Sophia Traexpo Ltd Directors Report

FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

During the year under review, Company has not made any revenue and recorded a loss of Rs. 11.71 lakhs as against loss of Rs. 11.09 lakhs in the previous year due to operational and technical issues and the plant shutdown, Company could not register revenue in the current financial year.

DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with rules made thereunder as on March 31, 2024. Your Company did not accept any deposit during the period under review.

TRANSFER OF AMOUNT TO GENERAL RESERVE:

The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended March 31, 2024.

DIVIDEND:

The Board of directors do not recommend any dividend for the year as at 31^st March, 2024.

DIVIDEND DISTRIBUTION POLICY:

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the Companys website at https:// sophiatraexpo.com/wp-content/uploads/2023/02/Dividend-Distribution-Policy.pdf.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of your Company during the Financial Year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

LOANS FROM DIRECTORS:

During the Financial Year, the Company has not received any loans from the Directors of the Company.

LISTING OF EQUITY SHARES:

The Equity Shares of the Company are listed on BSE Limited and are infrequently traded.

There is no change in share capital: -

Buy Back of Securities - The Company has not bought back any of its securities. Sweat Equity Shares - The Company has not issued any Sweat Equity Shares. Bonus Shares - No Bonus shares were issued during the year.

Preference Shares/Debentures - Company has not issued any Preference shares/Debentures. Employees Stock Option Plan - Company has not provided any Stock Option Scheme.

DIRECTORS & KEY MANAGERIAL PERSONAL:

Appointment / Re-appointment

There was no Director(s) who ceased / re-elected / re-appointed, during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of your Company, Mr. Yerrapragada Mallikarjuna Rao (DIN: 00905266) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Independent Directors of the company have additionally met 1 time in the financial year 2023-24 including for: -

a. To review the performance of non-independent Directors and the Board as a whole,

b. To review the performance of Board taking into account the views of executive and non-executive directors;

c. To assess the quality, quantity and timeliness of flow of information between the company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc., through various programs. These include orientation programs upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis Further, the Company also makes periodic presentations at the Board and Committee meetings on various aspects of the Companys operations including on Health and Safety, Sustainability, Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan. The details of the Familiarization program for Independent Directors for FY 2023-24 is disclose on the Companys website.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company had met on March 29, 2024 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-a-vis the business of the Company.

CODE OF CONDUCT:

Board of Directors have adopted and oversee the administration of the Companys Code of Business Conduct and Ethics (the Code of Conduct), which applies to all Directors, Officers and Employees of the Company. The Code of Conduct reflects the Companys commitment to doing business with integrity and in full compliance with the law and provides a general roadmap for all the Directors, Officers and Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards.

REMUNERATION POLICY

The Nomination and Remuneration Committee will recommend the remuneration in whatever form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key Managerial Personnel and Senior Management Personnel to the Board for their approval. The level and composition of remuneration/ fee so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration/fee to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure -V and the Remuneration Policy is posted on the website of your Company which may be accessed at https://sophiatraexpo.com/wp-content/uploads/2023/02/Nomination-and-remuneration-policy.pdf

A. DIRECTOR/ MANAGING DIRECTOR

Besides the above Criteria, the Remuneration/ compensation/ commission/ fee/ incentives to be paid to Director/ Managing Director/ Whole Time Director shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval of members by way of Special Resolution, where required, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the Company.

B. NON EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Non-Executive Directors (including Independent Directors) may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

REMUNERATION OF DIRECTORS

During the year under review, the Company had not paid sitting fees and had not reimbursed out of pocket expenses incurred for attending the meeting of the Board/Committees to the Non-Executive Directors including Independent Directors of the Company.

ii. Pecuniary Transactions

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company that have a potential conflict with the interests of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Board has adopted the same. Insider Trading Policy explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares as well as the consequences of violation of norms. Insider Trading Policy is available on the website of the Company at https://sophiatraexpo.com/wp-content/uploads/2023/02/policy-on-unpublished-price-sensitive-information.pdf.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013 the Key Managerial Personnel (KMPs) of the Company during FY 2023-24 are:

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Women Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Yerrapragada Mallikarjuna Rao (DIN: 00905266), the director of your company, liable to retire by rotation, have offered himself for reappointment.

