Review of Performance

During the year under review, the Company's consolidated
total income amounted to ^1,16,862.72/- Lakhs as
compared to ^90,267.91/- Lakhs in the previous
year. The Profit/(Loss) before tax on consolidated
basis stood at ^26,801.24/- Lakhs as compared to
^18,345.97/- Lakhs during the previous year.

The Company's total standalone income amounted to
^23,029.30/- Lakhs compared to ^82,995.46/- lakhs in the
previous year. The Loss before tax on standalone basis stood at
^3,129.53/- Lakhs as compared to profit of ^19,465.56/-
Lakhs during the previous year.

Nature of Business

The Company is engaged in the activities of real estate
development of residential and commercial projects. During
the year under review, there was no change in the nature of
business of the Company.

Dividend & Reserves

The Board of Directors have recommended a final dividend
of 150% (i.e. ^ 1.50/- per equity share of the face value of ^1
each) aggregating ^ 22.03 crore for the financial year ended
31^st March, 2026. Last year, dividend was ^1.50 per equity
share of ^ 1/- each. Dividend is subject to approval of members
at the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of income tax at source. The dividend
recommended is in accordance with the Company's Dividend
Distribution Policy. The Policy is available on the Company's
website and can be accessed athttps://www.sunteckindia.
com/images/investor/code Policv/1686134887 dividend-
distribution-policv.pdf

During the financial year, the Company has not transferred
any amount to the general reserve.

Credit Rating & ESG Rating

The Company's financial discipline and prudence is reflected
in the strong credit ratings and ESG ratings ascribed by rating
agencies. The details of credit ratings and ESG ratings are
disclosed in the Management Discussion and Analysis Report,
which forms part of this Annual Report.

Share Capital

During the year under review, the Company on 05th
December, 2025 issued and allotted 1,17,64,705 warrants
at an issue price of ^425 per warrant aggregating to
^499,99,99,625/- on a preferential issue basis to Promoter
and Non Promoters of the Company pursuant to the
resolutions passed by the Board of Directors of the Company
on 05th September, 2025 and the shareholders on 30th
September, 2025 and upon receipt of in-principle approvals
of both the Stock Exchanges on 24th November, 2025.

Further, the Company on 23^rd January, 2026, allotted
3,52,941 equity shares of the Company to one of the Warrant
Holders i.e. NTAsian Discovery Master Fund ("NTAsian”),
upon their request for conversion and upon receipt of the
75% balance amount aggregating to ^11,24,99,943.75/-.
(i.e. 75% of ^14,99,99,925/-). The funds raised through the
preferential issue have been utilised in line with the stated
Objects of the Issue.

Post the above allotment, the Paid-up Equity Share Capital
of the Company as on 31^st March, 2026 and upto the date of
this report, stands at ^14,68,42,025/- (Rupees Fourteen Crore
Sixty Eight Lakhs Forty Two Thousand Twenty Five Only).

Subsidiaries, Associates & Joint Venture Companies

As on 31^st March, 2026, the Company has 35 subsidiaries
which includes 6 foreign companies. Additionally, the
Company has 3 joint ventures/ associates which include 2 LLPs.

During the year under review,

• 9 wholly owned subsidiaries of the Company were
incorporated viz. Apricum Buildwell Private Limited,
Magenta Buildcon Private Limited, Amenity Buildcon
Private Limited, Adyanta Constructions Private Limited,
Ishitra Lifespace Private Limited, Mantavya Real Estates
Private Limited, Etashi Real Estates Private Limited,
Satshay Lifespace Private Limited and Taraksh Real
Estates Private Limited.

• GGICO Sunteck Limited (earlier joint venture company)
and Sunteck Mas Real Estate Development LLC have
become subsidiaries of Sunteck Lifestyles Limited
(wholly owned subsidiary) by virtue of control with
effect from 27th October 2025 and, in turn, have become
subsidiaries of the Company.

• Sunteck Lifestyle Properties L.L.C ('Dubai Marketing
Company') was incorporated on 5th November, 2025
under Sunteck Lifestyles Limited ('SLL') and has become a
wholly owned step down subsidiary of the Company.

• Clarissa Facility Management LLP (wholly owned
subsidiary) has been converted into a private company
limited by shares i.e. Clarissa Facility Management
Private Limited with effect from 07^th January, 2026

• Acquired 100% equity stake of Shreejikrupa Hotels and
Properties Private Limited (SHPPL) on 19^th January,
2026 through Apricum Buildwell Private Limited (wholly
owned subsidiary).

