TO THE MEMBERS OF SOLLFEGE ELECTRONICS LIMITED
  
  

   Yours Directors have pleasure in presenting the Director's Report of your Company together with the Audited Statement of Accounts and the Auditor's Report for the financial year ended 31
   st
   March, 2025.
  
  

   

    

     

      FINANCIAL HIGHLIGHTS:
     
     

     
     

      (INR in Lacs)
     
    
   
   

    

     

      Particulars
     
     

      As at 31.03.2025
     
     

      As at 31.03.2024
     
    
    

     

      Total Income
     
     

      2128.13
     
     

      1983.62
     
    
    

     

      Total Expenditure
     
     

      1840.58
     
     

      1731.82
     
    
    

     

      Profit for the year before Tax
     
     

      287.55
     
     

      251.80
     
    
    

     

      Less: Provision for Income Tax
     
     

      71.64
     
     

      78.17
     
    
    

     

      Less: Provision for Deferred Tax
     
     

      0.71
     
     

      0.59
     
    
    

     

      Net Profit after Tax
     
     

      215.20
     
     

      173.03
     
    
    

     

      Balance Brought Forward from Previous Years
     
     

      272.34
     
     

      99.31
     
    
    

     

      Balance carried to Balance Sheet
     
     

      487.54
     
     

      272.34
     
    
   
  
  

   DIVIDEND:
  
  

   Your directors have not recommended any dividend on equity shares for the year ended 31
   st
   March, 2025 with a view to maintain strong reserves and adequate net worth.
  
  

   TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (Tt OF THE COMPANIES ACT. 2013 No amounts were transferred to the reserves during the financial year ended 31
   st
   March, 2025.
  
  

   STATE OF COMPANY'S AFFAIRS:
  
  

   During the year under review, the total income of the company was Rs. 2128.13 Lacs against Rs. 1983.62 Lacs in the previous financial year which shows the growth in income .by 7.29%. During the year the Company has earned a Profit after Tax of Rs. 215.20 Lacs compared to Rs. 173.03 Lacs in the previous financial year which shows an increase by 24.37%. Basic EPS has increased from Rs. 17.13 to Rs. 19.15
  
  

   Authorised Share Capital of the Company has been increased from 101 Lacs (10,10,000 Equity Shares) to 1200 Lacs (1,20,00,000 Equity Shares ) on 18.12.2024.
  
  

   MATERIAL CHANGES AND COMMITMENTS. IF ANY. CRITERIA SPECIFY:
  
  

   There were no material changes and no commitment made by the directors affecting financial position of the company. So no criteria need to be specified for the year.
  
  

   DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY:
  
  

   As on March 31,2025, the Company does not have any subsidiary/joint venture/ associate companies.
  
  

   CHANGE IN THE NATURE OF BUSINESS:
  
  

   There is no change in the nature of the business of the company.
  
  

   SOLLFEGE ELECTRONICS LIMITED
  
  

   MEETINGS OF THE BOARD OF DIRECTORS:
  
  

   The Board met Fifteen times in the year. The intervening gap between any two meetings was within the period prescribed under the Companies Act 2013.
  
  

   DIRECTORS' RESPONSIBILITY STATEMENT:
  
  

   Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:
  
  

   i. In the preparation of annual accounts the applicable Accounting Standards has been followed;
  
  

   ii. The Directors had selected such accounting policies & applied them consistently and made judgment 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 that period;
  
  

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

   iv. The Directors had prepared the annual accounts on a going concern basis.
  
  

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

   vi. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
  
  

   PARTICULARS OF CONTRACTS/ARRANGEMNENTS/TRANSACTIONS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis. The details of all such are given in the notes to the Financial Statements of the Company.
  
  

   CORPORATE SOCIAL RESPONSIBILITY fCSRV
  
  

   The Company does not meet the criteria of section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. So there is no requirement to constitution of Corporate Social Responsibility Committee.
  
  

   RISK MANAGEMENT:
  
  

   The Directors of the Company is entrusted with the responsibility of managing and monitoring the risks, if any which in the opinion of the Directors may threaten the existence of the company and can impact the ability to achieve the objectives the company.
  
  

   CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
  
  

   On 13.08.2024 Mr. Umesh Kumar Agarwal has been appointed as Managing Director of the Company.
  
  

   VIGIL MECHANISM / WHISTLE BLOWER POLICY:
  
  

   The Company is not required to form such policy.
  
  

   SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
  
  

   The Secretarial Audit is not applicable on the company as it is not covered under the provisions of section 204 of the Companies act, 2013 and The Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.
  
  

   APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION U/S 149(61:
  
  

   The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.
  
  

   STATUTORY AUDITORS:
  
  

   At the Extra Ordinary General Meeting held on 12.06.2024, M/s Dokania S Kumar & Co, Chartered Accountants (FRN 322919E), were appointed as statutory auditors of the Company up to the date of Annual General Meeting to be held in calendar year 2023-24 to fill the casual vacancy caused by resignation of M/s. J.B.S & Company, Chartered Accountants. The Company has received certificate from M/s Dokania S Kumar & Co., Chartered Accountants, to the effect that they are not disqualified to act as statutory auditors of the Company.
  
  

   Further on at the date of Annual General Meeting i.e. 30.09.2024 M/s Dokania S. Kumar & Co., Chartered Accountants, have been reappointed as Statutory Auditors of the Company for a further period of 5 (Five) consecutive years commencing from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2029.
  
  

   COMMENT ON AUDITORS' REPORT:
  
  

   The notes on financial statements referred to in the Auditor's Report are self- explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
  
  

   LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
  
  

   The particulars of loans given, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements of the Company.
  
  

   CONSEVATION OF ENERGY. TECHNOLOGY ABSORPTION & 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 provided hereunder:
  
  

   1) Conservation of Energy :Nil
  
  

   2) Technological Absorption: Nil
  
  

   3) Research And Development: Nil
  
  

   4) Foreign Exchange earnings and Outgo: Nil PARTICULARS OF EMPLOYEES:
  
  

   None of the employees' draw remuneration of more than that as specified under section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
  
  

   INTERNAL FINANCIAL CONTROL:
  
  

   The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.
  
  

   GENERAL:
  
  

   •
   The disclosure and reporting under Chapter V of the Act relating to "Acceptance of Deposits by Companies: Companies (Acceptance of Deposits) Rules, 2014" are not required to be made as the Company has not entered into any such transactions.
  
  

   •
   The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has issued no shares during the reporting period.
  
  

   •
   The disclosures and reporting on issue of shares (including sweat equity shares and Issue of Shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any shares during the reporting period.
  
  

   •
   There are no such material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
  
  

   •
   Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
  
  

   Your's Directors further state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.
  
  

   ACKNOWLEDGEMENT
  
  

   The Board expresses its sincere thanks and appreciation to the Government, its bankers, staff members and the shareholders. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your company.
  
  

   

    

     

      Place: Kolkata
     
    
   
   

    

     

      Dated: 18.07.2025
     
    
   
  
  

   

    

     

      For and on Behalf of the Board of Directors
     
    
   
   

    

     

      of M/s Sollfege Electronics Ltd.
     
    
   
  
  

   

    

     

      (Mihir Kumar Dutta)
     
    
   
   

    

     

      DIN:00885647
     
    
   
  
  

   

    

     

      (Umesh KumaJ^Agarwal)
     
    
   
   

    

     

      DIN: 00210217