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To

The Members,

Suraj Estate Developers Limited

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: ( in Mn)

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

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

d) Woman Director

In 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 Officer 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

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 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, The Company appointed 3 (Three) Directors
2025, the Board of Directors of the Company consisted namely Mr. Jitendra Shantilal Mehta and Mr. Vinod
of 5 (Five) Directors consequent to the resignation of Mr. Prabhudas Chithore as Independent Directors
Mrutyunjay Mahapatra, Independent Director with effect and Mrs. Elizabeth Lavanya Rajan Thomas as
from December 03, 2024 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 said ommission occurred due to inadvertence
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
Sr no Observations by Secretarial Auditor Response of Management
3 Delay of 1 day in submission of disclosure of related The said ommission occurred due to inadvertence
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

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

In 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.

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

During the year under review, no complaint was filed with the ICC under the provisions of the

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

In 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: July 25, 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: CS@surajestate.com
Website: www.surajestate.com