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You can view full text of the latest Director's Report for the company.

BSE: 543218ISIN: INE05ST01028INDUSTRY: Construction, Contracting & Engineering

BSE   ` 18.50   Open: 22.77   Today's Range 18.41
22.77
-3.77 ( -20.38 %) Prev Close: 22.27 52 Week Range 18.41
49.19
Year End :2025-03 

Your Director's are pleased to present the 18th Annual Report
on the Business and Operations of the Company, along with
the Audited Financial Statements (Standalone & Consolidated)
for the Financial Year ended as on March 31, 2025. The Annual
Report of the Company is also accessible from the website of the
Company www.suratwwala.co.in

1. CORPORATE OVERVIEW:

The Company has its corporate headquarters at Pune and
mainly operates in the Construction & Development in the
Real Estate & Infrastructure Segment.

The Company has its securities Listed on the National Stock
Exchange of India Limited and Bombay Stock exchange
Limited.

2. FINANCIAL RESULTS:

The Company's Financial Performance for the year ended 31st March, 2025 is summarized below:

Particulars

Stand

alone

Consolidated

1

FY 2024-251

FY 2023-241

FY 2024-25

FY 2023-24

Revenue from Operations

3224.01

7197.72

3562.81

7201.22

Operating Profit/(Loss) before Interest, Deprecia¬
tion, Amortization and Taxes (EBITDA)

1519.52

3908.57

1586.30

3915.97

Depreciation and Amortization

36.56

31.89

44.33

36.85

Interest and finance charges

12.99

113.39

13.00

113.40

Other Income

191.49

63.09

169.43

60.16

Profit/(Loss) Before Tax (PBT)

1469.97

3763.29

1528.97

3765.72

Tax Expenses

396.48

982.34

425.36

986.32

Profit/(Loss) After Tax (PAT)

1073.49

2780.95

1103.61

2779.40

Exceptional Items

0

0

0

0

Add: Other Comprehensive Income

(12.29)

(20.66)

(12.29)

(20.67)

Profit/(Loss) after other Comprehensive Income

1061.20

2760.29

1091.33

2758.73

Earnings Per Share (in ')

0.62

1.60

0.64

1.60

3. STATEMENT OF COMPANY AFFAIRS AND
OPERATIONAL PERFORMANCE:

Overview:

Your Company stands as one of Pune's most prominent and
promising listed real estate Companies. Over the years, the
Company has consistently delivered on its commitment
to fulfilling customer needs by embracing innovation,
leveraging advanced technology, adopting eco-friendly
construction practices, and building a team of highly skilled
professionals dedicated to excellence.

Despite facing global economic challenges, market
uncertainties, and sector-wide volatility, the Company has
demonstrated resilience and agility.Your company continues
to maintain sustainable growth while creating long-term
value for its Stakeholders. This consistent performance
reflects our robust business model, prudent management
strategies, and unwavering focus on operational excellence.

A key driver of our growth has been our strategic focus
on the commercial real estate sector. We have a successful
portfolio across a diverse range of property types including
offices, showrooms, retail shops, and restaurants, thereby
meeting the evolving needs of modern businesses. This

diversification not only strengthens our market position but
also enhances the stability of our revenue streams.

Your Company remains steadfast in upholding the core
values of quality, transparency, and timely delivery—
principles that have earned us the trust and loyalty of our
customers and stakeholders alike.

Looking ahead, we are committed to further leveraging our
deep market expertise, expanding our loyal customer base,
and embracing technological advancements to navigate
market dynamics, mitigate risks, and seize emerging
opportunities in the real estate landscape. With a clear vision
and a forward-looking approach, we are well-positioned
to continue the journey of excellence and growth in the
dynamic real estate sector of Pune and beyond.

Standalone Performance:

During the year under review your Company has reported
a Revenue of '3415.49 Lakhs as compared to an amount of
'7260.81 Lakhs earned in the previous Financial Year.

The Company has recorded a Gross Profit before tax (PBT)
of '1469.98 Lakhs as compared to '3765.72 Lakhs in the
previous Financial Year and the Profit After Tax (PAT) of

'1073.49 Lakhs for the Financial Year as compared to
'2780.95 Lakhs earned in the previous financial year.

Consolidated Performance:

During the Year under review your Company has reported
the Consolidated revenue '3732.24 Lakhs as compared to
'7261.38 Lakhs in the previous financial year.

The Company has recorded Profit before tax (PBT) of
'1528.97 Lakhs as compared to a Profit before tax of
'3,765.72 Lakhs in the previous Financial Year. Similarly, the
Profit after Tax amounted to '1103.61 Lakhs for the Financial
Year under review as compared to '2,779.39 Lakhs earned in
the previous Financial Year.

There were no material changes and commitments affecting
the Financial Position of the Company, between the end of
the financial year and the date of the report.

4. DIVIDEND:

The Board of Directors are pleased to recommend a final
dividend of Rs.0.10/- (10%) per equity share of the face value
of Rs. 1/- each for the Financial year 2024-25 which will be
paid subject to the approval of shareholders in the ensuing
Annual General Meeting ('AGM').

The Board has recommended the dividend based on the
parameters laid down in the Dividend Distribution Policy
and dividend will be paid out of the profits of the Company.

The said dividend, if approved by the Members at the ensuing
AGM will be paid to those Members whose name appears
on the Register of Members (including Beneficial Owners) of
the Company as on the record date i.e. September 12, 2025.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members with effect from 1st
April, 2020 and the Company is required to deduct tax at
source from dividend paid to the Members at prescribed
rates as per the Income Tax Act, 1961. The Detailed Notes
relating to Dividend are also mentioned in the Annual
General Meeting Notice.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations'),
the Board of the Company had formulated a Dividend
Distribution Policy. The Dividend Distribution Policy of the
Company is available on the website of the Company at
www.suratwwala.co.in

5. TRANSFER TO RESERVES:

During the period under review the Company has not
transferred any amount to the Reserves.

