Sathlokhar Synergys E&C Global Ltd Directors Report

Boards Report

Dear Members,

The Board of Directors have pleasure in presenting the 13^th Boards Report of the Company together with the Audited financial statements for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The Companys financial performance for the year ended 31^st March 2026 is summarized below:

		(Amount in Rs. Lakhs)
1 Particulars	2025-26	2024-25 I
Revenue from operations	82,027.99	36,968.52
Other Income	327.60	246.77
Total Revenue	82,355.58	37,215.29
Employee Benefit Expenses	4,024.95	1,785.94
Cost of Consumption	74,279.63	31,581.71
Change in Inventories of Finished goods	(8,701.89)	(1,796.92)
Finance Costs	626.31	207.58
Depreciation and Amortization Expenses	96.83	59.85
Other Expenses	964.81	501.67
Total Expenses	71,290.65	32,339.83
Exceptional Items: Expenses/Tax	(24.10)	-
Profit/ (Loss) before Tax	11,040.83	4,875.46
Current Tax	2816.56	1465.31
Deferred Tax	(7.25)	(5.30)
Tax Adjustment for earlier years	-	0.25
Profit /Loss for the Year	8,231.52	3,415.20
Profit/ Loss After Tax	8,231.52	3,415.20
Minority Interest	-	-
Profit/ Loss for period from continuing operations
	8,231.52	3,415.20
Earning per Equity Share (in Rs.)
i. Basic	33.20	15.58
ii. Diluted	33.08	15.58

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2025-26, revenue from operations stood at Rs. 820.28 crores as against Rs. 369.69 crores in the previous year registering a growth of 121.88%. The total expenditure of the company was Rs.712.91 Crores as against Rs.323.40 Crores in the previous year 2024-25, an increase of 120.44%. Profit before exceptional items and tax for the financial year 2025-26 stood at Rs.110.41 crores as against Rs. 48.75 crores in the previous year, registering a growth of 126.48 %. Profit after tax for the financial year 2025-26 was Rs.82.32 crores as against Rs. 34.15 crores in the previous year registering a growth of 141.05%. The Company delivered a healthy operating performance in financial year 2025-26 with its operating revenues crossing Rs. 800 crores.

There has been no change in the legal status of the Company during the year under review. The Company continues to operate in the same class and category as in the previous year. The financial year of the Company remains unchanged. The Company continues to follow the financial year commencing on 1^stApril and ending on 31^st March, in accordance with the provisions of the Companies Act, 2013.

The Company has not undertaken any major capital expenditure programmes during the year. The existing infrastructure and resources were considered adequate to support its operations, with only routine expenditure incurred towards maintenance and operational efficiency.

No acquisition, merger, expansion, modernization, or diversification activities were undertaken during the year under review. The operations of the Company continued in the normal course of business without any structural or strategic changes. The Company has not acquired, assigned, or developed any material Intellectual Property Rights during the year under review.

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. During the financial year 2025-26, the Company secured its first overseas EPC project in Sri Lanka, marking a significant milestone in its business expansion. This project reflects the Companys growing reputation and expanding global footprint. The Company continues to explore opportunities to expand its geographical presence in both domestic and international markets while strengthening its project execution capabilities. The ability of the company to expand its operation to other states in a significant manner demonstrates its execution capabilities and commitment to delivering uncompromised service quality.

The Company undertakes a diverse range of EPC projects across industrial and warehouse facilities, pre-engineered buildings (PEB), commercial, institutional, healthcare, pharmaceutical, residential, hospitality, infrastructure and solar sectors. In addition to EPC services, the Company also provides Project Management Consultancy (PMC) services on a single-point responsibility basis. The Company is recognised as a Government-approved "A Grade" (ESA 635) Electrical (LT & HT) and MEP Turnkey Contractor.

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 Year 2025-26 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/pdf/DIVIDEND- DISTRIBUTION-POLICY.pdf.

TRANSFER TO RESERVES:

The Board has decided to retain the entire amount of profit for FY26 in the distributable retained earnings.

QUALITY ASSURANCE:

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

AWARDS, RECOGNITION AND CERTIFICATIONS:

The company has obtained various certifications which include 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. Along with that, Company has got Gold Medal for residential Solar Projects from Tamil Nadu Annual Solar Awards.

