Suntech Infra Solutions Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company with immense pleasure, presenting the 16^th Annual Report on the business and operations of the Company together with the Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31st March, 2025 is summarized as under:

(Amount in Lacs)
PARTICULARS	For the financial year ended on 31.03.2025	For the financial year ended on 31.03.2024
Revenue from Operation	15265.10	9559.45
Other Income	177.48	66.02
Total Income	15442.58	9625.48
Less: Total Expenses	13630.79	8347.27
Profit/ (Loss) before taxation	1811.79	1657.22
Less: Tax Expenses
Current Tax	519.48	482.53
Taxes for earlier year	52.82	22.47
Deferred Tax	28.13	(49.86)
Profit/Loss After Tax	1211.36	1202.08

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2024-25 have been given hereunder:

• The total Revenue from Operation including other income of the Company for the financial year ended 31^st March 2025 amounted to Rs. 15,442.58 Lakhs as against previous year Rs. 9625.48 Lakhs.

• The Profit before exceptional items and tax for the year ended on 31^st March, 2025 is Rs. 1811.79 Lakhs as against Rs. 1278.21 Lakhs of previous year.

• Profit after tax for the financial year is Rs. 1211.36 Lakhs as against Rs. 1202.08 Lakhs of previous year.

3. CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

4. SHARE CAPITAL:

• AUTHORISED SHARE CAPITAL

As on 31st March, 2025, the Authorized Share capital of the company stood at 21,00,00,000/- (Rupees Twenty One Crores Only) divided into 2,10,00,000 (Two Crores Ten Lakh) Equity shares of 10/- (Rupees Ten) each.

Increase in Authorised Share CapitalDuring the year under review, the Company has increased its Authorized Share Capital on two occasions:First Increase:

The he Authorized Share Capital was increased from ?2,60,00,000 (Rupees Two Crore Sixty Lakh only), divided into 26,00,000 (Twenty-Six Lakh) Equity Shares of ?10/- each, to ?15,50,00,000 (Rupees Fifteen Crore Fifty Lakh only), divided into 1,55,00,000 (One Crore Fifty-Five Lakh) Equity Shares of ?10/- each, by creation of additional 1,29,00,000 (One Crore Twenty-Nine Lakh) Equity Shares of ?10/- each, pursuant to the approval accorded by the shareholders at the Extraordinary General Meeting ("EGM") held on 5th April, 2024.

Second Increase:

Subsequently, the Authorized Share Capital was further increased from ?15,50,00,000 (Rupees Fifteen Crore Fifty Lakh only), divided into 1,55,00,000 (One Crore Fifty-Five Lakh) Equity Shares of ?10/- each, to ?21,00,00,000 (Rupees Twenty-One Crore only), divided into 2,10,00,000 (Two Crore Ten Lakh) Equity Shares of ?10/- each, by creation of additional 55,00,000 (Fifty-Five Lakh) Equity Shares of ?10/- each, pursuant to the approval accorded by the shareholders at the EGM held on 11th July, 2024.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As on 31st March, 2025, the issued, subscribed and paid up equity capital of the company stood at 15,38,82,000/- (Rupees Fifteen Crores Thirty Eight Lakhs and Eighty Two Thousand Only) divided into 1,53,88,000 (One Crore Fifty-Three Lakh Eighty-Eight Thousand Two Hundred) Equity shares of 10/-(Rupees Ten) each.

Increase in Paid up Share Capital Issue of Bonus Shares

Pursuant to Bonus issue by the Company, the paid up share capital of the Company is increased from Rs. 2,56,47,000/- (Rupees Two Crore Fifty-Six Lakh Forty-Seven Thousand only) divided into 25,64,700 (Twenty-Five Lakh Sixty-Four Thousand Seven Hundred) Equity Shares of 10/- (Rupees Ten) each to 15,38,82,000/- (Rupees Fifteen Crores Thirty Eight Lakhs and Eighty Two

Thousand Only) divided into 1,53,88,200 (One Crore Fifty-Three Lakh Eighty-Eight Thousand Two Hundred) Equity shares of 10/-(Rupees Ten) each by creation of Additional Capital of 12,82,35,000 / - (Rupees Twelve Crore Eighty Two Lakh Thirty Five Thousand) divided into 1,28,23,500 (One Crores Twenty Eight Lakh Twenty Three Thousand Five Hundred) Equity Shares of 10/-(Rupees Ten) each.