MEETINGS OF BOARD:

During the year, six board meetings were held.

The dates on which the Board meetings were held are May 25, 2023, August 11, 2023, August 29, 2023, November 14, 2023, February 13, 2024 and March 27, 2024.

Notes:

* Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

** Only Audit Committee and Stakeholders Relationship Committee have been considered in terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("Listing Regulations").

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are related to each other.

Independent Director means Director as mandated in Listing Regulations and Section 149(6) of the Companies Act, 2013. All the Independent Directors have given the declaration of their independence at the beginning of the financial year.

None of the Directors on the Board: is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he or she is a Director; holds directorships in more than ten public Companies; serves as Director or as Independent Director (ID) in more than seven listed entities; and who are the Executive Directors serves as ID in more than three listed entities. All the Directors of the Company are appointed/ re-appointed by the Shareholders on the basis of recommendations of the Board and Nomination and Remuneration Committee.

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

AUDIT COMMITTEE:

The management is responsible for the Companys internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audits of the Companys financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The constitution of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

The Audit Committee comprises of Independent Directors and Non-Executive Directors. All members of the Audit Committee are financially literate and bring in expertise in the fields of finance, economics, strategy and management.

The Company Secretary of the Company acts as secretary to the Committee.

During the financial year 2023-24, the Audit Committee met four times viz., on May 25, 2023, August 11, 2023, November 14, 2023, and February 13, 2024. The below table gives the composition and attendance record of the Audit Committee.

The terms of reference of the Audit Committee are to:

i. overseeing the Companys financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;

ii. reviewing and examining with management the quarterly and annual financial results and the auditors report thereon before submission to the Board for approval;

iii. reviewing the Management Discussion and Analysis of the financial condition and result of operations;

iv. reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;

v. formulating in consultation with the Internal Auditor, the scope, functioning, periodicity and methodology for conducting the internal audit;

vi. reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;

vii. evaluating internal financial controls and risk management systems;

viii. reviewing and monitoring the auditors independence and performance and effectiveness of audit process; reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;

ix. recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;

x. Ensure that adequate safeguards have been taken for legal compliance for the Company;

xi. reviewing, approving or subsequently modifying any Related Party Transactions;

xii. in accordance with the Related Party Transaction Policy of the Company; xiii. reviewing the functioning of the Whistle Blowing mechanism; xiv. any other matter referred to by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of three Non-Executive Directors. The terms of reference of the Committee covers evaluation of compensation and benefits for Executive Director(s), Non-Executive Director(s), Senior Management Employees, framing of policies and looking after the issues relating to major HR policies.

During the financial year 2023-24, the Committee met one time i.e., on March 27, 2024.

The terms of reference of the Audit Committee are to:

i. Formulating the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

ii. Recommending to the Board, appointment, remuneration and removal of directors and senior management.

iii. Formulating the criteria for evaluation of independent directors and the Board and carrying out evaluation of every directors performance.

iv. Analysing, monitoring and reviewing various human resource and compensation matters; v. Devising a policy on Board diversity. vi. To do such acts as specifically prescribed by Board and

vii. Carry out such functions, and is empowered to act, in terms of Companies Act 2013, read with rules framed there under, Listing Agreement and rules and regulations framed by Securities Exchange Board of India, including any amendment or modification thereof.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted Stakeholders Relationship Committee consisting of Non-Executive Independent Directors.

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders queries and grievances.

The terms of reference of the Audit Committee are to:

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handle of stakeholders queries and grievances. It primarily focuses on: i. Consider and resolve the grievances of shareholders of the Company with respect to transfer & transmission of shares, non-receipt of annual report, non-receipt of declared dividend, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;

iv. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

v. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

vi. To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

vii. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/ security(ies) certificate(s) of the Company;

viii. Evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company;

ix. Provide guidance and make recommendations to improve investor service levels for the investors;

x. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

xi. Carrying out any other functions contained in the Companies Act, 2013, Listing agreement as well as SEBI (Listing Obligation and disclosure requirements) Regulations, 2015, as amended from time to time; and

xii. Any other matter referred to by the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investment made by the company under section 186 of the Companies Act 2013, during the financial year 2023-24.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures.

