Directors Report of Suraj Estate Developers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 39^th Annual Report of the Company on the business and operations of the
Company, together with the Audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

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

PARTICULARS	CONSOLIDATED		STANDALONE
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from operations	5,490.92	4,122.14	5,067.88	3,707.95
Other income	40.80	34.90	464.36	160.56
Total revenue	5,531.72	4,157.04	5,532.24	3,868.51
Expenses	4,171.12	3,218.35	4,223.51	2,882.87
Profit before tax	1,360.60	938.69	1,308.73	985.63
Tax expenses	359.08	263.78	343.71	271.83
Profit after tax	1,001.52	674.90	965.03	713.80
Other comprehensive income/(loss)	(0.52)	(1.43)	(0.33)	(0.48)
Total comprehensive income for the year	1,001.00	673.47	964.70	713.33
Basic earnings per share	21.80	19.39	20.01	20.29
Diluted earnings per share	19.70	19.39	19.90	20.29

2. FINANCIAL PERFORMANCE:

a. Consolidated Financials

During the year under review, your Company’s
consolidated total revenue stood at '' 5,531.72 Mn
as compared to '' 4,157.04 Mn for the previous
year, representing an increase of 33.01%; Profit
before tax stood at '' 1,360.6 Mn for the year
under review as compared to '' 938.69 Mn for the
previous year representing an increase of 44.95
%; and the total comprehensive income stood at
'' 1,001 Mn as compared to '' 673.47 Mn for the
previous year representing an increase 48.64 %.

b. Standalone Financials

During the year under review, the total revenue
stood at '' 5,532.24 Mn as compared to '' 3,868.51
Mn for the previous year representing an increase
of 43.00%; profit before tax stood at '' 1,308.73 Mn
for the year under review as compared to '' 985.62
Mn for the previous year representing an increase
of 32.78 %; and the total comprehensive income
stood at '' 964.7 Mn as compared to '' 713.32 Mn
for the previous year representing an increase of
35.24%.

The detailed analysis on the state of affairs,
operation of the Company and future outlook is
explained in the Management discussion and
analysis report forming part of the Annual Report
of the Company for the year under review.

3. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES COMPANIES

No Company/LLP/body corporate/association of
persons became subsidiary, associate or JV during the
financial year under review.

The Board of Directors of your Company has approved
a Policy for determining material subsidiaries in line
with the Listing Regulations. The Policy is available on
the Company’s website at https://surajestate.com/
Investor corner/. During the under review there are no
Material Subsidiaries of the Company as on 31^st March,
2025.

As on 31^st March, 2025, the Company had 4 wholly
owned subsidiaries (Name as given blow). A statement
containing the salient features of financial statements
and details of performance of the Company’s
subsidiaries is given in Annexure I - ‘e-Form AOC-1’.

Name of Subsidiaries:

1. Accord Estates Private Limited

2. Iconic Property Developers Private Limited

3. Skyline Realty Private Limited

4. Uditi Premises Private Limited

4. NATURE OF BUSINESS

The Company is primarily engaged in the activities
of Real Estate development. The Company develops
residential and commercial infrastructure projects.
There was no change in nature of the business of the
Company, during the year under review.

5. STATE OF COMPANY''S AFFAIRS
Project launched

The Company has implemented a comprehensive
project development strategy, focusing on both
residential and commercial segments. This approach
provides reasonable assurance regarding the quality
and timely delivery of our developments. During the
year under review, the Company has not launched any
project. However after the financial year the Company
launched ''Suraj Aureva’, a premium residential project
on 13^th July, 2025 under the value luxury segment,
strategically located in the highly coveted neighborhood
of Prabhadevi, South-Central Mumbai with a projected
Gross Development Value (GDV) of '' 120 Crores and
saleable carpet area of approximately. 0.24 Lakhs sq. ft.
this project is being developed under a capital-efficient
redevelopment model, combining Regulations 33(7)(B),
and 33(12) of DCPR 2034.

The state of the Company’s affairs, including its
operations and ongoing projects, is detailed in the
Management Discussion & Analysis Report, which
forms part of this Annual Report.

6. SHARE CAPITAL

During the year under review, there was no change in
the authorised capital of your Company. The authorised
equity share capital of your Company is '' 300 Mn,
comprising 6,00,00,000 equity shares of '' 5 each per
share

During the financial year under review, your Company
under Preferential Issue, offered 56,05,742 Equity
Shares of '' 5/- each fully paid, at a premium of
'' 709/- aggregating to '' 4,002.50 Mn to the selected
group of investors belonging to the non-promoter
public category on the preferential basis pursuant
Chapter V of SEBI (ICDR) Regulations, 2018 and the

provisions of the Companies Act, 2013 and rules made
there under. Out of the said Preferential Issue, your
Company allotted 34,12,277 Equity Shares of '' 5/-each
fully paid, with the premium of '' 709/- aggregating to
'' 2,436.37 Mn.

