Sunteck Realty Ltd Directors Report

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate audited accounts in respect of each of the subsidiaries of the Company have been placed on the website of the Company. Further, the Company shall provide a copy of separate audited accounts in respect of each of its subsidiary to any member of the Company who asks for it and the said annual accounts are also kept open for inspection at the Registered Office of the Company.

In compliance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Rachana Hingarajia (DIN: 07145358), Executive Director of the Company, is liable to retire by rotation and being eligible seeks re-appointment at the ensuing Annual General Meeting. Appropriate resolution for her re-appointment is placed for the approval of members at the ensuing Annual General Meeting. The Board recommends her re-appointment.

During the year under review, Mr. Mahesh Sheregar resigned as Chief Executive Officer (CEO) - International Operations of the Company with effect from 21^st October, 2024.

The certificate under Regulation 34(3) of Listing Regulations forms part to this report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations; and they have registered their names in the Independent Directors Databank.

The Board of Directors met 6 times during the financial year ended 31^st March, 2025 in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on 27^th March, 2025, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of Listing Regulations.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2025, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b. such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

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

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

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations. Kindly refer the section on Corporate Governance, under the head, Audit Committee for matters relating to constitution, meetings and functions of this Committee.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of Section 178(1) of the Companies Act, 2013 and the Listing Regulations. Kindly refer the section on Corporate Governance, under the head, Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the year under review are set out in Annexure I to this report as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended thereto.

For details of other Board Committees kindly refer the section Committees of the Board of Directors which forms part of the Corporate Governance Report.

The Companys risk management is embedded in the business processes, integrated with all operations and functions, and monitored proactively. The Board has constituted Risk Management Committee (RMC) to proactively oversight the risk management process to identify, assess and mitigate risks, in order to protect its business from existing and emerging risks, improve corporate governance and enhance stakeholders value. The RMC lays down procedures for risk assessment and minimization. It shall serve as the eyes and ears for the Company which would ensure that the Company is insulated from risks both at the macro and micro level. The Board has formulated a risk management policy and ensures it implementation through different mechanism including internal audit. The RMC periodically reviews the various risks associated with the Companys business and recommends steps to be taken to control, monitor and mitigate the risk.

The members are requested to refer Management Discussion and Analysis Report forming part of this Report to know more about risk and concerns relating to industry.

The Nomination and Remuneration Committee of the Board has formulated a policy for performance evaluation under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure IV to this report.

In terms of the requirement of Section 178 of the Companies Act, 2013 and Listing Regulations, the Board has adopted a Nomination and Remuneration Policy on appointment and remuneration of Directors, KMPs and Senior Management Personnel (SMP) and also a Board Diversity Policy. The Nomination and Remuneration Policy includes matters related to appointment, remuneration, the criteria for determining qualifications, positive attributes, independence of a Director, performance evaluation and other related matters with respect to Senior Management, Directors and Key Managerial Personnel.

Particulars of loans, guarantees and investments are detailed in Notes to the standalone financial statements. The Company is in the business of real estate development and accordingly is covered under the definition of infrastructure facilities in terms of Section 186 read with Schedule VI of the Companies Act, 2013.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in the ordinary course of business and on arms length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for the financial year 2024-25 and hence, does not form part of this report.

During the year under review, there were no materially significant related party transactions which may have a potential conflict with the interests of the Company at large.

Disclosure on related party transactions is provided in the notes to financial statements.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and the date of this report.

The Company has adequate Internal Financial Controls in place with reference to the financial statements and are operating effectively. The Companys Internal Financial Controls framework is commensurate with its size, scale and complexity of operations. The controls, based on the prevailing Business conditions and processes have been reviewed by the Company to strengthen the same wherever required.

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the internal control systems are supplemented by an Internal Audit carried out by an independent firm of Chartered Accountants for periodical review by the management.

The matters related to Auditors and their Reports are as under:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of the 37^th Annual General Meeting held on 29^th September, 2020 till the conclusion of 42^nd Annual General Meeting to be held in the year 2025.

Members of the Company at the AGM held on 29^th September, 2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 37^th AGM held on 29^th September, 2020 until the conclusion of 42^nd AGM of the Company to be held in the year 2025. Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory modification or reenactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Walker Chandiok & Co. LLP are proposed to be re-appointed as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 42^nd AGM till the conclusion of the 47^th AGM to be held in the year 2030, subject to approval of Members in the ensuing AGM. The necessary resolution for re-appointment of M/s. Walker Chandiok & Co. LLP as Statutory Auditors form part of the Notice convening the ensuing AGM.

