Sathlokhar Synergys E&C Global Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 12^th Boards Report of the Company together with the Audited financial statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The Companys financial performance for the year ended 31^st March 2025 is summarized below:

(Amount in _ Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	39,936.53	24,697.37
Other Income	246.17	34.71
Total Revenue	40,182.69	24,732.09
Employee Benefit Expenses	1,805.41	844.41
Cost of Consumption	31,973.76	19,917.48
Other Direct Expenses	-	-
Finance Costs	198.62	66.25
Depreciation
And Amortization Expenses	61.88	26.18
Other Expenses	409.58	377.51
Total Expenses	34,449.25	21,231.82
Prior Period Item	-	6.09
Profit/ (Loss) before Tax	5,733.44	3,494.17
Current Tax	1465.31	886.59
Deferred Tax	(10.23)	(5.23)
Tax Adjustment for earlier years	1.66	-
Profit/ Loss After Tax	4,276.70	2,612.82
Minority Interest	-	-
Profit/ Loss for period from continuing operations	4,276.70	2612.82

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2024-25, revenue from operations stood at 399.37 crores as against 246.97 crores in the previous year registering a growth of 61.70 %. The total expenditure of the company is 344.49 Crores as against 212.32 Crores in the previous year 2023-24, an increase of 62.25 %. Profit before exceptional items and tax for the current year is 57.33 crores as against 35.00 crores in the previous year registered a growth of 63.88 %. Profit after tax for the current year is 42.77 crores as against 26.13 crores in the previous year registering a growth of 63.68%. The Net Profit for the year under review amounted to 42.77 crores as compared to 26.13 crores in the previous year, an increase of 63.68 % from the previous year.

BUSINESS OUTLOOK

The Company is engaged in Engineering, Procurement and Construction EPC (Design and Build) & Infra Turnkey Contracting business. Presently the company operates in the states of Tamil Nadu, Karnataka, Andhra Pradesh, Telangana, Uttar Pradesh and Maharashtra. The Company is in the process of expanding its business to other geographies both in India and abroad. The ability of the company to expand its operation to other states in a significant manner demonstrates its execution capabilities as well as the uncompromised and passionate service.

The Company has successfully undertaken various Construction of Buildings (Design& Build) & Infrastructure Facilities Industrial/ Warehouse, PEB Buildings, Commercial, Institutional, Hospital/ Pharma Projects, Residential, Hotels/ Resorts & Solar projects, which also offers Project Management Consultancy Services under a single point responsibility. The Company is recognized as an authorised "Government approved A Grade" (EA 3660) Electrical (HT<) Engineers & MEP Turnkey Contractors There were no schemes of acquisition, merger, expansion, modernization or diversification, nor any developments relating to acquisition or assignment of material Intellectual Property Rights.

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of this Report.

DIVIDEND:

Your directors did not recommend any dividend for the financial 2024-25 considering the increasing fund requirements to fund its growth and expansion plans coupled with the working capital requirements. The decision in respect of dividend is guided by the Dividend Distribution Policy adopted by the Company The policy is available on the Companys website and can be accessed at the link https://www.sathlokhar.com.

TRANSFER TO RESERVES

During the year under review, the Company has not proposed to transfer any amount to the reserves.

QUALITY ASSURANCE

Your Company has ISO 45001:2018 in the area of Occupational Health and Safety Management System. Your company also has ISO 14001:2015 certificate in the area of Environmental Management System. Also, the Company is ISO 9001:2015 in the area of Quality Management System

AWARDS, RECOGNITION AND CERTIFICATIONS

The company has obtained various certifications which includes ISO Certificate 45001:2018, 14001:2015 and 9001:2015 which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCTION AND PROTECTION FUND

During the year under review, the provisions under Section 124(5) of the Act relating to the transfer of unclaimed dividend and unclaimed shares to the Investor Education and Protection Fund (IEPF) were not applicable, as there were no declaration of dividend in the past,

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 STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been 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 this report.

CHANGE IN STATUS OF THE COMPANY

During the year under review, the Company has achieved an important milestone in its history wherein the equity shares of the Company was listed on the SME Platform of NSE viz., "NSE EMERGE" on August 06, 2024. Upon listing, the Corporate Identification Number (CIN) of the Company is changed to L45400TN2013PLC092969.