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 the company has not declared any 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.

MATERIAL EVENTS DURING THE YEAR

The following are the significant events taken place during the year under review:

a) Increase in Authorised Share Capital

Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on October 17, 2025, the authorised share capital of the Company was increased from Rs.25 Crores to Rs.35 Crores to facilitate the proposed preferential issue of securities.

b) Alteration of Memorandum of Association

During the year, the Capital Clause of the Memorandum of Association of the Company was altered with the approval of the shareholders at the Extraordinary General Meeting held on October 17, 2025 consequent to the increase in the authorised share capital of the Company from Rs.25,00,00,000 (Rupees Twenty-Five Crore Only) to Rs.35,00,00,000 (Rupees Thirty-Five Crore Only).

c) Preferential Issue of Equity Shares and Convertible Warrants

Pursuant to the approval of the Shareholders at their Extra Ordinary general Meeting held on October 17, 2025 and subsequent approval of the Board of Directors at their meeting held on November 21, 2025, the Company completed its maiden preferential issue by allotting: Rs.18,40,600 Equity Shares of face value Rs.10/- each at an issue price of Rs.482/- per equity share (including a securities premium of Rs.472/- per equity share); and Rs.3,75,000 Convertible Warrants, each carrying a right to subscribe to one equity share of face value Rs.10/- at an issue price of Rs.482/- per warrant (including a warrant premium of Rs.472/- per warrant).

Consequent to the allotment of 18,40,600 equity shares, the paid-up equity share capital of the Company increased from Rs.24,13,79,920, comprising 2,41,37,992 equity shares of Rs.10/- each, to ^25,97,85,920, comprising 2,59,78,592 equity shares of Rs.10/- each.

In accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the warrant holders paid 25% of the issue price at the time of allotment on November 21, 2025. The balance 75% of the issue price is payable upon exercise of the warrants within 18 months from the date of allotment. Upon receipt of the balance consideration, the warrants shall be converted into equity shares in the ratio of one equity share for every one warrant.

d) Applicability of Main Board Compliance Framework

Consequent to the completion of the preferential issue during the financial year 2025-26, the paid-up equity share capital of the Company exceeded Rs.25 Crores, resulting in the applicability of the regulatory and compliance framework governing Main Board listed companies.

Accordingly, the Company adopted the Indian Accounting Standards (Ind AS) for the preparation of its financial statements for the financial year ended March 31, 2026, and initiated compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 governing Main Board listed entities. The Company has also duly intimated the National Stock Exchange of India Limited (NSE) of these developments through the requisite disclosures made under the Listing Regulations.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the Companys business as the Company continues to engage in the same line of business activities.

SHARE CAPITAL:

During the financial year under review, the authorised share capital of the Company was increased from Rs.25,00,00,000 divided into 2,50,00,000 equity shares of Rs.10/- each to Rs.35,00,00,000 divided into 3,50,00,000 equity shares of Rs.10/- each, pursuant to the approval of the shareholders at the Extraordinary General Meeting held on October 17, 2025.

During the year, the Company also completed a preferential issue of equity shares and convertible warrants, pursuant to which the issued, subscribed and paid-up equity share capital increased from ^24,13,79,920 to ^25,97,85,920. Details of the preferential issue, including the allotment of 18,40,600 equity shares and 3,75,000 fully convertible warrants, are provided under the section "Material Events During the Year" forming part of this Report.

Apart from the above changes, there was no other change in the authorised, issued, subscribed or paid-up share capital of the Company during the financial year under review.

The Company further confirms that during the year under review it has not:

i) issued any shares, debentures, bonds or other convertible or non-convertible securities, other than the equity shares and convertible warrants referred to above;.

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.

PREFERENTIAL ISSUE:

During the year under review, the Company successfully completed its maiden Preferential Issue involving fresh issue of 18,40,600 Equity Shares of Rs.10/- each at a price of Rs. 482/- per share and 3,75,000 convertible Warrants (including premium of Rs. 472/- per equity share and Warrant), 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 PREFERENTIAL ISSUE:

During the financial year ended March 31, 2026, the Company raised an aggregate amount of Rs.93.24 Crores through the preferential issue of equity shares and convertible warrants. Pursuant to the allotment, the equity shares issued under the preferential issue were listed and admitted to trading on the NSE EMERGE Platform of the National Stock Exchange of India Limited.

