Sonaselection India Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your directors are pleased in presenting their Fourth Directors Report on the business and operations of
your Company together with the Audited Financial Statements and the Auditors'' Report of your Company
for the financial year ended, 31st March, 2026.

The summarized financial results for the year ended 31st March, 2026 are as under: -
FINANCIAL SUMMARY

(Amount in Rs. in Lakhs)

STATE OF COMPANY''S AFFAIRS / FINANCIAL PERFORMANCE

The Performance of your Company during F.Y. 2025-2026 is given above.

The Company has closed its books of account with a profit of Rs. 3,398.20 Lakhs for the financial year ended
31.03.2026 as compared to the profit of Rs. 1,856.30 Lakhs for the financial year ended 31.03.2025.

OPERATIONAL PERFORMANCE

During the year under review, the Company delivered an improved financial performance, as reflected in
the audited standalone financial statements. The Company continued to strengthen its financial position,
with notable growth across revenue, profitability and net worth parameters:

• Revenue from Operations: Revenue from operations increased to “^512.70 crore”, compared with
“^315.95 crore” in FY 2024-25, reflecting strong business growth during the year.

• Total Income: Total income stood at “^513.35 crore”, compared with “^316.47 crore” in FY 2024¬
25.

• EBITDA: Profit before depreciation and tax, considered as an EBITDA proxy, increased to “^67.03
crore”, compared with “^43.39 crore” in FY 2024-25, reflecting improved operating performance.

• Profit Before Tax: Profit before tax increased significantly to “^48.00 crore”, compared with
“^26.08 crore” in FY 2024-25.

• Profit After Tax: Profit after tax rose to “^33.98 crore”, compared with “^18.56 crore” in FY 2024¬
25, demonstrating a strong improvement in overall profitability.

• Total Assets: Total assets stood at “^465.94 crore” as at 31 March 2026, compared with “^374.77
crore” as at 31 March 2025, reflecting an increase in the Company''s asset base.

• Total Equity: Total equity increased to “^104.12 crore” as at 31 March 2026, compared with
“^70.07 crore” as at 31 March 2025, strengthening the Company''s capital base.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

During the year under review, the Board of Directors did not recommend dividend for the year 2025-26.

The Company has framed a Dividend Distribution Policy in compliance with the provisions of the
Companies Act, 2013 and the same has been placed at the website of the Company and can be accessed at
https://sonaselection.com

CAPITAL STRUCTURE

During the year under consideration, the capital structure of the Company has been changed as under:
AUTHORIZED SHARE CAPITAL:

The Company increased its Authorised Share Capital from ^22,00,00,000 (Rupees Twenty-Two Crore) to
^60,00,00,000 (Rupees Sixty Crore) at the Extra-Ordinary General Meeting held on 04.11.2025.
Accordingly, as at 31st March, 2026, the Authorised Share Capital of the Company stood at ^ 60,00,00,000
(Rupees Sixty Crore) divided into 6,00,00,000 (Six Crore) Equity Shares of ^10/- each.

SUBSCRIBED AND PAID UP CAPITAL:

i. On 20.08.2025, the Company converted 96,608 Compulsorily Convertible Debentures (CCDs) into
4,83,040 Equity Shares pursuant to the applicable conversion terms, including the Bonus issue in
the ratio of 1:5.

ii. On 10.11.2025, the Company allotted 2,61,71,496 Equity Shares to the existing shareholders
pursuant to a Bonus issue in the ratio of 1:1.6.

At the end of the financial year 2025-26, the issued, subscribed and paid-up equity share capital of the
Company was ^42,52,86,810/- divided into 4,25,28,681 equity shares of ^10/- each, as reflected in the
audited Statement of Changes in Equity.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st
March 2026 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be
accessed at https://sonaselection.com

As on March 31, 2026, the Company have one Subsidary company which details as follows:

During the year under review, the Company held a 100% investment in Sionnah Enterprises Private
Limited, which is classified as a wholly owned subsidiary in the audited standalone financial statements.
The carrying amount of the investment as at 31 March 2026 was ^22.60 million.

