Your Directors have pleasure in presenting the 42^nd Annual Report of the Company on the business and operations of
the Company, together with the Audited Statement of Accounts for the year ended 31^st March, 2025.

Financial Highlights

The Company's performance during the financial year ended 31^st March, 2025 as compared to the previous financial
year is summarized below:

in I ^

Review of Operations

During the year under review, the Company's consolidated total income amounted to ' 90,267.91/- Lakhs as
compared to ' 62,031.88/- Lakhs in the previous year. The Profit/(Loss) before tax on consolidated basis stood at '
18,345.97/- Lakhs as compared to ' 9,497.37/- Lakhs during the previous year.

The Company's total standalone income amounted to ' 82,995.46/- Lakhs compared to ' 57,582.18/- lakhs in
the previous year. The Profit/(Loss) before tax on standalone basis stood at ' 19,465.56/- Lakhs as compared to '
12,440.35/- 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

Your Directors are pleased to recommend final dividend of 150% (i.e. ' 1.50/- per equity share of the face value of '
1 each) to the members for the financial year ended 31^st March, 2025. The dividend shall be subject to the approval
of the members at the ensuing Annual General Meeting. Total outflow on account of dividend shall amount to '
21,97,33,626/- (Rupees Twenty One Crore Ninety Seven Lakhs Thirty Three Thousand Six Hundred Twenty Six Only).

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), Dividend Distribution Policy formulated by the Company is available on
the Company's website at https://www.sunteckindia.com/images/investor/code Policy/1686134887 dividend-
distribution-policy.pdf

Transfer to Reserves

Your Directors do not propose to transfer any amount to reserves out of the profits earned during the financial year
2024-25.

Share Capital

During the year under review, your Company allotted 2,665 Equity Shares of face value of ' 1/- each to option
grantees pursuant to exercise of options under the Company's Employee Stock Option Scheme 2017. All allotted
shares rank pari-passu to the existing shares of the Company in all respects.

Pursuant to the above allotment, the issued, subscribed and paid up capital of the Company has increased from '
14,64,86,419/- divided into 14,64,86,419 Equity Shares of face value of ' 1/- each to ' 14,64,89,084/- divided into
14,64,89,084 Equity shares of face value of ' 1/- each.

Deposits

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section
73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year
under review. As such, no amount of principal or interest on public deposits was outstanding as on the date of this
Report.

Subsidiaries, Associates and Joint Venture Companies

As on 31^st March, 2025, the Company has 24 subsidiaries which includes 3 foreign companies and 1 Limited Liability
Partnership ('LLPs'). Additionally, the Company has 4 joint ventures/ associates which includes 1 foreign company and
2 LLPs.

During the year under review, 2 wholly owned subsidiaries of the Company were incorporated viz. Eximius Buildcon
Private Limited and Astrica Realtors Private Limited.

On 29^th July, 2024, the National Company Law Tribunal, Mumbai Bench ('NCLT') approved the Scheme of Amalgamation
of Starlight Systems (I) Private Limited ('SSIPL' or 'The Transferor Company') with Sunteck Realty Limited ('Sunteck' or
'The Transferee Company') and their respective shareholders ('Scheme'). The certified copy of the scheme has been
filed with the Registrar of Companies, Mumbai by the Transferor Companies and the Transferee Company on 1^st
August, 2024 and 2^nd August, 2024 respectively. Accordingly, SSIPL has ceased to be subsidiary the Company.

