Sattva Engineering Construction Ltd Directors Report

Dear Members,

The Board of Directors of your Company is pleased to present the 21^st Annual Report of Sattva Engineering Construction Limited, together with the Audited Financial Statements for the financial year ended March 31, 2026.

The year under review reflects steady progress and sustained momentum in the Companys operations. This Report provides an overview of the Companys business performance, key developments, and operational highlights, along with insights into its strategic direction.

The Board is confident that the financial and operational performance presented in this Report demonstrates the Companys continued commitment to excellence, its achievements during the year, and the effectiveness of the strategic initiatives undertaken to drive long-term growth and enhance stakeholder value.

1. Synopsis of Financial Performance and Key Highlights

The summarized comparison of Financial Performance of the Company for the FY 2025-2026 and the FY 2024-2025 is given below:

(Rs. In Lakhs Except EPS)

Particulars	FY2025-26	FY2024-25
Revenue from Operations & Other Income (Total Income)	14,402.54	10,976.54
Less: Operating and Administrative Expenses	12,113.61	9,000.35
Profit Before Interest, Tax & Depreciation (EBITDA)	2,288.93	1,976.19
Less: Finance Cost	480.16	679.31
Less: Depreciation & Amortization Expenses	37.49	35.53
Profit before prior-period items, extraordinary items and tax	1,771.28	1,261.35
Less: Prior-Period Items	-16.24	-
Profit before extraordinary items and tax	1,787.52	1,261.35
Less: Extraordinary items	-	-
Profit Before Tax (PBT)	1,787.52	1,261.35
Less: Total Tax Expenses	478.12	347.44
Net Profit/(Loss) After Tax	1,309.40	913.91
Weighted Average number of shares outstanding (at the F.V. of 10/- each)	1,54,65,591	1,19,69,415
Earning Per Equity Share - (Basic & Diluted) (Rs.)	8.47	7.64

During the year under review, the Gross Revenue of the Company amounting to Rs.14,322.86 Lakhs (Previous Year - Rs. 10,856.60 Lakhs) recorded a significant increase. Corresponding to this increase, the Profit after tax recorded a significant increase and amounted to Rs. 1,309.40 lakhs (Previous year - Rs. 913.91 lakhs). Directors are confident that the Revenue and the profitability of the Company would continue to record a progressive increase in the coming years.

2. Brief History of the Company, Overview of the Industry and Important Changes in The Industry during the Previous Financial Year

M/s. Sattva Engineering Construction Limited was originally incorporated on December 21, 2005 as a private limited company under the name "Sattva Engineering Construction Private Limited" and was subsequently converted into a public limited company under the name "Sattva Engineering Construction Limited". Over the years, the Company has established its presence as an Engineering, Procurement and Construction (EPC) contractor engaged primarily in execution of infrastructure projects relating to water supply, sewerage systems, wastewater treatment plants, underground drainage systems and allied civil construction activities.

The Company undertakes turnkey EPC projects involving design, engineering, procurement, construction, testing, commissioning and operation & maintenance services for various Government and quasi-Government authorities. With over two decades of operational experience, the Company has developed technical expertise and execution capabilities in the water infrastructure sector and continues to focus on timely project delivery, operational efficiency and quality standards.

During the financial year under review, the Company achieved a significant milestone with the successful completion of its Initial Public Offer (IPO) and listing of its equity shares on the NSE EMERGE platform on September 03, 2025. The listing has strengthened the Companys capital base, enhanced corporate visibility and improved its ability to pursue future growth opportunities.

During the year under review, the Company expanded its geographical presence beyond its existing operations in Tamil Nadu by entering into the State of Karnataka and exploring infrastructure opportunities in the region. This expansion marks an important step in the Companys growth strategy and is expected to strengthen its market presence and diversify its project portfolio in the coming years.

The infrastructure and EPC industry in India continued to witness positive momentum during the financial year 2025-26, particularly in the areas of water supply, sanitation, wastewater management and urban infrastructure development. Increased focus by the Central and State Governments on sustainable water management, rural and urban water supply schemes, sewage treatment infrastructure and environmental sustainability has resulted in growing opportunities for EPC companies operating in this sector.

Government initiatives such as Jal Jeevan Mission, AMRUT, Smart City projects and various State-level water infrastructure programs continued to drive investments in water and wastewater management projects. The sector also witnessed increasing emphasis on modernization of urban infrastructure, efficient wastewater treatment systems and long-term operation & maintenance contracts.

