Sunteck Realty Ltd Directors Report

Dear Members,

The Board of Directors present the 43^rd Annual Report and the Companys audited financial statements for the financial year ended 31^st March, 2026.

Financial Highlights

The Companys financial performance (consolidated and standalone) for the year ended 31^st March, 2026 is summarized below:

Particulars	Consolidated	Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	1,12,384.26	85,313.40	20,941.49	80,818.89
Other Income	4,478.46	4,954.51	2087.81	2,176.57
Total Income	1,16,862.72	90,267.91	23,029.30	82,995.46
Profit/(Loss) Before Tax	26,801.24	18,345.97	(3,129.53)	19,465.56
Profit/(Loss) After Tax	20,207.12	15,031.61	(1,966.60)	16,000.87
Other Comprehensive Income	9,051.34	534.43	28.45	(5.48)
Total Comprehensive Income	29,258.46	15,566.04	(1,938.15)	15,995.39

Review of Performance

During the year under review, the Companys consolidated total income amounted to Rs.1,16,862.72/- Lakhs as compared to Rs.90,267.91/- Lakhs in the previous year. The Profit/(Loss) before tax on consolidated basis stood at Rs.26,801.24/- Lakhs as compared to Rs.18,345.97/- Lakhs during the previous year.

The Companys total standalone income amounted to Rs.23,029.30/- Lakhs compared to Rs.82,995.46/- lakhs in the previous year. The Loss before taxon standalone basis stood at Rs.3,129.53/- Lakhs as compared to profit of Rs.19,465.567- Lakhs during the previous year.

Nature of Business

The Company is engaged in the activities of real estate development of residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

Dividend & Reserves

The Board of Directors have recommended a final dividend of 150% (i.e. Rs. 1.50/- per equity share of the face value of Rs.1 each) aggregating Rs. 22.03 crore for the financial year ended 31^st March, 2026. Last year, dividend was Rs.1.50 per equity share of Rs.1/-each. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source. The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Companys website and can be accessed at https://www.sunteckindia. com/images/investor/code Policv/1686134887 dividend- distribution-policv.pdf

During the financial year, the Company has not transferred any amount to the general reserve.

Credit Rating & ESG Rating

The Companys financial discipline and prudence is reflected in the strong credit ratings and ESG ratings ascribed by rating agencies. The details of credit ratings and ESG ratings are disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Share Capital

During the year under review, the Company on 05th December, 2025 issued and allotted 1,17,64,705 warrants at an issue price of Rs.425 per warrant aggregating to Rs.499,99,99,625/- on a preferential issue basis to Promoter and Non Promoters of the Company pursuant to the resolutions passed by the Board of Directors of the Company on 05th September, 2025 and the shareholders on 30th September, 2025 and upon receipt of in-principle approvals of both the Stock Exchanges on 24th November, 2025.

Further, the Company on 23^rd January, 2026, allotted 3,52,941equitysharesoftheCompanytooneof the Warrant Holders i.e. NTAsian Discovery Master Fund ("NTAsian"), upon their request for conversion and upon receipt of the 75% balance amount aggregating to ?11,24,99,943.75/-. (i.e. 75% of Rs.14,99,99,925/-). The funds raised through the preferential issue have been utilised in line with the stated Objects of the Issue.

Post the above allotment, the Paid-up Equity Share Capital of the Company as on 31^st March, 2026 and upto the date of this report, stands at Rs.14,68,42,025/- (Rupees Fourteen Crore Sixty Eight Lakhs Forty Two Thousand Twenty Five Only).

Subsidiaries, Associates & Joint Venture Companies

As on 31^st March, 2026, the Company has 35 subsidiaries which includes 6 foreign companies. Additionally, the Company has 3 joint ventures/associates which include 2 LLPs.

During the year under review,

• 9 wholly owned subsidiaries of the Company were incorporated viz. Apricum Buildwell Private Limited, Magenta Buildcon Private Limited, Amenity Buildcon Private Limited, Adyanta Constructions Private Limited, Ishitra Lifespace Private Limited, Mantavya Real Estates Private Limited, Etashi Real Estates Private Limited, Satshay Lifespace Private Limited and Taraksh Real Estates Private Limited.

• GGICO Sunteck Limited (earlier joint venture company) and Sunteck Mas Real Estate Development LLC have become subsidiaries of Sunteck Lifestyles Limited (wholly owned subsidiary) by virtue of control with effect from 27th October 2025 and, in turn, have become subsidiaries of the Company.