AMOUNT TRANSFERED TO RESERVES

Your Directors did not propose to transfer any amount to reserves for the financial year ended 31st March,
2026. During the year, Securities Premium of ^117.43 million and Retained Earnings of ^144.28 million
were utilised towards the issue of fully paid-up Bonus Shares to the existing shareholders, as reflected in
the audited Statement of Changes in Equity.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with relevant Accounting
Standards issued by the Institute of Chartered Accountants of India and form part of this annual report. A
statement containing the salient features of the Company''s subsidiaries, associate and joint venture
Company in the prescribed form AOC-1 is enclosed as Annexure -1 to the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company''s Board comprises of the following directors: -

All Independent Directors of the Company have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015. The Board is of the opinion that Independent Directors of the Company fulfil the
conditions of independence specified in the Act and the SEBI (LODR) Regulations and that they are
independent of the management.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 18 (Eighteen) times during the financial year 2025-26 i.e., on 10.04.2025, 12.05.2026,
19.05.2026, 06.06.2025, 07.07.2025, 23.07.2025, 20.08.2025, 21.08.2025, 28.08.2025, 08.09.2025,
06.10.2025, 28.10.2025, 10.11.2025, 27.11.2025, 05.12.2025, 10.12.2025, 15.01.2025 and 07.02.2026. The
necessary quorum were present for all the meetings. The intervening period between the Board Meetings
were well within the maximum time between the two meetings prescribed under section 173 of the
Companies Act, 2013.

The annual calendar of meetings is broadly determined at the beginning of each year. The details of the
meetings held during the year are as under:

COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY

The Board of Directors has constituted the following Committees :

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, the composition and charter of which are in line

with the requirements of Section 177 of the Companies Act, 2013 read with the rules made thereunder and

Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Board
has re-constituted the Audit Committee on 28.10.2025.

The composition of the Audit Committee is as follows:

During the year under review, seven meeting of the Audit committee was held on 10.04.2025, 19.05.2025,
20.08.2025, 27.11.2025, 05.12.2025, 10.12.2025 & 07.02.2026 and all the members were present in that
meeting.

Mr. Harish Sharma, Company Secretary and Compliance Officer shall act as the secretary of the Audit
Committee.

NOMINATION & REMUNERATION COMMITTEE ("NRC”)

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder
and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company has duly re - constituted a Nomination and Remuneration Committee on 28.10.2025.

The composition of the Nomination and Remuneration Committee is as follows:

During the year under review, one meeting of the Nomination and Remuneration Committee was held on
08.09.2025 and all the members were present in that meeting. The committee has also formulated the
Nomination and Remuneration Policy which specified for the criteria for determining qualifications,
positive attributes, and independence of a director for identifying the persons or key managerial personnel
for appointment and remuneration.

During the year under review, all the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board.

STAKEHOLDER RELATIONSHIP (SRC) COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee in accordance with section 178 of
the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves
various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders''
Relationship Committee comprises the following Directors::

During the financial year 2025-26, the Stakeholders'' Relationship Committee met on 18.02.2026.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has constituted a CSR Committee in accordance with section 135 of the Companies Act, 2013.
The CSR Committee comprises the following Directors:

During the financial year 2025-26, the CSR Committee met on 18.02.2026.

MEETINGS OF THE MEMBERS

The 3^nd Annual General Meeting of the Company for the financial year 2024-25 was held on 30/09/2025 at
the Registered Office of the Company.

During the financial year 2025-26, the Company convened two (2) Extra-Ordinary General Meetings on 28^th
June, 2025 and 04^th November, 2025, to transact the businesses as set out in the respective notices of the
meetings.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

During the year under review, the company has not given any loan or provide guarantees/security or made
investments, which covered under section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS 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 was no material changes and commitments 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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the
going concern status and future operation of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES

During the year, the Company entered into transactions with Related Parties which fall within the purview
of Section 188 of the Companies Act, 2013. The particulars of such contracts/arrangements are disclosed
in Form AOC-2 and annexed herewith as Annexure - 2 to this Report.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, the details of the top ten employees of the Company in terms of remuneration
drawn during the year are provided in Annexure - 6 to this Report.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES

During the year under review, there was no new Subsidiary, Joint Venture or Associate Company made or
ceased

DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013
and the rules framed there under.

