Sanathnagar Enterprises Ltd Directors Report

To the Members

The Directors are pleased to present the 79^th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Particulars	2025-26	2024-25
Revenue from operations	-	-
Other income	35.51	46.64
Total Income	35.51	46.64
Depreciation and Amortisation Expense	-	1.25
Profit / (Loss) before tax	9.96	4.01
Tax Expenses	-	(344.00)
Profit / (Loss) for the year	9.96	(339.99)

REVIEW OF PERFORMANCE AND FUTURE OUTLOOK

The Company did not have any operations and did not earn any revenue during the year. The net profit during the year was Rs 9.96 lakhs against a loss of Rs 339.99 lakhs during the previous financial year.

The Companys real estate project in Hyderabad was completed in 2018. The Company does not have any ongoing business operations and does not intend to undertake any new business activities.

DIVIDEND AND RESERVES

The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.

CHANGES IN SHARE CAPITAL

There was no change in the authorised and paid-up share capital of the Company during the financial year 2025-26.

KEY DEVELOPMENTS DURING THE YEAR

In July 2024, the Company had applied to BSE Ltd for obtaining no objection certificate for the scheme of Merger by Absorption of the Company, Roselabs Finance Limited and National Standard (India) Limited with Lodha Developers Limited (the holding company). Subsequently, basis discussions and deliberations with various stakeholders the Company withdrew from the Scheme on August 11, 2025.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (the "Act") and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2026 is available on the Companys website at www.sanathnagar.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Ms Sanjyot Rangnekar, Mr Rameshchandra Chechani, Ms Ritika Bhalla and Mr Jinesh Shah are directors of the Company as on the date of this report.

Ms Ritika Bhalla and Mr Jinesh Shah were reappointed as Independent Directors for a second term of five consecutive years from July 22, 2027 to July 21,2032, by the Board on recommendation of the NRC on July 14, 2026, not liable to retire by rotation, subject to approval of the members of the Company. Necessary resolution for their re-appointments forms part of the accompanying AGM notice.

Mr. Rameshchandra Chechani retires by rotation and being eligible, offers himself for re-appointment. The Board on the recommendation of the NRC has recommended his reappointment at the ensuing AGM. Necessary resolution for his reappointment forms part of the accompanying AGM notice.

Key Managerial Personnel

Mr Vikas Jain, CEO, Mr. Sandeep Lakhotia, Chief Financial Officer and Mr. Abhijeet Shinde, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Act, as on the date of this report.

Mr Vikas Jain was appointed as CEO of the Company with effect from July 14, 2026 in lieu of Mr Martin Godard, Manager.

Mr Vikash Mundra ceased to be Chief Financial Officer of the Company w.e.f. January 19, 2026 and Mr Sandeep Lakhotia was inducted as Chief Financial Officer of the Company w.e.f. January 20, 2026.

Declarations by Independent Directors

The Company has received declarations from all independent directors confirming that (i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations;

(ii) they are not disqualified from being appointed as directors in terms of Section 164 of the Act;

(iii) they are not debarred from holding office of director pursuant to any order of SEBI, MCA or any such other statutory authority; and

(iv) they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed that they have successfully registered in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

Reclassification of certain members forming part of the "Promoter & Promoter Group" of the Company to "Public" category

During the year under review, the Company received requests from Mr. N.P.S. Shinh, Mrs. Manita Shinh, and M/s. Continuous Forms (Calcutta) Limited (‘Outgoing Promoters), collectively holding 72,090 equity shares, representing 2.28% of the paid-up equity share capital of the Company, seeking reclassification from the ‘Promoter and Promoter Group category to the ‘Public category pursuant to Regulation 31A of the Listing Regulations. The Board of Directors at its meeting held on July 14, 2026, approved the said request. Subsequently, BSE Limited granted its ‘No-Objection for the reclassification vide its letter dated August 12, 2026, subject to the approval of the Members. Accordingly, a resolution seeking Members approval for the proposed reclassification has been included in the Notice convening the ensuing AGM."

BOARD AND BOARD MEETINGS

The Board is an optimum mix of Non-Executive, Independent and Women Directors and conforms to the provisions of the Act, Listing Regulations and other applicable regulations. As on March 31,2026, the Board had four directors, out of which two are non-executive,non-independent directors and two are independent directors. The Chairperson of the Board is a Non-Executive, Non- Independent Director. There is one woman director on the Board. Appointment/ re-appointment of all directors is subject to periodic approval of the shareholders. The Company does not have any permanent Board seat.

In the opinion of the Board, all the board members possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Meetings of the Board

Five Board meetings were held during the year. These meetings were held on April 17, 2025, July 17, 2025, August 11, 2025, October 16, 2025 and January 19, 2026. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards. All directors attended all the meetings held during the year.

