Directors Report of Sathlokhar Synergys E&C Global Ltd.

The Company has not undertaken any major capital
expenditure programmes during the year. The existing
infrastructure and resources were considered adequate to
support its operations, with only routine expenditure incurred
towards maintenance and operational efficiency.

No acquisition, merger, expansion, modernization, or
diversification activities were undertaken during the year
under review. The operations of the Company continued
in the normal course of business without any structural or
strategic changes. The Company has not acquired, assigned,
or developed any material Intellectual Property Rights during
the year under review.

BUSINESS OUTLOOK

The Company is engaged in Engineering, Procurement
and Construction EPC (Design and Build) & Infra Turnkey
Contracting business. Presently the company operates in the
states of Tamil Nadu, Karnataka, Andhra Pradesh, Telangana,
Uttar Pradesh and Maharashtra. During the financial year
2025-26, the Company secured its first overseas EPC project
in Sri Lanka, marking a significant milestone in its business
expansion. This project reflects the Company''s growing
reputation and expanding global footprint. The Company
continues to explore opportunities to expand its geographical
presence in both domestic and international markets while
strengthening its project execution capabilities. The ability
of the company to expand its operation to other states in a
significant manner demonstrates its execution capabilities
and commitment to delivering uncompromised service
quality.

The Company undertakes a diverse range of EPC projects
across industrial and warehouse facilities, pre-engineered
buildings (PEB), commercial, institutional, healthcare,
pharmaceutical, residential, hospitality, infrastructure and
solar sectors. In addition to EPC services, the Company also
provides Project Management Consultancy (PMC) services
on a single-point responsibility basis. The Company is
recognised as a Government-approved "A Grade” (ESA 635)
Electrical (LT & HT) and MEP Turnkey Contractor.

A more detailed explanation on the business and the
performance of the Company has been provided in the
Management Discussion and Analysis Report, which is
forming part of this Report.

DIVIDEND:

Your directors did not recommend any dividend for the
financial Year 2025-26 considering the increasing fund
requirements to fund its growth and expansion plans coupled
with the working capital requirements.

The decision in respect of dividend is guided by the Dividend
Distribution Policy adopted by the Company. The policy is
available on the Company''s website and can be accessed

at the link https://www.sathlokhar.com/pdf/DIVIDEND-
DISTRIBUTION-POLICY.pdf.

TRANSFER TO RESERVES:

The Board has decided to retain the entire amount of profit
for FY26 in the distributable retained earnings.

QUALITY ASSURANCE:

Your Company is having ISO 45001:2018 in the area of
Occupational Health and Safety Management System,
ISO 14001:2015 certificate in the area of Environmental
Management System and ISO 9001:2015 in the area of
Quality Management System.

AWARDS, RECOGNITION AND CERTIFICATIONS:

The company has obtained various certifications which
include ISO Certificate 45001:2018, 14001:2015 and
9001:2015 which stands testimony for the highest standards
of quality and safety maintained by the Company in respect
of its products. Along with that, Company has got Gold Medal
for residential Solar Projects from Tamil Nadu Annual Solar
Awards.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review, the provisions under Section
124(5) of the act relating to the transfer of unclaimed
dividend and unclaimed shares to the Investor Education and
Protection Fund (IEPF) were not applicable, as the company
has not declared any dividend in the past.

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
STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

MATERIAL EVENTS DURING THE YEAR

The following are the significant events taken place during
the year under review:

a) Increase in Authorised Share Capital

Pursuant to the approval of the shareholders at the
Extraordinary General Meeting held on October 17,
2025, the authorised share capital of the Company was
increased from ?25 Crores to ?35 Crores to facilitate the
proposed preferential issue of securities.

b) Alteration of Memorandum of Association

During the year, the Capital Clause of the Memorandum
of Association of the Company was altered with the
approval of the shareholders at the Extraordinary General
Meeting held on October 17, 2025 consequent to the
increase in the authorised share capital of the Company
from ?25,00,00,000 (Rupees Twenty-Five Crore Only) to
?35,00,00,000 (Rupees Thirty-Five Crore Only).