During the year under review, the Company also continued its efforts towards expanding and re-establishing its Industrial and Utility Buildings segment to diversify its operations and explore additional growth opportunities. Although no projects were secured in this segment during the year, the Company remains optimistic about the future potential of this business vertical.

However, the industry continued to face certain challenges including competitive bidding pressures, fluctuations in raw material prices, working capital intensity and project execution risks arising from regulatory approvals and site-related constraints. Despite these challenges, the Company continued to maintain focus on efficient execution, cost optimization and strengthening of its order pipeline.

Your Directors are confident that the continued investment in infrastructure development, particularly in the water and wastewater sector, coupled with the Companys execution capabilities and industry experience, will support sustainable growth and long-term value creation for all stakeholders.

3. Basis of Preparation of Financial Statements

The Audited Financial Statements for the FY 2025-2026, forming part of this Annual Report, have been prepared in accordance with Accounting Standards notified under Section 133 of the Companies Act, 2013 (the "Act") and presentation requirements of the Schedule III of the Companies Act , 2013.

In accordance with the provisions of Section 136(1) of the Act, the Company has duly placed on its website www.sattvaengg.in the Annual Report of the Company comprising therein its Financial Statements for the FY 2025-2026.

4. Share Capital and Changes thereon

During FY 2025-2026, following changes have taken place in the share capital structure of the Company:

Nature of shares	As on March 31, 2025 (No. of shares)	Addition / Reduction	As on March 31, 2026 (No. of shares)
Authorised Share	Equity share (F.V. Rs. 10/-)	1,80,00,000	-	180,00,000
Issued, subscribed & paid-up shares	Equity share (F.V. Rs. 10/-)	1,27,51,816	47,16,800	1,74,68,616

During the year, the Company successfully made Initial Public Offer of 47,16,800 Equity Shares of Rs.10 each (the "Equity Shares") for cash at a price of Rs. 75 per Equity Share (including a Share Premium of Rs.65/- per Equity Share) aggregating to Rs. 3,537.60 Lakhs.

5. Employee Stock Option Scheme, 2025

The Members of the Company, at the Extraordinary General Meeting held on 26 February 2025, approved the Sattva Engineering Construction Limited - Employee Stock Option Scheme, 2025 ("SECL ESOP 2025"), prior to the listing of the equity shares of the Company. The Scheme provides for the grant of up to 50,000 stock options to the eligible employees of the Company in accordance with the terms of the Scheme and the applicable provisions of law.

During the financial year ended 31 March 2026, no stock options were granted, vested, exercised, lapsed or remained outstanding under the Scheme.

The Company shall undertake implementation of the Scheme upon obtaining such approvals, if any, as may be required under the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

6. Listing Information

? With an issue size of 47,16,800 Equity Shares aggregating up to Rs. 3,537.60 Lakhs, the issue was open for subscription from August 26, 2025 till August 29, 2025.

? The equity shares of the Company was listed on EMERGE platform of NSE as on September 03, 2025.

? The annual listing fees for the FY 2026-2027 have been duly paid to the Stock Exchange.

? Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the FY 2025-2026 & FY 20262027 has also been paid.

7. Transfer to Reserves

The total Reserves and Surplus stood at Rs. 7,067.72 Lakhs as on March 31, 2026 as against Rs. 3,066.82 Lakhs as on March 31, 2025.

The profit after tax for the financial year has been retained in the Statement of Profit and Loss and carried forward to the Balance Sheet under "Reserves and Surplus."

8. Dividend

The Board of Directors has decided not to recommend any dividend for the financial year 2025-26. This decision is based on a well-considered strategy to conserve and retain funds for reinvestment in the Companys growth and expansion plans. The Board believes that such reinvestment will enhance the Companys long-term value creation for its shareholders.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Company is not required to formulate a Dividend Distribution Policy as the Company does not fall into the criteria of top 1000 listed entities based on market capitalization. However, the Company has voluntarily formulated a Dividend Distribution Policy, which is available on its website at https://sattvaengg.in/disclosure-under-regulation/

9. Deposits

During the year under review, the Company has not accepted, renewed, or repaid any deposits, and there are no outstanding deposits as on March 31, 2026.

10. Information of Subsidiary / Wholly Owned Subsidiary/ Joint Ventures /Associate Companies

As on March 31, 2026, the Company did not have any subsidiary, joint venture or associate company within the meaning of the Companies Act, 2013. Further, the Company was not a subsidiary of any other company.