Independent Directors Meeting

During the year, the Independent Directors met twice without the presence of the Executive and Non-Executive Directors or any other Management Personnel. These meetings were held on August 11, 2025 and March 30, 2026.

BOARD COMMITTEES

The Board has constituted three committees as on March 31, 2026.

Audit Committee

As on March 31, 2026, the Audit Committee comprised of 3 members. Ms. Ritika Bhalla, Chairperson and Mr. Jinesh Shah, both Independent Directors and Ms. Sanjyot Rangnekar Non-Executive and Non-Independent Director. All Members of the Committee have relevant experience in financial matters. The CEO and the CFO are invitees to the meetings of the Committee. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.

The Audit Committee met five times during the year; April 17, 2025, July 17, 2025, August 11, 2025, October 16, 2025 and January 19, 2026. All members attended all the meetings held during the year.

Nomination & Remuneration Committee

As on March 31, 2026, the Nomination & Remuneration Committee comprised of 3 members. Ms. Ritika Bhalla, Chairperson, Mr. Jinesh Shah, independent Directors and Ms. Sanjyot Rangnekar Non-Executive and Non-Independent Director. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.

The Committee met three times during the year; on April 17, 2025, July 17, 2025 and January 19, 2026. All members attended all the meetings held during the year.

Stakeholders Relationship Committee

As on March 31, 2026, the Stakeholders Relationship Committee comprised of 3 members. Ms. Sanjyot Rangnekar, Chairperson, Mr. Jinesh Shah and Ms. Ritika Bhalla, both independent directors. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.

The Committee met once during the year; on July 17, 2025. All members attended the meeting.

BOARD EVALUATION

The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as 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. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Companys website at www.sanathnagar.in. Salient features of the Policy are reproduced in Annexure I to this Report.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

MSKA & Associates LLP, Chartered Accountants were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years, at the AGM held on September 24, 2021 and hold office upto the conclusion of the AGM to be held in the financial year 2026.

The Statutory Auditors Report for financial year 2025-26 does not contain any qualifications, reservations, disclaimers or adverse remarks. The Auditors report is enclosed with this Annual Report.

The term of M/s. MSKA & Associates LLP, Statutory Auditors of the Company expires at the conclusion of the ensuing AGM. The Board of Directors, at its meeting held on April 17, 2026, based on recommendation of the Audit Committee, has recommended the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 79^th AGM till the conclusion of the 84th AGM to be held in 2031. Accordingly, an Ordinary Resolution, proposing appointment of M/s Walker Chandiok & Co. LLP, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the 79^th AGM Notice. The Company has received written consent and a certificate that M/s. Walker Chandiok & Co. LLP satisfy the criteria provided under Section 141 of the Act and that their appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2025-26.

The Secretarial Audit Report for financial year 2025-26 does not contain any qualifications, reservations, disclaimers or adverse remarks. The Secretarial Audit Report is provided in Annexure II to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or provided security or made investments to/in any other company during the financial year under review.

RELATED PARTY TRANSACTIONS

The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act during the financial year under review, were in the ordinary course of business and have been transacted at arms length basis. There are no transactions/contracts/ arrangementsenteredbytheCompanywithrelatedpartiesduringthefinancialyear,thatarerequiredtobereportedinFormAOC-2.

HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

The Company is a subsidiary of Lodha Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. The Company did not have any subsidiary, joint venture or associate company during the year the review.

INTERNAL CONTROLS

Risk Management

Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Internal Controls and their adequacy

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditors. The Board / Audit Committee reviews adequacy and effectiveness of the Companys internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

Whistle Blower Policy and Vigil Mechanism

The Companys Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Companys website www.sanathnagar.in. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, do not apply as there are no employees.

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

The Company has no ongoing project, therefore the particulars as required under the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company.

During the financial year 2025-26, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.

CORPORATE GOVERNANCE REPORT

As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form part of this Report.

GENERAL DISCLOSURES

Your Directors state that for the financial year ended March 31, 2026, no disclosure is required in respect of the following items and accordingly confirm as under:

a. The Company has neither revised the financial statements nor the Boards report.

b. The provisions related to Cost Audit are not applicable to the Company.

c. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefits Act, 1961 were not applicable to the Company.

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

e. The Company has not accepted any deposits during the financial year.

f. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.

g. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Companys operations in future.

h. There was no change in the nature of the business of the Company.

i. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

j. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honble NCLT.

k. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

l. The provisions of section 135 of the Act are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report forms a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof; b. they 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 March 31, 2026 and of the profit and loss of the Company for the financial year ended on that date; c. they have 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. they have prepared the annual accounts on a going concern basis; e. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.

		For and on behalf of the Board
		Sanathnagar Enterprises Limited
Date: August 20, 2026	Sanjyot Rangnekar	Rameshchandra Chechani
Place: Mumbai	Chairperson	Director
	DIN: 07128992	DIN: 05179363