After the said allotment, the paid-up capital of the
Company is now '' 238.87 Mn (4,77,73,388 equity
shares of face value of '' 5/- each fully paid up)

WARRANTS-

During the financial year under review your Company
also allotted 13,30,000 (Thirteen Lakh Thirty Thousand)
warrants of '' 750 each aggregating to '' 997.50 Mn on
the Preferential basis (''Preferential Issue’) in terms
of Chapter V of SEBI (ICDR) Regulations, 2018 and
the provisions of the Companies Act, 2013 and rules
made there under, to the investor belong to the Public
Category.

The said each Warrant has a right to convert into 1
(One) equity share of face value 5/- (Rupees Five only)
(Equity Share) for cash consideration at a price of
750/-(Rupees Seven Hundred Fifty only) per Warrant
(including premium of 745/- (Rupees Seven Hundred
Forty-five only), at any time within the period of 18
(eighteen) months as the option of the warrant holder
from the date of allotment of the said Warrants.

During the year under review, the Company had received
50% of the total consideration. However, remaining 50%
of each warrant will be received by the Company before
or at the time of conversion of the said warrants into
the Equity Shares.

7. NON-CONVERTIBLE DEBENTURES

In FY 2024 your Company raised an aggregate
amount of '' 600 Mn by way of issue of 6,00,00,000
unlisted, secured, rated, redeemable, non-convertible
debentures (NCDs) of face value of '' 10/- each on
private placement basis, and the entire Issue proceeds
were utilised towards the objects of the Issue in
FY 2024.

IDBI Trusteeship Services Limited is the debenture
trustee for the above non-convertible debentures
issued by the Company. Their contact details are given
under the Corporate Governance Section of the Annual
Report.

8. TRANSFER TO RESERVES

I t is not proposed to transfer any amount to reserves
out of the profits earned during FY 2025.

9. DIVIDEND

To conserve the funds required for business growth
plans and taking into consideration the stable
performance of your Company, the Board of Directors
has not recommended any dividend for the financial
year ended 31^st March, 2025.

10. DEPOSITS

During the year under review, your Company neither
accepted any deposits nor there were any amounts
outstanding at the beginning of the year which were
classified as ''Deposits’ in terms of Section 73 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence,
the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the
Companies Act, 2013 is not applicable.

11. DISCLOSURE W.R.T. MATERIAL CHANGES AND
COMMITMENTS

There have been 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 date of this report.

12. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL
CONTROLS

The Company has adequate internal controls and
processes in place with respect to its operations, which
provide reasonable assurance regarding the reliability
of the financial statements and financial reporting and
also functioning of other operations. These controls
and processes are driven through various policies
and procedures. During the year, the review of Internal
Financial Controls was carried out and the report was
placed before the Audit Committee. As per the report
the Controls are effective and there are no major
concerns. The internal financial controls are adequate
and operating effectively to ensure orderly and efficient
conduct of business operations.

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed
by any Regulator or Court or Tribunal which can have
impact on the going concern status and the Company’s
operations in future. There are no proceedings initiated
by/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

14. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the related party
transactions falling under the provisions of section
188 of the Companies Act, 2013 which Company has
entered with related parties, as defined under section
2(76) of the Companies Act, 2013, were in its ordinary
course of business and were on arm’s length basis.
All the related party transactions were placed before
the Audit Committee. As per the approval of the
Audit Committee, the related party transactions were
presented to the Board of Directors specifying the nature,
value and terms and conditions of the transactions.
The transactions with related parties are conducted in
a transparent manner with the interest of the Company
and Stakeholders as utmost priority. The related party
transactions policy is available on the website of the
Company at https://www.surajestate.com/investor-
corner/. Since the related party transactions entered
by the Company were in ordinary course of business
and on arm’s length basis, no disclosure in AOC- 2 is
required to be furnished.

Kindly refer to note number 42 of the financial
statements for the transactions with related parties
entered during the year under review.

15. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans,
guarantees and investments given/made by the
Company as on 31^st March, 2025 which forms part of
this Annual Report.

16. DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with
differential rights and hence no information as per
provisions of Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014, is furnished.

17. DISCLOSURE RELATING TO SWEAT EQUITY
SHARES

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

18. DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME

The Company has not implemented any Employee
Stock Option Scheme or Stock Purchase Scheme.
Hence, no disclosure in terms of Companies (Share
Capital and Debenture) Rules, 2014 and SEBI (Employee
Share Based Employee Benefits) Regulations, 2014, are
required.

19. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of
employees and hence no disclosure under Rule 16(4) of

the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of the Board:

The Board of your Company comprised of Eight
Directors with Two Executive Directors, Two Non¬
Executive Non-Independent Directors including
women Director and four Independent Directors.
The composition of the Board of Directors meets
the requirement of provisions of Regulation 17 of
the Listing Regulations and Section 149 of the Act.

