Sonu Infratech Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 9^th Annual report along with Audited Consolidated and Standalone Financial Statements for the financial year ended March 31, 2026.

Financial Highlights:

The Audited Consolidated and Standalone Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("AS"), 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") read with Rule 7 of the Companies

(Accounts) Rules, 2014.

(Rs. In Lakhs)

	Standalone-Year Ended		Consolidated-Year Ended
Particulars	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue From Operations	16,952.22	14,921.94	19,388.06	17,030.47
Other Income	52.92	24.23	55.19	27.33
Total Income	17,005.14	14,946.18	19,443.24	17,057.79
Less: Total Expenses before Depreciation,
Finance Cost and Tax	14,384.39	12,775.96	16,448.49	14,627.05
Profit before Depreciation, Finance Cost and
Tax	2620.75	2,170.22	2994.75	2430.75
Less: Depreciation	552.65	399.43	589.83	431.15
Less: Finance Cost	529.01	442.11	645.56	514.37
Profit Before Prior Period Items and Tax	1539.09	1,328.68	1759.36	1485.23
Prior Period Items	-	-	-	-
Less: Current Tax	403.13	301.80	459.45	342.83
Less: Deferred tax Liability (Asset)	(2.09)	(38.12)	(2.81)	38.29
Less: Income Tax Prior period	-	-	-	-
Profit After Tax	1138.05	988.76	1302.72	1104.11

Business Overview:

Financial Performance on Standalone Basis:

FY25 26 was a year of measured execution for your Company, with continued focus on project delivery, asset creation, and operational efficiency across the infrastructure portfolio. The operating environment remained influenced by input cost volatility, supply chain disruptions, execution bottlenecks, and evolving regulatory and contractual frameworks. Despite these headwinds, the Company maintained execution momentum through disciplined project management, optimized resource deployment, and prudent working capital management, further strengthening its capabilities to deliver complex infrastructure projects at scale.

During the financial year 2025-26, the Company recorded a revenue from operations of 16,952.22 lakhs, as compared to 14,921.94 lakhs in the previous financial year 2024-25, registering a robust growth of 13.61%. This significant increase reflects the Companys continued focus on strengthening its core operations, expanding its market presence, and driving sustainable growth. Other income increased to 52.92 lakhs from 24.23 lakhs. Consequently, Total Income increased to 17,005.14 lakhs, compared with 14,946.18 lakhs in the previous year, reflecting a growth of approximately 13.78%.

Profitability also improved during the year. Profit Before Depreciation, Finance Cost and Tax increased to

2,620.75 lakhs from 2,170.22 lakhs. After providing for depreciation of 552.65 lakhs and finance cost of 529.01 lakhs, the Profit Before Prior Period Items and Tax stood at 1,539.09 lakhs, compared with 1,328.68 lakhs in the previous year, representing an increase of approximately 15.83%.

After accounting for current tax, deferred tax and other applicable tax adjustments, the Profit After Tax (PAT) increased to 1,138.05 lakhs, as against 988.76 lakhs in the previous year, registering a growth of approximately 15.10%.

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

Financial Performance on Consolidated Basis:

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

- 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 2025-26 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.

On a consolidated basis, Revenue from Operations increased to 19,388.06 lakhs from 17,030.47 lakhs, registering a growth of approximately 13.85%. Total Income increased to 19,443.24 lakhs, compared with

17,057.79 lakhs in the previous year.

The Profit Before Prior Period Items and Tax increased significantly to 1,759.36 lakhs from 1,485.23 lakhs, an increase of approximately 18.46%. After tax, the Consolidated Profit After Tax stood at 1,302.72 lakhs, compared with 1,104.11 lakhs in the previous year, representing an increase of approximately 17.99%.

Overall, your Company witnessed healthy growth in revenue and profitability during FY 2025-26, with improvement in both standalone and consolidated profit after tax. The increase in operating income, together with improved profitability, reflects the Companys continued focus on operational efficiency and sustainable business growth.

Dividend

Considering the future outlook, a long-term interest and working capital need, the company has not recommended any dividend for the financial year 2025 26.

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

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 no changes were made in the Authorized Capital of your Company:

The Authorized Capital of the Company remains at 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)

Issued, Subscribed & Paid-Up Capital

As of April 01, 2025, the Companys issued, subscribed and paid-up equity share capital was:

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 10/- each.

Changes during the year under review:

1. Conversion of Warrants into Equity Shares:

On December 26, 2025 upon receipt of full consideration, the Company allotted 14,15,764 equity shares at an issue price of 75/- per share (including 65/- premium), aggregating to 7.96 crore, to Promoter, Non-Promoter/Public Category shareholders, pursuant to the exercise of convertible warrants by the allottees.