There is no qualification, reservation or adverse remark or disclaimer or modified opinion made by M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended 31^st March, 2025.

Pursuant to the provision of Section 204(1) of the Act & Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any of the Act and Regulation 24A of the SEBI Listing Regulations read with circulars issued thereunder to the extent applicable, other applicable regulations framed by the Securities and Exchange Board of India in this regard, the Secretarial auditor needs to be appointed for a period of 5 (Five) years.

In view of the above, the Board of Directors have appointed Mr. Veeraraghavan N., Practicing Company Secretary (ACS No. 6911 and COP No. 4334)as Secretarial Auditor of the Company for a period of five (5) years i.e. from FY 2025-26 to FY 2029-30 subject to the approval of Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period. Mr. Veeraraghavan N., has confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

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As required under the provisions of Section 204 of the Companies Act, 2013, the Report in respect of the Secretarial Audit of the Company carried out by Mr. Veeraraghavan N., Practicing Company Secretary (ACS No. 6911 and COP No. 4334) for the financial year 2024-25, in Form MR-3, forms part to this report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Reports in respect of the material unlisted subsidiaries of your Company viz. Satguru Corporate Services Private Limited for the financial year 2024-25, forms part to this report.

The said reports do not contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records and cost audit is applicable to the Company and has been complied by the Company. On the recommendation of the Audit Committee, the Board has appointed M/s. Kejriwal & Associates, Cost Accountants (Firm Registration No. 101363), to audit the cost records of the Company for the financial year 2024-25. Remuneration payable to the Cost Auditor needs to be ratified by the members of the Company and hence, a resolution seeking members ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the Annual General Meeting.

The Company adopts good practices by using rainwater harvesting thereby lowering fresh water intake and reducing run-offs. The Company uses Dual Fitting Tanks and LED lights which reduces the burden on energy usage in the construction area. The Company uses steel products for rolling mills which saves considerable amount of natural resources and energy required to convert steel from ores. Fly ash and GGBS are the waste generated from the thermal power plant and steel plants respectively used in concrete which consumes waste generated by other industries and also produce more durable concrete. Sites are covered with G1 sheets which reduces the equipment noise and prevents dust getting blown up in air in windy days. The use of STP water for flushing and gardening reduces the burden on natural water resources. Wherever possible solar PV panels for common area lighting are used which in turn reduces the carbon footprints.

The details of foreign exchange earnings and outgo during the year under review are as under:

Foreign Exchange Earned: Rs. Nil (P.Y. Rs. 14,245,486)

Foreign Exchange Outflow: Rs. 867,989,990 (P.Y. Rs. 45,605,419)

The Company has an anti-sexual harassment policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy lays down the framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received by the Company during the year under review.

Pursuant to Section 118(10) of the Companies Act, 2013, the Company has complied with the Secretarial Standard on the 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.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No instance of one-time settlement with any Bank or Financial Institution.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares to the employees or directors of the Company.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

The report on Corporate Governance and the certificate from Company Secretary in Practice regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms a part of the Annual Report.

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report of the Company for the financial year ended 31^st March, 2025 is attached as Annexure III to this Report.

Kindly refer the section on Corporate Governance, under the head Unclaimed and Unpaid Dividends and transfer of Shares to IEPF for the amounts of unclaimed and unpaid dividends lying with the Company.

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its members, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Sunteck Family.

I hereby declare that all the Members of the Board and Senior Management Personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the financial year ended March 31,2025.

To

The Members of Sunteck Realty Limited

5^th Floor, Sunteck Centre,

37-40 Subhash Road,

Vile Parle (East),

Mumbai - 400 057

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Sunteck Realty Limited having CIN: L32100MH1981PLC025346 and having registered office at 5^th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East), Mumbai - 400 057, (hereinafter referred to as the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ensuring the eligibility for the appointment /continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

In accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we certify that:

a) We have reviewed the financial statements and the cash flow statement for the year ended 31^st March, 2025 and to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year ended 31^st March, 2025 which are fraudulent, illegal or violative of the Companys code of conduct.