• Sunteck Lifestyle Properties L.L.C (Dubai Marketing Company) was incorporated on 5th November, 2025 under Sunteck Lifestyles Limited (SLL) and has become a wholly owned step down subsidiary of the Company.

• Clarissa Facility Management LLP (wholly owned subsidiary) has been converted into a private company limited by shares i.e. Clarissa Facility Management Private Limited with effect from 07^th January, 2026

• Acquired 100% equity stake of Shreejikrupa Hotels and Properties Private Limited (SHPPL) on 19^th January, 2026 through Apricum Buildwell Private Limited (wholly owned subsidiary).

During the year, as part of the internal reorganization of the Group, the Company transferred its entire shareholding (100%) in certain wholly owned subsidiaries to other wholly owned subsidiaries of the Company. The details of such transfers are set out below:

• Magenta Buildcon Private Limited (Magenta) to Etashi Real Estates Private Limited.

• Sunteck Infracon Private Limited to Magenta

• Mantavya Real Estates Private Limited to Sunteck Real Estates Private Limited

On 24th November, 2025, Sunteck Lifestyles Limited (SLL), wholly owned step down Dubai subsidiary of the Company received an order from London Court of International Arbitration confirming the withdrawal of claim and termination of arbitration with its joint venture partner, Grand Valley General Trading LLC. In view of the said order, all litigation between the parties stands disposed off.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint ventures in prescribed form AOC-1, is annexed to the consolidated financial statements which form part of this Integrated Report. In accordance with the provisions of Section 136 of the Act, financial statements of the subsidiaries are available on the website of the Company at www.sunteckindia.com/investor-relations. The Policy for determining material subsidiaries of the Company is provided on the Companys website atwww.sunteckindia.com/investor- relations. The Policy for determining Material Subsidiaries is available on the Companys website and can be accessed a https://www.su nteckindia.com/images/investor/code Policv/1746525614 SRL-Pol icv-for-determi nine-material- subsidiaries.pdf. During the year under review, Satguru Corporate Services Private Limited was material subsidiary of the Company as per the Listing Regulations.

Directors & Key Managerial Personnel

Mr. Ajeet Singh was appointed as an Additional and Executive Director for the period of 5 years with effect from 05^th September, 2025 by the Board on recommendation of the Nomination and Remuneration Committee, which was subsequently approved by the shareholders by way of special resolution passed at the 42^nd AGM of the Company held on 30^th September, 2025.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Ajeet Singh, Executive Director of the Company, is liable to retire by rotation and being eligible seeks re-appointment at the ensuing Annual General Meeting. The Board, based on recommendation of the Nomination and Remuneration Committee, recommends his re-appointment.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on 27^th January, 2026, approved the re-appointment of Mr. Chaitanya Dalai and Mr. Mukesh Jain as the Independent Directors for a second term of 5 years with effect from 18th September 2026 tol7th September 2031, subject to the approval of the shareholders of the Company. The said appointment was approved by the shareholders of the Company vide special resolution dated 7^th March, 2026, passed through postal ballot by remote e-voting.

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

Nomination & Remuneration Policy

As per the provisions of Act 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.

The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation program, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Companys website at https://www.sunteckindia. com/images/investor/code Policv/1746525476 Sunteck- Nomination-&-Remuneration-Policv.pdf

Disclosures Related to Board, Committees & Policies Board Meetings

Five meetings of the Board of Directors were held during the year. The particulars of the meetings held, and attendance of each Director are detailed in the Corporate Governance Report.

Directors Responsibility Statement

Your Directors state 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 in the preparation of the annual accounts for the year ended 31^st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the loss of the Company for the year ended on that date;

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 are operating effectively; and

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

Board Committees

In compliance with the statutory requirements and best practices, the Board has constituted various committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk

Management Committee and Stakeholders Relationship Committee. Details of committee meetings, attendance are provided in the Corporate Governance Report which forms part of this Report. For details of other Board Committees kindly refer to the section Committees of the Board of Directors which forms part of the Corporate Governance Report. All the recommendations made by all Board Committees, including the Audit Committee, were accepted by the Board.

The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an Annual Report on CSR activities undertaken during the financial year ended 31^st March, 2026 are appended as Annexure I to this Report. The CSR Policy is available on the website of the Company at https://www. sunteckindia.com/images/investor/code Policv/1777380366 CSR-Policv.pdf

The Company has not participated in any direct or indirect political contributions and/ or charitable contributions/ sponsorships.