c) Preferential Issue of Equity Shares and Convertible
Warrants

Pursuant to the approval of the Shareholders at their
Extra Ordinary general Meeting held on October 17, 2025
and subsequent approval of the Board of Directors at
their meeting held on November 21, 2025, the Company
completed its maiden preferential issue by allotting:^
18,40,600 Equity Shares of face value ?10/- each at
an issue price of ?482/- per equity share (including a
securities premium of ?472/- per equity share); and

• 3,75,000 Convertible Warrants, each carrying a

right to subscribe to one equity share of face value
?10/- at an issue price of ?482/- per warrant
(including a warrant premium of ?472/- per
warrant).

Consequent to the allotment of 18,40,600 equity
shares, the paid-up equity share capital of the Company
increased from ?24,13,79,920, comprising 2,41,37,992
equity shares of ?10/- each, to ?25,97,85,920,
comprising 2,59,78,592 equity shares of ?10/- each.

In accordance with the applicable provisions of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, the warrant holders paid 25% of the
issue price at the time of allotment on November 21,
2025. The balance 75% of the issue price is payable upon
exercise of the warrants within 18 months from the date
of allotment. Upon receipt of the balance consideration,
the warrants shall be converted into equity shares in the
ratio of one equity share for every one warrant.

d) Applicability of Main Board Compliance Framework

Consequent to the completion of the preferential issue
during the financial year 2025-26, the paid-up equity
share capital of the Company exceeded ?25 Crores,
resulting in the applicability of the regulatory and
compliance framework governing Main Board listed
companies.

Accordingly, the Company adopted the Indian
Accounting Standards (Ind AS) for the preparation of its

financial statements for the financial year ended March
31, 2026, and initiated compliance with the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 governing Main Board
listed entities. The Company has also duly intimated the
National Stock Exchange of India Limited (NSE) of these
developments through the requisite disclosures made
under the Listing Regulations.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the
nature of the Company''s business as the Company continues
to engage in the same line of business activities.

SHARE CAPITAL:

During the financial year under review, the authorised share
capital of the Company was increased from ?25,00,00,000
divided into 2,50,00,000 equity shares of ?10/- each to
?35,00,00,000 divided into 3,50,00,000 equity shares of
?10/- each, pursuant to the approval of the shareholders at
the Extraordinary General Meeting held on October 17, 2025.

During the year, the Company also completed a preferential
issue of equity shares and convertible warrants, pursuant to
which the issued, subscribed and paid-up equity share capital
increased from ?24,13,79,920 to ?25,97,85,920. Details of
the preferential issue, including the allotment of 18,40,600
equity shares and 3,75,000 fully convertible warrants, are
provided under the section "Material Events During the Year”
forming part of this Report.

Apart from the above changes, there was no other change in
the authorised, issued, subscribed or paid-up share capital
of the Company during the financial year under review.

The Company further confirms that during the year under
review it has not:

i) issued any shares, debentures, bonds or other
convertible or non-convertible securities, other than
the equity shares and convertible warrants referred to
above;.

ii) issued equity shares with differential rights as to
dividend, voting or otherwise.

iii) issued any sweat equity shares to its directors or
employees.

iv) provided any Stock Option Scheme to the employees.

v) made any change in voting rights.

vi) reduced its share capital or bought back shares.

vii) changed the capital structure resulting from
restructuring.

viii) failed to implement any corporate action.

The Company''s securities were not suspended for trading
during the year since its listing.

PREFERENTIAL ISSUE:

During the year under review, the Company successfully
completed its maiden Preferential Issue involving fresh issue
of 18,40,600 Equity Shares of ?10/- each at a price of ?
482/- per share and 3,75,000 convertible Warrants (including
premium of ? 472/- per equity share and Warrant), which
received an overwhelming response from the investors. This
achievement demonstrates success and credibility of our
business model and strategies.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:

During the financial year ended March 31, 2026, the Company
raised an aggregate amount of ?93.24 Crores through the
preferential issue of equity shares and convertible warrants.
Pursuant to the allotment, the equity shares issued under
the preferential issue were listed and admitted to trading on
the NSE EMERGE Platform of the National Stock Exchange of
India Limited.