Following the above transactions, the present Paid-up Capital of the Company as on March 31, 2026 is 11,76,47,640/- (Rupees Eleven crore Seventy-Six Lakh Forty-Seven Thousand Six Hundred Forty) divided into 11764764 (One Crore Seventeen Lakh Sixty-Four Thousand Seven Hundred Sixty-Four) Equity Shares of 10/- (Rupees Ten) each.

Changes after the year under review and before the date of this report:

2. Conversion of Warrants into Equity Shares:

On August 20, 2026 upon receipt of full consideration, the Company allotted 979992 equity shares at an issue price of 75/- per share (including 65/- premium), aggregating to 5.51 crore, to Promoter, Non-Promoter/Public Category shareholders, pursuant to the exercise of convertible warrants by the allottees.

Following the above transactions, the Paid-up Capital of the Company as on date of this report is 12,74,47,560/- (Rupees Twelve Crore Seventy-Four Lakhs Forty-Seven Thousand Five Hundred Sixty) divided into 12744756 (One crore twenty-seven lakhs forty-four thousand seven hundred fifty-six) Equity Shares of 10/- (Rupees Ten) each.

UTILIZATION OF FUNDS RAISED THROUGH CONVERSION OF WARRANTS:

During the year under review, the Company raised funds through preferential allotments of equity shares from conversion of fully convertible warrants. The proceeds have been fully utilized for the purposes stated in the respective offers, with no deviation or variation in the end-use of funds.

The Company raised 7,96,36,725 (Seven crore Ninety-Six Lakh Thirty-Six Thousand Seven Hundred Twenty-Five only) through the conversion of 1415764 warrants convertible into equity shares under a Preferential Issue approved by board of directors in their board meeting held on December 26, 2025. This amount represents 75% of the issue price ( 56.25 per warrant), based on a total issue price of 75 per warrant.

The gross proceeds from the Preferential Issue have been allocated and utilized as detailed below:

(Amount in )

Sr No Original object	Original Allocation	Funds Utilized till March 31, 2026
1 Prepayment of borrowings of the Company, to make requisite investments in subsidiaries/ associates/joint ventures, working capital requirements, to fund the bidding process for work orders from NHAI and other authorities, and other general corporate purposes of the Company	7,96,36,725	7,96,36,725

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of equity shares/warrants/conversion of warrants.

Directors And Key Managerial Personnel

Constitution of Board:

As of March 31, 2026, your Companys Board had 9 (Nine) directors comprising of 5 (Five) Executive Directors, 1

(one) Non-Executive Non-Independent Director and 3 (Three) Non-Executive Independent Directors. The details of Board and Committee composition, tenure of Directors, and other details are as mentioned herewith.

Name of Director	Category Cum	Date of	Total	No. of Committee		No. of
	Designation	Appointment at current term & designation	Director Ships in other compan ies	in which Director is Member	in which Director is Chairman	Shares held as on March 31, 2026
Mr. Ramji Shrinarayan Pandey	Chairman and Managing Director	December 27, 2021	2	1	-	24,20,000
Mrs. Seema Pandey	Whole time Director	December 27, 2021	1	-	-	10,02,000
Mr. Ketan Vallabhdas Modi	Whole time Director	December 27, 2021	-	1	-	14,20,000
Mr. Arpitkumar Pandey	Executive Director	March 09, 2024	3	-	-	2,60,000
Mr. Sonu Ramjibhai Pandey	Executive Director	March 09, 2024	-	-	-	2,80,000
Ms. Dipti Ketan Modi	Non-Executive Director	November 06, 2017	1	-	-	6,26,000
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	3	6	2	-
Mr. Subhrajit Chowdhury	Non-Executive Independent Director	March 09, 2024	-	-	-	-

1 Committee includes Audit Committee, and Shareholders Grievances Committee across all Public Companies including our Company according to Regulation 26 of Listing Regulations ² excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

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.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP) of the Company during the financial year 2025 26:

Sr. No. Name	Designation
1. Mr. Ramji Shrinarayan Pandey	Chairman and Managing Director
2. Mr. Manish Pandey^	Chief Financial Officer
3. Ms. Khushbu Gupta*	Company Secretary and Compliance Officer
4. Mr. Ramji Shrinarayan Pandey^^	Chief Financial Officer
5. Ms. Princess Jain**	Company Secretary and Compliance Officer

^ following the demise of Mr. Manish Pandey he ceased to be the CFO of the company from December 18, 2025 ^^Mr. Ramji Shrinarayan Pandey was appointed as Chief Financial Officer of the company from April 24, 2026.