6. LISTING INFORMATION, CURRENT UPDATES AND
SHARE CAPITAL:

A. The Equity Shares of your Company are Listed on the
following Stock Exchanges under the ISIN:

Stock

Exchange

Bombay Stock
Exchange
(Date of Migration:
February 20,2023)

National Stock
Exchange
(Date of Listing:
February 20, 2023)

Platform

Main Board

Main Board

Symbol

SBGLP

SBGLP

ISIN

INE05ST01028

INE05ST01028

Scrip Code

543218

NA

The Authorised share capital of the Company as on
March 31, 2025 is '25,00,00,000/- (Rupees Twenty-Five
Crores Only) divided into face value of '1/- each, the Paid-
up Share capital of the Company as on March 31, 2025
is '17,34,16,440/- (Rupees Seventeen crores Thirty-Four
Lakhs Sixteen Thousand Four Hundred and Forty Only/-).

B. In anticipation of the Future Business plans and
to capitalise on new business opportunities, your
Company had approached the members for seeking
approval by means of Postal Ballot to further increase
the borrowing limits prescribed under Section 180 of
the Companies Act 2013.

The Company had obtained approval for an amount
not exceeding '250 Crores (Rupees Two Hundred &
Fifty Crores Only) and/or equivalent thereto in any
foreign currency either by way of term loan, external
commercial borrowing, issue of debentures/ bonds, etc.
together with interest at respective agreed rates, and
all other monies payable in terms of loan agreements
or any other document entered into to be entered into
between the Company and the lenders in respect of such
loans/borrowings including borrowings from overseas
and containing such specific terms and conditions and
covenants in respect of enforcement of security as may
be stipulated in that behalf and agreed to between
the Board of Directors or Committee thereof and the
Lender(s)."The details of the Postal Ballot are as follows: -

Table 1: Postal Ballot Details for increase in the
Borrowing Limits:

Sr. No

Description

Particulars

1.

Date of Sending Notice

May 21,2024

2.

Cut-off Date

May 17, 2024

3.

E-Voting Start Date

May 22, 2024

4

E-Voting end Date

June 20, 2024

The Complete details regarding the Increase in the
borrowing Limits are also accessible on the company's
website www.suratwwala.co.in

During the year under review, the Company has not
issued shares or convertible securities or shares with
differential voting rights nor has granted any stock
options or sweat equity or warrants.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE
PROSPECTS:

Your Company is committed in providing modern and
innovative real estate solutions and has earned recognition
for delivering comprehensive, value-driven services across
a wide range of world-class infrastructural projects. With a
diverse portfolio that encompasses both commercial and
residential developments, the Company continues to meet
the dynamic needs of the real estate market.

During the year under review the Company has focused on
the below segments:

A. Construction and Development of Commercial Offices
& Showrooms, Restaurants and Residential Projects

B. Maintenance of properties developed by the Company

C. Providing the space on rent such as renting for mobile
tower, hoardings and banners on building or renting of
the unsold space for short durations.

The Board of Directors remains focused on identifying and
capitalizing on new growth opportunities, strengthening
the sales pipeline, and enhancing branding and marketing
strategies. With a clear emphasis on customer satisfaction
and quality, the Company is consistently working towards
delivering premium real estate experiences that align with
the evolving aspirations and lifestyles of modern buyers.

Following is the list of projects currently under
development:

Sr.

No

Name of the Project

Location

Nature

1.

Mark Plazzo - Building-C

Hinjewadi, Pune

Commercial

2.

Mark Plazzo- Building-D

Hinjewadi, Pune

Commercial

3.

Mark Plazzo- Building-E

Hinjewadi, Pune

Commercial

4.

O2 The Oxygen Spring

Mulshi, Pune

Residential-

Villas

8. NATURE OF BUSINESS:

The Company has actively continued to be engaged in the
business of Real Estate sector. During the year under review
the Company has been consistent and there has been no
change in the nature of Business operations of the Company.

9. DEPOSITS:

During the year under review the Company has not
accepted any deposits under the provisions of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance
of Deposit) Rules, 2014 as amended from time to time.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under
Regulation 34(2)(e) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this report and

is annexed as "Annexure-I". It gives details of the overall
industry structure, economic developments, performance
and state of affairs of your Company's, and their adequacy,
risk management systems and other material developments
during the Financial Year 2024-25.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises an optimum
combination of Executive and Non-Executive Directors,
including Independent Directors in accordance with of
Section 149 of the Companies Act 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure Regulations)
2015.

Based upon the declarations received from the Independent
Directors, the Board of Directors has confirmed that they
meet the criteria of independence as mentioned under
Regulation16(1)(b) of the Listing Regulations and that they
are independent of the management.

Name of the Director

Designation

Effective Date
of Appointment
on Board

Mr. Jatin Dhansukhlal

Suratwala

(DIN:01980329)

Chairman and
Managing Director

January 01,
2008

Mr. Manoj
Dhansukhlal
Suratwala
(DIN:01980434)

Whole-Time

Director

January 01,
2008

Ms. Hemaben
Pankajkumar
Sukhadia
(DIN:01980774)

Non-Executive

Director

January 01,
2008

Mr. Pramod Jain
(DIN:07009115)

Non-Executive

Independent

Director

November 30,
2019

Mr. Shailesh Satish
Kasegaonkar
(DIN:07369961)

Non-Executive

Independent

Director

July 19, 2022

Ms. Dimple Sanghvi
(DIN: 08626088)

Non-Executive

Independent

Director

November 30,
2019

Changes in composition of Key Managerial
Personnel:

During the year under review there was change in the
Company Secretary and Compliance Officer of the
Company. Mrs. Prathama Gandhi resigned from the position
of Company Secretary and Compliance Officer on August
16, 2024.