CHANGE IN THE NATURE BUSINESS

During the year under review, there was no change in the nature of the Companys business.

SHARE CAPITAL

During the year under review, there was no change in the Authorised share capital of the Company. However, the issued, subscribed and paid-up capital of the Company has undergone the following changes: -a) The company has issued 1,54,99,993 Equity Shares of _10/- each as bonus shares (4:31) to the existing shareholders which was approved by the shareholders at the EGM held on May 09, 2024. Consequent to the bonus issue of shares, the issued and paid-up capital of company has been increased to 17,49,99,920/- comprising of 1,74,99,992 equity shares of _10/- each. b) The company has issued 66,38,000 Equity Shares of _10/- each at a price of 140/- per share (including a share premium of 130/- per equity share under its maiden IPO. Consequent to successful completion of IPO, the paid-up capital of the company has been increased to 24,13,79,920/- comprising of 2,41,37,992 equity shares of _10/- each. Apart from the above-mentioned changes, there were no changes in the share capital of the Company during the year. Further it is hereby confirmed that apart from aforesaid issue of shares, the Company has not: i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities. ii) issued equity shares with differential rights as to dividend, voting or otherwise iii) issued any sweat equity shares to its directors or employees iv) provided any Stock Option Scheme to the employees v) made any change in voting rights vi) reduced its share capital or bought back shares vii) changed the capital structure resulting from restructuring viii) failed to implement any corporate action The Companys securities were not suspended for trading during the year since its listing.

INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company successfully completed its maiden IPO involving fresh issue of 66,38,000 Equity Shares of _10/- each at a price of 140/- per share (including a share premium of 130/- per equity share), which received an overwhelming response from the investors. This achievement demonstrates success and credibility of our business model and strategies.

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised an amount of 92.932 Crore through its Initial Public Offer (IPO) during August 2024. Consequent to this, the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. As on date of this report there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated August 02, 2024.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on March 31, 2025, total amount of borrowing stood at 9.05 crores comprising of both secured and unsecured loans. These loans are availed mainly to cater to the requirements towards Working Capital.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same; b) the Directors had 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 March 31, 2025 and of the profit of the Company for the year ended on that date; c) proper and sufficient care has been taken 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 annual accounts have been prepared 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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any loan to any person or other body corporate, not given any guarantee or provided any security in connection with a loan to any other body corporate or person and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate. coming under the purview of Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

During the financial year under review, the Company has not entered into any materially significant related party transactions. All the transactions with related parties during the year were on arms length basis and in the ordinary course of the business. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report. The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") formulated by the Board can be accessed at https://www. sathlokhar.com.

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review all transactions entered into by the Company with its related parties were on arms length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not applicable.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 in Form MGT-7, is available on the Companys website and can be accessed at https://www.sathlokhar.com.

DIRECTORS OR KEY MANAGERIAL PERSONNEL: A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2025, the Board of Directors comprised of 7 Directors which includes 3 Independent Directors, 1 Non-Executive Director and 3 Executive Directors (including 1 women Whole Time Director) comprising of the Chairman & Managing Director and Two Whole Time Directors. During the year there was no change in constitution of board of directors. None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Companies Act, 2013 (Act).

Brief profile of Directors is available at Companys website at https://www.sathlokhar.com. The composition consists of the Executive and Non-Executive Directors and not less than 1/3rd of the Board is comprising of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 14 (Fourteen) Meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 30th April24, 09th May24, 18th May24, 30th May24, 24th June24, 17st Julye24, 23trd July24, 29th Julyt24, 02nd August24, 02nd August24, 28th September24, 5th November24, 23rd December24 and 10th February25.The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S NO DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1 Gopalakrishnan Thiyagu	Chairman & Managing Director & CEO	14	14
2 Thiyagu Sangeethaa	Whole-Time Director & COO	14	14
3 Balasubramaniam Sivasubramanian	Whole-Time Director & CTO	14	14
4 Dinesh Sankaran	Non-Executive Director	14	6
5 Vigneshwaran	Independent Director	14	6
6 Rajaraman Thanigaivelan	Independent Director	14	7
7 Arumugam Muthu	Independent Director	14	6

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings. During FY 2024-25, the Company did not advance any loan to any of its directors. Further, no loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and its Associates/JV.