The present Board Composition is:

Sr. No.	Name of Directors	DIN Number	Category
1.	Mr. Rajan Meenathakonil Thomas	00634576	Chairman & Managing Director
2.	Mr. Rahul Rajan Jesu Thomas	00318419	Whole Time Director
3.	Mrs. Sujatha R Thomas	02492141	Non- Executive Non-Independent
4	Ms. Elizabeth Lavanya Thomas	09503741	Non- Executive Non-Independent
5.	Mr. Jitendra Shantilal Mehta	00359501	Independent Director
6	Mr. Vinod Prabhudas Chithore	10829556	Independent Director
7	Mr. Satyendra Shridhar Nayak	08194706	Independent Director
8	Mr. Sunil Pant	07068748	Independent Director

b) Change in Composition of the Board of Directors

During the year under review, below mentioned
changes took place in the Board of Directors;

i. Mr. Rajan Meenathakonil Thomas, Chairman
& Managing Director (DIN: 00634576) retired
by rotation Directors at the 38^th Annual
General Meeting held on 26^th September,
2024, and was reappointed.

Mrs. Sujatha R Thomas, Non - Executive
Non- Independent Director (DIN 02492141)
is due to retire by rotation at the ensuing
Annual General Meeting, and being eligible,
offers herself for re-appointment.

Mr. Rahul Rajan Jesu Thomas, Whole-Time
Director of the Company (DIN 00318419)
is due to retire by rotation at the ensuing
Annual General Meeting, and being eligible,
offers himself for re-appointment.

ii. Cessations

During the year under review, Mr. Mrutyunjay
Mahapatra (DIN 03168761) Independent

Director of the Company resigned with
effect from 3^rd December, 2024, from the
directorship of the Company due to his other
professional commitments and personal
reasons.

iii. Appointments

During the year under review the Board of
Directors of the Company in its meeting
held on 8^th January, 2025 appointed Mr.
Jitendra Shantilal Mehta (DIN - 00359501),
Mr. Vinod Prabhudas Chithore as additional
directors under Independent category and
Ms. Elizabeth Lavanya Thomas (DIN
-09503741) as an Additional Director under
Non-Executive and Non-Independent
category. Appointment of all the three
directors were approved by shareholders of
the Company at the Extra ordinary General
Meeting held on 1^st April, 2025 and changed
the category from Additional Director to
Director.

c) Key Managerial Personnel:

The Key Managerial Personnel of the Company in
accordance with Regulation 2(1)(bb) of the SEBI
(Issue of Capital and Disclosure Requirements)
Regulations and Section 2(51) of the Companies
Act, 2013 are:

Name	Designation
Mr. Rajan Meenathakonil Thomas	Chairman and Managing Director
Mr. Rahul Rajan Jesu Thomas	Whole Time Director
Mr. Shreepal Shah	Chief Financial Officer
Mr. Shivil Kapoor (upto 10th February, 2025)	Company Secretary and Compliance Officer
Mr. Mukesh Gupta (from 9th May, 2025)	Company Secretary and Compliance Officer

d) Woman Director

I n terms of the provisions of Section 149 of the
Act and Regulation 17(1)(a) of Listing Regulations,
the Company has 2 (two) Non-Executive
non-independent women Directors namely
Mrs. Sujatha R Thomas (DIN: 02492141) and
Ms. Elizabeth Lavanya Thomas (DIN -09503741).

However, as per Average Market capitalization as
on 31^st December, 2024, published by the Stock
Exchange, now the Company falls under Top 1000
Listed Companies so as per Regulation 17(1)

(a) of SEBI Listing Regulations, it is mandatory
the woman Director must be an Independent
Director. For the compliance of this regulation, the
company is identifying the Independent Woman
Director who will be appointed in due course.

e) Declaration by Independent Directors and
statement on compliance with the code of
conduct

The Company has received necessary
declarations with respect to independence from
all the independent directors in compliance of
Section 149 (7) of the Companies Act, 2013.
The Independent Directors have complied with
the Code for Independent Directors prescribed
in Schedule IV to the Companies Act, 2013 and
the Code of Conduct for Directors and senior
management personnel formulated by the
Company.

The Board is of the opinion that the Independent
Directors of the Company hold the highest
standards of integrity and possess requisite

expertise, experience and proficiency required to
fulfill their duties as Independent Directors.

21. NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has
formulated the Nomination and Remuneration Policy,
which sets out the criteria for determining qualifications,
positive attributes and independence of Directors. It
also lays down criteria for determining qualifications,
positive attributes of KMPs and senior management,
and other matters provided under Section 178(3) of
the Act and Listing Regulations. The Nomination and
Remuneration Policy of the Company as approved and
adopted by the Board, is available on the website of the
Company at: https://surajestate.com/Investor corner/

The policy is in compliance with the provisions of
Section 178 of the Companies Act, 2013 and SEBI
(LODR) regulations. The policy covers the following:

1. Objectives, composition and responsibilities of the
Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and removal
of directors/KMP and senior management

3. Fit and proper criteria to determine the suitability
of the person for appointment/continuing to hold
appointment as a Director on the Board of the
Company.

4. Criteria for independence - for directors to be
appointed as independent directors on board of
the Company.

5. Criteria to be considered while appointing KMP
senior management personnel

6. Removal of a director, KMP or senior management

7. Remuneration of directors, key managerial
personnel and senior management

8. Evaluation of performance of the Directors and
the overall Board broadly on the basis of the laid-
out criteria.

9. Criteria for review of the policy due to change in
regulations or as may be felt appropriate by the
Committee subject to the approval of the Board of
Directors.