11. Particulars of Loans, Guarantees or Investments

{Pursuant to Section 186 of the Act read with relevant rules thereunder}

The Company has not given any loans, provided any guarantees or securities, or made any investments under Section 186 of the Companies Act, 2013 during the financial year under review.

12. Changes in the Nature of Business

The Company did not undergo any change in the nature of its business during the FY 2025-26.

13. Corporate Social Responsibility (“CSR”)

{Pursuant to Section 135 of the Act read with relevant Rules thereunder}

During the financial year 2025-26, the Company was required to spend Rs.13.34 Lakhs being 2% of the average net profits of the immediately preceding three financial years. The Company has fully spent the said amount by contributing to M/s. Rajalakshmi Educational Trust towards eligible CSR activities. Accordingly, there is no unspent CSR amount for the year under review.

The CSR Committee oversees and monitors the implementation of CSR initiatives. As on the date of this Report.

The CSR Committee comprises the following Directors:

Mr. Venkatraman Sankar - Chairman Mr. Rajagopal Sekar - Member Mr. Santhanam Sesahdri - Member

The Annual Report on CSR activities, containing detailed disclosures as prescribed under the Act, is annexed as Annexure - D and forms an integral part of this Report.

The CSR Policy of the Company is available on the Companys website at https://sattvaengg.in/disclosure-under-regulation/

14. Health, Safety and Environment (HSE)

Your Directors place importance on maintaining a safe, healthy and environmentally responsible workplace and remain committed to complying with applicable health, safety and environmental laws and regulations.

Your Directors state that the Company has adopted a Health, Safety and Environment (HSE) Policy and takes necessary measures to ensure safe working conditions for its employees and other stakeholders associated with its operations.

Your Directors further affirm that the Company will continue to focus on improving its health, safety and environmental practices in line with the nature and scale of its operations.

15. Prevention of Sexual Harassment of Employees at Workplace

{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended}

The Company is committed to maintaining a workplace that is free from discrimination, bias, prejudice, and all forms of harassment, including sexual harassment. It strives to cultivate an environment that is safe, respectful, inclusive, and conducive to the well-being of all employees, ensuring that every individual is treated with dignity and respect, irrespective of gender, background, role, or personal beliefs.

Guided by the principle that prevention is better than redressal, the Company adopts a proactive approach to eliminating inappropriate conduct and promoting a culture of mutual respect and accountability. In furtherance of this commitment, the Company has implemented a comprehensive Policy on the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace, in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Through these measures, the Company reinforces its dedication to fostering a positive, secure, and empowering work environment for all employees.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-2026.

No. of Complaints Received	Nil
No. of Complaints Disposed off	Nil
No. of cases pending for more than ninety days	Nil

16. Compliance with the Maternity Benefit Act, 1961

Your Directors confirm that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2025-26, to the extent applicable.

During the year under review, no employee availed maternity benefits under the provisions of the Act and accordingly, no maternity benefit claims arose during the financial year.

The Company remains committed to complying with all applicable statutory requirements relating to employee welfare and benefits.

17. Auditors

(a) Statutory Auditors

{Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder}

M/s. Ramanujam and Boovarahan, Chartered Accountants (FRN: 002945S), had been appointed as the Statutory Auditors of the Company for a term of five consecutive financial years from FY2025-26 to FY 2029-30. However, they resigned from their office as Statutory Auditors on November 27, 2025, during the financial year under review.

To fill the casual vacancy caused by the resignation of the Statutory Auditors, M/s. Raghavan & Muralidharan, Chartered Accountants (FRN: 007110S), were appointed as the Statutory Auditors of the Company at the Extra - Ordinary General Meeting (EGM) held on January 9, 2026. They shall hold office until the conclusion of the ensuing Annual General Meeting

The Independent Auditors Report on the Audited Financial Statements of the Company for the FY 2025-2026 has no audit qualifications, reservations, adverse remarks or disclaimer. Also, the said Auditors have not reported any matter under Section 143(12) of the Act.

(b) Secretarial Auditors

{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder}

M/s. VAK & Associates, Company Secretaries (FRN: P2025TN322600), have been appointed as the Secretarial Auditors of the Company by the Board of Directors at its meeting held on December 11, 2025, for a term of five consecutive financial years, i.e., from FY 2025-26 to FY 2029-30.