The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/committees thereof. The Company pays sitting fees of 20,000/- per meeting for its Board Meetings and

10,000/- per meeting for its Committee Meetings to its Non-Executive Directors who are not forming part of promoter/ promoter group as well to Independent Directors for attending the meetings of Board and Committees.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

C. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Dinesh Sankaran (DIN: 07813738) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

D. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Gopalakrishnan Thiyagu, Chairman & Managing Director, Perumal Vijayakumar, CFO and Anil Prasad Sahoo, Company Secretary, are the Key Managerial Personnel ("KMP") of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, there were no changes in the KMP of the Company

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. P P N and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the tenth (10th) Annual General meeting held on September 30, 2023 until the conclusion of Fifteenth (15th ) AGM of the Company to be held in the Financial year 2028. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. M/s. P P N and Company have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

M/s. P P N and Company, Chartered Accountants, have submitted their Report with an unmodified opinion on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT / COMPLIANCE:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your companys annual turnover exceeds the threshold limit as mentioned above; appointment of cost auditor is applicable for the FY 2024-25. Accordingly, the Board of Directors, on recommendation of the Audit Committee has appointed M/s Suthakhar Arumugam & Co., Cost Accountants, Chennai, Membership No-42719, Firm Registration No: 001781, as the Cost Auditors of the Company for the financial year 2024-25. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government within the prescribed timelines.

C. SECRETARIAL AUDITOR AND THEIR REPORT

The Board of Directors of the Company had appointed M/s. Rabi Narayan & Associates, Practicing Company Secretaries (Firm Regn. No. S2000TN667800) Peer Review Certificate No.: 1155/2021), as Secretarial Auditors of the Company for the financial year 2024/25. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure I to this report. The Secretarial Auditors Report for the Financial year 2024-25 does not contain any qualification, reservation or adverse remarks and is self explanatory.

D. INTERNAL AUDITOR:

In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, Ramiya & Associates, Chartered Accountant, (Firm Registration is 028001S) has been appointed as Internal Auditors of the Company to conduct internal audit for the Financial Year 2024-25. The Internal Audit reports are periodically reviewed by the Audit Committee.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company. The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered. 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 & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace.

Details of complaints received and resolved during the financial year under review by the ICC are given below:

Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of cases pending for more than ninety days during the financial year	0
Number of complaints pending as at the end of the financial year	0

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2024-25 in the prescribed format are annexed as Annexure- II.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure III to this Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.sathlokhar.com.

PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development

Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as ANNEXURE- IV. A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part_of_this_Report.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

During the year under review, the Company does not have any Holding/ Subsidiary Company/Joint Venture/Associate Company.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries Company as on 31st March 2025. Hence reporting under this clause is not required to be provided.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2025.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

As on March 31, 2025, the company has five Board level committees: A) Audit Committee B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Risk Management Committee E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee was constituted at the Board meeting held on March 20, 2024 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2024-25, the Company held 06 (Six) Audit Committee meetings on 30/04/2024, 18/05/2024, 12/09/2024, 05/11/2024, 23/12/2024 and 10/02/2025. The composition of the Committee as on March 31, 2025 and the details of meetings attended by its members during the financial year 2024-25 are given below:

Sr. No. Director	Designation in the Committee	No. of meeting entitled	No. of meeting attended
1 Mr. Vigneshwaran (DIN: 10499165)	Chairman	6	6
2 Mr. Rajaraman Thanigaivelan (DIN: 10508744)	Member	6	5
3 Mr. Arumugam Muthu (DIN: 06779632)	Member	6	5