The Company in its Board Meeting held on August 10, 2024
appointed Ms. Pooja Thorave as the Company Secretary
and Compliance Officer of the Company. The required
disclosures concerning appointments and resignations
were duly submitted to the Stock exchanges and ROC.

During the year under review & year to date, there was
change in the Chief Financial Officer of the Company. Mr.
Deepak Kalera resigned from the position of Chief Financial
Officer w.e.f April 04, 2025 close of business hours.

The Company at its Board Meeting held on April 04, 2025
appointed Mr. Manish Kasliwal as the Chief Financial Officer
of the Company. The required disclosures concerning
appointments and resignations were duly submitted to the
Stock exchanges and ROC

Retirement by Rotation:

Pursuant to Section 149, and 152 and other applicable
provisions of the Companies Act 2013 of the Act 1/3rd of the
Directors are liable to retire by rotation and if eligible offer
themselves for re-appointment.

In the Ensuing, Annual General Meeting Mr. Jatin Dhansukhlal
Suratwala, Director (DIN: 01980329) of the Company, is
liable to retire by rotation being eligible, offers himself for
re-appointment. A Profile of Jatin Dhansukhlal Suratwala,
Executive Director, as required by Regulation 36(3) of the
LODR is given in the Notice convening the forthcoming AGM.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies
Act, 2013 read with the applicable rules and other applicable
provisions of the Companies Act, 2013, the designated
Managerial Personnel and Key Managerial Personnel (KMP
of the Company as on 31st March, 2025 are as follows:

Name of the MP/KMP

Designation

Effective Date
of Appointment
in the Current
Designation

Mr. Jatin Dhansukhlal

Suratwala

(DIN: 01980329)

Chairman and
Managing Director

January 31,2008

Mr. Manoj Dhansukhlal

Suratwala

(DIN: 01980434)

Whole-Time

Director

January 31,2008

Mr. Deepak Shamlal
Kalera

(Resigned w.e.f. April
04, 2025)

Chief Financial
Officer

October 05, 2023

Ms. Pooja Thorve

Company Secretary
and Compliance
Officer

August 16, 2024

Mr. Manish Kasliwal

Chief Financial
Officer

April 05, 2025

12. Declaration by Independent Directors and
Statement on Compliance of Code of Conduct

Your Company has received necessary declarations from all
its Independent Directors stating that they meet the criteria
of independence as provided in Sub-section (6) of Section
149 of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence. The Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule

6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

All the Directors and Senior Management Personnel have
also complied with the Code of Conduct of the Company
as required under SEBI Listing Regulations for its Directors
and Senior Management. The Independent Directors
have complied with the code for Independent Directors
prescribed in Schedule IV to the Act

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the
conditions specified in the Act as well as the Rules made
thereunder and are independent of the Management.

13. Declaration by the Company regarding
Disqualification of Directors

None of the Directors of the Company are disqualified from
being appointed as Directors as specified in Section 164(2)
of the Act read with Rule 14 of Companies (Appointment
and Qualifications of Directors) Rules, 2014 and certificate
for the same from the Practicing Company Secretary is
attached as
"Annexure - II".

14. MANAGING DIRECTOR/DIRECTOR AND CHIEF
FINANCIAL OFFICER (CFO) CERTIFICATE:

In terms of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, the certificate, as
prescribed in Part B of Schedule II of the said Regulations,
has been obtained from Managing Director & Chief
Financial Officer, for the Financial Year 2024-25 with regard
to the Financial Statements and other matters. The said
Certificate forms part of this Report is enclosed and annexed
as
"Annexure-III".

15. CONSTITUTION OF COMMITTEES OF BOARD:

The composition of the Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee
and Risk Management Committee constituted by the
Board under the Act and SEBI Listing Regulations as well as
changes in the composition, if any and number of meetings
held during the year forms part of the Report on Corporate
Governance.

16. EMPLOYEE STOCK OPTION SCHEME:

The Company does not have any Employee Stock Option
Plan. During the year under report, no employee has
been granted stock options, equal to or exceeding 1% of
the issued capital (excluding outstanding warrants and
conversions) of your Company.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the robust framework of internal financial controls
and compliance systems maintained by the Company, as
well as the thorough assessments conducted by internal,
statutory, and secretarial auditors, and external consultants,
including the audit of internal financial controls over
financial reporting by the Statutory Auditors and reviews by
management and pertinent board committees, including
the Audit Committee, the Board affirms that the Company's
internal financial controls were deemed adequate and
effective for the financial Year 2024-25.

In pursuant to the provisions of Section 134 of the Companies
Act 2013 the Directors to the best of their knowledge and
belief, state that -

• That in the preparation of the annual accounts, the
applicable Accounting Standards had been followed
along with proper explanation relating to material
departures;

• That the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year
and of the profit of the Company for the year ended on
that period;

• That the directors had taken proper and sufficient care
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;

• That the directors had prepared the annual accounts on
a going concern basis;

• That the directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and were
operating effectively; and

• That the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

18. REPORTING OF FRAUDS BY AUDITORS:

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and/or Board under section 143(12) of the Act
and rules framed thereunder.

19. DETAILS OF MATERIAL SUBSIDIARY, JOINT
VENTURES (JV) OR ASSOCIATE COMPANY (AC):

During the year under review and on the basis of Audited

Accounts of March 31,2025, one of our Subsidiary Company
Suratwwala Natural Energy Resource Private Limited
(Formerly known as Suratwwala Natural Energy Resource
LLP) has been identified as Material Subsidiary in terms of
Regulation 16 & 24 of SEBI (Listing Obligation and Disclosure
Requirements), Regulation 2015. The Company holds 80,000
(Eighty Thousand Shares) Equity Shares of '10/- (Rupees Ten
each/-) equalling to 88.89 % of the total Paid up Equity Share
Capital.