During the year, as part of the internal reorganization of
the Group, the Company transferred its entire shareholding
(100%) in certain wholly owned subsidiaries to other wholly
owned subsidiaries of the Company. The details of such
transfers are set out below:

• Magenta Buildcon Private Limited (Magenta) to Etashi
Real Estates Private Limited.

• Sunteck Infracon Private Limited to Magenta

• Mantavya Real Estates Private Limited to Sunteck Real
Estates Private Limited

On 24th November, 2025, Sunteck Lifestyles Limited ('SLL'),
wholly owned step down Dubai subsidiary of the Company
received an order from London Court of International
Arbitration confirming the withdrawal of claim and
termination of arbitration with its joint venture partner,
Grand Valley General Trading LLC. In view of the said order,
all litigation between the parties stands disposed off.

Pursuant to Section 129(3) of the Act, read with Rule 5 of
Companies (Accounts) Rules, 2014, a statement containing
salient features of financial statements of subsidiaries,
associates and joint ventures in prescribed form AOC-1,

is annexed to the consolidated financial statements which
form part of this Integrated Report. In accordance with the
provisions of Section 136 of the Act, financial statements of
the subsidiaries are available on the website of the Company
at www.sunteckindia.com/investor-relations. The Policy for
determining material subsidiaries of the Company is provided
on the Company's website at www.sunteckindia.com/investor-
relations. The Policy for determining Material Subsidiaries
is available on the Company's website and can be accessed a
https://www.sunteckindia.com/images/investor/code
Policy/1746525614 SRL-Policy-for-determining-material-
subsidiaries.pdf. During the year under review, Satguru
Corporate Services Private Limited was material subsidiary of
the Company as per the Listing Regulations.

Directors & Key Managerial Personnel

Mr. Ajeet Singh was appointed as an Additional and Executive
Director for the period of 5 years with effect from 05^th
September, 2025 by the Board on recommendation of the
Nomination and Remuneration Committee, which was
subsequently approved by the shareholders by way of special
resolution passed at the 42^nd AGM of the Company held on
30^th September, 2025.

In accordance with the provisions of the Act
and Articles of Association of the Company,
Mr. Ajeet Singh, Executive Director of the Company, is liable
to retire by rotation and being eligible seeks re-appointment
at the ensuing Annual General Meeting. The Board, based
on recommendation of the Nomination and Remuneration
Committee, recommends his re-appointment.

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board, at its meeting held
on 27^th January, 2026, approved the re-appointment of Mr.
Chaitanya Dalal and Mr. Mukesh Jain as the Independent
Directors for a second term of 5 years with effect from
18th September 2026 to17th September 2031, subject
to the approval of the shareholders of the Company. The
said appointment was approved by the shareholders of the
Company vide special resolution dated 7^th March, 2026,
passed through postal ballot by remote e-voting.

The certificate under Regulation 34(3) of Listing Regulations
forms part of this report.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence prescribed under the Act
and the Listing Regulations; and they have registered their
names in the Independent Directors' Databank.

Nomination & Remuneration Policy

As per the provisions of Act and Listing Regulations, the
Board has adopted a Nomination and Remuneration Policy
on appointment and remuneration of Directors, KMPs and
Senior Management Personnel (SMP) and also a Board
Diversity Policy. The Nomination and Remuneration Policy
includes matters related to appointment, remuneration, the
criteria for determining qualifications, positive attributes,

independence of a Director, performance evaluation and
other related matters with respect to Senior Management,
Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy of the Company
is aimed at inculcating a performance-driven culture.
Through its comprehensive compensation program, the
Company endeavors to attract, retain, develop and motivate
a high-performance workforce. The said policy is available
on the Company's website athttps://www.sunteckindia.
com/images/investor/code Policy/1746525476 Sunteck-
Nomination-&-Remuneration-Policy.pdf

Disclosures Related to Board, Committees & Policies
Board Meetings

Five meetings of the Board of Directors were held during the
year. The particulars of the meetings held, and attendance
of each Director are detailed in the Corporate Governance
Report.

Directors' Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures,
wherever applicable in the preparation of the annual
accounts for the year ended 31^st March, 2026, the
applicable accounting standards read with requirements
set out under Schedule III to the Act have been followed
and there are no material departures from the same;

b. the Directors have selected such accounting policies and
applied them consistently and made judgements 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 31^st March, 2026 and of the loss of the Company for
the year ended on that date;

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 are operating
effectively; and

f. 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

Board Committees

In compliance with the statutory requirements and best
practices, the Board has constituted various committees
viz. Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, Risk

Management Committee and Stakeholders' Relationship
Committee. Details of committee meetings, attendance are
provided in the Corporate Governance Report which forms
part of this Report. For details of other Board Committees
kindly refer to the section 'Committees of the Board of
Directors' which forms part of the Corporate Governance
Report. All the recommendations made by all Board
Committees, including the Audit Committee, were accepted
by the Board.

