Suratwwala Business Group Ltd Directors Report

(Financial Year 2025-26)

To,

Dear Members,

Your Directors are pleased to present the 19^th 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, 2026. 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 Main Board of The National Stock Exchange of India Limited and Bombay Stock exchange Limited.

2. FINANCIAL RESULTS:

The Companys Financial Performance for the year ended 31st March, 2026 is summarized below:

				(Amount in Lakhs)
Particulars	Standalone	Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	8,928.71	3,224.01	14,299.34	3,587.81
Operating Profit/(Loss) before Interest, Depreciation, Amortization and Taxes (EBITDA)	4,169.81	1,520.14	5,355.31	1,586.91
Depreciation and Amortization	37.48	36.56	167.99	44.33
Interest and finance charges	113.39	12.99	113.40	13.00
Other Income	128.06	191.49	62.88	144.43
Profit/(Loss) Before Tax (PBT)	4,103.50	1,469.98	5,119.30	1,528.97
Tax Expenses	1,054.71	396.49	1,329.16	425.36
Profit/(Loss) After Tax (PAT)	3,048.79	1,073.49	3,790.14	1,103.61
Exceptional Items	0	0	0	0
Add: Other Comprehensive Income	7.83	(12.29)	7.83	(12.29)
Profit/(Loss) after other Comprehensive Income	3,056.62	1,061.20	3,797.97	1,091.32
Earnings Per Share (in ?)	1.76	0.62	2.15	0.64

3. STATEMENT OF COMPANY AFFAIRS AND OPERATIONAL PERFORMANCE:

Overview:

Your Company continues to strengthen its position as one of Punes leading listed real estate companies through a disciplined approach to execution, prudent governance, and a long-term value creation strategy. Backed by a strong foundation and a customer-centric philosophy, the Company remains committed to delivering quality developments by embracing innovation, sustainable construction practices, advanced technology, and operational excellence.

During the year under review, the Company demonstrated resilience and steady progress despite a dynamic economic environment. The successful delivery and monetisation of Suratwwala Mark Plazzo - A and Suratwwala Mark Plazzo - B reaffirms the Companys proven execution capabilities and its ability to create value through timely project completion and efficient monetisation. The flagship Suratwwala Mark Plazzo Tower of Dreams project at Hinjewadi continues to strengthen the Companys presence in Punes commercial real estate market.

Beyond real estate, the Company has continued to expand its growth platform through its subsidiary, Suratwwala Natural Energy Resource Private Limited (SNER). During the year, SNER successfully scaled its solar EPC and Power Purchase Agreement (PPA) business, with projects aggregating approximately INR 93 Crore under execution. This strategic diversification strengthens the Groups presence in the renewable energy sector while creating an additional avenue for sustainable long-term growth.

The Company continues to hold its strength from land bank of approximately 180 acres across key growth corridors in and around Pune, providing significant long-term development potential and the flexibility to capitalize on emerging market opportunities.

Equally important has been the strengthening of the Companys governance and financial management framework during the year. Robust treasury controls, enhanced internal financial controls, disciplined cash management practices, and improved capital allocation mechanisms have further strengthened the Companys operational resilience. The Company also continues to maintain high standards of corporate governance, reflected in its unmodified audit opinion and continued focus on transparency, compliance, and stakeholder confidence.

Looking ahead, the Company remains focused on executing its existing projects, expanding its presence across real estate covering commercial as well as residential projects and renewable energy, leveraging technology to improve operational efficiencies, and creating sustainable long-term value for all stakeholders. With a resilient business model, a diversified growth strategy, a strong governance framework, and a clear vision for the future, the Company is well-positioned to capitalize on emerging opportunities and continue its journey of sustainable growth and enduring success.

Standalone Performance:

During the year under review your Company has reported a Revenue for FY 2025-26 INR 9,056.77 Lakhs as compared to an amount of INR 3,415.49 Lakhs earned in the previous Financial Year, amounting to 165.20% as compared to previous Financial Year.

The Company has recorded a Profit before tax (PBT) of INR 4,103.50. Lakhs as compared to INR 1,469.98 Lakhs in the previous Financial Year, equalling to 179.15% and the Profit After Tax (PAT) of INR 3,048.79 Lakhs for the Financial Year as compared to INR 1,073.49 Lakhs earned in the previous financial year, equalling to by 184.01%.

Consolidated Performance:

In accordance with Section 129(3) of the Act and Regulation 34(2) of the SEBI Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, the Audited Consolidated Financial Statements of the Company forms part of this Annual Report.

During the Year under review your Company has reported the Consolidated income INR 14,362.22/- Lakhs as compared to INR 3732.24 Lakhs in the previous financial year, equalling to 284.82%%.

The Company has recorded Profit before tax (PBT) of INR 5,119.31 Lakhs as compared to a Profit before tax of INR 1,528.97 Lakhs in the previous Financial Year, resulting to 234.82%. Similarly, the Profit after Tax amounted to INR 3,790.14 Lakhs for the Financial Year under review as compared to INR 1103.61 Lakhs earned in the previous Financial Year. resulting to 243.43%.

Performance of Material Subsidiary

Suratwwala Natural Energy Resource Private Limited (formerly known as Suratwwala Natural Energy LLP) the material subsidiary of Suratwwala Business Group Ltd., having contributed more than 38% to the Groups consolidated turnover for the financial year ending 31st March 2026.

During the year under review SNER PVT LTD has reported revenue INR 5,449.02 Lakhs as Compared to INR 260.92 Lakhs in the previous Financial Year showing an upward trend of 1,988.39%.

