Suraj Estate Developers Ltd

To

The Members,

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.

The Company's performance during the financial year ended 31st March, 2024 as compared to the previous financial year is summarised below: ( in Mn)

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.

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.

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%.

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 985.63 Million for the year before 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.

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.

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.

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.

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

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of cial year under review, the related party 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/.

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.

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.

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.

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.

During the 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.

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

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^st 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.

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.

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.

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

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.

I. With r egard 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. Det ails of the Directors are as follows:

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.

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.

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:

In 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.

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.

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 Officer 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.

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.

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 CorporateSocialResponsibilityCommittee,theStakeholder'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.

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 2023-24 is given in the Annexure II ‘Annual Report on CSR activities'.

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 th e preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable; (b) suchaccountingpolicieshavebeenselectedandapplied 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) pr oper and sufficientcare 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) inte rnal 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) pr oper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

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.

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

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 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.

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.

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.

The matters related to Auditors and their Reports are as under

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

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.

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.

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

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'.

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

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

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 - Nil Foreign Exchange Outgo – 3.6 Million

The Company is in compliance with the mandatory Secretarial Standards.

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.

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.

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.

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

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 financialyear ended 31 ^st March, 2024 is not applicable to the Company.

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.

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.