Sona Machinery Ltd Directors Report

Dear Shareholders,

The Directors of your Company take pleasure in presenting their 05th Annual Report on the operations of the Company and the Audited Financial Accounts of the Company for the year ended 31 st March, 2024.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY: (RUPEES IN LAKHS)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	9529.71	8096.63
Other Income	38.56	15.91
Total Income	9568.27	8112.54
Cost of Material consumed	5478.12	5126 .18
Purchases of Stock-in-Trade	359.56
Change in Inventory of Finished Goods	-463.42	-63.06
Employee Benefit Expenses	1329.36	941.00
Finance Cost	14.10	51.43
Depreciation & Amortization Expenses	120.47	88.55
Other Expenses	1327.20	909.87
Total Expenses	8165.38	7053.95
Current tax	373.42	287.58
(Short)/Excess provision for earlier years	-1.63	7.16
Deferred Tax	-11.04	-9.76
Profit/(Loss) after Tax	1046.76	767.85
Earnings per share ()
Basic	10.15	7.60
Diluted	10.15	7.60

OPERATIONS

The Company has reported total income of Rs. 9568.27/- (figure in Lakhs) for the current financial year as compared to Rs. 8112.54/- (figure in Lakhs) in the previous financial year. The Net Profit / (Loss) for the year under review amounted to Rs 1046.76/- (figure in Lakhs) in the current year as compared to Loss of Rs. 767.85/- (figure in Lakhs) in the previous year. 65

WEBSITE

www.sonamachinery.com is the website of the Company. All the requisite details, policy are placed on the website of the company.

TRANSFER TO RESERVES

During the financial year, the company has proposed to be transfer Rs. 1046.76 /- (figure in Lakhs) to the Reserves.

DIVIDEND

Due to Conservation of Resources, the Company have not recommended any dividend for year ended March 31,2024.

CHANGE IF ANY IN THE NATURE OF BUSINESS

There had been no change in the nature of business of your Company during the period under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review,

1. The Company increased its Authorised share capital from Rs. 10,00,000 (Rupees Ten Lakhs Only) divided into 1,00,000 equity shares of Rs. 10 each, to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity shares of Rs. 10 Each, on 11/09/2023

2. The Company issue Bonus Equity share of Rs. 10,00,00,000 divided into 1,00,00,000 fully paid of Rs. 10/- each in the proportion of 100:1 i.e. 100 (One Hundred) new equity shares of Rs. 10/- each for every 1 (One) existing equity share of Rs. 10/- on 13/09/2023.

3. The Company converted from a private limited company to a public company limited w.e.f., 17/10/2024.

4. The company came up with Initial Public Offer of 36,24,000 Equity shares of Rs. 10 each with the premium of Rs. 133 each, which got subscribed by 254 times and the company successfully got listed on NSE (SME) Portal on 13/03/2024.

Other than those mentioned above, there were no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2024 shall be placed on our website https://www.sonamachinery.com/ in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014.

SUBSIDIARY/ASSOCIATE/JOINT - VENTURE COMPANY

The Company does not have any joint - venture, Subsidiary and Associate Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-24, the Company entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder.

The details of the related party transactions are set out in the Notes forming part of Financial Statement of the Company.

The Form AOC -2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure -1 to this report.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the standalone financial statements. (Please refer to Notes to the standalone financial statements).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

CHANGES IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company has been shifted within the local limit of city from 228 3rd Floor State Bank Nagar, Paschim Vihar-1, West Delhi, Delhi, India 110063 to 701 7th floor KLJ tower Plot No. B-5, Netaji Subhash Place, Maurya Enclave, North West Delhi, Delhi, India, 110034 with effect from 07/11/2023

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the financial year under review, there were following changes in the directorship/KMP of the company.

On 13th September 2023, Ms. Supriya was appointed as the Company Secretary of the company.

This appointment brought a fresh addition to the key management team, the same was for taking on the responsibility of ensuring compliance with statutory and regulatory requirements.

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On 1st November 2023, Mrs. Shweta Baisla was appointed as the Chief Financial Officer (CFO). Her appointment as CFO positioned her as a vital member of the financial leadership team, responsible for overseeing the financial operations of the Company. On the same day, Ms. Supriya assumed an additional role as Compliance Officer, adding to her duties as Company Secretary. This dual responsibility highlights Supriyas growing involvement in the companys compliance and governance matters.