Vigil Mechanism & Whistle Blower Policy

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report. The Whistle Blower Policy is available on the Companys website at https://www.sunteckindia.com/images/investor/code Policv/1777380517 Whistle-Blower-Policv.pdf.

Risk Management

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify, assess, monitor and mitigate business risks. The composition of the Committee is in compliance with Regulation 21 of the Listing Regulations. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. 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.

Annual Evaluation of Directors, Committees and Board

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.

Particulars of Employees

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 11 to this report.

As per the second proviso to Section 136(1) of the Companies Act, the Directors Report and Financial Statements will be sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and (3) of the Remuneration Rules. Any member interested inobtainingthis information may write to the Company Secretary at cosec@ sunteckindia.com.

Employee Stock Option Schemes

In compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") as amended thereto, the details of Employees Stock Option Schemes ("ESOP Schemes") of the Company as on 31^st March, 2026 are furnished in Annexure III to this report. The ESOP Schemes of the Company are in compliance with the SBEB Regulations.

A certificate from the Secretarial Auditor with respect to implementation of ESOP Schemes, will be available for inspection by the members, at the ensuing AGM. The ESOP Schemes and the disclosures required under the SBEB Regulations, with respect to the ESOP Schemes, are available on the Companys website at https://www.sunteckindia.com/ investor-relations.

Particulars of Loans, Guarantees & Investments

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.

Particulars of contracts or arrangements with Related Parties

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business. Further, such transactions were in accordance with the provisions of the Act, Listing Regulations and the Companys Policy on Related Party Transactions. The Audit Committee comprises solely of the Independent Directors of your Company.

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 2025-26 and hence, does not form part of this report. Disclosure on related party transactions is provided in the notes to financial statements.

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.

The Policy on related party transactions and procedures dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://www.sunteckindia.com/images/investor/code Policy/1746525683 Related-Party-Policy.pdf

Internal Financial Controls

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.

Auditors & Auditors Reports Statutory Auditor

Walker Chandiok & Co. LLP, Chartered Accountants were re-appointed as the Statutory Auditors of the Company for a second term of 5 years to hold office from the conclusion of the 42^nd Annual General Meeting held on 30^th September, 2025 till the conclusion of 47^th Annual General Meeting of the Company to be held in the year 2030.

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Secretarial Auditor

Mr. Veeraraghavan N., Practicing Company Secretary, was appointed as the Secretarial Auditors at the 42^nd AGM held on 30^th September, 2025 for a term of 5 consecutive years i.e from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report of the Company for the financial year 2025-26 forms part of this report. The Secretarial Auditors Reportdoes notcontain any qualification, reservation or adverse remark or disclaimer. Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report in respect of the material unlisted subsidiary of your Company viz. Satguru Corporate Services Private Limited for the financial year 2025-26, forms part of this report. Mr. Veeraraghavan N. has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

Cost Audit

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, to audit the cost records of the Company for the financial year 2026-27. In accordance with the aforesaid provisions, remuneration payable to the Cost Auditors has to be ratified by the shareholders Accordingly, the Board recommends the same for approval by shareholders at the ensuing AGM.

The Cost Audit Report for financial year 2025-26 does not contain any qualification, reservation, disclaimer or adverse remark.

Annual Return

The Annual Return for the financial year ended 31^st March, 2026, is available on the website of the Company at https:// www.sunteckindia.com/investor-relations

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/ awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. During the year under review, no complaints were filed under POSH Act.

Compliance with the Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 as amended from time to time and the rules made thereunder.

Secretarial Standards

The Company has complied with Secretarial Standards on Meetings of the Board of Directors ("SS-1") and General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

General Disclosures

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:

• Not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

• 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.

• There are no material changes or commitments affecting the financial position of the Company between 31^st March, 2026 and the date of this report.

• 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.

• During the financial year under review, the Managing Director and Whole-time Director of the Company did not receive any salary or commission from the subsidiaries of the Company. Mr. Ajeet Singh, Wholetime Director, received salary from Satguru Corporate Services Private Limited, a wholly owned subsidiary of the Company, which is in accordance with the provisions of the Companies Act, 2013.

Other Disclosures Corporate Governance

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.

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability 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, 2026 is attached as Annexure V to this Report.

Unclaimed and Unpaid Dividends and transfer of shares to IEPF

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.

Acknowledgement & Appreciation

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.