*Ms. Khushbu Gupta was appointed w.e.f. May 02, 2025 and resigned from her designation as Company Secretary and Compliance Officer w.e.f December 06, 2025 **Ms. Princess Jain was appointed as Company Secretary and Compliance Officer w.e.f December 06, 2025

Information on Directorate

During the year under review, no changes took place in the Directorships except below:

RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mr. Arpitkumar Pandey (DIN: 08043237) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the re-appointment of Mr. Arpitkumar Pandey as a Director for your approval.

Further, the Members of the Company, at their Extra-Ordinary General Meeting held on December 27, 2021, had approved the re-appointment of Mr. Ramji Shrinarayan Pandey, Chairman & Managing Director, Mrs. Seema Pandey, Whole-Time Director, and Mr. Ketan Vallabhdas Modi, Whole-Time Director, for a period of five years with effect from December 27, 2021. Accordingly, their respective terms of office are due to expire on December 26, 2026.

Based on the performance evaluation of the aforesaid Directors and on the recommendation of the NRC, the Board of Directors of the Company ("Board") at its meeting held on September 01, 2026 has approved the reappointment of Mr. Ramji Shrinarayan Pandey, Chairman & Managing Director, Mrs. Seema Pandey, Whole-Time Director, and Mr. Ketan Vallabhdas Modi, Whole-Time Director, for a further period of five years with effect from December 27, 2026, subject to the approval of the Members of the Company at the ensuing AGM and such other approvals as may be required under applicable laws. The aforesaid Directors shall be liable to retire by rotation in accordance with the provisions of the Act and the Articles of Association of the Company, as applicable.

The brief profile and other requisite details of the Directors proposed to be re-appointed, as required under Secretarial Standard-2 ("SS-2") on General Meetings and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing AGM and form part of this Annual Report.

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 14 (Fourteen) times as on 15-Apr-25, 29-Apr-25, 02-May-25, 16-May-25,23-May-25, 04-Aug-25, 30-Aug-25, 23-Oct-2025, 07-Nov-25, 05-Dec-25, 26-Dec-25, 05-Feb-26,11-Feb-26,18-Feb-26.

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 is given below:

Name of Director	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	Presence at the previous AGM of F.Y. 2025-26
Mr. Ramji Shrinarayan Pandey	14	14	Yes
Mrs. Seema Pandey	14	14	Yes
Mr. Ketan Vallabhdas Modi	14	14	Yes
Ms. Dipti Ketan Modi	14	14	Yes
Mr. Arpitkumar Pandey	14	14	Yes
Mr. Sonu Pandey	14	14	Yes
Mr. Chintan Ashokbhai Mehta	14	14	Yes
Mr. Vipulchandra Sureshchandra Acharya	14	14	Yes
Mr. Subhrajit Sukanta Chowdhury	14	14	Yes

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	September 26, 2025

During the year under review, a postal Ballot was also conducted with the agenda of migration of the company from SME EMERGE Platform of NSE to Mainboard platform of NSE and BSE:

Sr. No.	Type of General Meeting	Date of General Meeting
2.	Postal Ballot	March 22, 2026

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2026 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 18, 2026 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.

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;

- 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.

- 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.

- 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.

- 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, 2026, 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, 2026 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

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. As on March 31, 2026, the Board has constituted the following committees.

The Board has approved the terms of reference for each of these committees. All the Committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Act and the Listing Regulations. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee. The composition and the schedule of meets is given hereunder:

Audit Committee

As per the applicable provisions of the Section 177 of the Companies Act, 2013 the Company has constituted Audit Committee comprises following members:

During the year under review, Audit Committee met 5 (Five) times viz on May 23, 2025, August 04 2025, August 30, 2025, November 07, 2025 and February 05, 2026.

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 2025-26
			Eligible to attend	Attended
Mr. Vipulchandra	Non-Executive	Chairperson	5	5
Sureshchandra Acharya	Independent Director
Mr. Chintan Ashokbhai Mehta	Non-Executive	Member	5	5
	Independent Director
Mr. Ramji Shrinarayan Pandey	Chairman & Managing Director	Member	5	5

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 Companys 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

During the year under review, no complaint was received and/ or pending under the Vigil Mechanism/ Whistle Blower Policy of the Company.

Stakeholders Relationship Committee

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the

Companies Act, 2013.

The Company has constituted Stakeholders 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.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times May 23, 2025; August 04, 2025; November 07, 2025 and February 05, 2026.