On 6th November 2023, Mr. Vasu Naren (DIN: 06915821), who was appointed as the director (Executive) was redesignated and appointed for the role of Chairman and Managing Director of the Company.

On the same day, 6th November 2023, Mrs. Shweta Baisla, holding DIN 09652443, was appointed as a Whole-Time Director (WTD), in addition to her role as CFO of the Company.

Also, on 6th November 2023, the board welcomed two new Independent Directors. Mr. Naman Jain (DIN 08359842), was appointed as an Independent Director, Non-executive, bringing in external oversight and expertise. Alongside him, Mr. Preet Kumar (DIN 10371737), was also appointed as an Independent Director. Their appointments enhance the boards independence and governance, providing diverse perspectives to the companys leadership.

Looking ahead, on 20th January 2024, Mr. Narender Kumar, who has served as Director, resigned from his position. Mr. Narender Kumar (DIN 02567312), has been an integral part of the companys board, and his resignation will mark the end of his tenure.

On the same date, 20th January 2024, Mr. Akash Kumar Basal (DIN 10469091), joined the board as an Independent Director. His appointment is expected to bring new insights and strengthen the independent oversight within the company.

Below is a chronological summary of the recent changes in the companys leadership and key management positions, presented in a tabular format for clarity:

Sr. No	Name of Directors/ KMP	Designation	DIN	Date of Appointment/ Resignation	Appointment/ Resignation/ Change in Designation
1.	Supriya	Company Secretary	-	13/09/2023	Appointment
2.	Shweta Baisla	CFO	-	01/11/2023	Appointment
3.	Supriya	Compliance officer	-	01/11/2023	Appointment
4.	Vasu Naren	Chairman & MD	06915821	06/11/2023	Change in Designation
5.	Shweta Baisla	WTD	09652443	06/11/2023	Change in Director
6.	Naman Jain	Independent Director	08359842	06/11/2023	Appointment
7.	Preet Kumar	Independent Director	10371737	06/11/2023	Appointment
8.	Narender Kumar	Director	02567312	20/01/2024	Resignation
9.	Akash Kumar Bansal	Independent Director	10469091	20/01/2024	Appointment

All the Independent Directors of your Company have submitted their declaration confirming that they meet the criteria of ‘Independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the executive directors. The policy of the Company on appointment and remuneration includes criteria for determining qualifications, positive attributes and independence of a director. The same is also available on the website of the Company at www.sonamachinery.com.

The details of familiarization programmes to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and related matters are available on the website of the Company at www.sonamachinery.com.

AUDITORS AND AUDITORS REPORT

Statutory Auditor and Report

M/s. Sanjay V Gupta & Associates, Chartered Accountants (Firm Registration No- 018701N) Delhi, has resigned on 05.09.2023 from the post of Statutory Auditors of the Company resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused by the resignation of auditors shall be filled by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company. Whereas, the audit of accounts of the Company for the FY 2022-23, has been already done by M/s. Sanjay V Gupta & Associates, Chartered Accountants (Firm Registration No- 018701 N), the Board of Directors of the Company recommended at its meeting held on 6th September, 2023 the name of M/s R K Jagetiya & Co., Chartered Accountants, (Firm Registration No. 146264W), Mumbai to be appointed as Statutory Auditors of the company to fill the casual vacancy from the conclusion of this Annual General meeting until the Conclusion of the next Annual General Meeting to be held in year 2024.

M/s R K Jagetiya & Co., Chartered Accountants, (Firm Registration No. 146264W), Mumbai have conveyed their consent to be appointed as the Statutory Auditors of the Company for financial year 2023-24 along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

There are no adverse qualifications in the report of the Auditor under review. The observation made in the Auditors Report read with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013

The Audit Committee and the Board of Directors at their meeting held on 31/08/2024 took note that M/s R K Jagetiya & Co., Chartered Accountants, are not seeking re-appointment as Statutory Auditors at forthcoming AGM purely on account of their internal reasons and that it has nothing to do with the Company in any manner whatsoever, and accepted their request to retire at the conclusion of the forthcoming AGM of the Company.

The Board of Directors of the Company at its meeting held on 31/08/2024 , on the basis of the recommendations of the Audit Committee, recommended for the approval of the Members, the appointment of M/s. Sanjay V Gupta & Associates, Chartered Accountants (Firm Registration No- 018701N) Delhi, as the Statutory Auditors of the Company, for a period of 5 (five) consecutive financial years from the conclusion of this AGM till the conclusion of the 10TH AGM on remuneration, terms and conditions as may approved by the Board.