The proceeds of the preferential issue have been utilised
and are being utilised for the purposes stated in the Notice
convening the Extraordinary General Meeting and the
Private Placement Offer-cum-Application Letter (PAS-4), in
accordance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

The Board confirms that, as on the date of this Report, there
has been no deviation or variation in the utilisation of the
proceeds of the preferential issue from the objects stated in
the Notice convening the Extraordinary General Meeting and
the Private Placement Offer-cum-Application Letter (PAS-4).

The Company had raised an amount of ? 93.24 Crore through
its preferential Issue till 31/03/2026. Consequent to this, the
fresh equity shares are listed on EMERGE Platform of National
Stock Exchange of India Ltd. The proceeds of aforesaid issue
are being utilized, for the purpose for which it was raised by
the Company in accordance with the terms of the issue. As on
date of this report there was no deviation(s) or variation(s) in
the utilization of Preferential issue proceeds from the objects
as stated in the PAS 4 & notice to the Shareholders.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public
falling within the ambit of section 73 and Section 76 of the

Act, read with the Companies (Acceptance of Deposits) Rules,
2014. Hence, disclosure requirements prescribed under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are
not applicable to the Company.

BORROWINGS:

As at March 31, 2026, the Company had total borrowings
of ?89.74 Crores, comprising secured as well as unsecured
loans. These borrowings were availed in the ordinary course
of business and were primarily utilised for meeting the
Company''s working capital requirements. The details of the
borrowings are disclosed under the head "Current liabilities
- Borrowings” in Note No. 20 of Notes to the Financial
Statements.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the year, your Company has complied with the
Secretarial Standard on 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 under Section 118(10)
of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors'' Responsibility Statement it is
hereby confirmed that:

a) in the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed and there are no material
departures from the same;

b) the Directors had 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 March 31, 2026 and of the profit of the Company
for the year ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared 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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER
SECTION 186 OF THE ACT:

The Company has not given any loan to any person or other
body corporate, not given any guarantee or provided any
security in connection with a loan to any other body corporate
or person and not acquired by way of subscription, purchase
or otherwise, the securities of any other body corporate
coming under the purview of Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
UNDER SECTION 188(1) OF THE ACT:

During the financial year under review, the Company has
not entered into any materially significant related party
transactions. All the transactions with related parties during
the year were on arm''s length basis and in the ordinary course
of the business. Related party transactions entered into
were approved by the audit committee and the Board, from
time to time and are disclosed in the notes to accounts of the
financial statements forming part of this Annual Report.

The policy on materiality of related party transactions
and dealing with related party transactions (“RPT Policy”)
formulated by the Board as last amended on September
19,2025 can be accessed at https://www.sathlokhar.com/
pdf/AMENDED-RELATED-PARTY-TRANSACTION-POUCY.pdf.

All transactions with related parties are in accordance with
the RPT Policy. Further, during the financial year under review
all transactions entered into by the Company with its related
parties were on arm''s length basis and ordinary course of
business. Hence, disclosure under the prescribed form AOC-
2 in terms of Section 134 of the Act is not applicable.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended from time to
time, the Annual Return of the Company as on 31st March,
2026 in Form MGT-7, is available on the Company''s website
and can be accessed at https://www.sathlokhar.com/mgt-7.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2026, the Board of Directors comprised
of 8 Directors consisting of 4 Independent Directors,
1 Non-Executive Director and 3 Executive Directors
including 1 woman Whole Time Director. The Executive
Directors comprise the Chairman & Managing Director
and Two Whole Time Directors.

During the year under review, the Board at its Meeting
held on December 29, 2025, appointed Mr. Vimalan (DIN:
11448507), as an Additional Director (Non-Executive
Independent Director), on the recommendation
of the Nomination and Remuneration Committee,
whose appointment as an Independent Director
was subsequently approved by the shareholders in
accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The composition of the Board is in conformity with
the requirements of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. As at March 31, 2026, not less than
one-half of the Board comprised Independent Directors.