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 of the Company for the financial year;

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for its employees and Directors to report concerns about any unethical and improper activity. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower policy is uploaded on the website of the Company at https://sophiatraexpo.com/wp-content/uploads/2023/02/Vigil-Mechanism-Policy.pdf.

RISK MANAGEMENT:

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meeting legal requirements we have an established process of identifying, analyzing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure that we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory related risks. Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are Raw Material Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic and political risks.

AUDIT:

STATUTORY AUDITORS:

In terms of section 139(1) of the Companies Act, 2013, M/s. NSVR & Associates LLP (Firm Regn. No. 008801S/S200060) were appointed as the Statutory Auditors of the Company at 39^th AGM for a period of 5 years till the conclusion of 44th AGM by the members of the Company.

AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. NSVR & Associates LLP (Firm Regn.No.008801S/ S200060), Statutory Auditors in their report for the Financial Year ended 31st March, 2024. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section- 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed Mr. Vemuganti Ramkishan Rao, as the Internal Auditor of your Company. The Internal Auditor is submitting his Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds, errors, accuracy and completeness of the accounting records and timely preparation of financial information. Company has well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the transactions. Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions as suggested are presented to the Audit Committee on regularly basis.

SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mrs. N. Vanitha, Practicing Company Secretary, Hyderabad to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2023-2024 is given in Form No. MR-3 is herewith annexed as Annexure-I and forms part of this Report.

SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks made by Mrs. N. Vanitha, Practicing Company Secretary in her report for the Financial Year ended 31^st March, 2024.

MAINTENANCE OF COST RECORDS:

The requirement of maintenance of cost records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company. Accordingly, the Company has not maintained such accounts and records for the period under review.

COST AUDITORS:

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS:

During FY 2023-24 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Risk Management is overseen by the Board of Directors of the Company on a continuous basis. The Board of Directors oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure - II hereto which forms part of this Report.

OPERATIONS:

Our reputation for excellence and integrity earned through the consistent delivery of quality work & by adhering the standard of business conduct through principles of Corporate Governance continues to be most valuable assets. As we position ourselves for the future, our standard of excellence, integrity and accountability will serve us well. Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and to the date of this Report.

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at www.sophiatraexpo.com.

SUBSIDIARIES:

The Company has no subsidiaries as on 31st March, 2024.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on related party transactions and dealings in related party transactions, as approved by the Board is uploaded on the website which may be accessed at https://sophiatraexpo.com/wp-content/uploads/ 2023/02/Policy-on-Related-Party-ransactions.pdf

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure-III to this report.

CORPORATE GOVERNANCE: N.A.

Company is having paid up equity share capital of Rs.5.10 Crores which is not exceeding Rs.10 crore and Net worth of Rs.4.37 Crores which is not exceeding Rs.25 Crores, as on the last day of the financial year 2023-24. Hence the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-IV.

LISTING FEE:

Companys equity shares are presently listed and traded on the BSE Limited; The Company has paid annual listing fee of BSE Limited for the financial year 2024-25. The Company is regular in paying the listing fee to the BSE Limited.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2023-24 of the Company and the date of this report.

CHANGE IN REGISTERED OFFCIE OF THE COMPANY

The Registered Office of the Company has been changed within the Local limit of the city i.e. from 2nd Floor, Jyothi Pinnacle, Survey No.11, Kondapur Village Serilingampally Mandal and Municipality, Hyderabad- 500084, Telangana to 6-3-1090/B/1 & 2, 4th floor, Mayank Towers Raj Bhavan Road, Somajiguda, Khairatabad, Hyderabad- 500082, Telangana, India with effect from 25th May 2023.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the financial year under review, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the future operations of the Company.

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:

No application was made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year ended on 31st March, 2024.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there are no such cases.

OTHER DISCLOSURES:

There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report except the Change in Registered Office of the Company.

Your Company has not issued any shares with differential voting rights/sweat equity shares.

There was no revision in the Financial Statements.

There are no proceedings, either filed by Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

ACKNOWLEDGEMENTS: