Sotefin Bharat Ltd Directors Report

TO THE MEMBERS OF SOTEFIN BHARAT PRIVATE LIMITED (formerly known as: Sotefin Parking Private Limited)

Your Directors are pleased to present herewith their 13^rd Annual Report together with the audited statements of account of the Company for the financial year ended 31^st March, 2025.

1. CHANGE OF COMPANYS NAME FROM SOTEFIN PARKING PRIVATE LIMITED TO SOTEFIIN BHARAT PRIVATE LIMITED

As the members are aware the Company is engaged in the business of manufacturing Automatic Car Parking Systems and providing services in that field since its inception in the year 2012. It has executed many large projects including Government Projects during its journey of 13 years and has gained goodwill and strong foothold in this line of business. Your Directors want to effectively position the Companys brand all over India and, therefore, after receiving the members approval, approached the Ministry of Corporate Affairs (“MCA”) for its approval to the proposed change in name by substituting the word “Bharat” in place of “Parking”. The change of name became effective from January 01, 2025 upon issuance of a Fresh Certificate of Incorporation by MCA in the new name, SOTEFIN BHARAT PRIVATE LIMITED. Your Board is hopeful of facing better business opportunities and expansion of the business throughout the length and breadth of the Country.

2. FINANCIAL RESULTS

An extract of the financial result is provided below: -

3. DIVIDEND

Your Board has decided to plough back the surplus into the business for future development and has, therefore, not recommended any dividend for the FY ended March 31, 2025.

4. TRANSFER TO RESERVE

Your Board dose not proposes to transfer any amount to the General Reserve.

5. MATERIAL CHANGES AND COMMITMENTS OCCURRING AFTER THE END OF FINANCIAL YEAR

No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and the date of this report.

6. WEBSITE

Your Company has a website: https://mvw.sote/inbliarat.com highlighting its various activities so that your Company can be reached by everybody online.

7. QUALITY ASSURANCE CERTIFICATION (ISO 9001: 2015 Registration)

Your Directors are pleased to state that your Company is a proud recipient of the QA Certificate ( No. INI 9/06028 ) corresponding to ISO.9001:2015. This assures our customers of quality services and products being provided by the Company.

The company is already in the process of applying for obtaining certificate corresponding to ISO : 27001

8. CONSERVATION OF ENERGY

Your Companys operations do not involve high level of energy consumption and there are no major areas where energy conservation measures could be meaningfully taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means are being practiced.

9. TECHNOLOGY ABSORPTION

The Company does not have any technical collaboration arrangement.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings in foreign exchange during the year Rs. 962.31 Lacs on account of export of parking system and Outgo in foreign exchange during the year Rs. 966.05 Lacs on account of purchase of raw materials and travelling expenses.

11. DEPOSITS

The Company has not accepted any deposits from public.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

13. RELATED PARTY TRANSACTIONS

Your Company has not entered into any material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, and which were not in the ordinary course of business and that there had been no material individual transactions with related parties or others, which had been undertaken not on an arms length basis during the financial year 2024-25.

14. SHARES

a. Authorised Share Capital of the Company was increased twice as stated below -

i) The Company has increased its Authorised Share Capital from Rs. 1,00,00,000 to Rs. 1,20,00,000 on 17.05.2024 and again from Rs. 1,20,00,000 to Rs. 25,00,00,000 on 19.05.2025.

ii) Issued and allotted 11,57,124 equity shares on preferential allotment basis; and

iii) Issued on 24.06.2025, 1,15,71,240 fully paid up bonus shares in the ratio of 10 equity shares for every 1 share held.

b. The Company has not bought back any of its shares during the year under review.

c. Company has not issued shares with differential voting rights during the year under review.

d. The Company has not issued any Sweat Equity Shares during the year under review.

e. The Company has not provided any Stock Option Scheme to the employees.

15. POLICY ON RISK MANAGEMENT

The Company does not have a Risk Management Policy as the elements of risk threatening the Companys existence are minimal.

16. CSR INITIATIVES

During the FY under report your Company has initiated CSR activities by making a contribution of Rs. 10,00,000/- (Rupees Ten Lacs) to Prime Ministers National Relief Fund.

17. BOARD MEETINGS HELD

During the financial year ended 31^st March 2025, 7 (seven) meetings of the Board of Directors of the Company were held viz., on- respectively.

18. DIRECTORS

Dr. Monalisa Ghosh (DIN 03491551) was appointed as Additional Director of the Company on May 07, 2025. She holds office upto the date of the ensuing 13th Annual general Meeting and is eligible for appointment as a Director by the shareholders at that AGM

Although the provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to your Company at this juncture, your Directors, for the sake of good corporate governance, will be seeking the shareholders approval at the ensuing AGM to the appointments of Mr. Sitaram Janardan Kunte (DIN: 02670899), Mr. Durga Shanker Mishra (DIN: 02944212) and Mr Girraj Prasad Garg (DIN: 08923522) as Independent Directors of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have 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 year ended 31^st March, 2025 and of the Profit of the company for that period;

(c) the directors have 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 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 were operating effectively;

(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; and

(g) the Company has proper and adequate systems and processes in place to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, ETC.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture of Associate Company.

22. CONSTITUTION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2014 are not applicable to the Company.

23. AUDITORS & AUDIT REPORT

The members had appointed M/s. S. S. KOTHARI MEHTA & CO. LLP., Chartered Accountants, Firm Registration No. 000756N / N500441, as Statutory Auditors of the Company who hold office till conclusion of the ensuing AGM.

Your directors propose their reappointment as Statutory auditors of the company for another term of 1 (One) year for the Financial Year 2025-26, subject to the approval of the shareholders at the forth coming AGM

The Auditors Report is self-explanatory and, therefore, has not been further explained or commented upon in this Report.

The provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

24. EMPLOYEES

Your Directors are pleased to report cordial relations between the staff and the management.

25. PREVENSION OF SEXUAL HARRASMENT AT WORK PLACE

The Company has zero tolerance towards any action on the part of any executive / staff which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women executive / staff working in the company. The following is a summary of Sexual Harassment complaints received and disposed of during the financial year 2024-25

(a) number of complaints received in the year: NIL;

(b) number of complaints disposed off during the year: NIL; and

(c) number of cases pending for more than ninety days: NIL.

26. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.

27. ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read with section 134(3)(a) of the Act, the Annual Return as on Mach 31, 2025 will be made available on the Companys website at https://www.sotefinbharat.com in due course.

28. FUTURE PROSPECT

Barring enforcing circumstances your directors are optimistic of achieving significant expansion in the companys business in the future years to follow.

29. APPRECIATION AND ACKNOWLEDGMENT

The Directors acknowledge with gratitude the co-operation and assistance received from the Companys bankers and other business associates, central and state government departments and agencies, particularly the Kolkata Municipal Corporation and the Local Police Station. Directors also wish to thank the shareholders for their continued support to the Company. Directors also appreciate the trust reposed by the shareholders on the management. The Board also expresses its appreciation for the support extended by the employees at all levels.