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

			Number of meetings during the financial year 2025-26
Name	Category	Designation	Eligible to attend	Attended
Mr. Chintan Ashokbhai Mehta	Non-Executive Independent Director	Chairperson	4	4
Mr. Vipulchandra	Non-Executive	Member	4	4
Sureshchandra Acharya	Independent Director
Mr. Ketan Vallabhdas Modi	Whole-time Director	Member	4	4

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

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2026

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 4 (Four) times at May 02, 2025, August 30, 2025, December 05, 2025 and February 18, 2026.

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 2025-26 Eligible to Attended attend
Mr. Vipulchandra	Non-Executive Independent
		Chairperson	4	4
Sureshchandra Acharya	Director
	Non-Executive Independent
Mr. Chintan Ashokbhai Mehta		Member	4	4
	Director
Mrs. Dipti Ketan Modi	Non-Executive Non-	Member	4	4
	Independent Director

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 2025-26 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, 2026 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 Arms 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 2025-26 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys 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

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year (i.e., March 31, 2026) 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

A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the Company acquired majority stake in the following entity and it became a subsidiary of your Company:

Arpit Techno Infra Private Limited

Sr. No. Name of the Company Address of Registered Office	Nature of Business
1. Arpit Techno Infra Private Plot No.117, Royal Pushpa Park Limited 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.

As on March 31, 2026, your Company does not have any material subsidiary in terms of the provisions of the SEBI Listing Regulations, as amended. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 annexed as Annexure C, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours.

In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://sonuinfratech.com/.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2026.

Sexual harassment of women at workplace

The Company has always fostered a safe and inclusive work environment for all employees. 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. 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 Companys 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 non-business 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

Information as required to be given under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in "Annexure D" forming part of this Board Report.

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.

Internal financial control systems and their adequacy

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 have 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, 2026, 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 Companys 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 SME 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)

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2026, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is less than fifty lakh rupees and as per sub-section (6) of section 135 the company does not have any funds in its Unspent Corporate Social Responsibility Account, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company.

Further, the Board of Directors has approved the Corporate Social Responsibility Policy which is available on the Companys Website at https://sonuinfratech.com/policy.

In accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR initiatives in line with its commitment to contribute meaningfully to society.

Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on March 31, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure- E of this report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY25-26 have been utilized for the purpose and in the manner approved by the Board of your 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-F.

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: 126105W), 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.

M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the second term of five consecutive years for a term till the conclusion of Annual General Meeting to be held in the calendar year 2031. Considering their performance and based on the Boards recommendation, the firm has been proposed to be reappointed for a further period of five financial years, commencing from FY 2026 27 and continuing until the conclusion of the AGM to be held in FY 2030-31.

The Auditors Report on the financial statements of the Company for the financial year 2025 26 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.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

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 Companys 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 2025 26.

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 2025-26 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.

Secretarial auditor and their 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 2025-26.

The Secretarial Audit Report is annexed as Annexure G to this Board 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
1. Regulation 6(1A) of SEBI (LODR) Regulations, 2015 Appointment of Compliance Officer	Delay of 30 days in appointment of Compliance Officer	The Company failed to appoint a Compliance Officer within the prescribed time limit of three months from the resignation of the previous Company Secretary on November 20, 2024. The new Company Secretary and Compliance Officer were appointed on May 02, 2025. Consequently, NSE imposed a penalty vide letter dated May 20, 2025 for the delay.	The Management acknowledges the observation. The delay was primarily due to the time taken in identifying and finalising a suitable candidate for the position. The Company subsequently appointed the new Company Secretary and Compliance Officer on May 02, 2025.
			The Company has duly taken note of the penalty imposed by NSE and has paid the same. The Management has strengthened its internal compliance monitoring mechanism to ensure timely appointment of the Compliance Officer and adherence to the applicable statutory and regulatory requirements going forward.
2. As per Regulation 30 read with Schedule III, Part A, Clause 15(b)(iii) of the SEBI (Listing Obligations and	The transcript for earnings call held on June 20, 2025.	In consideration with the Earnings call for the financial results for the Quarter Ended on June 30, 2025 is not available on the website of the company and was not submitted to	The Company was of the view that the said insestor call was a group meeting and, accordingly, the
Disclosure Requirements) Regulations, 2015,		the Stock Exchange prescribed timeline of days. within the five working	transcript of the said call was not required to be prepared and submitted/uploaded
		Earnings Due date call for uploading on Delay by	separately. However, the Company has taken note of the observation and will
		website 20-06- Within 5 2025 working days Not uploaded on the website, nor has been intimated to the stock exchange yet.	ensure compliance with the applicable disclosure requirements within the prescribed timelines going forward.

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 Companys 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 https://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 2025-26, 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.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and your Companys operation in future.

4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the banks or financial institutions.

6. No revisions were made in the financial statements and Directors Report of your Company.

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 Companys 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.