The proceeds of the preferential issue have been utilised and are being utilised for the purposes stated in the Notice convening the Extraordinary General Meeting and the Private Placement Offer-cum-Application Letter (PAS-4), in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Board confirms that, as on the date of this Report, there has been no deviation or variation in the utilisation of the proceeds of the preferential issue from the objects stated in the Notice convening the Extraordinary General Meeting and the Private Placement Offer-cum-Application Letter (PAS-4).

The Company had raised an amount of Rs. 93.24 Crore through its preferential Issue till 31/03/2026. Consequent to this, the fresh 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 Preferential issue proceeds from the objects as stated in the PAS 4 & notice to the Shareholders.

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, disclosure requirements prescribed under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

BORROWINGS:

As at March 31, 2026, the Company had total borrowings of Rs.89.74 Crores, comprising secured as well as unsecured loans. These borrowings were availed in the ordinary course of business and were primarily utilised for meeting the Companys working capital requirements. The details of the borrowings are disclosed under the head "Current liabilities - Borrowings" in Note No. 20 of Notes to the Financial Statements.

COMPLIANCE OF SECRETARIAL STAN DARDS:

During the year, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

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, 2026, 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, 2026 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 as last amended on September 19,2025 can be accessed at https://www.sathlokhar.com/ pdf/AM ENDED-RELATED-PARTY-TRANSACTION-POLICY.pdf.

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

Pursuanttothe provisionsof 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, 2026 in Form MGT-7, is available on the Companys website and can be accessed at https://www.sathlokhar.com/mgt-7.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2026, the Board of Directors comprised of 8 Directors consisting of 4 Independent Directors, 1 Non-Executive Director and 3 Executive Directors including 1 woman Whole Time Director. The Executive Directors comprise the Chairman & Managing Director and Two Whole Time Directors.

During the year under review, the Board at its Meeting held on December 29, 2025, appointed Mr. Vimalan (DIN: 11448507), as an Additional Director (Non-Executive Independent Director), on the recommendation of the Nomination and Remuneration Committee, whose appointment as an Independent Director was subsequently approved by the shareholders in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board is in conformity with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2026, not less than one-half of the Board comprised Independent Directors.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, none of the Directors has incurred any disqualification under Sections 164(1) or 164(2) of the Companies Act, 2013.

Brief profile of Directors is available at Companys website at https://www.sathlokhar.com/board-of- directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS:

During the Financial Year 2025-26, 09 (Nine) Meetings of the Board of Directors were held in accordance with the provisions of Section 173 of Companies Act, 2013. The meetings were held on 09th May25, 28th August 25,19th September25,10th November25, 21st November25, 01st December25, 29th December25, 06th February26, and 13th February26. The intervening gap between any two Board Meetings was within the period prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

s. NO. DIRECTOR	DESIGNATION	NO. OF BOARD MEETING ENTITLED	NO. OF BOARD MEETING ATTENDED
1 Gopalakrishnan Thiyagu	Chairman & Managing Director & CEO	09	09
2 Thiyagu Sangeethaa	Whole Time Director & COO	09	09
3 Balasubramaniam Sivasubramanian	Whole Time Director & CTO	09	09
4 Dinesh Sankaran	Non-Executive Director	09	05
5 Vigneshwaran	Independent Director	09	08
6 Rajaraman Thanigaivelan	Independent Director	09	08
7 Arumugam Muthu	Independent Director	09	07
8 Vimalan	Independent Director	02	01

More details on meetings and composition of the Board and Committees of the Board, are provided in the Corporate Governance Report, which forms part of this Report.

Detailed agenda with explanatory notesand 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 2025-26, 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 were given by the Company.

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 Rs.20,000/- per meeting for its Board Meetings and Rs. 10,000/- per meeting for its Committee Meetings to its Non-Executive Directors as well as to Independent Directors for attending the meetings of Board and Committees.