22. BOARD MEETING

During the Financial Year 2024-25, our Board met
Six (06) times on 7^th May, 2024, 1^st August, 2024, 19^th

August, 2024, 14^th November, 2024, 8^th January, 2025,
and 10^th February, 2025.

The requisite quorum was present for all the Meetings.
The intervening gap between the Meetings was
within the period prescribed under the Act and Listing
Regulations.

The Company provides all the Board Members with the
facility to participate in the meetings of Board and its
Committee through Video Conferencing or Other Audio
Visual Means. The details of the meetings have been
enclosed in the Corporate Governance Report, which
forms part of this annual report.

Pursuant to the requirements of Schedule IV to the Act
and the Listing Regulations, a separate Meeting of the
Independent Directors of the Company was held on
7^th May, 2024, and the Directors reviewed the matters
enumerated under Schedule IV(VII)(3) to the Act and
Regulation 25(4) of the Listing Regulations. All the
Independent Directors attended the said meeting.

23. COMMITTEES OF BOARD

The Company has various Committees which have
been constituted as part of good corporate governance
practices and the same follow the requirements of the
relevant provisions of applicable laws and statutes.
The Committees of the Board are the Audit committee,
the Nomination and Remuneration committee, the
Corporate Social Responsibility committee, the
Stakeholder''s Relationship committee and Risk
Management Committee.

The details with respect to the composition, powers,
roles, terms of reference, Meetings held, and
attendance of the Directors at such Meetings of the
relevant Committees are given in detail in the Report
on Corporate Governance of the Company which forms
part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies
Act 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company
has established the Corporate Social Responsibility
Committee (CSR Committee) in the year 2022, and the
composition and function thereof are mentioned in the
Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and
recommended by the CSR Committee, and the same
is available on the website of the Company at https://
surajestate.com/Investor corner/.

The detailed information report on the CSR policy and
the CSR projects undertaken during the Financial Year

2024-25 is given in the Annexure II- ‘Annual Report on
CSR Activities''.

25. 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 explanations relating
to material departures, wherever applicable;

(b) such accounting policies have been selected
and applied consistently and the Directors made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31 ^st
March, 2025 and of the profits 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

26. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES

I n compliance with the provisions of Section 177(9)
of the Companies Act, 2013, the Board of Directors of
the Company has framed the "Whistle Blower Policy"
as the vigil mechanism for Directors and employees of
the Company. The Whistle Blower Policy is disclosed
on the website of Company at https://surajestate.com/
Investor corner/.

27. FRAUD REPORTING

During the year under review, no instances of fraud
were reported by the Auditors of the Company.

28. RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place
a Risk Management Policy which aims at enhancing
shareholders’ value and providing an optimum risk-
reward tradeoff. The risk management approach is
based on a clear understanding of the variety of risks
that the organisation faces, disciplined risk monitoring
and measurement and continuous risk assessment
and mitigation measures The Risk Management Policy
is disclosed on the website of Company at https://
surajestate.com/Investor corner/.

29. ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD

The Nomination and Remuneration Committee of
the Board has formulated a Performance Evaluation
Framework, 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. The details of the performance evaluation
of Directors, Committee, and Board are given in the
Report on Corporate Governance of the Company,
which forms part of this Annual Report.

30. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosure with respect to the remuneration of
Directors and employees as required under Section
197 of the Companies Act and Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has been provided

in Annexure III & Annexure IV attached herewith and
forms part of this Annual Report.

31. PAYMENT OF REMUNERATION/COMMISSION
TO EXECUTIVE DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES

Neither of the Managing Director nor the Whole Time
Director of the Company is in receipt of remuneration/
commission from any subsidiary company of the
Company. The Company has no holding company.

32. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as
under

(a) Observation of Statutory Auditors on Financial
Statements for the year ended March 31,

2025

The auditor’s report does not contain any
qualification, reservation or adverse remark or
disclaimer or modified opinion.

Statutory Auditors'' appointment

The members of the Company at the 37^th Annual
General Meeting held on September 25, 2023
appointed M/s SKLR & Co. LLP, Chartered
Accountants (Firm registration No. W100362) as
the Statutory Auditors of the Company to hold
office for the first term of 5 consecutive years i.e.
from the conclusion of the 37^th Annual General
Meeting till the conclusion of the 42^nd Annual
General Meeting to be held in the year 2028.

(b) Secretarial Audit Report for the year ended 31^st March, 2025

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing
Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by M/s. Rathi & Associates
Company Secretaries, in Annexure V - ‘Form MR-3'' forms part to this Annual report. Following observations have
been made by Secretarial Auditor.