STATUTORY AUDITORS AND AUDITORS'' REPORT

At the First Annual General Meeting held on September 29, 2023, M/s Pokharna Somani & Associates,
Chartered Accountants, Bhilwara (Firm Registration No. 011535C), were appointed as Statutory Auditors
of the Company to hold office till the conclusion of the 6th Annual General Meeting of the Company.

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report.

FRAUD S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT U/S 143(12)

There were no frauds reported by the any of the auditors under section 143(12) of Companies Act, 2013
during their course of audit for the financial year 2025-26.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors
has appointed M/s K. C. Moondra & Associates, Practicing Cost Accountants, as Cost Auditors of the
Company for the financial year 2026-27, at a remuneration of ^40,000/-, subject to ratification of the
remuneration by the members in the ensuing AGM..

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the
Board of Directors has appointed CA Nikhil Dadhich (PAN: GHJPD7236P, Membership No.: 466530) as the
Internal Auditor of the Company to undertake the Internal Audit for the financial year 2026-27. The role of

the Internal Auditor includes, but is not limited to, reviewing internal audit observations and monitoring
the implementation of corrective actions required, reviewing various policies, and ensuring their proper
implementation.

The suggestions of the Internal Auditor were reviewed, and necessary corrective and preventive actions
were taken in consultation with the Audit Committee. The Internal Auditor conducts the internal audit of
the functions and operations of the Company and reports to the Audit Committee and the Board from time
to time.

SECRETARIAL AUDITORS

During the year under review, as per provisions of Section 204 of the Companies Act, 2016 read with rules
made thereunder and the Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, the company
is required to appoint Secretarial Auditors for a period of Five years in the General Meeting of the Members.
The Shareholders has appointed M/s. R K Jain & Associates, Practicing Company Secretary as Secretarial
Auditors from the FY 2025-26 to FY 2029-30 in the 3^rd AGM of the Company.

The Report of Secretarial Auditors is annexed as Annexure - 4. The observations, adverse remarks made
in the Secretarial Audit Reports were of procedural errors and inadvertent errors/mistakes in the filling
and filing of the various Forms with MCA and the management of the company has taken the corrective
measures and submit some of the Forms to MCA to rectify the errors/ mistakes.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your 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 adopted a policy for prevention of sexual harassment at the workplace, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly constituted as per the
provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act
and the rules framed thereunder. Further details are as follow:

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTACY CODE 2016

During the financial year under review, there were no application/s made or proceeding were pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were no One Time Settlement of Loans taken from Banks and
Financial institutions.

SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on
meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by
The Institute of Company Secretaries of India and approved by Central Government under section 118(10)
of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS

The Company''s internal control systems are adequate and commensurate with the nature and size of the
Company and it ensures:

• T imely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

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

The particulars as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, are annexed to this Report as Annexure - 5.

LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the
liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover
financial and business risks. Liquidity also enables your Company to position itself for quick responses to
market dynamics.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the total CSR liability of the
Company for the Financial Year 2025-26 was ^19.27 lakhs. During the year, the Company has spent ^19.58
lakhs towards various social and welfare initiatives aligned with the activities prescribed under Schedule
VII of the Act.

A brief outline of the CSR Policy of the Company, along with the details of initiatives undertaken during the
year, is annexed to the Directors'' Report as Annexure - 3.

STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk through means of
a properly defined framework.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) That in the preparation of the annual accounts for the period ended 31.03.2026, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

b) That 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 end of the financial year and the loss of the Company for the
period ended 31.03.2026;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis and

e) That 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.

ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment
of employees shown at all levels. Your Board also wishes to place on record its appreciation for the services
rendered by its auditor, consultants business partners, Bankers, Service Providers as well as regulatory and
government authorities for extending support and placing their faith and trust on the Board.

For and on behalf of the Board of Directors
Sonaselection India Limited

Date - 03.09.2026 Harshil Nuwal Subhash Chandra Nuwal

Place - Bhilwara Managing Director Director

DIN - 01474313 DIN - 00104156