The details required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, with respect
to the CSR Committee and an Annual Report on CSR activities
undertaken during the financial year ended 31^st March, 2026
are appended as Annexure I to this Report. The CSR Policy
is available on the website of the Company athttps://www.
sunteckindia.com/images/investor/code Policv/1777380366
CSR-Policv.pdf

The Company has not participated in any direct or indirect
political contributions and/ or charitable contributions/
sponsorships.

Vigil Mechanism & Whistle Blower Policy

The Company has established a vigil mechanism for directors,
employees and other stakeholders to report their genuine
concerns, details of which have been given in the Corporate
Governance Report forming part of this Annual Report. The
Whistle Blower Policy is available on the Company's website
athttps://www.sunteckindia.com/images/investor/code
Policy/1777380517 Whistle-Blower-Policy.pdf.

Risk Management

The Company has constituted a Risk Management Committee
consisting of members of the Board and key executives of the
Company to identify, assess, monitor and mitigate business
risks. The composition of the Committee is in compliance
with Regulation 21 of the Listing Regulations. The risk
management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk
monitoring and measurement and continuous risk assessment
and mitigation measures. The members are requested to refer
Management Discussion and Analysis Report forming part of
this Report to know more about risk and concerns relating to
industry.

Annual Evaluation of Directors, Committees and Board

The Nomination and Remuneration Committee of the Board
has formulated a policy for performance evaluation under
which the Committee has identified criteria upon which every
Director, every Committee, and the Board as a whole shall be
evaluated. During the year under review the said evaluation
had been carried out.

Particulars of Employees

The information as required under the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Annexure II to this report.

As per the second proviso to Section 136(1) of the Companies
Act, the Directors' Report and Financial Statements will be
sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) and (3) of the
Remuneration Rules. Any member interested in obtaining this
information may write to the Company Secretary at cosec@
sunteckindia.com.

Employee Stock Option Schemes

In compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEB Regulations”)
as amended thereto, the details of Employees Stock Option
Schemes ("ESOP Schemes”) of the Company as on 31^st
March, 2026 are furnished in Annexure III to this report.
The ESOP Schemes of the Company are in compliance with
the SBEB Regulations.

A certificate from the Secretarial Auditor with respect to
implementation of ESOP Schemes, will be available for
inspection by the members, at the ensuing AGM. The ESOP
Schemes and the disclosures required under the SBEB
Regulations, with respect to the ESOP Schemes, are available
on the Company's website athttps://www.sunteckindia.com/
investor-relations.

Particulars of Loans, Guarantees & Investments

Particulars of loans, guarantees and investments are detailed
in Notes to the standalone financial statements. The Company
is in the business of real estate development and accordingly
is covered under the definition of 'infrastructure facilities' in
terms of Section 186 read with Schedule VI of the Companies
Act, 2013.

Particulars of contracts or arrangements with Related
Parties

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business. Further, such transactions
were in accordance with the provisions of the Act, Listing
Regulations and the Company's Policy on Related Party
Transactions. The Audit Committee comprises solely of the
Independent Directors of your Company.

The disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable to the Company for the financial
year 2025-26 and hence, does not form part of this report.
Disclosure on related party transactions is provided in the
notes to financial statements.

During the year under review, there were no materially
significant related party transactions which may have a
potential conflict with the interests of the Company at large.

The Policy on related party transactions and procedures
dealing with related party transactions as approved by
the Board may be accessed on the Company's website at
https://www.sunteckindia.com/images/investor/code
Policy/1746525683 Related-Party-Policy.pdf

Internal Financial Controls

The Company has adequate Internal Financial Controls in place
with reference to the financial statements and are operating
effectively. The Company's Internal Financial Controls
framework is commensurate with its size, scale and complexity
of operations. The controls, based on the prevailing business
conditions and processes have been reviewed by the Company
to strengthen the same wherever required.

In compliance with the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, the internal control systems
are supplemented by an Internal Audit carried out by an
independent firm of Chartered Accountants for periodical
review by the management.