On 27^th February, 2025, the National Company Law Tribunal, Mumbai Bench ('NCLT') approved the Scheme of
Amalgamation of Starlight Systems Private Limited ('Starlight' or 'The Transferor Company 1') and Satguru Infocorp
Services Private Limited ('Satguru' or 'The Transferor Company 2') with Sunteck Realty Limited ('Sunteck' or 'The
Transferee Company') and their respective shareholders ('Scheme'). The certified copy of the scheme has been filed
with the Registrar of Companies, Mumbai by the Transferor Companies and the Transferee Company on 25^th April,
2025. Accordingly, Starlight and Satguru have ceased to be subsidiaries the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the consolidated financial statements of the Company, its subsidiaries, associates and joint
venture companies prepared in accordance with the applicable Accounting Standards issued by The Institute of
Chartered Accountants of India, forms part of this Annual Report. The performance and financial position of each
of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2025 is attached to the
financial statements hereto in Form AOC 1.

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.

Pursuant to the Listing Regulations, the Company has formulated a policy for determining 'material' subsidiaries
and such policy is disclosed on Company's website at https://www.sunteckindia.com/images/investor/code
Policy/1686135063 srl-policy-for-determining-material-subsidiaries.pdf.

Matters Related to Directors and Key Managerial Personnel

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.

Declarations by Independent Directors

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.

Disclosures Related to Board, Committees and Policies
Board Meetings

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.

Director's Responsibility Statement

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.

Committees of the Board

a) Audit Committee

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.

b) Nomination and Remuneration 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.

c) Corporate Social Responsibility 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.

The CSR Policy is available on the Company's website at ~ittps://www.sunteckindia.com/images/investor/code
Policy/1686135209 Corporate%20Social%20Responsibility%20(CSR)%20Policy-new.pdf

d) Other Board Committees

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

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of
the Listing Regulations, your Company has adopted a whistle blower policy for Directors and employees to report
genuine concerns to the management of the Company. The whistle blower policy is available on the Company's
website at https://www.sunteckindia.com/images/investor/code Policy/1686135259 Suntek-Whistle-Blower-Policy.
pdf

Risk Management Policy

The Company's 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 Company's 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.

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 Remuneration

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.

Particulars of employee remuneration, as required under section 197(12) of the Companies Act, 2013 and read
with Rule 5(2) and Rule 5(3) of the said Rules form part of the Annual Report. In terms of the provisions of the first
proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the shareholders excluding
the aforementioned information. Any member interested in obtaining this information may write to the Company
Secretary at cosec@sunteckindia.com

Nomination and Remuneration Policy

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.

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 Company's website at https://www.sunteckindia.
com/images/investor/code Policy/Sunteck-Nomination-&-Remuneration-Policy.pdf

Disclosure Relating to Employee Stock Option Schemes

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended thereto, the details of Employees Stock Option Schemes of the Company as on 31^st
March, 2025 are furnished in Annexure II to this report and is also available on the website of the Company https://
www.sunteckindia.com/investor-relations The Employee Stock Option Schemes of the Company are in compliance
with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

Particulars of Loans, Advances, Guarantees or 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 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 arm's 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.

The Policy on related party transactions and procedures dealing with related party transactions as approved by
the Board may be accessed on the Company's website at https://www.sunteckindia.com/images/investor/code
Policy/1686135297 Related%20Party%20Transaction%20Policy.pdf

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

Disclosures with Respect to Material Changes and Commitments

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

Internal Financial Controls

The Company has adequate Internal Financial Controls in place with reference to the financial statements and are
operating effectively. The Company's 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 and Their Reports

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

Statutory Auditor and Statutory Auditors' Report

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 re¬
enactment 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.

Observations of statutory auditors on financial statements for the year ended 31^st March, 2025:

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.

Secretarial Auditor and Secretarial Auditor's Report

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.

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.

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 (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.

Annual Return

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return in Form
MGT-7 for the financial year ended 31^st March, 2025, is available on the website of the Company at https://www.
sunteckindia.com/investor-relations.

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

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)

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013

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.

Compliance with Secretarial Standards

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.

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:

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's 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.

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, 2025 is attached as
Annexure III 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 and 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.

For and on behalf of the Board of Directors

Kamal Khetan

Chairman & Managing Director
(DIN:00017527)

Dubai, 02^nd May, 2025