Suntech Infra Solutions Ltd Directors Report

To,

The Members,

Simtech Infra Solutions Limited

(Previously Known as Suntech Infra Solutions Pvt. Ltd.)

The Directors of your Company with immense pleasure, presenting the 17^th Annual Report on the business and operations of the Company together with the Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31st March, 2026 is summarized as under:

PARTICULARS	For the financial year ended on 31.03.2026	For the financial year ended on 31.03.2025
Revenue from Operation	1,76,27,37,246.59	1,52,65,10,096
Other Income	2,88,79,224.36	1,77,47,604
Total Income	1,79,16,16,471	1,54,42,57,700
Less: Total Expenses	1,60,57,36,508	1,36,30,79,143
Profit/ (Loss) before taxation	18,58,79,963	18,11,78,557
Less: Tax Expenses
Current Tax	4,85,16,968	5,19,47,680
Taxes for earlier year	-	52,81,533
Deferred Tax	-1,62,333.87	28,12,907
Profit/Loss After Tax	13,75,25,329	12,11,36,437

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

During the financial year ending March 31, 2026, the Company has earned a total income of Rs. 1,79,16,16,471 as compared to previous years income of Rs. 1,54,42,57,700. The Company earned a profit of Rs. 13,75,25,329 as against profit of Rs. 12,11,36,437 in the previous year. The Company has demonstrated strong financial growth, with significant increases in both revenue and profit, reflecting effective business strategies and operational improvements.

3. CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

4. SHARE CAPITAL:

• AUTHORISED SHARE CAPITAL

As on 31st March, 2026, the Authorized Share capital of the company stood at 21,00,00,000/- (Rupees Twenty One Crores Only) divided into 2,10,00,000 (Two Crores Ten Lakh) Equity shares of 10/- (Rupees Ten) each.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As on 31st March, 2026, the issued, subscribed and paid up equity capital of the company stood at Rs. 19,36,26,000 (Rupees Nineteen Crore Thirty-Six Lakh Twenty-Six Thousand Only) divided into 1,93,62,600 (One Crore Ninety- Three Lakh Sixty-Two Thousand Six Hundred Only) Equity shares of 10/- (Rupees Ten) each.

During the year, the Company has issued shares by way of following Allotments:

Type of Issues	Date of Allotment	No. of shares issued	Total Amount of Face Value (in Rs.)
Initial Public offering (IPO)	30.06.2025	51,61,600	44,38,97,600

* During the year under review, the Company successfully completedits Initial Public Offering (IPO) on the SME Platform of the National Stock Exchange of India Limited ("NSE EMERGE").,

The IPO comprised a Fresh Issue of 39,74,400 Equity Shares by the Company and an Offer for Sale (OFS) of 11,87,200 Equity Shares by the Promoter Selling Shareholder. The issue opened for subscription on June 25, 2025, and closed on June 27, 2025. Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed and commenced trading on NSE EMERGE on July 2, 2025.

5. LISTING OF SHARES:

The Company is listed on SME Platform of National Stock Exchange Limited ("NSEEMERGE") on 2™* July, 2025 and the NSE Symbol is "SUNTECH". The ISIN of the Company is INE0SGZ01016.

6. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER flPOE

The proceeds of the Initial Public Offer (after adjusting IPO Expenses) has been utilized by the company during the year ended on 31.03.2026 as under:

Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilised Amount	Unutilised Amount	Remarks
Funding working capital requirements of our company;	12,21,60,000	9,77,92,000	2,43,68,000	Out of IPO proceeds, an amount of Rs. 243.68 Lacs Remains temporarily parked in fixed deposits with banks pending utilisation.
Funding of capital expenditure requirements of our company towards purchase of Construction Equipments for civil construction business;	12,51,60,000	12,51,60,00 0	Nil
				Further, certain IPO proceeds have been placed in fixed desposits marked under lien against banking facilities / loans availed by the Company, and the funds so availed have been utilised towards the objects stated in the Prospectus, including working capital requirements and acquisition of construction equipments.
General corporate purposes;	9,44,78,400	9,44,78,400	Nil

7. TRANSFER TO GENERAL RESERVE:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

8. DIVIDEND

With a view of augmenting the financial resources for generating stable growth, the Board of Directors of the Company has decided to carry forward entire profit and hence, they did not propose any dividend for the financial year on equity shares.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in "Annexure- I".

11. DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATES COMPANIES:

During the year no Company has become or ceased to be its subsidiary, joint venture or associate company during the year. At present there is no subsidiary, joint venture or associate companies.

12. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met 12 (Twelve) times and board meetings were held on the following dates as mentioned in the table:

Date of Meeting	Board Strength	No. of Director Present
23.05.2025	5	3
11.06.2025	5	3
16.06.2025	5	5
17.06.2025	5	3
18.06.2025	5	3
24.06.2025	5	3
30.06.2025	5	5
21.07.2025	5	4
01.09.2025	5	2
24.09.2025	5	2
14.11.2025	4	4
29.01.2026	5	3

13. DIRECTORS & KEY MANAGERIAL PERSONNAL

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were as follows:

Name	DIN	Designation
Gaurav Gupta	00548898	Managing Director

 

Parveen Kumar Gupta	00710207	Whole-time director
Shikha Gupta	08380950	Director
Yogesh Kumar Singhal	06884351	Independent Director
Sunil Kumar Bains	09053593	Independent Director
Priyank Pratap Singh	-	CFO
Bhawna Kapoor	-	Company Secretary

14. CHANGES IN DIRECTORS & KMP:

• Mr. Varun Chugh has resigned from the post of Independent Director w.e.f 17^th October, 2025 and Mr. Sunil Kumar Bains was appointed as Independent Director of the Company w.e.f November 14, 2025

• Ms. Kanika, Company Secretary of the Company has resigned from the post of Company Secretary W.e.f 15* July, 2025 and Ms. Bhawna Kapoor, appointed as Company Secretary of the Company w.e.f July 21, 2025.

None of the Directors are disqualified from being appointed or re-appointed as director in terms of Section 164 of the Companies Act, 2013. The directors of the Company have made necessary disclosures under section 184 of the Companies Act, 2013.

15. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director that he meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Board of the Company has taken the disclosures on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

• The Chairman of the Company and performance of Non- Independent Directors and the Board as a whole.

• Assess 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.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

17. BOARD COMMITTEE:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are Four Committees of the Board, namely:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee.

The Company has committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

a) Audit Committee

The constitution and the terms of reference of the Audit Committee are in compliance with Section 177 and other applicable provisions, if any, of the Companies Act, 2013 including the rules framed thereunder.

Your Company has rc-constituted the Audit Committee in Board Meeting held on 14.11.2025 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Yogesh Kumar Singhal	Member	Independent Director
Sunil Kumar Bains	Member	Independent Director
Gaurav Gupta	Member	Managing Director

b) Nomination and Remuneration Committee

The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013. .

Your Company has re-constituted the Nomination and Remuneration Committee in Board Meeting held on 14.11.2025 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Sunil Kumar Bains	Member	Independent Director
Yogesh Kumar Singhal	Member	Independent Director
Shikha Gupta	Member	Non-executive Director

The Nomination and remuneration policy available on the website of the company at https: / /suntechinfra.com / ?pagc id=4233 which includes all the required details relating to directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

c) Stakeholders Relationship Committee

The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013

Your Company has constituted the Stakeholders Relationship Committee in Board Meeting held on 10.06.2024 comprising of following 3 directors.

Name of Director	Status in Committee	Nature of Directorship
Yogesh Kumar Singhal	Chairman	Independent Director
Gaurav Gupta	Member	Managing Director
Praveen Kumar Gupta	Member	Whole Time Director

18. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s GSRA & Associates, Chartered Accountants, Delhi, (Firm Registration Number: 0028347N) were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of the Company held on September 30, 2024 to hold office from the conclusion of 15^th Annual General Meeting till the conclusion of 21^st Annual General Meeting.

Subsequent to the close of the financial year, M/s GSRA & Associates resigned as the Statutory Auditors of the Company with effect from May 14, 2026. Consequent to the resignation, the Board of Directors appointed M/s B. Chhawchharia & Co., Chartered Accountants {Firm Registration No. 305123E), to fill the casual vacancy caused by such resignation, in accordance with the provisions of the Companies Act, 2013, subject to the approval of the members, wherever applicable. The Board places on record its appreciation for the valuable services rendered by M/s GSRA & Associates during their tenure as the Statutory Auditors of the Company.

Further, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactments) thereof, for the time being in force), it is proposed to appoint, M/s B. Chhawchharia & Co., Chartered Accountants (Firm Registration No. 305123E as Auditor of the Company to hold office from the conclusion of 17th Annual General Meeting till the conclusion of the 22th Annual General Meeting to be held for the financial year 2030-31, at such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be decided and fixed by the Board of Directors of the Company in consultation with the auditors

19. SECRETARIAL AUDITOR

The Board had appointed M/s DR Associates (Firm Registration No: P2007DE003300), Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2025-2026. As per the provisions of Section 204 of the Acf read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure II and forms parf of this Report. Further, the Secretarial audit report is self-explanatory.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory. There arc no qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors of fhc Company and therefore do not

call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

Further, being listed on the SME Exchange, the Company is exempt from filing the Annual Secretarial Compliance Report under Regulation 24A read with Regulation 15(2) of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. INTERNAL AUDITOR :-

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s Mohit K Dixit & Associates, Chartered Accountants, who were appointed as the Internal Auditors of the Company for the Financial Year 2025-26, tendered their resignation during the year.

