To the Members

The Directors are pleased to present the 78^th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2025.

(Rs. in lakhs)

The Company did not have any operations and did not earn any revenue during the year. The net loss during the year was ?339.99 lakhs against a profit of ? 294.43 lakhs during the previous financial year. The Company's real estate project in Hyderabad was completed in 2018. The Company presently does not have any ongoing project nor is any new project envisaged in the near future.

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.

There was no change in the authorised and paid-up share capital of the Company during the financial year 2024-25.

The Company has applied to BSE Ltd for obtaining no objection certificate for the scheme of Merger by Absorption of the Company, Roselabs Finance Limited and National Standard (India) Limited with Lodha Developers Limited (formerly known as Macrotech Developers Limited) (the holding company), pursuant to approval granted by the Board on July 30, 2024. Further details on the scheme are provided in the notes to the standalone financial statements.

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, 2025 is available on the Company's website at www.sanathnagar.in.

Ms Sanjyot Rangnekar, Mr Rameshchandra Chechani, Ms Ritika Bhalla and Mr Jinesh Shah are directors of the Company as on the date of this report.

Ms. Sanjyot Rangnekar, retires by rotation and being eligible offers herself for re-appointment. Necessary resolution for her re- appointment forms part of the accompanying notice of the AGM.

In terms of Section 203 of the Act, Mr. Martin Godard, Manager, Mr. Vikash Mundhra, Chief Financial Officer and Mr. Abhijeet Shinde, Company Secretary are the Key Managerial Personnel of the Company as on the date of this report.

Mr. Shashank Nagar ceased to be Company Secretary and Compliance Officer w.e.f. October 1, 2024. Mr. Abhijeet Shinde was appointed as Company Secretary and Compliance Officer w.e.f. October 17, 2024.

The Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16 of the Listing Regulations. The Independent Directors have confirmed 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 with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they have registered their names in the Independent Directors Databank.

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, 2025, 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, 2025 was as under:

The Board met five times during the financial year ended March 31, 2025; on April 18, 2024, July 17, 2024, July 30, 2024, October 17, 2024 and January 16, 2025. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards.

During the financial year 2024-25, the Independent Directors met once i.e on March 24, 2025, without the presence of other Directors or the management. The Independent Directors, interalia, discussed and reviewed the performance of NonIndependent Directors, the Board as a whole and the Chairperson and assessed the quality, quantity and timeliness of flow of information between the management and the Board.

The Board has constituted three committees as on March 31, 2025.

As on March 31,2025, the Audit Committee comprised of 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 five times during the year; April 18, 2024, July 17, 2024, July 30, 2024, October 17, 2024 and January 16, 2025.

As on March 31, 2025, 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 three times during the year; on April 18, 2024, July 17, 2024 and October 17, 2024.

As on March 31, 2025, the Stakeholders' Relationship Committee comprised Ms. Sanjyot Rangnekar, Chairperson, Mr. Jinesh Shah and Ms. Ritika Bhalla, both independent directors. The Committee met once during the year; on April 18, 2024.

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.

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 I to this Report.

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 2024-25 does not contain any qualifications, reservations or adverse remarks and is enclosed with the financial statements with this Annual Report.

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 2024-25.

The Secretarial Audit Report for financial year 2024-25 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided in Annexure II to this Report.

The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year 2024-25.

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.

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. There are no transactions/contracts/ arrangements entered by the Company with related parties during the financial year, that are required to be reported in Form AOC-2.

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

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.

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.

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.

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.

The Company has no ongoing project, therefore 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 2024-25, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.

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.

Your Directors state that for the financial year ended March 31, 2025, 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 and Maternity Benefits Act, 1961 were not applicable to the Company.

4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2025 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.

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

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 31,2025 and of the profit and loss of the Company for the financial year 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.

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