Suratwwala Natural Energy Private Limited has exceeded
10% of Consolidated Turnover of Suratwwala Business
Group Limited as on March 31, 2025. The turnover of
Suratwwala Natural Energy Resource Private Limited,
is '3,58,44,207/- as on 31st March, 2025 which exceeds
the 10% of the consolidated turnover/Net—
worth—of
Suratwwala Business Group Limited and its subsidiaries for
the Financial Year ended 31st March 2025.

Your Company is committed to comply with all the
compliances applicable with respect to Material Subsidiary.
Apart from the above mentioned the Company does not
have any other Material subsidiary, Joint Ventures (JV) or
associate Company (AC).

20. REPORT ON PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARY, JOINT VENTURES (JV)
OR ASSOCIATE COMPANY (AC):

During the year under review, the Company has two
Subsidiaries, Suratwwala Natural Energy Resource Private
Limited (Formerly Known as Suratwwala Natural Energy
Resource LLP) and Suratwwala Royyal Hill Properties LLP.

During the year under review, one of the subsidiary
Suratwwala Natural Energy Resource LLP was converted
into Private Limited Company and received its Certificate of
Incorporation on December 19, 2024.

Suratwwala Natural Energy Resource Private Limited
specializes in solar power generation. It's operations
encompass the installation and commissioning of solar
power plants catering to diverse customer segments
including industries, residential societies, commercial
outlets, restaurants, hospitals, and large corporate houses. It
operates under both PPA (Power Purchase Agreements) and
EPS (Engineering, Procurement, and Construction) modules,
ensuring efficient delivery and management of solar power
units at highly competitive rates for our customers.

During the year the Company bagged order of 30MV
EPC contract from M/S Bondada Engineering Limited
for Design, Engineering, Supply (Except supply of PV
module), Unloading of PV Modules at site, Erection, Testing
and Commissioning of 30 MWAC Cumulative Capacity
Crystalline Ground Mounted Solar PV Technology Grid
Interactive Distributed Agriculture Feeder Solarization by

Solar PV Power Plant under MSKVY 2.0 scheme on EPC basis
in State of Maharashtra, India.

Similarly, Suratwwala Royyal Hill Properties LLP has a
project going on named california west which is dedicated
to creating gated community villas and row houses in
the scenic village of Kasar Amboli, Mulshi, Pune. This
development aims to provide residents with luxurious living
spaces amidst natural surroundings, offering a blend of
tranquility and modern amenities"

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company's consortiums/joint ventures in
Form No. AOC-1 is enclosed and attached to the financial
statements of the Company as
"Annexure-IV".

21. ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements
for the year ended 31st March, 2025 as per Section 133 of
the Companies Act, 2013, read with rule 7 of Companies
(Accounts) Rules, 2014.

Changes in Accounting Policies:

The Company migrated from BSE SME Platform to Main
Board Platform on February 10, 2023 and also listed its
Securities on National Stock Exchange on February 10, 2023.

In view of the notification/ amendment and also as per the
Regulation 33 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, the Central Government
in consultation with the National Advisory Committee on
Accounting Standards (NACAS) under Section 133 read
with Section 469 of the Companies Act, 2013 had notified
the Indian Accounting Standards ('Ind AS') vide G.S.R. 111(E)
dated February 16, 2015.

In furtherance of the same the Company was required
to adopt IND-AS Accounting Standard as stated in the
Companies (Indian Accounting Standards) Rules, notified
under the relevant provisions of the Companies Act, 2013,
and amended from time to time,

Accordingly, with effect from April 01, 2022 and thereafter,
the Company has prepared the Financial Statements for the
year ended March 31,2024 & March 31,2025 as per Ind-AS, as
amended. Your Company has shared re-stated Ind-AS Profit
and Loss Statement while publishing the Financial Results.
Financial statement or Annual report have been prepared
during Financial Year 2023-2024 as per IND AS, however
Financial statement or Annual report have not been revised
during any of the three Preceding Financial Years.

22. PERFORMANCE EVALUATION OF THE DIRECTORS:

The evaluation of all the Directors, Committees, Chairman of
the Board, and the Board as a whole, was conducted based
on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various
parameters including:

i. Degree of fulfilment of key responsibilities towards
stakeholders (by way of monitoring corporate
governance practices, participation in the long-term
strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and
Committees;

iii. Extent of co-ordination and cohesiveness between the
Board and its Committees;

iv. Effectiveness of the deliberations and process
management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and
the Management.

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India.

In a separate meeting of the Independent Directors, the
performance of the Non-Independent Directors, the Board
as a whole and Chairperson of the Company were evaluated
taking into account the views of Executive Directors and
other Non-Executive Directors.

The NRC reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the
Independent Directors and the meeting of NRC, the
performance of the Board, its committees, and Individual
Directors were discussed.

The manner in which the evaluation has been carried out
has been covered in the Corporate Governance Report.

ADDITIONALLY, CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Companies
Act 2013 and Regulation 19 of the Listing Regulations,
the Nomination and Remuneration Committee ("NRC")
has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key

features of which are as follows:

Qualification: The Board nomination process encourages
diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise

Positive Attributes: Apart from the duties of directors
as prescribed in the Act, the directors are expected
to demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The
Directors are also expected to abide by the respective Code
of Conduct as applicable to them.

Independence: A director will be considered independent
if he / she meets the criteria laid down in Section 149(6) of
the Act, the Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations.

23. MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT:

The directors are not aware of any matters or circumstances
that have arisen since the end of the financial year which
have significantly affected or may significantly affect the
operations of the Company, the results of those operations
and the state of affairs of the Company in subsequent
years., the directors are not aware of any other matters or
circumstances that have arisen since the end of the financial
year which have significantly affected or may significantly
affect the operations of the Company, the results of those
operations and the state of affairs of the Company in
subsequent years.