Based on the recommendation of the Audit Committee, the Board of Directors appointed VMSS & Associates, Chartered Accountants (FRN: 328952E) as the Internal Auditor of the Company for the Financial Year 2026-27 to conduct the internal audit of the Company.

21. COST AUDITOR :-

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the cost records as specified by the Central Government. Accordingly, such cost accounts and records are duly made and maintained by the Company.

Further, pursuant to the provisions of Section 148(2) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s D S A & Co., Cost Accountants (Firm Registration No. 000546), as the Cost Auditor of the Company for the financial year 2026-27 to carry out the audit of the cost records maintained by the Company.

The remuneration payable to the Cost Auditor is required to be ratified by the members at the ensuing Annual General Meeting, as per the provisions of Section 148(3) of the Companies Act, 2013.

The Cost Audit Report for the financial year 2025-26 will be filed with the Central Government within the prescribed time period.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors Report

23. RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as "Annexure III".

24. RATIO OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure -IV.

25. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as "Annexure- V".

26. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (21 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure-VI".

Number of employees as on the closure of financial year

Gender	No. of Employees
Female	10
Male	684
Transgender	0

27. PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at https://suntcchinfra.com.

28. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crorc and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26. ‘

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

30. RISK MANAGEMENT POLICY:

In accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy to identify and assess business risks and take appropriate measures for their mitigation in a timely manner. The Risk Management Policy of the Company is available on our website, at https://suntcchinfra.com.

The Policy is intended to ensure that risks are identified, evaluated, and managed effectively, thereby protecting shareholders value and the Companys assets. The risks arc reviewed periodically by the management, and significant matters, if any, are reported to the Board of Directors.

As the Company is listed on the SME Platform of NSE, the requirements under Regulation 21 of the SEBI (LODR) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable. However, the Board

continues to review and monitor the risk management framework to ensure that it remains robust and relevant to the evolving business environment.

31. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopt the policy for the preservation of Documents and Archival of Documents to ensure that all the necessary documents and records of the Company arc adequately protected and preserved as per the Statutory requirements which is available on website https://suntechinfra.com.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL). ACT 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, the details of the cases/complaints submitted to the Committee arc as follows:

1. Number of sexual harassment complaints received during the financial year.

- NIL

2. Number of complaints disposed of during the year. - NIL

3. Number of cases pending for more than 90 days. - NIL

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Vigil Mechanism / Whistle Blower Policy for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https:/ / suntechinfra.com.

34. INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has registered on the SCORES platform for redressal of investor grievances. During the financial year under review, no investor complaints were received or pending on the SCORES platform during FY 2025-26.

35. CORPORATE SOCIAL RESPONSIBILITY

CSR initiatives and activities arc aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure VII" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Companys website at https:/ /suntechinfra.com.

36. LOANS. GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March, 2026, company has not given Loans, Guarantees and/or made any Investments covered within the limits as specified under the provisions of Section 186 of the Companies Act, 2013.

37. 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 STATEMENT RELATES AND THE DATE OF THE REPORT:

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

38. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY ICSI

During the financial year 2025-26, the Directors of the Company have devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and are being effectively implemented to ensure adherence to the provisions of the applicable standards.

39. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 the end of the financial year March 31, 2026 and of the profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no significant or material orders were passed by any regulatory authority, court, or tribunal which would impact the going concern status of the Company or have any material bearing on its future operations.

41. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, the Company has not made any application under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC Code") nor were there any proceedings initiated or pending against the Company under the said Code. Further, as on March 31, 2026, there are no proceedings or cases filed by or against the Company under the IBC Code.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, the disclosure requirements in this regard arc not applicable to the Company.

43. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely https://suntechinfra.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

44. COPY OF ANNUAL RETURN:

The draft Annual Return as on March 31, 2026, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https: / / suntcchinfra.com and forms integral part of this Annual Report.

45. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has adhered to all applicable provisions of the Maternity Benefit Act, 1961, ensuring full compliance with statutory requirements.

46. DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 during the financial year under review. However, during the year, the Company accepted unsecured loans from Directors and their relatives, which were sourced from their own funds, as detailed below:

Name of Director	Loan taken during the year	Loan remaining at the end of the year
Shikha Gupta	128.00	151.76
Snchlata Gupta	(54.73)	-
Praveen Kumar Gupta	(37.50)	88.58
Vishesh Gupta	(58.22)	-

47. APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with

the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors of Suntech Infra Solutions Limited
Gaurav Gupta	Parveen Kumar Gupta
Managing Director	Whole time Director
DIN: 00548898	DIN: 00710207
	Date: 15.07.2026
	Place: New Delhi