June 24, 2022; June 27, 2022; July 27, 2022; November 14, 2022; February 01,2023; March 30, 2023.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Ramji Shrinarayan Pandey	29/09/2017	-	9	9
Mrs. Seema Pandey	29/09/2017	-	9	9
Mr. Ketan Vallabhdas Modi	29/09/2017	-	9	9
Mrs. Dipti Ketan Modi	06/11/2017	-	9	9
Mr. Chintan Ashokbhai Mehta	04/01/2018	-	9	9
Mr. Vipulchandra Sureshchandra Acharya	04/01/2018	-	9	9

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr.No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	26th August, 2022

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two NonExecutive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 30, 2023 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Information on Directorate:

During the year under review, there was no change in constitution of the Board of Directors of the Company. Except below:-

a) Retirement by rotation and subsequent re-appointment:

i. Mrs. Seema Pandey (DIN: 02815113), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 6th Annual General meeting.

Key Managerial Personnel:

During the year under review:

a) Mrs. Puja Paras Mehta, Company Secretary & Compliance officer of the Company tendered her resignation w.e.f. 24th June, 2022.

b) Mrs. Archanaba Krunalsinh Gohil was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 25th June, 2022.

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Ramji Shrinarayan Pandey, Chairman & Managing Director of the Company. Further, Mr. Manish Kumar Pandey and Mrs. Archanaba Krunalsinh Gohil are acting as Chief Financial Officer and Company Secretary respectively.

Change in Registered office:

During the year, there was no change in Registered Office of the Company.

Performance Evaluation:

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Directorsâ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis;

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times viz on May 30, 2022, July 27, 2022, November 14, 2022 & February 01, 2023.

Name	Category	Designation	Number of meetings during the financial year 2022-23
			Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	Chairperson	4	4
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Member	4	4
Mr. Ramji Shrinarayan Pandey	Executive & Non-Independent	Member	4	4

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

B. Stakeholderâs Grievance & Relationship Committee:

The Company has constituted Stakeholderâs Grievance & Relationship Committee mainly to focus on the redressal of Shareholdersâ / Investorsâ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholderâs Grievance & Relationship Committee met 4 (Four) times June 24, 2022, July 27, 2022, November 14, 2022 and February 01, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2022-23
			Eligible to attend	Attended
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Chairperson	4	4
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive Independent Director	Member	4	4
Mr. Ketan Vallabhdas Modi	Executive & Non-Independent	Member	4	4

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times June 24, 2022, July 27, 2022 and March 30, 2023.

Name	Category	Designation	Number of meetings during the financial year 2022-23
			Eligible to attend	Attended
Mr. Vipulchandra Sureshchandra Acharya	Non-Executive & Independent	Chairperson	3	3
Mr. Chintan Ashokbhai Mehta	Non-Executive & Independent	Member	3	3
Mrs. Dipti Ketan Modi	Non-Executive & Non-Independent	Member	3	3

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.sonuinfratech.com and is annexed to this Report as Annexure - A.

Remuneration of Director:

The details of remuneration paid during the financial year 2022-23 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. www.sonuinfratech.com/annual_returns.html

PUBLIC DEPOSIT:

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Companyâs website on www.sonuinfratech.com/annual_returns.html

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Armâs Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the company as per the last audited financial statements, whichever is lower) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Further, no transaction involving payments to a related party with respect to brand usage or royalty individually or taken together with previous transactions during a financial year, exceeding five percent of the annual consolidated turnover of the company as per the last audited financial statements took place.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.sonuinfratech.com/policy.html.

DISCLOSURE OF REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - B, which forms part of this Report.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company does not have any Subsidiaries.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companyâs operations in future.

MATERIAL CHANGES AND COMMITMENT:

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2022-23, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:-

i) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. TECHNOLOGY ABSORPTION:-

i) The effort made towards technology absorption: Not Applicable.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:-

i) Details of Foreign Exchange Earnings: Nil

ii) Details of Foreign Exchange Expenditure: Nil SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companyâs internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - C.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W), were re-appointed as Statutory Auditors of your Company at 4th Annual General Meeting held on 30th November 2021, for the period of 5 consecutive years for a term till the conclusion of 9th Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure-D to this Report.

GENERAL DISCLOSURE:

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future;

(vi) Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors

Platinum 404, 4th Floor, Park Colony, For, SONU INFRATECH LIMITED

Opp. Joggers Park, Jamnagar - 361008.

Ramji Shrinarayan Pandey Seema Pandey

Place : Jamnagar Chairman & Managing Director Whole time Director

Date : 26/07/2023 DIN: 02815473 DIN: 02815113

Committee includes Audit Committee, and Shareholdersâ Grievances & Relationship Committee across all Public Companies including our Company.

Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Board Meeting

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