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, none of
the Directors has incurred any disqualification under
Sections 164(1) or 164(2) of the Companies Act, 2013.

Brief profile of Directors is available at Company''s
website at https://www.sathlokhar.com/board-of-
directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS:

During the Financial Year 2025-26, 09 (Nine) Meetings
of the Board of Directors were held in accordance
with the provisions of Section 173 of Companies Act,
2013. The meetings were held on 09th May''25, 28th
August''25, 19th September''25, 10th November''25, 21st
November''25, 01st December''25, 29th December''25,

obtain Directors'' inputs on effectiveness of the Board/
Committee processes.

The Board and the NRC reviewed the performance of
individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and
Committee Meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution
and inputs in meetings, etc.

In a separate meeting of independent directors,
performance of Non-Independent Directors and the
Board as a whole was evaluated. Additionally, they also
evaluated the performance of Chairman of the Board,
taking into account the views of Executive and Non¬
Executive Directors in the aforesaid Meeting. The Board
also assessed 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. The
above evaluations were then discussed in the Board
Meeting and performance evaluation of independent
directors was done by the entire Board, excluding the
Independent Director being evaluated.

D. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of
the Company, Mr. Balasubramaniam Sivasubramanian
(DIN: 10332109), Whole time Director and

Mr. Gopalakrishnan Thiyagu (DIN: 02755501), Managing
Director of the Company, retire by rotation at the ensuing
Annual General Meeting. The Board of Directors, on the
recommendation of the Nomination and Remuneration
Committee, has recommended their re-appointment.
Details of the Directors retiring by rotation/ seeking re¬
appointment have been furnished in the explanatory
statement to the notice of the ensuing AGM.

E. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company,
as per Sections 2(51) and 203 of the Companies
Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
comprise Mr.Gopalakrishnan Thiyagu, Chief Executive
Officer, Chairman & Managing Director; Mrs. Thiyagu
Sangeethaa Whole-Time Director; Mr. Balasubramaniam
Sivasubramanian, Whole-Time Director; Mr.Perumal
Vijayakumar, Chief Financial Officer; and Mr.Anil Prasad
Sahoo, Company Secretary and Compliance Officer.

F. CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the year Mr. Vimalan (DIN: 11448507) has been
appointed as an Independent Director on the Board of
the Company.

Apart from the same, there were no changes in the
Directors and KMP of the Company.

AUDITORS AND AUDITORS’ REPORT:A. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act
and Rules made thereunder, M/s. P P N and Company,
Chartered Accountants, (FRN: 013623S) were
appointed as Statutory Auditors of the Company for a
term of five consecutive years to hold office from the
conclusion of the tenth (10th) Annual General meeting
held on September 30, 2023 until the conclusion of
Fifteenth (15th) AGM of the Company to be held during
the Financial year 2028.

The Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the ICAI.
M/s. P P N and Company have confirmed that they
are not disqualified from continuing as the Statutory
Auditors of the Company and satisfy the prescribed
eligibility criteria.

The Statutory Auditors'' Report on the Financial
Statements of the Company for Financial Year 2025¬
2026 forms part of this Annual Report. Statutory Auditors
have submitted their Report with an unmodified opinion
and there are no observations qualification, reservation,
adverse remark or disclaimer in the Audit Report which
call for any explanation/comment from the Board of
Directors.

B. COST RECORDS AND COST AUDIT / COMPLIANCE:

Maintenance of cost records and appointment of cost
auditor is applicable to the company for the financial
year 2025-26 in terms the provisions under Section
148 of Companies Act 2013 and rule 6(6) of the
Companies (Cost records and audit) Rules, 2014. The
Board of Directors, on the recommendation of the Audit
Committee has appointed M/s. Suthakhar Arumugam &
Co., Cost Accountants, Chennai, Membership No-42719,
Firm Registration No: 001781, as the Cost Auditors
of the Company for the financial year 2025-26. The
Company has maintained cost records as specified by
the Central Government under Section 148(1) of the Act.

C. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and SEBI Listing Regulations M/s. Rabi Narayan
& Associates, Practicing Company Secretaries (Firm
Regn. No. S2000TN667800 Peer Review Certificate No.:
7811/2026), were appointed as Secretarial Auditors of
the Company for a term of 5 (five) consecutive years
from 1st April, 2025 to 31^st March, 2030 at the Annual
General Meeting held on 25/09/2025. The Secretarial
Audit Report (in Form MR-3) is attached as Annexure I
to this report.

The said Report does not contain any qualification,
reservation or adverse remark, except for observations
relating to delay in filing of certain forms/returns with
the Registrar of Companies. Your Directors wish to
clarify that all the forms/returns referred to in the
Secretarial Audit Report have since been duly filed with
the Registrar of Companies, along with the applicable
additional fees, wherever required, and no such filing
remained pending as at the end of the financial year.
The Company has also strengthened its compliance
monitoring mechanism to ensure timely statutory filings
going forward.

D. INTERNAL AUDITOR:

In terms of the provision of section 138 of the
companies Act, 2013 with rule 13 of the Companies
(Accounts) Rules, 2014, M/s. Ramiya & Associates,
Chartered Accountant, (Firm Registration is 028001S)
has been appointed as Internal Auditors of the Company
to conduct internal audit for the Financial Year 2025-26,
however due to resignation of M/s. Ramiya & Associates
during the third quarter of the financial year, the Board,
on the recommendation of the Audit Committee has
appointed M/s. B R Rao & Co, Chartered Accountant
(Firm Registration is 030894S) as Internal Auditor for
carry out of internal audit for rest of the Financial Year
2025/26. The Internal Audit reports are periodically
reviewed by the Audit Committee and the Board.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control
system to synchronize its business processes, operations,
financial reporting, fraud control and compliance with
extant regulatory guidelines and compliance parameters.
The Company ensures that a standard and effective internal
control framework operates throughout the organization,
providing assurance about the safekeeping of the assets
and the execution of transactions as per the authorization in
compliance with the internal control policies of the Company

The internal control system is supplemented by extensive
internal audits, regular reviews by the management and
guidelines that ensure the reliability of financial and all
other records. The management periodically reviews the
framework, efficacy and operating effectiveness of the
Internal Financial Controls of the Company.

The Company has, in material respects, adequate internal
financial control over financial reporting and such controls
are operating effectively. Internal Audits are carried out to
review the adequacy of the internal control systems and
compliance with policies and procedures. Internal Audit areas
are planned based on inherent risk assessment, risk score
and other factors such as probability, impact, significance
and strength of the control environment. Its adequacy was
assessed and the operating effectiveness was also tested.

COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013.

The Company has zero tolerance for sexual harassment at
workplace and has a mechanism in place for prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Rules, 2013. The
Company is committed to provide equal opportunities
without regard to their race, caste, sex, religion, color,
nationality, disability, etc. All employees are treated with
dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological.
All employees (permanent, contractual, temporary, trainees)
are covered.

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 &
Redressal) Act, 2013. An Internal Committee (IC) has been
set up to redress complaints received regarding sexual
harassment at workplace.

Details of complaints received and resolved during the financial
year under review by the IC are given below:

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961. The Company is
committed to providing a safe, inclusive and supportive work
environment for its women employees and extends maternity
benefits and other statutory entitlements in accordance with
the provisions of the Act, wherever applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company''s
operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations”) is
presented in a separate section, forming part of the Annual
Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors
of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section
143(12) of the Companies Act, 2013, including rules made
there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013
read with the Rules made thereunder, the Company has
formed Corporate Social Responsibility ("CSR”) Committee.
The Company has framed a Corporate Social Responsibility
(CSR) Policy as required under Section 135 of the Companies
Act, 2013 read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, to oversee the CSR
activities initiated by the Company. The CSR Committee has
adopted a CSR Policy in accordance with the provisions of
Section 135 of the Companies Act, 2013 and rules made
thereunder. The details of the CSR initiatives undertaken by
the Company during the FY 2025-26 in the prescribed format
are annexed as Annexure- II.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted the Risk Management
Committee and laid down a framework to inform the Board
about the particulars of Risks Identification, Assessment and
Minimization Procedures.