Remuneration of the executive directors consists of 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. BOARD EVALUATION

The annual evaluation process of the Board, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the 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 on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Chairman of the Board had one-on-one meetings with the independent directors and the Chairman of NRC had one- on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non- Executive Directors in the aforesaid Meeting. The Board also assessed 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. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

D. 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. Balasubramaniam Sivasubramanian (DIN: 10332109), Whole time Director and

Mr. Gopalakrishnan Thiyagu (DIN: 02755501), Managing 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 their re-appointment. Details of the Directors retiring by rotation/ seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

E. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company, as per Sections 2(51) and 203 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, comprise Mr. Gopalakrishnan Thiyagu, Chief Executive Officer, Chairman & Managing Director; Mrs. Thiyagu Sangeethaa Whole-Time Director; Mr. Balasubramaniam Sivasubramanian, Whole-Time Director; Mr. Perumal Vijayakumar, Chief Financial Officer; and Mr. Anil Prasad Sahoo, Company Secretary and Compliance Officer.

F. CHANGES IN DIRECTORS AND KEY MANAGERIAL

PERSONNEL

During the year Mr. Vimalan (DIN: 11448507) has been appointed as an Independent Director on the Board of the Company.

Apart from the same, there were no changes in the Directors and KMP of the Company.

AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS AND THEIR REPORT:

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 during the Financial year 2028.

The Auditors have confirmed that they 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.

The Statutory Auditors Report on the Financial Statements of the Company for Financial Year 2025- 2026 forms part of this Annual Report. Statutory Auditors have submitted their Report with an unmodified opinion and there are no observations qualification, reservation, adverse remark or disclaimer in the Audit Report which call for any explanation/comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT/COMPLIANCE:

Maintenance of cost records and appointment of cost auditor is applicable to the company for the financial year 2025-26 in terms the provisions under Section 148 of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014. The Board of Directors, on the 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 2025-26. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

C. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations M/s. Rabi Narayan & Associates, Practicing Company Secretaries (Firm Regn. No. S2000TN667800 Peer Review Certificate No.: 7811/2026), were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from 1st April, 2025 to 31^st March, 2030 at the Annual General Meeting held on 25/09/2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure I to this report.

The said Report does not contain any qualification, reservation or adverse remark, except for observations relating to delay in filing of certain forms/returns with the Registrar of Companies. Your Directors wish to clarify that all the forms/returns referred to in the Secretarial Audit Report have since been duly filed with the Registrar of Companies, along with the applicable additional fees, wherever required, and no such filing remained pending as at the end of the financial year. The Company has also strengthened its compliance monitoring mechanism to ensure timely statutory filings going forward.

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, M/s. 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 2025-26, however due to resignation of M/s. Ramiya & Associates during the third quarter of the financial year, the Board, on the recommendation of the Audit Committee has appointed M/s. B R Rao & Co, Chartered Accountant (Firm Registration is 030894S) as Internal Auditor for carry out of internal audit for rest of the Financial Year 2025/26. The Internal Audit reports are periodically reviewed by the Audit Committee and the Board.

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 WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAp ACT, 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 provisionsof the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. 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 Flarassment Policy in line with the requirements of the Sexual Flarassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Committee (1C) 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 1C are given below:

No. of complaints at the beginning of the year	Nil
No. of complaints received during the year	Nil
No. of complaints disposed of during the year	Nil
No. of cases pending for more than ninety days during the financial year	Nil
No. of complaints at the end of the year	Nil
No of workshops or awareness program against sexual harassment carried out	Two
Nature of action taken by employer or District officer	Nil

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. The Company is committed to providing a safe, inclusive and supportive work environment for its women employees and extends maternity benefits and other statutory entitlements in accordance with the provisions of the Act, wherever applicable.

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 Companies Act, 2013, 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 2025-26 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.

The Companys risk management framework is designed to proactively identify and manage risks that may impact the achievement of its strategic and operational objectives. The principal risks monitored by the Company include project execution risk, working capital and liquidity risk, customer and contract risk, supply chain and procurement risk, health, safety and environmental (HSE) risk, regulatory and statutory compliance risk, human resource risk, information technology and cybersecurity risk, and market and economic risks. Appropriate mitigation measures, internal controls and periodic reviews are undertaken to manage these risks effectively.

During the financial year under review, the Board reviewed the effectiveness of the risk management framework and internal financial controls and was satisfied that adequate systems and processes were in place to identify, monitor and mitigate material risks. No material weakness or significant deficiency in the Companys internal financial controls over financial reporting was observed during the year.