24. EVENT BASED DISCLOSURES IN DIRECTORS
REPORT:

The Company has not issued any shares with differential
voting rights or Sweat Equity shares or shares under ESOP. The
Company has not provided any money to its employees for
purchase of its own shares hence the company has nothing to
report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16
of the Companies (Share Capital & Debentures) Rules, 2014.

25. LISTING FEES:

Equity Shares of your Company are listed on the Main Borad
platform of Bombay Stock Exchange Limited & on National
Stock Exchange of India Limited. Your Company has duly
paid the requisite Listing Fees to both the Stock Exchanges.

26. REGISTRAR AND SHARE TRANSFER AGENT
INFORMATION:

During the year under review, the name of Registrar and
Share Transfer Agent of the Company changed from Link
Intime India Private Limited to MUFG Intime India Private
Limited. The updated Communication details of Registrar
and Share Transfer Agent was duly informed to the Stock
Exchange.

The following are the details of your Company's Registrar
and Share Transfer Agent:

Name: MUFG Intime India Pvt. Ltd

Address: Block No. 202, 2nd Floor, Akshay Complex,

Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001
Contact details: Tel: 020 - 2616 1629 / 2616 0084 Fax: 020 -
2616 3503

Email Id: rnt.helpdesk@in.mpms.mufg.com
Website: www.in.mpms.mufg.com

27. POLICY ON PRESERVATION OF DOCUMENTS:

In compliance with Regulation 9 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has established and maintained a policy for
the preservation of documents, ensuring adherence to
Regulation 9(a) and 9(b) of the Regulations. This policy is
also available for reference on the Company's website at
www.suratwwala.co.in.

28. FAMILIARIZTION/ ORIENTATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

In accordance with the requirements of Regulation 25 (7) of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Schedule IV of the Companies Act, 2013, the Company shall
familiarize the Independent Directors with the Company,
their roles, rights, responsibility in the Company, nature
of the industry in which the Company operates, business
model of the Company etc. through variousprogrammes.

The Objectives of the Familiarization Programme are:

• To adopt a structured programme for orientation
and training of Independent Directors at the time
of their joining so as to enable them to understand
the Company - its operations, business, industry and
environment in which it functions.

• To update the Directors on a continuing basis on any
significant changes therein so as to be in a position to
take well-informed and timely decisions

In accordance with the same, the Company has familiarised
the Independent Directors through various programmes in
terms of requirement of the Listing Regulations. The details
of the same are also available on the Company's website
www.suratwwala.co.in

29. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination
and Remuneration Committee framed a policy for selection,
appointment and remuneration of Directors and KMPs. The
Remuneration Policy is stated in the Corporate Governance
Report.

The Nomination and Remuneration Committee of the
Board of Directors is responsible for recommending the
appointment of the Directors and senior management to
the Board of Directors of the Company. The Company has
in place a Nomination and Remuneration Policy containing
the criteria for determining qualifications, positive attributes
and independence of Director and policy relating to the
remuneration for the Directors, key managerial personnel
and senior management personnel of the Company.

The Committee also postulates the methodology for effective
evaluation of the performance of Individual Directors,
committees of the Board and the Board as a whole which
should be carried out by the Board and Committee and
reviews its implementation and compliance. The Nomination
and Remuneration Policy is available under the investor tab
on the Company's website: www.suratwwala.co.in

The information about Top Ten Employees in terms of
remuneration will be available for inspection by the
Members at the Registered Office of the Company during
business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. If any Member
is interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard.

30. NUMBER OF MEETINGS OF THE BOARD:

Total 6(Six) meetings of the Board of Directors of the
Company were held during the Financial Year 2024-25 in
accordance with the Companies Act 2013 and the rules
made thereunder on the below mentioned dates:

• May 14, 2024

• May 24, 2024

• August 10, 2024

• August 23, 2024

• October 26, 2024

• February 4, 2025

The intervening gap between two board meetings was
within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1.

The attendance of Directors in the Board Meeting was as
follows:

Sr.

No.

Name of Director

No. of Board Meetings

Eligible for Attended
attending

1.

JATIN DHANSUKHLAL
SURATWALA

6

6

2.

MANOJ DHANSUKHLAL
SURATWALA

6

6

3.

HEMABEN PANKAJKUMAR
SUKHADIA

6

5

4.

PRAMOD JAIN

6

5

5.

DIMPLE KIRIT SANGHVI

6

6

6.

SHAILESH SATISH
KASEGAONKAR

6

6

31. General Meetings:

During the year under review the Company conducted
its 17th Annual General Meeting on 27 September, 2024
through means of Video Conferencing as per the guidelines
issued by Ministry of Corporate affairs and Securities
Exchange Board of India, respectively.

Details of Postal Ballot carried out throughout the
Year:

Table 1: Postal Ballot Details for increase in Borrowing
Limits under Section 180.

Apart from the Annual General Meeting the Company
had passed the certain Resolutions by way of Postal Ballot
for increase in Borrowing limits under section 180 of the
Companies Act 2013.The details of which are as follows:

Sr. No

Description

Particulars

1.

Date of Sending Notice

May 21,2024

2.

Cut-off Date

May 17, 2024

3.

E-Voting Start Date

May 22, 2024

4

E-Voting end Date

June 20, 2024

32. COMPLIANCE WITH SECRETARIAL STANDARD-1
AND SECRETARIAL STANDARD-2:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and such systems are adequate and operating
effectively. During the year under review, the Company was
in compliance with the Secretarial Standards (SS) i.e., SS-1
and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.

33. IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to
implement any Corporate Actions within the specified time
limit.

34. AUDIT COMMITTEE RECOMMENDATIONS:

All the recommendations made by the Audit Committee
were accepted by the Board.

35. CORPORATE GOVERNANCE CERTIFICATE:

Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, a separate section on the Corporate Governance
Report, forms an integral part of the Integrated Annual
Report. A certificate from Practicing Company Secretary
confirming compliance with corporate governance norms,
as stipulated under the Listing Regulations, is annexed to
the Corporate Governance Report as
"Annexure-V".

