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Sonu Infratech Ltd Directors Report

99.95
(1.99%)
Oct 10, 2025|12:00:00 AM

Sonu Infratech Ltd Share Price directors Report

Dear Shareholders,

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 Companys 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 Companys 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 Consolidated-Year Ended
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 Companys 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 Companys 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:

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 Groups 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 Companys 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:

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

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

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 companies No. of Committee in which Director is Member No. of in which Director is Chairman Shares held as on March 31, 2025
Mr. Ramji Shrinarayan Pandey Chairman and Managing December 27, 2021 2 1 - 23,30,000
Mrs. Seema Pandey Director Whole time Director December 27, 2021 1 - - 9,12,000
Mr.Ketan Vallabhdas Modi Whole time Director December 27, 2021 - 1 - 13,30,000
Mr. Arpitkumar Pandey Executive Director March 09, 2024 2 - - 1,70,000
Mr. Sonu Ramjibhai Pandey Executive Director March 09, 2024 1 - - 1,90,000
Ms. Dipti Ketan Modi Non-Executive Director November 06, 2017 1 - - 5,36,000
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 2 6 2 -
Mr. Subhrajit Chowdhury Non-Executive Independent March 09, 2024 Director - - - -

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

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.

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.

The details of attendance of each Director at the Board Meetings are 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. 2024-25
Mr. Ramji Shrinarayan Pandey 24 24 Yes
Mrs. Seema Pandey 24 24 Yes
Mr. Ketan Vallabhdas Modi 24 24 Yes
Ms. Dipti Ketan Modi 24 24 Yes
Mr. Chintan Ashokbhai Mehta 24 24 Yes
Mr. Vipulchandra Sureshchandra Acharya 24 24 Yes
Mr. Arpitkumar Ramji Pandey 24 24 Yes
Mr. Sonu Ramjibhai Pandey 24 24 Yes
Mr. Subhrajit Sukanta Chowdhury 24 24 Yes

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. Extra Ordinary General Meeting August 05, 2024
2. Annual General Meeting September 26, 2024
3. Extra Ordinary General Meeting January 16, 2025

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 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

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;

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.

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.

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 8th 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:

Mr. Ramji Shrinarayan Pandey- Chairman & Managing Director

Mrs. Seema Pandey- Whole Time Director

Mr. Ketan Vallabhdas Modi- Whole Time Director

Mr. Manish Kumar Pandey- Chief Financial Officer

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:

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, 4th 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, 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 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 2024-25
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 Chairman & Managing Director Member 3 3

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

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.

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

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 2024-25
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, 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.

During the year under review, Nomination and Remuneration Committee met 2 (Two) time August 31, 2024 and February 14, 2025.

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 2024-25
Eligible to attend Attended
Mr. Vipulchandra Sureshchandra Acharya Non-Executive Independent Director Chairperson 2 2
Mr. Chintan Ashokbhai Mehta Non-Executive Independent Director Member 2 2
Mrs. Dipti Ketan Modi Non-Executive Non- Independent Director Member 2 2

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 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 2024 25 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

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
1. 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 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

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.

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 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 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 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 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 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.

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 2024 25.

The Secretarial Audit Report is annexed as Annexure E to this Board Report.

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

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 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 Companys 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 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.

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 Chairman & Managing Director Seema Pandey Whole time Director
Place: Jamnagar DIN: 02815473 DIN: 02815113
Date: August 30, 2025

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