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.sathlokhar.com.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on March 20, 2024. During the Financial Year 2024-25, the Company held 1 (One) Nomination and Remuneration Committee meeting on 09th. May 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Sr. No. Director	Designation in the Committee	No. of meeting entitled	No. of meeting attended
1 Mr. Vigneshwaran (DIN: 10499165)	Chairman	1	1
2 Mr. Rajaraman Thanigaivelan (DIN: 10508744)	Member	1	1
3 Mr. Arumugam Muthu (DIN: 06779632)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.sathlokhar.com.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on March 20, 2024. During the Financial Year 2024-25, the Company held 01 (One) Stakeholders Relationship Committee meeting on 28th September 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Sr. No. Director	Designation in the Committee	No. of meeting entitled	No. of meeting attended
1 Mr. Vigneshwaran (DIN: 10499165)	Chairman	1	1
2 Mr. Rajaraman Thanigaivelan (DIN: 10508744)	Member	1	1
3 Mr. Arumugam Muthu (DIN: 06779632)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.sathlokhar.com.

D. RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been formed by the Board of Directors, at the meeting held on March 20, 2024. During the Financial Year 2024-25, the Company held 01 (One) Risk Management Committee meeting on 28th September, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

Sr. No. Director	Designation in the Committee	No. of meeting entitled	No. of meeting attended
1 Mr. Vigneshwaran (DIN: 10499165)	Chairman	1	1
2 Mr. Rajaraman Thanigaivelan (DIN: 10508744)	Member	1	1
3 Mr. Arumugam Muthu (DIN: 06779632)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.sathlokhar.com.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on March 20, 2024 in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2024-25, the Company held 01 (One) Corporate Social Responsibility Committee meeting on 09th May 2024.The composition of the Committee and the details of meeting attended by its members are given below:

Sr. No. Director	Designation in the Committee	No. of meeting entitled	No. of meeting attended
1 Mr. Vigneshwaran (DIN: 10499165)	Chairman	1	1
2 Mr. Rajaraman Thanigaivelan (DIN: 10508744)	Member	1	1
3 Mr. Arumugam Muthu (DIN: 06779632)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.sathlokhar.com.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist 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. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarise the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarisation Programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.sathlokhar.com.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.sathlokhar.com.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on February 03, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting: i) Performance of Non-Independent Directors and the Board of Directors as a whole; ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; iii) Assessment of 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 All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.sathlokhar.com.

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.sathlokhar. com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www. sathlokhar.com.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below: Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate, Mumbai - 400011, Maharashtra, India Tel: +91 022 2301 8261 , Fax No: +91 022 2301 2517 E-mail: support@purvashare.com , Website: www.purvashare.com

LISTING

The equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- SSEGL with effect from August 06, 2024.

DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0RFP01011.

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023, on "Online Resolution of Disputes in the Indian Securities Market" a common Online Dispute Resolution Portal ("ODR Portal") which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established.

RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of companys shares, pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

CREDIT RATING

In the absence of issue of any debt securities, the Company has not obtained any credit rating with respect to any debt securities. Further, India Rating & Research Private Limited has assigned on Working Capital rating of [IND BB+/Positive/IND A4+ for INR 20crorers and IND BBB/Stable/ IND A3+ for INR 30crorers] for the credit facilities availed by the Company from Banks.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year. Hence, the requirement to disclose the details of the application made or any proceeding pending under the said Code during the year along with their status as at the end of the financial year is not applicable.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company and associate companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

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, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence no disclosure is required in this regard.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative an electronic copy of the Notice of the 12th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at https://www.sathlokhar. com.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is investors@sathlokhar.com.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE Anil Prasad Sahoo,

Company Secretary & Compliance Officer

Registered office: Plot No.5171, 9th Street, Ram Nagar North Extension, Madipakkam, Kanchipuram, Saidapet, Tamil Nadu, India, 600091 Contact No. +91 7299541122; E-mail: cs@sathlokhar.com

BUSINESS LOCATIONS

As on March 31, 2025, the company has its place of business in the following location; CHENNAI, TAMILNADU Plot No.5171, 9th Street, Ram Nagar North Extension, Madipakkam, Kanchipuram, Saidapet, Tamil Nadu, India, 600091.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors of

SATHLOKHAR SYNERGYS E&C GLOBAL LIMITED

 

Sd/-	Sd/-
Gopalakrishnan Thiyagu	Thiyagu Sangeethaa
Managing Director	Whole Time Director
(DIN:02755501)	(DIN: 06531428)

 

Place: Chennai

Date: 09/05/2025