The proposal for appointment of M/s. Sanjay V Gupta & Associates, Chartered Accountants as Statutory Auditors of the Company is listed as an item in the Notice convening the forthcoming AGM of the Company, for necessary approval of the shareholders. M/s. Sanjay V Gupta & Associates, Chartered Accountants registered with the Institute of Chartered Accountants of India. It has its office at WZ-1003 Rani Bagh Delhi-110034.

Auditors Report to the shareholders for the financial year ended 31st March, 2023, does not contain any qualification.

Secretarial Auditors and their Report

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M R S & Associates, Company Secretaries (Firm Unique Code S2019DE678300), holding a valid certificate issued by the Peer Review Board (Certificate No. 2517/2022) of the Institute of Companies Secretaries of India (ICSI), was appointed as the secretarial auditor of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year 2023-24 is annexed to this Directors Report as ‘Annexure 2. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Internal Audit

During the financial year under review, an audit plan is rolled out with approval of the Board to conduct a Half yearly internal Audit of the Company. The company appointed G.K Sureka & Co. Chartered Accountants as the internal auditor for the half year audit form September 2023 to March 2024. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2024, in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is as under:

A) CONSERVATION OF ENERGY

i. Energy conservation measures taken - N.A.

ii. Additional Investments and proposals, if any, being implemented for reduction of consumption of energy - N.A.

iii. Impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact in the cost of production of goods - N.A.

iv. Steps taken by the Company for utilizing alternate sources of energy - N.A.

v. Capital investment on energy conservation Equipment - N.A.

B) TECHNOLOGY ABSORPTION

i. Efforts made in technology absorption - N.A.

ii. Specific areas in which R & D carried out by the Company and Benefits derived as a result of R & D - N.A.

iii. Technology imported during last three years - None

iv. The future plan of action - None

v. Expenditure in R & D - Nil

vi. Technology Absorption, adaptation and innovation efforts & benefits to the Company - N.A.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Foreign exchange earned in term of actual inflows during the financial year 2023-24 was Rs. 32.28 Lakhs

ii. Foreign exchange outgo in term of actual outflows during the financial year 2023-24 was Rs. 233.60 Lakhs

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee (‘ICC) is in place to redress complaints of sexual harassment

and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

During the financial year under review, no complaints were filed pertaining to sexual harassment of woman employee in terms of the PoSH Act, the following is the summary of the complaints received and disposed - off during the financial year 2023-24:

No. of complaints received: NIL No. of complaints disposed of: NIL

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently, and have 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 for the financial year 2023-24.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

5. 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.

REPORTING OF FRAUDS BY AUDITORS:

During the Year under review, the Statutory Auditors have not reported under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be reported in the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Companys CSR initiatives align with the core purpose aforestated by prioritizing in areas of skilling, education, environment sustainability and health. During the year under review, the unveiling of ‘SONA.

The detailed information on CSR initiatives undertaken by your Company during the financial year

ended 31 March 2024 is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors Report as ‘Annexure 3.

NUMBER OF MEETING OF THE BOARD:

There were 31 meetings of Board of Directors, 5 Audit committee and 1 NRC Committee held during the financial year 2023-24. The status of the attendance of the Board of Directors are as follows:

S.no.	Name of Directors	No. of Board Meetings Held	No. of Board Meeting Attended
1	Vasu Naren	31	31
2	Narendra Kumar	31	23
3	Shweta Baisla	31	31
4	Naman Jain	31	16
5	Preet Kumar	31	16
6	Akash Kumar Bansal	31	9
S.no.	Name of Directors	No. of Audit Committee Meeting Held	No. of Audit Committee Meeting Attended
1	Shweta Baisla	5	5
2	Naman Jain	5	5
3	Preet Kumar	5	5
S.no.	Name of Directors	No. of NRC Meeting Held	No. of NRC Meeting Attended
1	Naman Jain	1	1
2	Preet Kumar	1	1
3	Narender Kumar	1	1

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Naman Jain, Preet Kumar and Akash Kumar Bansal.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015. In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17,17A, 18,19, 20, 21,22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

DETAILS OF NON-COMPLIANCE

The Company has complied with the requirement of various rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India (‘SEBI) or any other statutory authority relating to the capital markets. No penalties or strictures have been imposed by them on the Company.