• INITIAL PUBLIC OFFER (IPO)

During the year under review, the Board of Directors approved the Initial Public Offering (IPO) of the Company, comprising a Fresh Issue of 39,74,400 equity shares and an Offer for Sale (OFS) of 11,87,200 equity shares by the Promoter Selling Shareholder. The IPO was undertaken in accordance with Regulations 229(2) and 253(1) of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended.

The Company received in-principle approval from the National Stock Exchange of India Limited (NSE) EMERGE platform on February 28, 2025. Subsequently the equity shares of the Company were listed on NSE EMERGE on July 2, 2025, post the close of the financial year.

As on the date of Board Report the Paid share Capital is Rs. 19,36,26,000 (Rupees Nineteen Crore Thirty-Six Lakh Twenty-Six Thousand Only) divided into 1,93,62,600 (One Crore Ninety-Three Lakh Sixty-Two Thousand Six Hundred Only) Equity shares of 10/-(Rupees Ten) each.

5. CONVERSION OF COMPANY FROM PRIVATE TO PUBLIC

The Company has converted itself from private limited to public limited vide the order of Regional Director, Northern Region and new certificate of incorporation consequent upon conversion into public company was issued on July 2, 2024

6. TRANSFER TO GENERAL RESERVE:

During the year, the 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 the Company.

7. DIVIDEND

With a view of augmenting the financial resources for generating stable growth, the Board of Directors of the Company has decided to carry forward entire profit and hence, they did not propose any dividend for the financial year on equity shares.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in "Annexure- I".

10. DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATES COMPANIES:

During the year no Company has become or ceased to be its subsidiary, joint venture or associate company during the year. At present there is no subsidiary, joint venture or associate companies.

11. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met Twenty Eight times and board meetings were held on the following dates as mentioned in the table:

The Board was duly constituted during the year in accordance with the provisions

of the Companies Act, 2013. Further, the following changes took place in the

composition of the Board during the period under.

• Mr. Vishesh Gupta (DIN: 05169043) resigned from the directorship of the company w.e.f April 30, 2024

• Mr. Priyank Pratap Singh appointed as Chief Executive Officer (CFO) of the Company w.e.f June 7, 2024

• Change in designation of Mr. Gaurav Gupta as Chairman & Managing Director of the Company w.e.f June 08, 2024

• Change in designation of Mr. Parveen Kumar Gupta from Director to Whole Time Director of the Company w.e.f June 08, 2024

• Ms. Kanika, appointed as Company Secretary of the Company w.e. f June 8, 2024.

• Mrs. Sneh Lata Gupta (DIN: 08380871) resigned from the directorship of the Company w.e.f June 14, 2024.

• Change in designation of Ms. Shikha Gupta (DIN: 08380950) from executive to non-executive director of the company w.e.f August 03, 2024.

After the closure of financial year, Ms. Kanika, Company Secretary of the Company has resigned from the post of Company Secretary W.e.f 15^th July, 2025 and Ms. Bhawna Kapoor, appointed as Company Secretary of the Company w.e.f July 21, 2025.

None of the Directors are disqualified from being appointed or re-appointed as director in terms of Section 164 of the Companies Act, 2013. The directors of the Company have made necessary disclosures under section 184 of the Companies Act, 2013.

Declaration by an Independent Director(s) and re- appointment, if any

The Company has received necessary declaration from each independent director that he meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Board of the Company has taken the disclosures on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

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.

Formal Annual Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Policy for performance evaluation process of the Board, its Committees and Directors. NRC Policy of the company is available on Company''s website at link https://suntechinfra.com/?page id=4233

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. COMMITTEES OF THE BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

a) Audit Committee

The constitution and the terms of reference of the Audit Committee are in compliance with Section 177 and other applicable provisions, if any, of the Companies Act, 2013 including the rules framed thereunder.

