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SUNTECH INFRA SOLUTIONS LTD.

30 October 2026 | 10:04

Industry >> Construction & Contracting

Select Another Company

ISIN No INE0SGZ01016 BSE Code / NSE Code / Book Value (Rs.) 49.06 Face Value 10.00
Bookclosure 52Week High 59 EPS 7.10 P/E 5.41
Market Cap. 74.45 Cr. 52Week Low 29 P/BV / Div Yield (%) 0.78 / 0.00 Market Lot 1,600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors of your Company with immense pleasure, presenting the 17th 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 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31st March, 2026 is
summarized as under:

(Amount in Rs.)

PARTICULARS

For the financial year
ended on 31.03.2026

For the financial year
ended on 31.03.2025

Revenue from Operation

1,76,27,37,246.59

1,52,65,10,096

Other Income

2,88,79,224.36

1,77,47,604

Total Income

1,79,16,16,471

1,54,42,57,700

Less: Total Expenses

1,60,57,36,508

1,36,30,79,143

Profit/ (Loss) before taxation

18,58,79,963

18,11,78,557

Less: Tax Expenses

Current Tax

4,85,16,968

5,19,47,680

Taxes for earlier year

-

52,81,533

Deferred Tax

-1,62,333.87

28,12,907

Profit/Loss After Tax

13,75,25,329

12,11,36,437

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

During the financial year ending March 31, 2026, the Company has earned a total
income of Rs. 1,79,16,16,471 as compared to previous year's income of Rs.
1,54,42,57,700. The Company earned a profit of Rs. 13,75,25,329 as against profit of
Rs. 12,11,36,437 in the previous year. The Company has demonstrated strong
financial growth, with significant increases in both revenue and profit, reflecting
effective business strategies and operational improvements.

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, 2026, 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.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As on 31st March, 2026, the issued, subscribed and paid up equity capital of
the company stood at 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.

During the year, the Company has issued shares by way of following
Allotments:

s.

No

Type of
Issues

Date of
Allotment

No. of shares
issued

Total Amount of
Face Value (in
Rs.)

1

Initial

Public

offering

(IPO)

30.06.2025

51,61,600

44,38,97,600

* During the year under review, the Company successfully completedits
Initial Public Offering (IPO) on the SME Platform of the National Stock
Exchange of India Limited ("NSE EMERGE").,

The IPO comprised a Fresh Issue of 39,74,400 Equity Shares by the Company
and an Offer for Sale (OFS) of 11,87,200 Equity Shares by the Promoter Selling
Shareholder. The issue opened for subscription on June 25, 2025, and closed
on June 27, 2025. Pursuant to the successful completion of the IPO, the Equity
Shares of the Company were listed and commenced trading on NSE EMERGE
on July 2, 2025. '

5. LISTING OF SHARES:

The Company is listed on SME Platform of National Stock Exchange Limited
("NSEEMERGE") on 2July, 2025 and the NSE Symbol is "SUNTECH". The ISIN of
the Company is INE0SGZ01016.

6. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL
PUBLIC OFFER (IPO):

The proceeds of the Initial Public Offer (after adjusting IPO Expenses) has been
utilized by the company during the year ended on 31.03.2026 as under:

Sr.

No.

Object as
disclosed in the
Offer Document

Amount
disclosed in the
Offer
Document

Actual

Utilised

Amount

Unutilised

Amount

Remarks

1,

Funding working
capital

requirements of
our company;

12,21,60,000

9,77,92,000

2,43,68,000

Out of IPO proceeds,
an amount of Rs.
243.68 Lacs
Remains

temporarily parked
in fixed deposits
with banks pending
utilisation.

Further, certain IPO
proceeds have been
placed in fixed
desposits marked
under lien against
banking facilities /
loans availed by the
Company, and the
funds so availed
have been utilised
towards the objects
stated in the
Prospectus,
including working
capital requirements
and acquisition of
construction
equipment's.

2.

Funding of capital
expenditure
requirements of
our company
towards purchase
of Construction
Equipments for
civil construction
business;

12,51,60,000

12,51,60,00

0

Nil

3.

General corporate
purposes;

9,44,78,400

9,44,78,400

Nil

7. 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.

8. 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.

9. 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).

10. 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".

11. 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.

12. 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 12 (Twelve) times and board meetings
were held on the following dates as mentioned in the table:

Sr. No.

Date of Meeting

Board Strength

No. of Director
Present

1.

23.05.2025

5

3

2.

11.06.2025

5

3

3.