MANAGING DIRECTOR AND CFO CERTIFICATION:

The Managing Director and the CFO have issued certificate pursuant to the provisions of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations certifying, inter alia, that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the companys affairs. The said certificate is annexed to this report as "Annexure-4".

COMPANYS POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;

In compliance with the requirements of Section 178 of the Act, SEBI Listing Regulations, 2015 and any other re-enactment(s) for the time being in force, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website.

Nomination and Remuneration Policy is available at the website of the Company https://www.sonamachinery .com. The Board has adopted Nomination and Remuneration policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration policy of the company acts as a guideline for determining, inter alia, qualifications, positive attributes and independence of a director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Directors and Key Managerial Personnel.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive / Independent Director.

PARTICULARS OF EMPLOYEE UNDER SECTION 197(12):

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors Report as ‘Annexure 5.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Directors Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

SHARE CAPITAL:

A) AUTHORISED SHARE CAPITAL

During the Financial Year 2023-24, the authorized share capital of the Company increased

from Rs 10,00,000/- (Rupees Ten Lakhs Only) divided in to 10,000 Equity Shares of Rs. 10 (Rupees Ten) Each to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity shares of Rs. 10 each.

B) ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

During the Financial Year 2023-24, the paid-up Share Capital of the Company increased from Rs. 10,00,000/- (Rupees Ten Lakhs Only) divided in to 1,00,000 Equity Shares of Rs. 10/- (Rupees Ten) Each, to Rs. 13,72,40,000/- (Rupees Thirteen Crore Seventy-two Lakh Forty Thousand only) divided into 1,37,24,000 (One Crore Thirty-Seven Lakh Twenty-Four thousand) Equity shares of Rs. 10 Each. In Which Paid-up capital of Rs. 10,00,00,000 was raised through the issue of Bonus Equity shares on 13/09/2024 in the ratio of 1:100 by issue of 1,00,00,000 (One Crore) equity share of Rs. 10 each and the paid-up share capital of Rs. 3,62,40,000 (Rupees Three Crore Sixty-Two Lakhs forty thousand only) wa raised through initial public offer of 36,24,000 equity shares of Rs. 10 each and premium of Rs. 133 each.

C) During the Financial Year 2023-24 Company has issued Bonus Shares.

D) During the Financial Year 2023-24 Company has not issued equity shares with differential rights/ Buy Back of Securities/ Issue of Sweat Equity Shares / Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of employee stock options: The Company has not issued any shares as employee stock options scheme during the year under consideration. As of now the company is not planning for ESOP.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on SME-Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. March 13, 2024 and the Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0Q6H01012.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control system is commensurate with the activities and functions carried out by the Company.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING:

During the financial year under review, the company requirement for Internal Financial Control over financial reporting is now applicable to our company following its conversion from a private

limited company to a public limited company.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), amount referred under Section 125 (2) shall be credited to Investor Education and Protection Fund. However, there were no such amounts which are covered under the said section 125 read with the applicable rules that needed to be transferred to IEPF.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the period under review, no application has been made or any proceeding pending under Insolvency and Bankruptcy Code, 2016.

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

No one time settlement was done by the company during the period under review. Hence, valuation is not required.

MAINTENANCE OF COST RECORDS

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported in the last financial year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance, which forms part of this Annual Report.

The policy is available on the Companys website at www.sonamachinery.com/investors.

AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE

Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship committee and Internal Complaint Committee is required to be constituted.

The detail of Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship committee and Internal Complaint Committee are on the website of the Company https://www.sonamachinery.com/investors.

PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"), as amended, your Company has adopted a ‘Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information(UPSI) to regulate, monitor and report trading by designated persons in listed securities of your Company ("the Code").

The Code aims at preserving and preventing misuse of UPSI. All Designated Persons of your Company are covered under the Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company. PAN based online tracking mechanism for monitoring of the trade in your Companys securities by the "Designated Persons" and their relatives is in place to ensure real time detection and taking appropriate action, in case of any non-compliance with the provisions of the Code.

The Board, designated persons and other connected persons have affirmed compliance with the Code.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The management discussion and analysis report for the financial year 2023-24, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate statement in the annual report. This report offers a consolidated perspective on economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders. It includes reporting requirements as stipulated by Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

APPRECIATION

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, adaptability, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the co-operation and support extended by the Share Holders, various authorities, banks, dealers and vendors. The Directors also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the employees of the Company.