36. AUDITORS:

A. STATUTORY AUDITORS:

The members in the 16th Annual General Meeting of
the Company appointed M/s. Parag Patwa & Associates
(FRN: 107387W) for a term of 5 (five) Consecutive years
commencing from the conclusion of the 16th AGM until
the conclusion of the 21st AGM to be held in the year
2028.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rules made thereunder the
Company had appointed Ms. Bhargavi Bhide, PCS from
Saral Law firm having Certificate of Practice No. 13441
as the Secretarial Auditors to undertake the Secretarial
audit of the Company for the year under review. The
Secretarial Audit Report for the Financial Year ended
31st March, 2025 in the Form MR-3 is enclosed and
annexed as
"Annexure-VI".

C. Internal Auditors:

In accordance with the provisions of Section 138 of
the Companies Act, 2013 and read with Rule 13 of the
Companies (Accounts) Rules, 2014 and other applicable
provisions if any of the Companies Act, 2013, M/s.
S. M. Suratwala & Co., Chartered Accountants, (FRN.:
110637W) were appointed as Internal Auditors of
Company.

Internal Audit for the year ended March 31, 2025 was
carried out and Internal Audit report at periodic intervals
as statutorily required were placed before the Audit
Committee.

37. COST RECORDS AND COST AUDIT APPLICABILITY:

Maintenance of cost records and requirement of cost audit

as prescribed under the provisions of Section 148(1) of the
Act, are not applicable for the business activities carried out
by the Company.

38. DISCLOSURES UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBIT AND REDRESSAL) ACT 2013

The Company has an Anti-Sexual Harassment Policy in
place and in line with the provisions of Section 22 of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with Rules made
thereunder. Similarly, the Company has formulated an
Internal Complaints Committee for prevention and redressal
of complaints of sexual harassment of women at the
workplace to redress the complaints received against the
sexual harassment.

All employees (permanent, contractual, temporary, trainees)
are covered under this policy. There were no cases reported
during the FY 2024-25 under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013.

39. RISK MANAGEMENT POLICY:

Your Company has implemented mechanism to identify,
assess, monitor and mitigate various risks and has
formulated a Risk Management Policy. The Company has
Constituted Risk Management Committee to oversee
identification, risk assessment, and measures to control risk
associated with the Company. The Risk Management Policy
of the Company is available on the website of the Company
www.suratwwala.co.in

40. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is an integral part
of the organization, and the Company acknowledges its
responsibility towards the welfare of society. Your Company
firmly believe that Corporate Social Responsibility (CSR) is
not just an initiative it is at the heart of everything we do.
We are driven by a vision to create a sustainable future,
where both our business and the communities we touch,
can thrive together.

At your Company, CSR is not merely a statutory obligation
but a fundamental part of our identity. We are deeply
committed to creating a meaningful and positive impact on
society by fostering a culture rooted in responsibility, ethical
conduct, and environmental sustainability"

Your Company has a dedicated CSR policy in accordance with
Section 135 of the Companies Act 2013, and the Rules made
thereunder that outlines our commitment to responsible

business practices. This policy guides our CSR initiatives
and ensures alignment with our business values and
goals. Additionally, we have established a CSR committee
comprising board members and senior management.

This committee oversees the planning, implementation,
and monitoring of CSR activities. It plays a crucial role
in evaluating the impact of our CSR efforts on society
and in ensuring transparency and accountability in our
CSR practices. Our commitment to CSR underscores our
dedication to making a meaningful and positive impact on
the communities and environments where we operate.

A brief outline of the CSR Policy of your Company, including
its composition and report on initiatives undertaken on CSR
activities during the year under review are set out in Report
enclosed and annexed as
"Annexure-VII". Similarly, the
Company has made the contribution towards CSR activities,
as per the Policy. The details on the CSR are also available on
the website of the Company www.suratwwala.co.in

41. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Although your Company qualifies as an 'infrastructure
company' under the relevant provisions of the Act,
exempting it from certain requirements of Section 186
regarding Loans, Guarantees, Securities provided, and
Investments, we have nonetheless provided disclosures on
the details of loans as part of our financial statements.

No Loans, Guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 are given/provided/
made during the reporting year.

The Company has made investment in Mutual Funds to the
extent of '1,29,52,208/- during the Financial Year 2024-25.

42. RELATED PARTY TRANSACTIONS:

All contracts, transactions and arrangements with the related
party entered during the Financial year were on arm's length
basis, in ordinary course of business and not in conflict with
the interest of the Company. The particulars of the said
transactions along with other contracts/arrangements are
also briefed in the Notes to the Financial Statement which
sets out related party disclosures as per the Accounting
Standards.

All Related Party Transactions have been placed before the
Audit Committee for their approval and to the Board, as and
when required.

In certain cases, prior omnibus approval of the Audit

Committee is obtained on a yearly basis. The transactions
entered into pursuant to the omnibus approval so granted
are reviewed by the Audit Committee on a quarterly basis.

The Company also discloses, in the prescribed format, on
the Stock Exchange(s) transactions with the related parties
on half yearly basis

A Statement containing particulars of contracts/
arrangements entered into by the company with related
parties referred to in sub-section (1) of Section 188 of
the Companies Act, 2013 including certain arms' length
transactions in prescribed Form AOC-2 is enclosed and
annexed as
"Annexure-VIII".

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by the
Board may be accessed through the following portal link:
www.suratwwala.co.in

43. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and
specified employees in the course of day-to-day business
operations of the Company. The Company believes in
"Zero Tolerance" against bribery, corruption and unethical
dealings / behaviour in any form and the Board has laid
down certain directives to counter such acts. Such code of
conduct has also been placed on the Company's website.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors
and the designated employees in their business dealings
and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the
expected behaviour from an employee in a given situation
and the reporting structure. All the Board Members and the
Senior Management personnel have confirmed compliance
with the Code. A declaration to this effect signed by the
Managing Director of the Company appears elsewhere in
this Annual Report.

