Dear Members,

The Directors are pleased to present the 77^th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

( in lakhs)

REVIEW OF PERFORMANCE AND FUTURE OUTLOOK

The Company earned revenue of Rs. 381.17 lakhs from operations during the financial year 2023-24. The net profit during the year amounted to Rs. 294.43 lakhs against loss of Rs. 30.57 lakhs during the financial year 2022-23.

The Company's real estate project in Hyderabad was completed in 2019. The Company presently does not have any ongoing project nor is any new project envisaged in the near future.

DIVIDEND AND RESERVES

The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.

CHANGES IN SHARE CAPITAL

There was no change in the authorised and paid-up share capital of the Company during the financial year 2023-24.

ANNUAL RETURN

Pursuant to Section 92(3) of the "Companies Act, 2013" (the "Act") and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2024 is available on the Company's website at www.sanathnagar.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Appointment

Mr. Govind Jaju was appointed as Non-Executive Director of the Company by the Board based on the recommendation of the Nomination and Remuneration Committee (NRC) w.e.f July 12, 2023 and the same was approved by the shareholders at the 76^th Annual General Meeting (AGM) of the Company held on August 17, 2023.

Mr. Rameshchandra Chechani was appointed as Non-Executive Director of the Company by the Board based on the recommendation of the NRC w.e.f January 16, 2024. Necessary resolution for his appointment forms part of the accompanying notice of the AGM.

Cessation

Mr. Manesh Jhunjhunwala and Mr. Govind Jaju ceased to be Directorsof the Company w.e.f July 12, 2023 and December 8, 2023 respectively. The Board places on record its appreciation for the services rendered by them during their tenure as director.

Retiring by Rotation

Ms. Sanjyot Rangnekar, retires by rotation and being eligible offers herself for re-appointment. Necessary resolution for herre-appointment is included in the accompanying notice of the AGM.

Declarations / confirmations by Directors

1. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed u/s 149 of the Act and the Listing Regulations and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

2. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

3. None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could potentially conflict with the interests of the Company at large.

Key Managerial Personnel

Mr. Hitesh Marthak ceased to be Company Secretary and Compliance Officer with effect from the closure of business hours on July 12, 2023 and Mr. Shashank Nagar (ACS A50668) was appointed as Company Secretary and Compliance Officer w.e.f July 13, 2023.

Mr. Kiran Kokare ceased to be Chief Financial Officer of the Company with effect the close of business hours on October 23, 2023 and based on the recommendation of the NRC and Audit Committee, Mr. Vikash Mundhra was appointed as Chief Financial Officer of the Company with effect from October 24, 2023.

The Board places on record its appreciation for the services rendered by Mr. Marthak & Mr. Kiran Kokare during their respective tenures.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Martin Godard, Manager

Mr. Vikash Mundhra, Chief Financial Officer Mr. Shashank Nagar, Company Secretary

BOARD AND BOARD MEETINGS

The Board has an optimum combination of Executive and Non-Executive Directors including a woman director and conforms to the provisions of the Act and Listing Regulations. As on March 31, 2024, the Board comprised four Directors, out of which two are Non-Executive Non-Independent Directors and two are Non- Executive Independent Directors. There is one-woman independent director on the Board. The composition of the Board of the Company as on March 31, 2024 was as under:

1. Appointed w.e.f. 16/01/2024

Meetings of the Board

The Board met four times during the financial year ended March 31, 2024; on April 12, 2023, July 12, 2023, October 11, 2023 and January 16, 2024. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards.

The details of Board Meetings held and attendance of the Directors is given hereunder:

1.Appointed w.e.f. 12/07/2023 and resigned w.e.f. 08/12/2023. 2.Appointed w.e.f. 16/01/2024 3.Resigned w.e.f 12/07/2023

Independent Directors' Meeting

In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent Directors of the Company met without the presence of the Executive Directors and other Non- Executive Director or any other Management Personnel. These Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of Executive and Non-Independent Directors and the Board of Directors as a whole, assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively. During the year ended March 31, 2024, the Independent Directors met once on March 29, 2024.

BOARD COMMITTEES

The Board has constituted three committees as on March 31, 2024.

Audit Committee

As on March 31, 2024, the Audit Committee comprised Ms. Ritika Bhalla, Chairperson and Mr. Jinesh Shah both Independent Directors and Ms. Sanjyot Rangnekar Non-Executive And Non-Independent Director. All Members of the Committee have relevant experience in financial matters. Senior executives are invited to participate in the meetings of the Committee as and when necessary. The Manager and the Chief Financial Officer are invitees to the meetings and the Company Secretary acts as the Secretary to the Committee. The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Act and the Regulation 18 read with Part C of Schedule III to the Listing Regulations.

The Audit Committee met four times during the year; on April 12, 2023, July 12, 2023, October 11, 2023 and January 16, 2024

Nomination & Remuneration Committee

As on March 31, 2024, the Nomination & Remuneration Committee comprised of Ms. Ritika Bhalla, Chairperson, Mr. Jinesh Shah, independent Directors and Ms. Sanjyot Rangnekar Non-Executive And Non-Independent Director. The terms of reference of the Committee are in line with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations.

The Committee met four times during the year; on April 12, 2023, July 12, 2023, October 11, 2023 and January 16, 2024.

Stakeholders' Relationship Committee

As on March 31, 2024, the Stakeholders' Relationship Committee comprised Ms. Sanjyot Rangnekar, Chairperson and Mr. Jinesh Shah and Ms. Ritika Bhalla, both independent directors. The Committee met once during the year; on April 12, 2023.

BOARD EVALUATION

The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. 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.

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company's website at www.sanathnagar.in. Salient features of the Policy are reproduced in Annexure II to this Report.

Statutory Auditors

MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company for a second term, at the AGM held on September 24, 2021, for a term of five consecutive years and hold office upto the conclusion of the AGM to be held in the financial year 2026.

The statutory auditor's report for financial year 2023-24 does not contain any qualifications, reservations or adverse remarks and is enclosed with the financial statements with this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2023-24.

The Secretarial Audit Report for financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided in Annexure III to this Report.

Cost Auditor & Cost Audit Report

The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or provided security or made investments to/in any other company during the financial year under review.

RELATED PARTY TRANSACTIONS

The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act during the financial year under review, were in the ordinary course of business and have been transacted at arm's length basis.

Further there are no transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Act during the financial year, that are required to be reported in Form AOC-2.

HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

The Company is a subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have any subsidiary, joint ventures or associate company during the year the review.

Risk Management

Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Internal Controls and their adequacy

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditors. The Board / Audit Committee reviews adequacy and effectiveness of the Company's internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

Whistle Blower Policy and Vigil Mechanism

The Company's Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Company's website www.sanathnagar.in. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, do not apply as there are no employees.

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

The Company has no ongoing project, however the particulars as required under the provisions of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company.

During the financial year 2023-24, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.

CORPORATE GOVERNANCE REPORT

As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form part of this Report.

GENERAL

Your Directors state that for the financial year ended March 31, 2024, no disclosure is required in respect of the following items and accordingly confirm as under:

1. The Company has neither revised the financial statements nor the Board's report.

2. There was no change in the authorized and paid-up share capital of the Company.

3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report.

5. The Company has not accepted any deposits during the financial year.

6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.

7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company's operations in future.

8. There was no change in the nature of the business of the Company.

9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Hon'ble NCLT.

11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the financial year 2023-24.

12. The provisions of section 135 of the Act are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report forms a part of this Annual Report.

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the FY ended on that date; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.