Sr no	Observations by Secretarial Auditor	Response of Management
1	During the period from December 03, 2024 to January 07, 2025, the Board of Directors of the Company consisted of 5 (Five) Directors consequent to the resignation of Mr. Mrutyunjay Mahapatra, Independent Director with effect from December 03, 2024	The Company appointed 3 (Three) Directors namely Mr. Jitendra Shantilal Mehta and Mr. Vinod Prabhudas Chithore as Independent Directors and Mrs. Elizabeth Lavanya Rajan Thomas as a Non-Executive Director within stipulated time with effect from January 08, 2025
2	The Company did not annex to the Director''s Report, the copies of Secretarial Audit Report in Form MR-3 for its material subsidiaries namely Skyline Realty Private Limited and Accord Estates Private Limited in the Annual Report for the Financial Year 2023-24	The said ommission occurred due to inadvertence

Sr no	Observations by Secretarial Auditor	Response of Management
3	Delay of 1 day in submission of disclosure of related party transactions with stock exchanges pursuant to Regulation 23(9) of SEBI (LODR) Regulations. The Board Meeting of the Company for approval of quarterly and yearly Audited Financial Results was held on May 07, 2024. However, the disclosure of related party transactions was submitted on May 08, 2024	The said ommission occurred due to inadvertence

Except above observations the said report does not contain any adverse observation or qualification or modified
opinion.

(c) Appointment of Secretarial Auditor

In compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Companies
Act, 2013 read with rules thereto, the Board of
Directors has recommended appointment of M/s.
Rathi & Associates, Company Secretaries, as the
Secretarial Auditors for a term of 5 consecutive
years i.e. from FY 2026 till FY 2030, subject to
the approval of the members of the Company. A
resolution to this effect is included in the notice of
the ensuing Annual General Meeting, which may
kindly be referred for more details.

(d) Cost Auditors

I n respect of FY 2025, your Company is required
to maintain cost records as specified by the
Central Government under Section 148(1) of
the Companies Act, 2013 for the Construction
industry, and accordingly such accounts and
records are made and maintained by your
Company. The said cost accounts and records
are also required to be audited pursuant to the
provisions of Section 148 of the Companies Act,
2013, read with notifications/circulars issued
by the Ministry of Corporate Affairs from time to
time, and accordingly as per the recommendation
of the Audit Committee, the Board of Directors
has appointed Mr. Ankit Kishor Chande, Cost
Accountants, (Membership No: 34051) as the
Cost Auditor of the Company for FY 2025.

I n respect of FY 2026, the Board based on the
recommendation of the Audit Committee has
approved the reappointment of Mr. Ankit kishor
Chande, Cost Accountants, as the cost auditors of
the Company. The resolution for ratification of the
remuneration to be paid for the said appointment
for FY 2025-26 is included in the notice of the
ensuing Annual General Meeting

33. OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are furnished as under

A. Annual Return

Pursuant to the provisions of Section 134(3)(a)
of the Companies Act, 2013, the Annual Return
for the financial year ended 31^st March, 2025
is available on the website of the Company at
https://surajestate.com/Investor corner/.

B. Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated by/pending
against the Company under the Insolvency and
Bankruptcy Code, 2016.

C. 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 were
no instances of one-time settlement with any
bank or financial institution.

D. Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, are not
applicable to your Company. However, your
Company has been taking steps at all times for
the conservation of energy

Foreign Exchange Earnings -Nil

Foreign Exchange Outgo - Nil

E. Compliance with Secretarial Standards

The Company is in compliance with the mandatory
Secretarial Standards.

F. Service of documents through electronic means

Subject to the applicable provisions of the
Companies Act, 2013, and applicable law, all
documents, including the Notice and Annual
Report, shall be sent through electronic
transmission in respect of members whose email
IDs are registered in their demat account or are
otherwise provided by the members. A member
shall be entitled to request for physical copy of any
such documents.

G. Internal Complaint Committee

The Company has complied with the provisions
relating to the constitution of the Internal
Complaint Committee ("ICC") as required under
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company is strongly opposed to sexual
harassment, and employees are made aware
of the consequences of such acts and of the
constitution of ICC.

Sr.	Particulars	No. of
No.		Complaints
1	Number of complaints of sexual harassment received in the year	0
2	Number of complaints disposed off during the year;	0
3	Number of cases pending for more than ninety days	0

During the year under review, no complaint was
filed with the ICC under the provisions of the said
Act. There were no complaints outstanding as on
31^st March, 2025.

H. Corporate Governance

The Corporate Governance report pursuant to
regulation 34 of the Listing Regulations for the
year under review and a certificate from M/s Rathi
& Associates., Practicing Company Secretary, our
secretarial auditor, confirming compliance with
conditions of Corporate Governance is annexed as
Annexure VI to this Annual Report and Annexure
4 to Corporate Governance Report.

I. 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.

J. Business Responsibility and Sustainability
Reporting

The Business Responsibility and Sustainability
Reporting pursuant to Regulation 34(2)(f) of

the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI
circulars issued from time to time, for the financial
year ended 31^st March, 2025 is not applicable to
the Company. However as per Average Market
capitalisation as on 31^st December, 2024 published
by Stock Exchange the Company has been ranked
at 932, Accordingly, Business Responsibility and
Sustainability Reporting for the Financial year
2025-26, will be prepared and form part of the
Annual Report for 2025-26.