The Secretarial Auditors have conducted the audit of the Companys secretarial records for the financial year 2025-26.

Secretarial Audit Report

The Secretarial Audit Report for the financial year 2025-26 is annexed to the Boards Report as "Annexure-E". The report does not contain any qualifications, reservations, adverse remarks, or disclaimers for FY 2025-26.

(c) Cost Auditors

{Pursuant to Section 148 of the Act read with relevant Rules thereunder}

The provisions relating to maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to appoint Cost Auditors.

(d) Internal Auditors

(Pursuant to Section 138 of the Act read with relevant Rules thereunder}

M/s Vikas Mishra & Company, Chartered Accountants (FRN: 026497S), were appointed as the Internal Auditor of the Company for the financial year 2025-26. The Internal Auditors conducted periodic audits during the year and their reports were reviewed by the Audit Committee. The Internal Auditors reports did not contain any major adverse observations during the period under review.

18. Internal Control Systems and Adequacy of Internal Financial Controls with Respect to the Financial Statements

{Pursuant to provisions of Section 134(5) of the Act read with relevant Rules thereunder}

The Company has established adequate internal control systems commensurate with the size, scale, and complexity of its operations. These systems are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has also implemented adequate internal financial controls over financial reporting, which are operating effectively. These controls ensure the accuracy and completeness of accounting records and the timely preparation of reliable financial statements in accordance with applicable accounting standards.

The internal control framework is supported by periodic internal audits, conducted by M/s. Vikas Mishra & Company, Chartered Accountants. The findings and recommendations of the internal auditors are reviewed by the Audit Committee of the Board, which monitors the implementation of corrective actions and continuously evaluates the effectiveness of the control systems.

During the financial year 2025-26, the Company upgraded its accounting software to strengthen its financial reporting system and improve operational efficiency and the Company has commenced its use from the financial year 2026-27. This transition is expected to enhance data accuracy, streamline accounting processes, and support more effective internal financial controls.

Based on the review carried out, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements are adequate and operating effectively.

19. Reporting of Frauds by the Statutory Auditors

{Pursuant to Section 143(12) of the Act read with relevant Rules thereunder}

There was no instance of fraud during the FY 2025-2026, which required the Statutory Auditors to report to the Audit Committee and / or Board.

20. Corporate Governance Report

Pursuant to exemption granted to the SME listed Companies under Regulation 15(2)(b) of the Listing Regulations, the requirement of submission of Corporate Governance Report as a part of the Annual Report is not applicable to the company. Accordingly, the said report is not annexed with the Boards Report.

21. Conservation of Energy

The Company continues to conserve energy to the extent possible across all areas of its operation. However, the Company is yet to initiate steps towards utilization of alternative sources of energy.

22. Research and Development, Technology Absorption etc.

{Pursuant to Section 134(3)(m) of the Act read with relevant Rules thereunder}

The matters relating to Research and Development, Technology Absorption, etc. are not applicable to the Company. However, the Company adopts updated technology wherever possible.

23. Foreign Exchange Earnings and Outgo:

Inflow: Nil

Outflow: Nil

24. Disclosure Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

{Pursuant to Section 197(12) of the Act read with relevant Rules thereunder}

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required, are annexed as "Annexure-B" which forms an integral part of this Boards Report.

25. Management Discussion and Analysis Report

{Pursuant to Regulation 34 of the Listing Regulations}

A comprehensive Management Discussion and Analysis Report for the FY 2025-2026 inclusive of several significant aspects of your Company’s performance and the industry landscape which includes Company’s business operations and performance review, global & Indian industry trends, key financial ratios and other required details is annexed as “Annexure-A” which forms an integral part of this Board’s Report.

26. Related Party Transactions

{Pursuant to Section 134(3) (h) and 188 of the Act and Regulation 23 of the Listing Regulations}

Your Company is committed to adhere the highest standards of corporate governance, transparency and accountability. In compliance with the corporate governance standards, Related Party Transaction Policy and Section 177 & 188 of the Act, all the transactions entered with the related parties during the financial year are in the ordinary course of business and at arms length basis.

During the FY 2025-2026, the Company was required to comply with the Regulation 23 of the Listing Regulations (Related Party Transactions), with effect from April 01, 2025, the said provisions have been made applicable to the Company vide SEBI Circular No. SEBI/LAD NRO/GN/2025/239 dated March 27, 2025.