Auditors & Auditors' Reports
Statutory Auditor

Walker Chandiok & Co. LLP, Chartered Accountants were
re-appointed as the Statutory Auditors of the Company for
a second term of 5 years to hold office from the conclusion
of the 42^nd Annual General Meeting held on 30^th September,
2025 till the conclusion of 47^th Annual General Meeting of the
Company to be held in the year 2030.

The Auditors' Report does not contain any qualification,
reservation or adverse remark or disclaimer or modified opinion.

Secretarial Auditor

Mr. Veeraraghavan N., Practicing Company Secretary, was
appointed as the Secretarial Auditors at the 42^nd AGM held
on 30^th September, 2025 for a term of 5 consecutive years i.e
from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report of the Company for the financial
year 2025-26 forms part of this report. The Secretarial
Auditors' Report does not contain any qualification, reservation
or adverse remark or disclaimer. Pursuant to Regulation 24A of
the Listing Regulations, the Secretarial Audit Report in respect
of the material unlisted subsidiary of your Company viz.
Satguru Corporate Services Private Limited for the financial
year 2025-26, forms part of this report. Mr. Veeraraghavan N.
has confirmed that he is not disqualified from continuing as the
Secretarial Auditor of the Company.

Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules,
2014, maintenance of cost records and cost audit is applicable
to the Company and has been complied by the Company. On
the recommendation of the Audit Committee, the Board has
appointed M/s. Kejriwal & Associates, Cost Accountants,
to audit the cost records of the Company for the financial
year 2026-27. In accordance with the aforesaid provisions,
remuneration payable to the Cost Auditors has to be ratified
by the shareholders Accordingly, the Board recommends the
same for approval by shareholders at the ensuing AGM.

The Cost Audit Report for financial year 2025-26 does not contain
any qualification, reservation, disclaimer or adverse remark.

Annual Return

The Annual Return for the financial year ended 31^st March,
2026, is available on the website of the Company athttps://
www.sunteckindia.com/investor-relations

Conservation of Energy, Technology Absorption & Foreign
Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in Annexure IV to
this Report.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (POSH Act) and the Rules made thereunder, the
Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of
women at workplace. The Company has constituted Internal
Committee(s) (ICs) to redress and resolve any complaints
arising under the POSH Act. Training/ awareness programmes
are conducted throughout the year to create sensitivity
towards ensuring a respectable workplace. During the year
under review, no complaints were filed under POSH Act.

Compliance with the Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 as amended from time to time
and the rules made thereunder.

Secretarial Standards

The Company has complied with Secretarial Standards on
Meetings of the Board of Directors ("SS-1") and General
Meetings ("SS-2") issued by the Institute of Company
Secretaries of India and adopted under the Companies Act.

General Disclosures

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions on these matters during the year under review:

• Not accepted any deposits within the meaning of Section
73 of the Act, read with the Companies (Acceptance of
Deposits) Rules, 2014.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

• No proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

• No instance of one-time settlement with any Bank or
Financial Institution.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board.

• There are no material changes or commitments affecting
the financial position of the Company between 31^st
March, 2026 and the date of this report.

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of sweat equity shares to the employees or
directors of the Company.

• During the financial year under review, the Managing
Director and Whole-time Director of the Company
did not receive any salary or commission from the
subsidiaries of the Company. Mr. Ajeet Singh, Whole¬
time Director, received salary from Satguru Corporate
Services Private Limited, a wholly owned subsidiary of
the Company, which is in accordance with the provisions
of the Companies Act, 2013.

Other Disclosures
Corporate Governance

The report on Corporate Governance and the certificate from
Company Secretary in Practice regarding compliance with
the conditions of Corporate Governance have been furnished
in the Annual Report and forms a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report has been
separately furnished in the Annual Report and forms a part of
the Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations
read with SEBI circulars issued from time to time, the Business
Responsibility and Sustainability Report of the Company
for the financial year ended 31^st March, 2026 is attached as
Annexure V to this Report.

Unclaimed and Unpaid Dividends and transfer of shares to
IEPF

Kindly refer the section on Corporate Governance, under the
head 'Unclaimed and Unpaid Dividends and transfer of Shares
to IEPF for the amounts of unclaimed and unpaid dividends
lying with the Company.

Acknowledgement & Appreciation

Your Directors would like to express their sincere appreciation
and gratitude for the co-operation and assistance from its
members, bankers, regulatory bodies and other business
constituents during the year under review.

Your Directors also wish to place on record their deep sense
of appreciation for the contribution and commitment made
by every member of the Sunteck Family.

For and on behalf of the Board of Directors

Kamal Khetan
Chairman & Managing Director

(DIN:00017527)
Mumbai, 21^st April, 2026