K. Dividend Distribution Policy

I n compliance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution
Policy formulated by the Company is available on
the website of the Company at https://surajestate.
com/Investor corner/.

L. Compliance of the provisions relating to the
Maternity Benefit Act, 1961:

The Company is in compliance with respect to the
provisions relating to Maternity Benefit Act, 1961.

34. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the
employees, customers, suppliers, bankers, business
partners/associates, financial institutions and various
regulatory authorities for their consistent support/
encouragement to the Company.

For and on behalf of the Board of Directors

Rajan Meenathakonil Thomas Rahul Rajan Jesu Thomas

Chairman & Managing Director Whole Time Director

DIN: 00634576 DIN: 00318419

Date: September 03, 2025

Place: Mumbai

Registered Office

Suraj Estate Developers Limited

301,3^rd Floor, Aman Chambers, Veer Savarkar Marg, Opp.

Bengal Chemicals, Prabhadevi, Mumbai-400025

CIN: L99999MH1986PLC040873

Telephone No.: 91 22 24377877

Mail: [email protected]

Website: www.surajestate.com

---

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Company’s performance during the financial year ended 31^st March, 2024 as compared to the previous financial year is summarised below:

('' in Mn)

PARTICULARS	CONSOLIDATED		STANDALONE
	2023-24¦	2022-2023	2023-24	2022-23
Revenue from operations	4,122.14	3,057.44	3,707.95	2460.13
Other income	34.90	21.46	160.56	11.14
Total revenue	4,157.04	3,078.90	3,868.51	2,471.27
Expenses	3,218.35	2,646.78	2,882.87	1,960.35
Profit before tax	938.69	432.12	985.63	510.92
Tax expenses	263.78	111.48	271.83	131.31
Profit after tax	674.88	320.64	713.80	379.61
Other comprehensive income / (loss)	(1.43)	0.69	(0.48)	0.53
Total comprehensive income for the year	673.45	321.33	713.32	380.15
Basic and diluted earnings per share	19.39	10.13	20.29	11.42

STATE OF AFFAIRS OF THE COMPANY Project launched

The Company has implemented a comprehensive project development strategy, focusing on both residential and commercial segments. This approach provides reasonable assurance regarding the quality and timely delivery of our developments. During the year under review, several high-profile projects were launched, driven through various policies and procedures. These projects, including Louisandra and Ave Maria in Dadar West, demonstrate the Company’s commitment to excellence and are progressing as per established timelines and quality standards.

IPO

The Company successfully completed its Initial Public Offering (IPO) in 2023, raising '' 400 crores, which was subsequently listed on both BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). This process was conducted with adequate internal controls and processes in place, providing reasonable assurance regarding the reliability of the financial statements and reporting related to the IPO. The allocation and utilization of IPO proceeds have been strategically managed through various policies and procedures, ensuring optimal use for debt repayment, ongoing project financing, and future developments. During the year under review, the financial controls related to IPO fund management were reviewed with a view to affirm the robustness of our financial systems and processes.

Financial Performance:

Consolidated Financials

During the year under review, your Company’s consolidated total revenue stood at '' 4,157.04 Million as compared to '' 3,078.90 Million for the previous year, representing an increase of 35.02%; Profit before tax stood at '' 938.69 Million for the year under review as compared to '' 432.12 Million for the previous year representing an increase of 117.23%; and the total comprehensive income stood at '' 673.45 Million as compared to '' 321.33 Million for the previous year representing an increase 109.59%.

Standalone Financials

During the year under review, the total revenue stood at '' 3,868.51 Million as compared to '' 2,471.27 Million for the previous year representing an increase of 56.54%; profit before tax stood at '' 985.63 Million for the year under review as compared to '' 510.92 Million for the previous year representing an increase of 92.91%; and the total comprehensive income stood at '' 713.32 Million as compared to '' 380.15 Million for the previous year representing an increase of 87.65%.

The detailed analysis on the state of affairs, operations of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March, 2024, the Company had 4 wholly owned subsidiaries. A statement containing the salient features of financial statements and details of performance of the Company’s subsidiaries is given in Annexure I -''Form AOC-1''.

No Company became subsidiary, associate or joint venture during the year under review.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate development. The Company develops residential and commercial infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

SHARE CAPITAL

During the year under review, there was no change in the authorised capital of your Company. The authorised equity share capital of your Company is '' 300 Mn comprises of 6,00,00,000 equity shares of '' 5 each per share

The Company raised '' 4,000 Mn through Initial Public offerings (IPO) of Equity shares of the Company by issuance of 1,11,11,111 Fresh Equity shares of Face value of '' 5/- each per share at a premium '' 355/- per share. Pursuant to this allotment, the paid up share capital of the Company was increased from '' 166.25 Mn consisting of 33,25,000 Equity shares of '' 5/- each per share to '' 221.81 Mn consisting of 4,43,61,111 Equity shares of '' 5/- each per share.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during 2023-24.