16.06.2025

5

5

4.

17.06.2025

5

3

5.

18.06.2025

5

3

6.

24.06.2025

5

3

7.

30.06.2025

5

5

8.

21.07.2025

5

4

9.

01.09.2025

5

2

10.

24.09.2025

5

2

11.

14.11.2025

4

4

12.

29.01.2026

5

3

13. DIRECTORS & KEY MANAGERIAL PERSONNAL

The composition of Board of Directors and Key Managerial Personnel (KMP) of
the Company as on March 31, 2026 were as follows:

S. No

Name

DIN

Designation

1

Gaurav Gupta

00548898

Managing Director

2

Parveen Kumar Gupta

00710207

Whole-time director

3

Shikha Gupta

08380950

Director

4

Yogesh Kumar Singhal

06884351

Independent Director

5

Sunil Kumar Bains

09053593

Independent Director

6

Priyank Pratap Singh

-

CFO

7

Bhawna Kapoor

-

Company Secretary

14. CHANGES IN DIRECTORS & KMP:

• Mr. Varun Chugh has resigned from the post of Independent Director w.e.f
17th October, 2025 and Mr. Sunil Kumar Bains was appointed as Independent
Director of the Company w.e.f November 14, 2025

• Ms. Kanika, Company Secretary of the Company has resigned from the post
of Company Secretary W.e.f 15* 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.

15. DECLARATION OF INDEPENDENT DIRECTORS

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.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
performance evaluation of the individual Directors as well as evaluation of the
Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and
applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a meeting of the Independent Directors of the
Company to evaluate the performance of:

• The Chairman of the Company and performance of Non- Independent
Directors and the Board as a whole.

• Assess the quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the
performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the Board, it's Committees and of
individual Directors was found to be satisfactory.

17. BOARD COMMITTEE:

The Board of Directors has constituted Board Committees to deal with specific
areas and activities which concern the Company and require closer review. The
Board Committees are formed with the approval of the Board, and they function
under their respective Charters. These Committees play an important role in the
overall management of the day-to-day affairs and governance of the Company.
The Board Committees meet at regular intervals and take necessary steps to
perform the duties entrusted to them by the Board. The minutes of the Committee
meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the
provisions of the Act and Listing Regulations. Currently, there are Four
Committees of the Board, namely:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee.

The Company has committees viz; Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee which has
been established as a part of the better Corporate Governance practices and is in
compliance with the requirements of the relevant provisions of applicable laws
and statutes.

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 rc-constitutcd the Audit Committee in Board Meeting held
on 14.11.2025 comprising of following 3 directors.

Name of Director

Status in Committee

Nature of Directorship

Yogesh Kumar Singhal

Member

Independent Director

Sunil Kumar Bains

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 re-constituted the Nomination and Remuneration Committee
in Board Meeting held on 14.11.2025 comprising of following 3 directors.

Name of Director

Status in Committee

Nature of Directorship

Sunil Kumar Bains

Member

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/7page 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

Whole Time Director

18. 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 15lh Annual General Meeting till the conclusion of 21st Annual
General Meeting.

Subsequent to the close of the financial year, M/s GSRA & Associates resigned as
the Statutory Auditors of the Company with effect from May 14, 2026.
Consequent to the resignation, the Board of Directors appointed M/s B.
Chhawchharia & Co., Chartered Accountants {Firm Registration No. 305123E), to
fill the casual vacancy caused by such resignation, in accordance with the
provisions of the Companies Act, 2013, subject to the approval of the members,
wherever applicable. The Board places on record its appreciation for the valuable
services rendered by M/s GSRA & Associates during their tenure as the Statutory
Auditors of the Company.

Further, pursuant to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014 (including any statutory modification(s) or re¬
enactments) thereof, for the time being in force), it is proposed to appoint, M/s
B. Chhawchharia & Co., Chartered Accountants (Firm Registration No. 305123E
as Auditor of the Company to hold office from the conclusion of 17th Annual
General Meeting till the conclusion of the 22th Annual General Meeting to be held
for the financial year 2030-31, at such remuneration and reimbursement of out of
pocket expenses for the purpose of audit as may be decided and fixed by the
Board of Directors of the Company in consultation with the auditors

19. SECRETARIAL AUDITOR

The Board had appointed M/s DR Associates (Firm Registration No:
P2007DE003300), Company Secretaries as Secretarial Auditor to conduct the
Secretarial Audit of the Company for the Financial Year 2025-2026. As per the
provisions of Section 204 of the Acf read Rules framed there under. The
Secretarial Audit Report in Form MR-3 is given as
Annexure II and forms parf of
this Report. Further, the Secretarial audit report is self-explanatory.