The Company''s risk management framework is designed to
proactively identify and manage risks that may impact the
achievement of its strategic and operational objectives. The
principal risks monitored by the Company include project
execution risk, working capital and liquidity risk, customer
and contract risk, supply chain and procurement risk,
health, safety and environmental (HSE) risk, regulatory and
statutory compliance risk, human resource risk, information
technology and cybersecurity risk, and market and economic
risks. Appropriate mitigation measures, internal controls
and periodic reviews are undertaken to manage these risks
effectively.

During the financial year under review, the Board reviewed
the effectiveness of the risk management framework and
internal financial controls and was satisfied that adequate
systems and processes were in place to identify, monitor and
mitigate material risks. No material weakness or significant
deficiency in the Company''s internal financial controls over
financial reporting was observed during the year.

The Risk Management Policy of the Company can be accessed
at https://www.sathlokhar.com/pdf/RISK-MANAGEMENT-
POLICY.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange Earnings and outgo
as required under Section 134 (3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 are provided in Annexure III to this Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination
and Remuneration Committee, has framed a policy for
the selection and appointment of Directors and Senior
Management Personnel and their remuneration. The
Company''s policy relating to the Directors appointment,
payment of remuneration and discharge of their duties is
available on the website of the Company at https://www.
sathlokhar.com/pdf/REMUNERATION-POLICY.pdf.

PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year
under review. The Company continued its trust on Human
Resources Development.

Disclosures required under the provisions of Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended, containing, inter-alia, the ratio of remuneration of
Directors to median remuneration of employees, percentage
increase in the median remuneration, are annexed to this
Report as ANNEXURE- IV.

A statement containing the particulars of the top ten
employees and the employees drawing remuneration in
excess of limits prescribed under Section 197(12) of the Act,
read with Rules 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
provided as an annexure forming part of this Report.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE

During the year under review, the Company had no Holding
company, Subsidiary Company, Joint Venture or Associate
Company within the meaning of the Companies Act, 2013.

RECEIPT OF REMUNERATION OR COMMISSION BY THE
MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR
SUBSIDIARY COMPANY

The Company did not have a holding company or any
subsidiary company during the year under review.
Accordingly, the disclosure requirements relating to the
receipt of remuneration or commission by the Managing
Director or Whole-time Director from the holding or subsidiary
company, as prescribed under Section 197 of the Companies
Act, 2013, read with the applicable Rules, are not applicable
to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR):

The Business Responsibility and Sustainability Report
pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company for the financial year ended on
31^st March, 2026.

CORPORATE GOVERNANCE

The equity shares of the Company are listed on the SME
Platform (NSE Emerge) of the National Stock Exchange of
India Limited ("NSE”). In terms of Regulation 15(2) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”), companies

whose equity shares are listed on the SME platform of a
recognised stock exchange are exempt from compliance
with the corporate governance requirements specified under
Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2)
of Regulation 46, and Paras C, D and E of Schedule V of the
Listing Regulations. However, pursuant to the applicable
provisions of the Listing Regulations read with the relevant
SEBI circulars governing SME listed entities, an SME-listed
company whose paid-up equity share capital exceeds
?25 Crores is required to comply with the regulatory and
compliance framework applicable to Main Board listed
companies.

Consequent to the completion of the Preferential Issue
during the financial year 2025-26, the paid-up equity share
capital of the Company exceeded ?25 Crores. Accordingly,
the Company became subject to the corporate governance
and other compliance requirements applicable to Main
Board listed companies under the Listing Regulations for the
financial year ended March 31, 2026.