A statement showing particulars of contracts and arrangements with related parties in the prescribed Form-AOC-2 is annexed as "Annexure-C" which forms an integral part of this Boards Report.

The Board of Directors has approved a policy on Related Party Transactions and is available on the website of the Company at: https://sattvaengg.in/wp-content/uploads/2025/04/16.- Policy-on-related-parties-transactions.pdf

27. Material Changes / Commitments during the Financial Year

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO), pursuant to which 47,16,800 equity shares were issued at a price of Rs.75(Seventy-Five Only) per share, aggregating to Rs.35,37,60,000(Rupees Thirty-Five Crore Thirty-Seven Lakhs and Sixty Thousand Only). The equity shares of the Company were listed on NSE Emerge on 3rd September, 2026.

The successful completion of the IPO and listing has strengthened the Companys capital base, enhanced its financial flexibility, and improved its visibility and credibility in the market, thereby positioning it to capitalize on future growth opportunities.

Use of IPO / Public Issue Proceeds

The Company confirms that the proceeds raised through its Initial Public Offer (IPO), wherever applicable, have been utilised in accordance with the objects as stated in the Prospectus/Offer Document. The utilisation of funds has been in line with the intended purposes, and there has been no deviation or variation in the deployment of such proceeds during the financial year under review.

28. Directors’ Responsibility Statement

{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}

For the Directors Responsibility Statement in relation to financial statements of the Company for the year ended on March 31, 2026, the Board of Directors states that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit and loss of the company for the financial year ended on March 31, 2026;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts / financial statements have been prepared on a going concern basis;

e) Proper internal financial controls are in place and are adequate and operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Performance Evaluation of the Board of Directors, Committees and Individual

Directors:

{Pursuant to the provision of the Act read with the Schedule IV and Listing Regulations read with the Guidance Note on Board Evaluation as issued by the SEBI in January 2017}

Performance evaluation serves as a vital tool for enhancing the overall effectiveness of the Board. The Board of Directors has established and approved a structured mechanism for conducting the Annual Performance Evaluation of the Board as a whole, its individual Directors, and the Chairperson.

Periodic evaluations help ensure that Board Members remain aligned with their roles and responsibilities while promoting the adoption of sound corporate governance practices. The primary objectives of the evaluation process include assessing the composition and functioning of the Board and its Committees, strengthening effectiveness, leveraging collective strengths, addressing areas of improvement, and fostering robust corporate relationships. Likewise, the performance evaluation of individual Directors aims to determine their level of engagement, participation in Board and Committee meetings, and contribution towards the achievement of the Companys strategic goals.

Recognizing the importance of this process, the Board remains committed to maintaining an effective and transparent evaluation framework.

During the FY 2025-2026, the Board & Committee evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in the "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.

On February 25, 2026, a separate meeting of the Independent Directors of the Company was held to review the performance of the Non-Independent Directors and the Board as a whole and to assess the quality, quantity, and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Performance Evaluation of the Independent Directors was carried out by the Board of Director in accordance with the Schedule IV of the Act.

30. Key Managerial Personnel

{Pursuant to provisions of Section 203 of the Act read with relevant Rules thereunder}

The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the Management of the Company who are designated as Key Managerial Personnel (KMP) in compliance with applicable provisions.

The details of the Key Managerial Personnel of the Company as on March 31, 2026 and those who have been appointed and resigned during the financial year are as under:

Sr. No. Name of Key Managerial Personnel	Designation
1. Mr.S.Seshadri	Whole-time Director
2. Mr.R.Sekar	Whole-time Director
3. Ms.G.Sujatha	Chief Financial Officer cum Whole-time Director
4. Mr.Laxmikanth Tangudu (Appointed w.e.f. July 11,2025; Resigned w.e.f. July 15, 2026)	Company Secretary cum Compliance Officer
5. Mr.Balaji Srinivasan (Appointed w.e.f. December 16, 2024; Resigned w.e.f. July 11,2025)	Company Secretary cum Compliance Officer

Changes in Key Managerial Personnel after the end of the financial year

Subsequent to the close of the financial year, Mr. Laxmikanth Tangudu resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 15th July, 2026. Further, Mr. Suraj Dubey was appointed as Company Secretary and Compliance Officer of the Company with effect from 4th August, 2026.

31. Board of Directors

The Board of Directors of the Company is fully committed to providing the strategic direction towards long-term success of the Company. They ensure long-term sustainability, create value, delegate responsibilities, manage risks and ensure high- quality governance to keep the Company on the path of sustainable growth and development.