44. DEMATERIALIZATION OF SHARES:

The Company encourages its member to hold shares
in electronic form and the Company has established
connectivity with depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited. 100% of the Company's paid-up Equity
Share Capital is in dematerialized form as on March 31,2025.

45. PARTICULARS OF EMPLOYEES AND REMUNERATION
RATIO OF THE DIRECTORS / KEY MANAGERIAL
PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is as
follows:

i. The percentage increase in remuneration of each
Director Information pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended is
attached as
"Annexure-IX" to this Report.

46. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism Policy/
Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any which provides formal mechanism
to the directors and employees to report their concerns
about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or Ethics Policy.
Staying true to our core values of Strength, Performance
and Passion and in line with our vision of being one of
the most respected companies in India, the Company is
committed to the high standards of Corporate Governance
and Stakeholder Responsibility. The said Policy ensures that
strict confidentiality is maintained in respect of whistle
blowers whilst dealing with concerns and also specified
that no discrimination will be meted out to any person for
a genuinely raised concern. The Policy on Vigil Mechanism/
Whistle Blower Mechanism may be accessed through
website of the Company viz. www.suratwwala.co.in

47. STATUTORY DISCLOSURES:

A statement containing salient features of the financial
statement in the prescribed format are annexed to this
Report. The audited financial statements of the said
companies will be kept for inspection by any Member of the
Company at its Registered Office during business hours and
as per the provisions of Section 136(1) of the Companies
Act, 2013, a copy of the same will be made available to any
shareholder on request.

A Cash Flow Statement for the Financial Year 2024-25 is
attached to the Balance Sheet.

Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return in e-form MGT-7 may be
accessed on the Company's website at the web link www.
suratwwala.co.in

48. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

As the Company is not engaged in industrial or
manufacturing activities, there are no particulars to
report regarding conservation of energy and technology
absorption as mandated under Section 134 of the
Companies Act, 2013 and the rules framed thereunder.

However, Suratwwala Natural Energy Resource Private
Limited (Formerly known as Suratwwala Natural Energy
Resource LLP), a subsidiary of our Company, focuses on the
installation of solar panels. By implementing these panels
across its sites, the subsidiary has not only contributed
to energy conservation but also embraced cutting-edge
technology in renewable energy. This strategic initiative
underscores our commitment to sustainable practices and
technological advancement within the energy sector.

Throughout the reviewed period, the Company did not
generate any foreign exchange earnings nor did it incur any
foreign exchange outflows related to business promotion,
advertisement expenses, legal consultancy, and professional
fees.

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy.

The Company prioritizes energy conservation
across its offices and work sites by leveraging
energy-efficient lighting, electric appliances, and
computers. Energy conservation is a core focus
at all organizational levels, emphasizing efficient
usage. This strategic approach not only contributes
to environmental sustainability but also plays a
crucial role in enhancing financial performance,
given that energy constitutes a significant
component of conversion costs.

In line with its commitment to mitigating climate
change impacts, the Company has implemented
both short-term and long-term initiatives aimed
at improving energy efficiency. These efforts are
supported by a robust framework that fosters
continuous improvement in energy management
practices. Regular reviews are conducted to assess
the progress and effectiveness of various ongoing
initiatives aimed at reducing energy consumption,
ensuring that the Company remains proactive in
achieving its sustainability goals.

(ii) Steps taken by the company for utilizing
alternate sources of energy.

During the year under review, the Company has
taken proactive steps towards utilizing alternative
sources of energy. Specifically, the Company has
installed solar panels across its sites. This initiative
underscores the Company's commitment to
sustainable practices and reducing its carbon
footprint. By harnessing solar energy, the
Company not only contributes to environmental
conservation but also enhances its energy
independence and efficiency.

a. Capital investment on energy conservation
equipment.

Throughout the year, the Company has
invested '6,50,61,200/- in energy conservation
equipment, specifically in solar panels for its
subsidiary.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption.

Although your Company is being engaged in
the business of construction, it has made efforts
towards technology absorption by way of
introducing and installing solar panels Exploring
these avenues could position the Company as a
leader in integrating technology with construction
practices, thereby fostering growth and
competitiveness in the market.

(ii) Benefits derived like product improvement,
cost reduction, product development or import
substitution

By installing solar panels, the Company has realized
significant benefits including cost reduction,
adoption of efficient technology, and integration
of sustainable business practices. These initiatives
not only contribute to long-term financial
savings but also enhance product development,
promote environmental sustainability, and reduce
dependency on imported resources. Overall, the
adoption of solar panels represents a strategic
move towards improving products, reducing costs,
and fostering a sustainable business model for
future growth.

(iii) In case of imported technology (imported
during the last 3 years reckoned from the
beginning of the financial year)

The Company has not imported technology (during
the last 3 years reckoned from the beginning of the
financial year). The below are details of the same:

(a) Details of technology imported. N.A.

(b) Year of import. N.A.

(c) Whether the technology has been fully
absorbed. N.A.

(d) If not fully absorbed, areas where absorption
has not taken place, and the reasons thereof;
Not Applicable

(iv) Expenditure incurred on research &
development.

Since your Company is into the business of
Construction, it does not necessitate investment
in research and development expenditures. The
Company prioritizes allocating resources towards
enhancing construction techniques, ensuring
project efficiency, and maintaining high standards.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earned in terms of actual inflows
during the year and the foreign exchange outgo during
the year in terms of actual outflows.