In compliance with Regulation 34(3) read with Schedule V
of the Listing Regulations, a separate Corporate Governance
Report, together with the requisite certificate on compliance
with the conditions of Corporate Governance, forms part of
this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the company has five Board level
committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of
Directors is available on the website of the Company and
is also provided in the corporate governance section of the
Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet
the criteria of independence laid down under Section 149(6)
read with Schedule IV of the Act and Regulation 16(1)(b) of
the Listing Regulations and that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties with an objective independent
judgment and without any external influence. The board
of directors have taken on record the declaration and
confirmation submitted by the independent directors after

undertaking due assessment of the veracity of the same and
is of the opinion that they fulfil the conditions specified in the
Act and the Listing Regulations and that they are independent
of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their
roles, rights and responsibilities in the Company by specifying
them in their appointment letter along with necessary
documents, reports and internal policies to enable them to
familiarise with the Company''s procedures and practices.
The Company endeavors, through presentations at regular
intervals to familiarise the Independent Directors with the
strategy, operations and functioning of the Company. The
details of such familiarisation Programmes for Independent
Directors are posted on the website of the Company and can
be accessed at https://www.sathlokhar.com/pdf/POLICY-
OF-FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-
DIRECTORS.pdf.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT
DIRECTORS

The terms and conditions of appointment of Independent
Directors have been disclosed on the website of the Company
and can be accessed at https://www.sathlokhar.com/pdf/
POLICY-FOR-APPOINTMENT-OF-INDEPENDENT-DIRECTORS-
AND-CODE-OF-CONDUCT.pdf.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on
March 26, 2026 without the presence of Non-Independent
Directors and members of Management. In accordance with
the provisions under Section 149 and Schedule-IV of the Act,
following matters were, inter alia, reviewed and discussed in
the meeting:

i) Performance of Non-Independent Directors and the
Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking
into consideration the views of Executive and Non¬
Executive Directors;

iii) Assessment of 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

All the Independent Directors were present at the meeting.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy in accordance
with the provisions of Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Rule 7 of the Companies (Meeting of the Board
and its Power) Rules 2014. The policy enables directors,
employees and business associates to report unethical
behavior, malpractices, wrongful conduct, fraud, violation
of Company''s code of conduct, leak or suspected leak of
unpublished price sensitive information without fear of
reprisal for appropriate action. Under the vigil mechanism,
all directors, employees, business associates have direct
access to the Chairman of the Audit committee. The whistle
blower policy can be accessed at https://www.sathlokhar.
com/pdf/WHISTLE-BLOWER-POLICY.pdf.

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance
with SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and
Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of “legitimate purposes” forms
part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/
suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention
of Insider Trading which includes maintenance of structural
digital data base (SDD) are being managed through a
software installed by the Company in-house including
maintenance structural digital data base (SDD). This code
lays down guidelines advising the designated employees
and other connected persons, on procedures to be followed
and disclosures to be made by them while dealing with the
shares of the company and while handling any unpublished
price sensitive information. The policy on Code of Conduct
for Prevention of Insider Trading can be accessed at https://
www.sathlokhar.com/pdf/CODE-TRADING.pdf

CODE OF CONDUCT

Commitment to ethical professional conduct is a must
for every employee including Board members and senior
management personnel of the company. The duties of
Directors including duties as an Independent Director as laid

down in the Act also forms part of the Code of Conduct. The
Code of Conduct is available on the website of the Company
https://www.sathlokhar.com/pdf/code-of-conduct1.pdf. All
Board members and senior management personnel affirm
compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance
and has consistently maintained its organizational culture as
a remarkable confluence of high standards of professionalism
and building shareholder equity with principles of fairness,
integrity and ethics. The Board of Directors of the Company
have from time to time framed and approved various Policies
as required by the Companies Act, 2013 read with the Rules
issued thereunder and the Listing Regulations. These Policies
and Codes are reviewed by the Board and are updated, if
required. The aforesaid policies can be accessed at https://
www.sathlokhar.com/policies.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private
Limited as its RTA. Details of the RTA are given below:

Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate,

Mumbai - 400011, Maharashtra, India

Tel: 91 022 2301 8261 , Fax No: 91 022 2301 2517

E-mail: [email protected] ,

Website: www.purvashare.com

LISTING

The equity shares of the Company are listed at the EMERGE
Platform on NSE under Stock Code- SSEGL with effect from
August 06, 2024.

DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for
dematerialization of equity shares with the Purva Share
Registry (I) Private Limited, National Securities Depository
Limited and Central Depository Services (India) Limited. As
on March 31, 2026, the shares of the Company held in demat
form represents 100% of the total issued and paid-up capital
of the Company. The Company ISIN No. is INE0RFP01011.

POSTAL BALLOT

During the year under review, three resolutions were passed
through postal ballot on 20/03/2026.

PENALTIES

There were no penalties, strictures imposed on the company
by stock exchange(s) or SEBI or any statutory authority, on
any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-
based complaints redressal system i.e. SCORES. Through this
system a shareholder can lodge complaint against a company
for his grievance. The company uploads the action taken on
the complaint which can be viewed by the shareholder. The
company and shareholder can seek and provide clarifications
online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/
CIR/2023/145 dated July 31, 2023, on “Online Resolution of
Disputes in the Indian Securities Market” a common Online
Dispute Resolution Portal (“ODR Portal”) which harnesses
online conciliation and online arbitration for resolution of
disputes arising in the Indian Securities Market has been
established.

RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of company''s shares, pursuant to Regulation
76 of Securities and Exchange Board of India (Depositories
Participants) Regulations, 2018 [erstwhile SEBI circular No.
D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read
with Securities and Exchange Board of India (Depositories
Participants) Regulations, 1996], a Company Secretary in
Practice carries out audit of Reconciliation of Share Capital
on quarterly basis to reconcile the total admitted equity
share capital with the National Securities Depository Limited
(NSDL) and the Central Depository Services (India) Limited
(CDSL) and the total issued and listed equity share capital.
The audit report confirms that the total issued/paid-up capital
is in agreement with the total number of shares in physical
form and the total number of dematerialized shares held with
NSDL and CDSL. The said report, duly signed by practicing
company secretary is submitted to stock exchanges where
the securities of the company are listed within 30 days of the
end of each quarter and this Report is also placed before the
Board of Directors of the company.

CREDIT RATING

In the absence of issue of any debt securities, the Company
has not obtained any credit rating with respect to any debt
securities. Further, Crisil Ratings Limited has rated total Bank
Loan Facilities for Rs. 200 Crore. For Long Term Rating, Crisil
Ratings Limited has rated Crisil BBB /Positive (Assigned)

and Short Term Rating, Crisil Ratings Limited has rated Crisil A2 (Assigned) for the credit facilities availed by the Company
from Banks.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the Financial Year. Hence, the requirement to disclose the details of the application made or any proceeding pending
under the said Code during the year along with their status as at the end of the financial year is not applicable.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters,
Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company and associate
companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

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, there has been no incident of one-time settlement for loan taken from the banks of
financial institutions and hence no disclosure is required in this regard.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative an electronic copy of the Notice of the 13th Annual General Meeting
of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered
with the Company/ Depository Participant(s) and will is also available at the Company''s website at https://www.sathlokhar.
com/annual-report.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the
investors. The designated email id for Investor complaint is [email protected].

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Anil Prasad Sahoo,

Company Secretary & Compliance Officer

Registered office: Plot No.5171, 9^th Street, Ram Nagar North Extension,

Madipakkam, Kanchipuram, Saidapet, Tamil Nadu, India, 600091
Contact No. 91 7299541122;

E-mail: [email protected]

DESIGNATED PERSON RESPONSIBLE FOR FURNISHING INFORMATION ON THE BENEFICIAL INTERESTS IN SHARES OF THE COMPANY:

Mr. Anil Prasad Sahoo (Membership No. A22871), who was appointed as Company Secretary with effect from 15/02/2024,
has also been designated as the responsible person for furnishing information on beneficial interests in the Company''s
shares.

BUSINESS LOCATIONS

As on March 31, 2026, the company has its place of business in the following location;

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from
the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers,
vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board
of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the
Company.

For and on behalf of the Board of Directors of
SATHLOKHAR SYNERGYS E&C GLOBAL LIMITED

Gopalakrishnan Thiyagu Thiyagu Sangeethaa

Managing Director Whole Time Director

(DIN:02755501) (DIN: 06531428)

Place: Chennai
Date: 28^th May 2026