Your Company has constituted the Audit Committee in Board Meeting held on 10.06.2024 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Yogesh Kumar Singhal	Chairman	Independent Director
Varun Chugh	Member	Independent Director
Gaurav Gupta	Member	Managing Director

b) Nomination and Remuneration Committee

The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013. .

Your Company has constituted the Nomination and Remuneration Committee in Board Meeting held on 10.06.2024 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Varun Chugh	Chairman	Independent Director
Yogesh Kumar Singhal	Member	Independent Director
Shikha Gupta	Member	Non-executive Director

The Nomination and remuneration policy available on the website of the company at https://suntechinfra.com/?page id=4233 which includes all the required details relating to directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178.

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.

c) Stakeholders Relationship Committee

The Constitution, composition and functioning of the Stakeholder''s Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013

Your Company has constituted the Stakeholder''s Relationship Committee in Board Meeting held on 10.06.2024 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Yogesh Kumar Singhal	Chairman	Independent Director
Gaurav Gupta	Member	Managing Director
Praveen Kumar Gupta	Member	Whol Time Director

14. AUDITORS:a) Statutory Auditors :-

Pursuant to the provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s GSRA & Associates, Chartered Accountants, Delhi, (Firm Registration Number: 0028347N) were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of the Company held on September 30, 2024 to hold office from the conclusion of 15^th Annual General Meeting till the conclusion of 21^st Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory. There are no qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors'' Report

b) Secretarial Auditor :-

During the year under review, the provisions of Secretarial Audit under Section 204 of the Companies Act, 2013 were not applicable to the Company, as it was an unlisted public company and did not fall under the thresholds prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2025.

Subsequent to the close of the financial year, the Company''s equity shares were listed on NSE EMERGE on July 2, 2025. Accordingly, the provisions of Section 204 shall be applicable from the financial year 2025-26

The Audit Committee and the Board of Directors, at their respective meetings held on September, 01 2025, approved and recommended for the approval of the Members, the appointment of M/s DR Associates, Practising Company Secretaries (Firm Registration Number (P2007DE003300), as Secretarial Auditor for a term of up to five (5) consecutive years, to hold office from April 1, 2025, to March 31, 2030.

A detailed proposal for the appointment of the Secretarial Auditor forms part of the Notice convening this Annual General Meeting.

Further, being listed on the SME Exchange, the Company is exempt from filing the Annual Secretarial Compliance Report under Regulation 24A read with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Internal Auditor

During the year under review, the provisions of Internal Audit as per Section 138 of the Companies Act, 2013 were not applicable to the Company, as it was an unlisted public company and did not fall under the thresholds prescribed under Rule 13 of the Companies (Accounts) Rules, 2014 as on March 31, 2025.

Subsequent to the close of the financial year, the Company''s equity shares were listed on NSE EMERGE on July 2, 2025. Accordingly, the provisions of Section 138 shall be applicable from the financial year 2025-26.

Therefore, the Audit Committee and the Board of Directors, at their respective meetings held on September, 01 2025, approved and recommended for the approval of the Members, the appointment of M/s Mohit K Dixit & Associates, Chartered Accountants as Internal Auditor to conduct the internal audit for the financial year 2025-26.

d) Cost Auditor :-

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the cost records as specified by the Central Government. Accordingly, such cost accounts and records are duly made and maintained by the Company.

Further, pursuant to Section 148(2) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s D S A & Co., Cost Accountants (Firm Registration No. 000546), as the Cost Auditor of the Company for the financial year 2025-26 to carry out the audit of the cost records maintained by the Company.

The remuneration payable to the Cost Auditor is required to be ratified by the members at the ensuing Annual General Meeting, as per the provisions of Section 148(3) of the Companies Act, 2013.

The Cost Audit Report for the financial year 2024-25 will be filed with the Central Government within the prescribed time period.

15. RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as "Annexure II".

16. CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the Financial Year 2024-25 company has made the following amendment in Memorandum of Association (MOA) and Articles of Association (AOA).