DIVIDEND

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, your Directors are pleased to recommend final dividend @ 20% i.e. '' 1/- per Equity share of face value of '' 5/- each of the Company for the FY 2023-24, subject to approval of the members at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid to the shareholders holding equity shares on the record date to be determined by the Company.

The dividend distribution policy is available on the website of the Company at https://surajestate.com/investor-corner/.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

DISCLOSURE WITH RESPECT TO MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of the financial year of the Company and date of this report which could affect the Company’s financial position.

ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the financial statements and financial reporting and also functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, the review of Internal Financial Controls was done, and the report was placed before the Audit Committee. As per the report the Controls are effective and there are no major concerns. The internal financial controls are adequate and operating effectively to ensure orderly and efficient conduct of business operations.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the related party transactions falling under the provisions of Section 188 of the Companies Act, 2013 which the Company has entered into with related parties, were in the ordinary course of business and on arm’s length basis. Details of all the related party transactions were placed before the Audit Committee for consideration and approval. As per the recommendation of the Audit Committee, the details of related party transactions were presented to the Board of Directors specifying the nature, value and terms and conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The related party transactions policy is available on the website of the Company at https://www.surajestate.com/investor-corner/. Since the related party transactions entered into by the Company were in the ordinary course of business and on arm’s length basis, Form AOC- 2 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on 31^s* March, 2024.

NON-CONVERTIBLE DEBENTURES

In 2023-24 your Company raised an aggregate amount of '' 600 Mn by way of issue of 6,00,00,000 unlisted, secured, rated, redeemable, non-convertible debentures (NCDs) of face value of '' 10/- each on private placement basis, and the entire Issue proceeds were utilised towards the objects of the Issue in 2023-24. During the year under review, your Company has redeemed NCDs aggregating to '' 199.29 Mn. Consequent to the said redemption, non-convertible debentures of '' 1043.57 Mn are outstanding as on 31^s* March, 2024.

IDBI Trusteeship Services Limited is the debenture trustee for the above non-convertible debentures issued by the Company. Their contact details are given under the Corporate Governance Section of the Annual Report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review, your Company has not introduced or implemented any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. With regard to the composition of the Board of Directors as on 31^st March, 2024, the Board of your Company comprised of Six Directors with Two Executive Directors, One Non-Executive Director and Three Independent Directors. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

Details of the Directors are as follows:

Category	Name of Director
Executive Director	Mr. Rajan Meenathakonil Thomas, Chairman & Managing Director Mr. Rahul Rajan Jesu Thomas, Whole Time Director
Non-Executive	Mr. Mrutyunjay Mahapatra
Independent	Mr. Satyendra Shridhar Nayak
Directors	Mr. Sunil Pant
Non-Executive Non Independent Woman Director	Mrs. Sujatha R Thomas

A. Change in Composition of the Board of Directors

During the year under review, there was no changes on the Board of Directors (''Board’) except as mentioned below;

i. Directors retiring by rotation at the 37^th Annual

General Meeting held on 25^th September, 2023: Mr. Rahul Rajan Jesu Thomas, Whole Time Director (DIN 00318419) retired by rotation at the 37^th Annual General Meeting in compliance with the provisions of Section 152 of the Companies Act, 2013 and was reappointed.

Mr. Rajan Meenathakonil Thomas, Chairman & Managing Director (DIN: 00634576) is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment.

ii. Cessations

During the year under review, there were no cessation, retirement or resignation of Directors from the Board.

B. Change in the composition of the Board of Directors after the end of the financial year and up to the date of this Report

There were no changes in the composition of the Board of Directors after the end of the financial year and up to the date of this Report.

. Key Managerial Persons

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Section 2(51) of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Rajan Meenathakonil	Chairman and Managing
Thomas	Director
Mr. Rahul Rajan Jesu Thomas	Whole Time Director
Mr. Shreepal Shah	Chief Financial Officer
Mr. Shivil Kapoor	Company Secretary and Compliance Officer

III. Woman Director

I n terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing Regulations, the Company is required to have at least one-woman director on the Board.

The Company has Mrs. Sujatha R Thomas (DIN: 02492141) as Non-Executive and Non Independent Woman Director on the Board.

IV. Declaration by Independent Directors and statement on compliance with the code of conduct

The Company has received necessary declarations with respect to independence from the Independent Directors in compliance with Section 149 (7) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors as prescribed under Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee has formulated the Nomination and Remuneration

Policy which sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178(3) of the Act and Listing Regulations. The Nomination and Remuneration Policy of the Company as approved and adopted by the Board is available on the website of the Company at: https://surajestate. com/Investor corner/

The policy is in compliance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) regulations. The policy covers the following:

1. Objectives, composition and responsibilities of the Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and removal of directors/KMP and senior management

3. Fit and proper criteria to determine the suitability of the person for appointment / continuing to hold appointment as a Director on the Board of the Company.

4. Criteria for independence - for directors to be appointed as independent directors on board of the Company.

5. Criteria to be considered while appointing KMP, senior management personnel

6. Removal of a director, KMP or senior management

7. Remuneration of directors, key managerial personnel and senior management

8. Evaluation of performance of the Directors and the overall Board broadly on the basis of the laid-out criteria.

9. Criteria for review of the policy due to change in regulations or as may be felt appropriate by the Committee subject to the approval of the Board of Directors.