During the financial year, the Members at the Annual General Meeting held on August, 16^th 2025 approved the re-appointment of Mr. Santhanam Seshadri, Whole-time Director, who retired by rotation and, being eligible, offered himself for re-appointment.

At the same Annual General Meeting, the Members also approved the re-appointment of the following Independent Directors for a second term of five consecutive years:

• Mr. Venkatraman Sankar, Independent Director, with effect from November 02^nd,

2025

• Mr. Krishnamachari Doraiswamy, Independent Director, with effect from February, 14^th 2026

• Mr. Venkatachalam Sesha Ayyar, Independent Director, with effect from February, 20^th 2026

• The details of size and composition of the Board is provided below:

Sr. No. Names of Directors	Designation
1. Mr.Santhanam Seshadri (DIN: 00161517)	Whole-time Director
2. Mr.Rajagopal Sekar (DIN: 00207519)	Whole-time Director
3. Ms. Govindharajan Sujatha (DIN: 10937139)	Whole-time Director cum CFO
4. Mr.Venkatraman Sankar (DIN: 03562649)	Non-executive Independent Director
5. Mr. Krishnamachari Doraiswamy (DIN: 03487869)	Non-executive Independent Director
6. Mr. Venkatachalam Sesha Ayyar (DIN: 06698233)	Non-executive Independent Director

• All the Directors of the Company have confirmed that they are not disqualified from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act.

• The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R. Sekar,(DIN:00207519) whole-time Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

32. Board Meetings

There were total 10 (ten) Board Meetings held during the FY 2025-2026 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned below:

Sr. No.	Date	No. of Directors entitled to attend meeting	No. of Directors attended meeting
1.	09.04.2025	6	6
2.	11.07.2025	6	5
3.	11.08.2025	6	6
4.	13.08.2025	6	5
5.	29.08.2025	6	6
6.	01.09.2025	6	6
7.	07.11.2025	6	6
8.	11.12.2025	6	5
9.	03.03.2026	6	5
10.	23.03.2026	6	6

33. Committees of the Board of Directors

The Committees of the Board of Directors are entrusted with oversight of specific and diverse functional areas, enabling informed decision-making within the scope of delegated authority.

These Committees also make focused recommendations to the Board on matters falling under their respective domains. All decisions and recommendations made by the Committees are submitted to the Board for its information or approval, as appropriate.

Composition of the Committees:

Audit Committee

Sr. No. Name of the Director	Nature of Membership	Nature of Directorship
1. Mr. Venkatraman Sankar	Chairman	Independent Director
2. Mr. Krishnamachari Doraiswamy	Member	Independent Director
3. Mr. Venkatachalam Sesha Ayyar	Member	Independent Director

Nomination and Remuneration Committee

Sr. No. Name of the Director	Nature of Membership	Nature of Directorship
1. Mr. Venkatachalam Sesha Ayyar	Chairman	Independent Director
2. Mr. Venkatraman Sankar	Member	Independent Director
3. Mr. Krishnamachari Doraiswamy	Member	Independent Director

Stakeholders Relationship Committee

Sr. No. Name of the Director	Nature of Membership	Nature of Directorship
1. Mr. Venkatraman Sankar	Chairman	Independent Director
2. Mr.Santhanam Seshadri	Member	Whole-time Director
3. Mr. Rajagopal Sekar	Member	Whole-time Director

Corporate Social Responsibility Committee

Sr. No. Name of the Director	Nature of Membership	Nature of Directorship
1. Mr. Venkatraman Sankar	Chairman	Independent Director
2. Mr. Santhanam Seshadri	Member	Whole-time Director
3. Mr. Rajagopal Sekar	Member	Whole-time Director

IPO Committee

Sr. No. Name of the Director	Nature of Membership	Nature of Directorship
1. Mr.Santhanam Seshadri	Chairman	Whole-time Director
2. Mr.Rajagopal Sekar	Member	Whole-time Director
3. Mrs.G Sujatha	Member	Whole-time Director cum CFO

Attendance in the Committee Meetings during the Year:

Sr. No. Name of the Committee	Date of Committee meeting	No. of Members entitled to attend	No. of Members attended
1. Audit Committee	09.04.2025	3	3
2. Audit Committee	11.08.2025	3	3
3. Audit Committee	13.08.2025	3	2
4. Audit Committee	07.11.2025	3	3
5. Audit Committee	11.12.2025	3	3
6. Audit Committee	03.03.2026	3	2
7. Audit Committee	23.03.2026	3	3
8. Nomination & Remuneration Committee	11.08.2025	3	3
9. Nomination & Remuneration Committee	25.02.2026	3	3
10. Stakeholders Relationship Committee	03.03.2026	3	3
11. IPO Committee	01.08.2025	3	3
12. IPO Committee	18.08.2025	3	3
13. IPO Committee	19.08.2025	3	3
14. IPO Committee	25.08.2025	3	3
15. Independent Director Meeting	19.08.2025	3	2
16. Independent Directors Meeting	25.02.2026	3	3

34. Policies of the Company

Your Company has adopted the policies to ensure good governance and transparency in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable,

All the policies of the Company are available at website of the Company at: https://sattvaengg.in/disclosure-under-regulation/

35. Declaration of Compliance & Code of Conduct:

Directors and Senior Management have affirmed compliance with the Companys Code of Conduct, and the necessary declarations have been obtained by the Company.

36. Risk Management

The Company is operating in a very competitive market. Responding to the tenders floated by various clients, who mainly comprise, Government and quasi Government authorities and obtaining Orders on the basis of the lowest price is a big challenge. There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

37. Annual Return

{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder} The Annual Return of the Company for the FY 2025-2026, will be available on the Companys website at https://sattvaengg.in/financial-reports/

38. Disclosures with Respect to Demat Suspense Account/ Unclaimed Suspense Account

There are no shares in the demat suspense account or unclaimed suspense account.

39. Adherence to Statutory Compliances

During the FY 2025-2026, the Company had complied with all the applicable statutory compliances of the Act, the SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and other laws, provision.

40. Significant and Material Orders Passed by the Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

41. Prevention of Insider Trading

The Company has in place the Code of Conduct for Prohibition of Insider Trading ("the Code") and Code on Fair Disclosures. The policy and procedures are framed to regulate, monitor and report trading by the Designated Persons along with their Immediate Relative(s) and for other aspects under the SEBI (Prohibition of Insider Trading) Regulations, 2015, such as inquiries in case of a leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Code is available on the website of the Company at https://sattvaengg.in/disclosure-under-regulation/

42. Website

The Company maintains a functional and regularly updated website, wherein all statutory information, policies, returns, reports, and other relevant documents are hosted in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The website of the Company can be accessed at: www.sattvaengg.in

43. Material Changes and Commitments, If Any, After Balance Sheet Date

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

44. Application under the Insolvency and Bankruptcy Code, 2016:

During FY 2025-2026, your Company has neither made any application nor were any proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on March 31, 2026.

45. Details of Settlement Done With Banks or Financial Institutions

During the FY 2025-2026, there were no such settlements entered into with any banks or financial institutions

46. Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 read with the Rules made thereunder, the Audit Committee of the Company oversees a Vigil Mechanism.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to address instances of unethical behaviour, actual or suspected fraud, and violations of the Companys Code of Conduct. The mechanism encourages employees and stakeholders to report genuine concerns or grievances in a responsible manner.

The Policy provides for strict confidentiality and includes adequate safeguards against victimization of whistle-blowers who avail themselves of this mechanism. It also ensures that, in appropriate cases, whistle-blowers have direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is hosted on the website of the Company at

https://sattvaenqq.in/disclosure-under-requlation/

47. Acknowledgement & Appreciation

The Board of Directors places on record its sincere appreciation to the Banks, Financial Institutions, Government Authorities, including Central and State Governments, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Stock Exchange, Registrar and Share Transfer Agent, and all other statutory and regulatory bodies for their continued support, cooperation, and valuable guidance.

The Board also expresses its deep gratitude to its customers, business partners, consultants, vendors, service providers, shareholders, investors, and all other stakeholders for their continued trust, confidence, and association, which have been vital to the Companys sustained growth and performance.

The Board further recognizes the collective efforts of the entire Sattva team for their passion, perseverance, and commitment to excellence. Their valuable contributions continue to strengthen the Companys foundation and enable it to achieve its objectives and pursue future growth opportunities with confidence.

Place: Chennai	For and on behalf of the Board of Directors
Date: 04.08.2026	Sattva Engineering Construction Limited
	Santhanam Seshadri	Rajagopal Sekar
	Whole-time Director	Whole-time Director
	(DIN:00161517)	(DIN:00207519)