The Notes to the financial statements referred in the Auditors Report are self¬
explanatory. There arc no qualifications or reservations on adverse remarks or
disclaimers given by Statutory Auditors' of fhc 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.

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.

20. INTERNAL AUDITOR :-

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
the applicable rules made thereunder (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), M/s Mohit K Dixit &
Associates, Chartered Accountants, who were appointed as the Internal Auditors
of the Company for the Financial Year 2025-26, tendered their resignation during
the year.

Based on the recommendation of the Audit Committee, the Board of Directors
appointed VMSS & Associates, Chartered Accountants (FRN: 328952E) as the
Internal Auditor of the Company for the Financial Year 2026-27 to conduct the
internal audit of the Company.

21. COST AUDITOR :-

Pursuant to the provisions of 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 the provisions of 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 2026-27 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 2025-26 will be filed with the Central
Government within the prescribed time period.

22. 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

23. 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 III".

24. 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
-IV.

25. 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- V".

26. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER
RULE 5 (21 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-VI".

Number of employees as on the closure of financial year

SNo.

Gender

No. of Employees

1

Female

10

11

Male

684

111

Transgender

0

27. PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the
company has in place a code of conduct to regulate, monitor and report trading
by insider for prohibition of Insider trading in the shares of the Company. The
code inter alia prohibits purchase/ sale of shares of the Company by its
Designated Persons and other connected persons while in possession of
Unpublished Price Sensitive Information in relation to the Company and during
the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair
disclosure of Unpublished Price Sensitive Information (UPSI) and said code in
available on company's website and can be assessed at
https://suntcchinfra.com.

28. 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 Crorc
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
2025-26. ‘

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale
and complexity of its operations. Based on the report of Internal Audit function,
corrective action are undertaken in the respective areas and thereby
strengthening the internal controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been
received from the Auditors of the Company for inefficiency or inadequacy of such
controls.

30. 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://suntcchinfra.com.

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 arc 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.

31. 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 arc adequately protected and preserved as per the Statutory
requirements which is available on website
https://suntechinfra.com.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE fPREVENTION, 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 arc 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

33. 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 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.

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

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. During the financial year under review, no
investor complaints were received or pending on the SCORES platform during
FY 2025-26. '

35. CORPORATE SOCIAL RESPONSIBILITY

CSR initiatives and activities arc 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 VII"
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.

36. LOANS. GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March, 2026, 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.

37. 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.

38. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY ICSI

During the financial year 2025-26, the Directors of the Company have devised
proper systems to ensure compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Board affirms
that these systems are adequate and are being effectively implemented to ensure
adherence to the provisions of the applicable standards.

39. 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:

43. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has
maintained a functional website namely
https://suntechinfra.com containing basic
information about the Company. The website of the Company is also containing
information like Policies, Financial Results, Annual Reports and information of the
designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company, etc.

44. COPY OF ANNUAL RETURN:

The draft Annual Return as on March 31, 2026, 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: / / suntcchinfra.com and forms
integral part of this Annual Report.

45. 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.

46. 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:

Name of Director

Loan taken during the

year

Loan remaining at the end
of the year

Shikha Gupta

128.00

151.76

Snchlata Gupta

(54.73)

-

Praveen Kumar Gupta

(37.50)

88.58

Vishesh Gupta

(58.22)

-

a. In the preparation of the annual accounts for the Financial Year ended
March 31, 2026, 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, 2026 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.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no significant or material orders were passed
by any regulatory authority, court, or tribunal which would impact the going
concern status of the Company or have any material bearing on its future
operations.

41. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, the Company has not made any
application under the provisions of the Insolvency and Bankruptcy Code, 2016
("IBC Code") nor were there any proceedings initiated or pending against the
Company under the said Code. Further, as on March 31, 2026, there are no
proceedings or cases filed by or against the Company under the IBC Code.

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

During the financial year under review, the Company has not entered into any
one-time settlement with any bank or financial institution. Accordingly, the
disclosure requirements in this regard arc not applicable to the Company.

47. 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.

For and on behalf of Board of Directors of
Suntech Infra Solutions Limited

Gaurav Gupta Parveen Kumar Gupta

Managing Director Whole time Director

DIN: 00548898 DIN: 00710207

Date: 15.07.2026
Place: New Delhi