BOARD MEETINGS

During the Financial Year 2023-24, Ten (10) meetings of the Board of Directors were held i.e. on 1^st May, 2023, 26^th May, 2023, 11^th July, 2023, 18^th July, 2023, 18^th September, 2023, 22^nd November, 2023, 6^th December, 2023, 22^nd December, 2023, 15^th January, 2024 and 12^th February, 2024.

The requisite quorum was present at all the meetings. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations.

The Company provides all the Board Members with the facility to participate in the meetings of Board and its committee through Video Conferencing or Other Audio Visual Means. The details of the meetings have been enclosed in the Corporate Governance Report, which forms part of the annual report.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 12^th December, 2023, and the Directors reviewed the matters enumerated under Schedule IV to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the said meeting.

COMMITTEES OF BOARD

The Company has various committees which have been constituted as part of good corporate governance practices and the same follow the requirements of the relevant provisions of applicable laws and statutes. The committees of the Board are the Audit Committee, the Nomination and Remuneration Committee, the Management Committee, the Corporate Social Responsibility Committee, the Stakeholder''s Relationship Committee and the IPO Committee. The details with respect to the composition, powers, roles, terms of reference, meetings held, and attendance of the Directors at such meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rule6,s 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee) in the year 2015 and the composition and function thereof are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and recommended by the CSR Committee, and the same is available on the website of the Company at: https:// surajestate.com/investor corner/

The detailed information report on the CSR Policy and the CSR projects undertaken during the Financial Year 202324 is given in the Annexure II- ''Annual Report on CSR activities''.

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, 2024, 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 explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profits 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

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every committee, and the Board as a whole shall be evaluated. During the year under review, the said evaluation had been carried out.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure III & Annexure IV attached herewith and forms part of this Annual Report.

PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

Neither the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under

Observations of Statutory Auditors on Financial Statements for the year ended 31^st March, 2024

The auditor’s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Secretarial Audit Report for the year ended 31^st March, 2024

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2023-24 carried out by M/s Sharma & Trivedi LLP Company Secretaries, (LLPIN - AAW6850), as given in Annexure V - ''Form MR-3'' forms part to this Annual report. The said report does not contain any adverse observation or qualification or modified opinion.

Statutory Auditors'' appointment

The members of the Company at the 37^th Annual General Meeting held on 25^th September, 2023 appointed M/s SKLR & Co. LLP, Chartered Accountants (Firm Registration No. W100362) as the Statutory Auditors of the Company to hold office for the first term of 5 consecutive years i.e. from the conclusion of the 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting to be held in the year 2028.

Cost Auditors

In respect of FY 2023-24, your Company is required to maintain cost records under Section 148(1) of the Companies Act, 2013, and accordingly such records are maintained by your Company. The said cost accounts and records are required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors had appointed Mr. Ankit Kishor Chande, Cost Accountant, (Membership No: 34051) as the Cost Auditor of the Company for FY 2023-24.

In respect of FY 2024-25, the Board based on the recommendation of the Audit Committee, has approved the appointment of Mr. Ankit kishor Chande, Cost Accountants, as the cost auditors of the Company. The resolution for ratification of the Cost Auditor’s remuneration to be paid for FY 2024-25 is included in the notice of the ensuing Annual General Meeting

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2024 is available on the website of the Company at https://www.surajestate.com, under the section ''Investor Corner’.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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 were no instances of one-time settlement with any bank or financial institution.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company. However, your Company has been taking steps at all times for the conservation of energy

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Nil Foreign Exchange Outgo - '' 3.6 Million Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, and other applicable laws, all documents including the Notice of 38^th Annual General Meeting and Annual Report for Financial Year 2023-24 shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Internal Complaint Committee

The Company has complied with the provisions relating to

the constitution of Internal Complaint Committee ("ICC") as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

During the year under review, no complaint was filed with the ICC under the provisions of the said Act. There were no complaints outstanding as on 31^st March, 2024.

Corporate Governance

The Corporate Governance report pursuant to regulation 34 of the Listing Regulations for the year under review and a certificate from M/s Sharma & Trivedi LLP, Practicing Company Secretary, our secretarial auditor, confirming compliance with conditions of Corporate Governance is annexed as Annexure VI and Annexure VII to this 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 Reporting

The Business Responsibility and Sustainability Reporting pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, for the financial year ended 31^st March, 2024 is not applicable to the Company.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

For and on behalf of the Board of Directors Rajan Meenathakonil Thomas

Date: 1^st August, 2024 Chairman & Managing Director

Place: Mumbai DIN: 00634576

Registered Office

Suraj Estate Developers Limited

301,3^rd Floor, Aman Chambers, Veer Savarkar Marg, Opp.

Bengal Chemicals, Prabhadevi, Mumbai-400025 CIN: U99999MH1986PLC040873 Telephone No.: 91 22 24377877

Mail: [email protected] Website: www.surajestate.com