During the year the Company has changed their Capital Clause two times.

First Increase:

The company has increased its authorized share capital from Rs. 2,60,00,000 (Two Crore Sixty Lakhs only) to Rs. 15,50,00,000 (Rupees Fifteen Crores Fifty Lakh only) divided into 1,55,00,000/- (Rupees One Crores and Fifty five Lakhs only) equity shares having face value of Rs. 10 Each in the Extra ordinary General Meeting (EoGM) held on 06^th April, 2024.

Second Increase:

Subsequently, the Authorized Share Capital was further increased from y Rs. 15,50,00,000/- (Rupees Fifteen Crores and Fifty Lakhs only) to Rs. 21,00,00,000 (Rupees Twenty One Crores only) divided into 2,10,00,000 (Rupees Two Crore Ten Lakhs only) equity shares having face value of Rs. 10 Each in the Extra ordinary General Meeting (EoGM) held on 11^th July, 2024.

17. RATIO OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure -III.

18. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as "Annexure- IV” .

19. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure-V".

Number of employees as on the closure of financial year
S No.	Gender	No. of Employees
I	Female	13
II	Male	531
III	Transgender	0

20. PREVENTION OF INSIDER TRADING

During the year under review, the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 were not applicable to the Company, as the Company was not listed on any recognised stock exchange in India during the financial year ended March 31, 2025.

Subsequent to the close of the financial year, the equity shares of the Company were listed on the NSE EMERGE Platform on July 2, 2025. In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons. These codes are aimed at ensuring transparency, preventing misuse of unpublished price-sensitive information, and regulating insider trading in the securities of the Company.

The said codes are available on the website of the Company at https://suntechinfra.com/?page id=4233.

21. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

22. CHANGES IN REGISTERED OFFICE ADDRESS:

The Company has changed its registered office from F-10, Second Floor, Green Park Main, Delhi-110016 to Unit No. 604-605-606, 6^th Floor, NDM-2, Plot No. D-1,2,3, Netaji Subhash Place, Pitampura, Delhi-110034 with effect from 28^th June, 2024.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

24. RISK MANAGEMENT POLICY:

In accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy to identify and assess business risks and take appropriate measures for their mitigation in a timely manner. The Risk Management Policy of the Company is available on our website, at https://suntechinfra.com/?page id=4233

The Policy is intended to ensure that risks are identified, evaluated, and managed effectively, thereby protecting shareholders'' value and the Company''s assets. The risks are reviewed periodically by the management, and significant matters, if any, are reported to the Board of Directors.

As the Company is listed on the SME Platform of NSE, the requirements under Regulation 21 of the SEBI (LODR) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable. However, the Board continues to review and monitor the risk management framework to ensure that it remains robust and relevant to the evolving business environment.

25. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopt the policy for the preservation of Documents and Archival of Documents to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the Statutory requirements which is available on website

https://suntechinfra.com/?page id=4233.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, the details of the cases/complaints submitted to the Committee are as follows:

1. Number of sexual harassment complaints received during the financial year. - NIL

2. Number of complaints disposed of during the year. - NIL

3. Number of cases pending for more than 90 days. - NIL

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ''Vigil Mechanism / Whistle Blower Policy'' for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://suntechinfra.com/?page id=4233.

28. INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

During the year under review, the provisions relating to the SEBI Complaints Redress System (SCORES) were not applicable to the Company, as the Company was not listed on any recognised stock exchange during the financial year ended March 31, 2025.

Subsequent to the close of the financial year, the equity shares of the Company were listed on the NSE EMERGE Platform on July 2, 2025. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has registered on the SCORES platform for redressal of investor grievances. As the listing occurred after the financial year-end, no investor complaints were received or pending on the SCORES platform during FY 202425.

29. CORPORATE SOCIAL RESPONSIBILITY

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure VI" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Company''s website at

https://suntechinfra.com/?page id=4233.

30. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March, 2025, company has not given Loans, Guarantees and/or made any Investments covered within the limits as specified under the provisions of Section 186 of the Companies Act, 2013.

31. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL

STATEMENT RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting financial position of the Company that have occurred between the end of the financial year of the Company to which financial statements relates and the date of report.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at the end of the financial year March 31, 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 Act 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; 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.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. Your Director state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the period under review:

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

34. WEBSITE:

During the year under review, the Company was not listed on any recognised stock exchange in India; accordingly, the provisions relating to maintenance of a functional website with disclosures under Regulation 46 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 were not applicable for the financial year ended March 31, 2025.

Subsequent to the close of the financial year, the Company''s equity shares were listed on the NSE EMERGE Platform on July 2, 2025. As an SME-listed company, the Company is eligible for certain exemptions under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, from specific corporate governance requirements.

The Company has complied with the applicable provisions, including those of Regulation 46, by maintaining a functional website https://suntechinfra.com/ containing all requisite information and documents as prescribed for SME-listed entities under the SEBI (LODR) Regulations, 2015.

35. COPY OF ANNUAL RETURN:

The draft Annual Return as on March 31, 2025, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https://suntechinfra.com/ and forms integral part of this Annual Report.

36. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has adhered to all applicable provisions of the Maternity Benefit Act, 1961, ensuring full compliance with statutory requirements.

37. GENERALYour Directors state that no disclosure or reporting is required in the respect of the following items as there were no transaction on these items during the year under review:

• Disclosure regarding Issue of Equity Shares with Differential Rights

• Disclosure regarding issue of Employee Stock Options

• Disclosure regarding issue of Sweat Equity Shares.

• Voluntary Revision of Financial Statements or Board''s Report.

38. DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 during the financial year under review. However, during the year, the Company accepted unsecured loans from Directors and their relatives, which were sourced from their own funds, as detailed below:

(Amount in Lakh)
Name of Director	Loan taken during the year	Loan remaining at the end of the year
Shikha Gupta	23,75,570	23,75,570
Snehlata Gupta	(29,32,200)	54,72,800
Praveen Kumar Gupta	24,29,780	1,26,08,430

39. 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 Company''s 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.

---

Mar 31, 2024

Your Directors have pleasure in presenting herewith their 15^th Director''s Report on the business and operations of the Company together with the Audited Financial Statements for the year and ended 31st March, 2024.

1. FINANCIAL PERFORMANCE AT A GLANCE

The Financial Performance of the Company for the year ended March 31,2024 is summarized below:

			amt. in rupees, in lakhs]
	iculars	inancial Year ended	ncial Year ended
		31st March, 2024	March, 2024
	Income	9,625.48	8,617.09
	¦ Total Expenditure (except eciation)	7,287.66	6,855.63
	¦ Depreciation & Amortization Expenses	1,082.08	940.82
	t/ (Loss) before tax	1,255.74	820.64
	• Current tax	482.53	247.00
	¦ Deferred tax charge/(Credit)	(49.86)	6.23
	¦ Earlier Year Tax, if any	0.00	0.89
	nee in Profit and Loss Account ed forward	1,202.08	566.51

2. STATE OF COMPANY’S AFFAIR

The Company has earned a profit of Rs. 1,202.08/- Lakhs as compared to previous year’s profit of Rs. 566.51/- from its operations during the year. The Board of Directors has a view that the Company will earn more profits in the upcoming years.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

The Board of Directors of your Company has decided to transfer the amount (i.e., balance in statement of profit and loss account) to its Reserves for the year under review.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the years.

5. DIVIDEND

As a principle of prudent planning, the Board of Directors are not to recommend any dividend for the year under consideration.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (TEPF’)

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

7. 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

No material changes and commitments which may affect the financial position of the Company occurred between the end of the financial year of the Company to which the financial position relates and up to the date of this report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant / material orders passed by any of the Regulators or Courts or Tribunals or any of the Authorities impacting the going concern status and Company’s operations in future.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the Employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the period under review, no complaints were received under the policy for prohibition, prevention and Redressal of sexual harassment of the women at work place.

10. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE-TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

There is no such transaction in the Company during the Financial Year.

11. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has builtadequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services.

12. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company and there are no companies which became or seized to be a Subsidiary, Joint Venture or Associate Company.

13. RISK MANAGEMENT POLICY

The Company has laid down sufficient procedures about risk assessment in the previous years and its elimination and/or its minimization. Since March 2020 the spread of Covid-19 has severely impacted the liquidity position and profitability of the Company. Still Company is looking for risk management policy in the coming years in the interest of the stakeholders.

14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies; therefore, there is no requirement of description of performance of subsidiaries and joint venture companies.

15.STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Company was not required to appoint Independent Directors, therefore, no declaration is required to be given.

16. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

17. SHARE CAPITALA. ALLOTMENTS MADE DURING THE YEAR

The paid-up Share Capital of the Company has been increased from Rs. 2,41,53,000 (Rupees Two Crores Forty-One Lakhs Fifty-Three Thousand Only) to Rs. 2,56,47,000/- (Rupees Two Crores Fifty-Six Lakhs Forty-Seven Thousand Only) by issue of Shares on Right Issue basis.

B. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(l)(b) read with Rule 129(9) of the Companies(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

18. AUDITORS STATUTORY AUDITORS

GSRA & Associates, Chartered Accountants, Delhi, (Firm Registration Number 0028347N) who are the Statutory Auditors of the Company appointed in Casual Vacancy on 20^th May, 2024, are liable to hold office only up to the date of this ensuing Annual General Meeting of the Company. Therefore, the Board proposed their name for re-appointment for the period of 5 years to conduct audit for the FY 2024-25 till FY 2028-29 subject to the approval of the members in the ensuing Annual General Meeting.

As required under the provisions of the Section 139 and Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and pursuant to any amendment thereof, if any, the Company has obtained the written confirmation from the Statutory Auditors of the Company that their appointment, if made, would be in conformity with the said provisions. Therefore, your Directors propose their appointment for the benefit and in the interest of the Company and request the Shareholders to approve the same.

AUDITORS'' REPOR T

All observations made in the Auditors’ Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors'' Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, Secretarial Audit is not applicable to the Company.

COST AUDITORS

The Cost Audit of the Company has not been conducted for the Financial Year 2023-24 as per the provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

19. COMPLIANCE OF 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.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013. No Director was appointed and one director has been resigned from the Directorship of the Company during the financial year under review.

However, As on date of this report, the Board of Directors consists of following members;-

No	Name	Designation	DIN	Date of Appointment
1.	Gaurav Gupta	Managing Director	00548898	27.04.2009
2.	Parveen Kumar Gupta	Whole-Time Director	00710207	27.04.2009
3.	Shikha Gupta	Director	08380950	28.02.2009
4.	Yogesh Kumar Singhal	Director	06884351	08.06.2024
5.	Varun Chugh	Director	10053612	08.06.2024

21. MEETINGS OF BOARD OF DIRECTORS

During the year, the directors of the company met on the following dates:

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered few contract or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 during the Financial Year 2023-24 at arm’s length. Hence, AOC-2 is attached.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO GOVERNMENT

There is no fraud reported by Auditors under Section 143(12) of the Companies Act during the year under review.

25. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, therefore, no such accounts and records are made and maintained.

26. CORPORATE SOCIAL RESPONSIBILITY (''CSR’)

As the Company has met with the applicable threshold limits for CSR activities as per the provisions of Section 134 of the Companies Act, 2013 read with rules framed there under, the Company was required to spend the amount towards the CSR activities but it has failed to spent that amount.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. 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.

28.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:-

> ENERGY CONSERVATION

Your Company is committed to a high standard of energy conservation and provision of a safe and healthy work place.

V TECHNOLOGY ABSORPTION. ADAPTATION & INNOVATION

The Company has not carried out any specific research and development activities.

> FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo during the year are given below:

Particulars	2023-24 fin Rs.J
Foreign Exchange Earnings	Nil
Foreign Exchange outgo	173.94

29. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your Directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company''s activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our current growth was made possible by their hard work, leadership, cooperation and support.

Your Directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.