Particulars

2024-25

2023-24

Foreign Exchange Earn¬
ings in terms of actual
inflows

-

-

Foreign Exchange
Outgo in terms of actual
outflows

-

'

49. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has established a robust system of internal
controls to ensure that assets are safeguarded, and
transactions are appropriately authorised, recorded and
reported. The framework within the Company ensures the
orderly and efficient conduct of business, which includes
adherence to policies, prevention and detection of frauds
and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial
information.

The internal financial control framework is commensurate
with the size and operations of the Company's business. The
controls have been documented, digitized and embedded
in the business process. Assurance on the effectiveness
is obtained through management reviews, controls self¬
assessment and periodic reporting of the inhouse team
that evaluates and provides assurance of its adequacy and
effectiveness. The controls are also tested by the internal
and statutory auditors during their audits. The Statutory
Auditors of the Company have audited the financial
statements included in this Annual Report and issued
their report on internal control over financial reporting (as
defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties,
transparency in authorization of transactions, adequacy
of records and documents, accountability & safeguarding
of assets and reliability of the management information
system.

The systems, SOPs and controls are reviewed and audited
by Internal Auditors, periodically for identification of
control deficiencies and opportunities, whose findings and
recommendations are reviewed by the Audit Committee
and tracked through till implementation.

Management team has assessed the effectiveness of the
Company's internal control over financial reporting as at
March 31, 2025 and believe that these systems provide
reasonable assurance that our internal financial controls are
designed effectively and are operating as intended.

50. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ('BRSR'):

The Securities and Exchange Board of India ('SEBI'), in May,
2021, introduced new sustainability related reporting
requirements to be reported in the specific format of Business
Responsibility and Sustainability Report ('BRSR'). BRSR is a
notable departure from the existing Business Responsibility
Report ('BRR') and a significant step towards giving platform
to the companies to report the initiatives taken by them in
areas of environment, social and governance. Further, SEBI
has mandated top 1,000 listed companies, based on market
capitalization, to transition to BRSR from FY 23 onwards. Your
Company is committed to present it to the stakeholders as
and when the same shall be statutorily applicable.

51. GENERAL DISCLOSURE:

Your Director's state that no disclosure or reporting is
required in respect of the following matters as there is no
transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

(iii) The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

(iv) The details of application made or any proceeding
pending under the insolvency and bankruptcy code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year - There is no
Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016.

(v) The 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 -
Not Applicable.

52. PREVENTION OF INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time, the code of conduct for prevention of insider
trading and the code for corporate disclosures ("Code"),
as approved by the Board from time to time, are in force
at the Company. The objective of this Code is to protect
the interest of shareholders at large, to prevent misuse of
any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its
Directors, designated employees, connected persons and
other employees. The Company also adopts the concept of
Trading Window Closure, to prevent its Directors, Officers,
designated employees, connected persons and other
employees from trading in the shares of the company at the
time when there is unpublished price sensitive information.
The Policy is available on the website of the Company www.
suratwwala.co.in

53. SIGNIFICANT AND MATERIAL ORDER PASSED
BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
OPERATIONS OF THE COMPANY:

During the year under review there are no significant or
material orders passed by any Regulator, Court or Tribunal
against the Company, which could impact its going concern
status or operations.

54. DISPATCH OF ANNUAL REPORT THROUGH
ELECTRONIC MODE:

The MCA has issued General circular No. 09/2024 dated
September 19th, 2024 and General circular No. 09/2023
dated September 25th, 2023, General circular No.10/2022
dated December 28, 2022, read with General Circular No.
02/2022 dated May 05, 2022, General Circular No. 21/2021
dated December 14, 2021, General Circular No. 19/2021
dated December 08, 2021, General Circular No. 02/2021
dated January 13, 2021, General Circular No. 28/2020 dated
August 17, 2020, General Circular No.20/2020 dated May
05, 2020, General Circular No.18/2020 dated April 21,2020
and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/
CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/
CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/
HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/
HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI
/HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated October 7th,
2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated
October 3, 2024 has extended the relaxations from printing
and dispatching of Physical Copies of Annual Reports and
to conduct the AGMs through VC/ OAVM till September
30, 2025. However, in terms of Regulation 36(1)(c) of LODR
Regulations, Company is required to send hard copy of full
Annual Repot to those shareholders who request for the
same.

Members who wish to have physical copy may write to the
Company Secretary of the Company at cs@suratwwala.co.in
or submit a written request to the Registered Office of the
Company. In accordance with the aforesaid circulars, the
web link of the Annual Report and the Notice convening the
AGM of the Company is being sent in electronic mode only
to members whose e-mail address are registered with the
Company or the Depository Participant(s). Those members,
whose email address are not registered with the Company
or with their respective Depository Participant(s) and who
wish to receive the Notice of the AGM and the Annual Report
for the financial year ended March 31, 2025, can get their
email address registered by following the steps as detailed
in the Notice convening the AGM.

The Annual Report of the Company is available on the
Company website www.suratwwala.co.in

55. CAUTIONARY STATEMENT:

Statements in this Directors' Report and Management
Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the
Company's operations include changes in the government
regulations, developments in the infrastructure segment,
tax regimes and economic developments within India or
abroad.

56. ACKNOWLEDGEMENT & APPRECIATION:

The Board of Directors extends its sincere gratitude to the
Company's valued customers, vendors, investors, lenders,
business partners, and all other stakeholders for their
continued trust and support.

The Board also expresses its appreciation to the Government
of India, regulatory authorities, stock exchanges,
depositories, and all relevant government departments and
agencies for their consistent cooperation and guidance.

The Directors place on record their deep appreciation for
the dedication and contributions of all employees and their
families, as well as every member of the SBGL family, whose
efforts have been instrumental in shaping the Company's
success.

ON BEHALF OF THE BOARD OF DIRECTORS,

FOR SURATWWALA BUSINESS GROUP LIMITED

JATIN D. SURATWALA MANOJ D. SURATWALA

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN: 01980329 DIN: 01980434

DATE: AUGUST 13, 2025
PLACE: PUNE