The Risk Management Policy of the Company can be accessed at https://www.sathlokhar.com/pdf/RISK-MANAGEMENT- POLICY.pdf.

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 DIRECTORSAPPOINTMENT 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/pdf/REMUNERATION-POLICY.pdf.

PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year under review. The Company continued its trust 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 provided as an annexure forming part of this Report.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

During the year under review, the Company had no Holding company, Subsidiary Company, Joint Venture or Associate Company within the meaning of the Companies Act, 2013.

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

The Company did not have a holding company or any subsidiary company during the year under review. Accordingly, the disclosure requirements relating to the receipt of remuneration or commission by the Managing Director or Whole-time Director from the holding or subsidiary company, as prescribed under Section 197 of the Companies Act, 2013, read with the applicable Rules, are not applicable to the Company.

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 31^stMarch, 2026.

CORPORATE GOVERNANCE

The equity shares of the Company are listed on the SME Platform (NSE Emerge) of the National Stock Exchange of India Limited ("NSE"). In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), companies whose equity shares are listed on the SME platform of a recognised stock exchange are exempt from compliance with the corporate governance requirements specified under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D and E of Schedule V of the Listing Regulations. However, pursuant to the applicable provisions of the Listing Regulations read with the relevant SEBI circulars governing SME listed entities, an SME-listed company whose paid-up equity share capital exceeds Rs.25 Crores is required to comply with the regulatory and compliance framework applicable to Main Board listed companies.

Consequent to the completion of the Preferential Issue during the financial year 2025-26, the paid-up equity share capital of the Company exceeded Rs.25 Crores. Accordingly, the Company became subject to the corporate governance and other compliance requirements applicable to Main Board listed companies under the Listing Regulations for the financial year ended March 31, 2026.

In compliance with Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Corporate Governance Report, together with the requisite certificate on compliance with the conditions of Corporate Governance, forms part of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, 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 and is also provided in the corporate governance section of the Annual Report.

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(l)(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 Actandthe Listing Regulationsandthattheyare 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/pdf/POLICY- 0 F-FAMI LIAR IZATI ON-PROG RAM ME-FOR-IN DEPEN DENT- DIRECTORS.pdf.

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 and can be accessed at https://www.sathlokhar.com/pdf/ POLICY-FOR-APPOINTMENT-OF-IN DEPEN DENT-DIRECTORS- AND-CODE-OF-CONDUCT.pdf.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 26, 2026 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.

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/pdf/WH ISTLE-BLOWER-POLICY.pdf.

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. The policy on Code of Conduct for Prevention of Insider Trading can be accessed at https:// www.sathlokhar.com/pdf/CO DE-TRADING, pdf

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/pdf/code-of-conductl.pdf. 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/policies.

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, 2026, 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, three resolutions were passed through postal ballot on 20/03/2026.

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/H0/0IAE/0IAEJAD-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, Crisil Ratings Limited has rated total Bank Loan Facilities for Rs. 200 Crore. For Long Term Rating, Crisil Ratings Limited has rated Crisil BBB+/Positive (Assigned)

and Short Term Rating, Crisil Ratings Limited has rated Crisil A2 (Assigned) 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 DURING THE YEAR ALONGWITH THEIR STATUS AS ATTHE 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 ATTHETIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTTTUTIONS 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 13th 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/annual-report.

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, 9^th Street,

Ram Nagar North Extension,

Madipakkam, Kanchipuram,

Saidapet, Tamil Nadu, India, 600091

Contact No. +91 7299541122;

E-mail: cs@sathlokhar.com

DESIGNATED PERSON RESPONSIBLE FOR FURNISHING INFORMATION ON THE BENEFICIAL INTERESTS IN SHARES OF THE COMPANY:

Mr. Anil Prasad Sahoo (Membership No. A22871), who was appointed as Company Secretary with effect from 15/02/2024, has also been designated as the responsible person for furnishing information on beneficial interests in the Companys shares.

BUSINESS LOCATIONS

As on March 31, 2026, 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
	Gopalakrishnan Thiyagu	Thiyagu Sangeethaa
	Managing Director	Whole Time Director
	(DIN:02755501)	(DIN: 06531428)
Place: Chennai
Date: 28th May, 2026