The Company has recorded Profit Before Tax of INR 1,088.44 Lakhs as Compared to INR 46.87 Lakhs in previous year showing an uptrend of 2,222.50%. Similarly, the Profit After Tax amounted to INR 814.36 Lakhs as Compared 29.63 Lakhs showing an uptrend of 2,648.44%.

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 0.12/- (12%) per equity share of the face value of 1/- each for the Financial year 2025-26 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 11, 2026. 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	National Stock Exchange
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 31,2026 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, 2026 is 17,34,16,440/- (Rupees Seventeen crores Thirty-Four Lakhs Sixteen Thousand Four Hundred and Forty Only/-).

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.

Furthermore, the Registered office of the Company has been shifted from 4/38, Sumnagal, Sahakar Colony, Behind SBI Bank, Karve Road, Erandwane, Pune, Pune, Maharashtra, India,411004 to Plot No A6-A7, Tower A, Office No, 1602, 1603, 1604, 1605 GBB, Kothrud, Pune, Pune City, Maharashtra, India, 411038

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Company is committed to delivering modern and innovative real estate solutions and has established a strong reputation for providing comprehensive, value- driven services across a diverse portfolio of world-class infrastructure projects. With a balanced presence in both commercial and residential real estate, the Company continues to address the evolving needs of the market through quality developments and customer-centric offerings.

During the year under review, the Company focused on the following key business segments:

A. Construction and development of commercial offices, showrooms, restaurants, and residential projects.

B. Maintenance and management of properties developed by the Company.

C. Monetization of existing assets through rental income, including leasing spaces for mobile towers, hoardings and advertising displays, as well as renting out unsold commercial and residential spaces on a short-term basis.

The Board of Directors remains committed to identifying new growth opportunities, strengthening the Companys sales pipeline, and enhancing its branding and marketing initiatives. With a continued focus on quality, innovation, and customer satisfaction, the Company strives to deliver premium real estate solutions that meet the changing aspirations and lifestyle preferences of its customers.

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 and 74 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 Companys, and their adequacy, risk management systems and other material developments during the Financial Year 2025-26.

BOARD POLICIES

In alignment with statutory requirements under the Act, and SEBI Listing Regulations, the Company has hosted all its Board-approved policies on the website at www. suratwwala.co.in

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 (Resigned on August 13, 2025)
Mrs. Priyanka Mayuresh Oka (DIN: 08066379)	Non-Executive Independent Director	Appointed on August 14, 2025

Changes in composition of Key Managerial Personnel:

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.

The Company at its Board Meeting held on April 04, 2025. Appointed Mr. Manish Kasliwal as the Chief Financial Officer of the Company.

Further, during the year under review Ms. Dimple Kirit Sanghvi the Non-Executive Independent Director resigned from the position w.e.f. August 13, 2025. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 13, 2025, appointed Mrs. Priyanka Mayuresh Oka as an Additional Non-Executive Independent Director of the Company with effect from August 14, 2025. Subsequently, the Members regularised her appointment as a NonExecutive Independent Director at the Annual General Meeting held on September 30, 2025.

The required disclosures concerning the above 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. Manoj Dhansukhlal Suratwala, Director (DIN: 01980434) of the Company, is liable to retire by rotation being eligible, offers himself for re-appointment. A Profile of Manoj 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 31^st March, 2026 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
Ms. Pooja Thorave	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 fulfil 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 2025-26 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 as attached in Annexure-V.

Disclosure on Audit Committee

The details relating to the composition of the Audit Committee as at March 31, 2026, including its terms of reference and the attendance of Directors at its meetings, are set out in the Corporate Governance Report forming part of this Annual Report as attached in Annexure-V. All recommendations made by the Audit Committee during the year were duly accepted by the Board of Directors

Risk Management Committee (RMC)

Risk Management plays vital role in the success of every organisation and your Company has voluntarily constituted the Risk Management Committee on October 26, 2024 in order to identify, assess and mitigate all the areas of concern and risk associated with the Company. The Risk

Management consist of 5 (Five) Members as mentioned below: -

Name of the Director/ Member	Category	Role in committee
Mr. Jatin Dhansukhlal Suratwala (DIN: 01980329)	Managing Director	Chairman
Mr. Manoj Dhansukhlal Suratwala (DIN: 01980434)	Whole- Time Director	Member
Mr. Hitendra Suratwala	Director Sales	Member
Mr. Pramod Jain (DIN: 07009115)	Non-Executive Independent Director	Member
Mr. Manish Kasliwal	Chief Financial Officer	Member

During the Financial Year 1 (One) Meeting of Risk Management Committee was Conducted:

• April 02, 2025

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 Companys internal financial controls were deemed adequate and effective for the financial Year 2025-26.

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):

Your Company has adopted a Policy on Material Subsidiary in line with the requirements of the SEBI Listing Regulations. The objective of this Policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for material subsidiaries of the Company. The said Policy is available on the website of the Company and can be accessed at www.suratwwala. co.in

As at March 31, 2026, the Company has one Material Subsidiary Company Suratwwala Natural Energy Resource Pvt (Formerly known as Suratwwala Natural Energy Resource LLP) 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.

During the year under review, the Company made a Strategic expansion and Invested in a Company engaged in the business of providing consultancy and advisory services in the real estate sector, including strategic, financial, legal, and market advisory relating to the purchase, sale, leasing, valuation, development, and management of real estate and infrastructure projects named Nextriise Real Estate

Advisors Private Limited.

The Company has subscribed to 49% of the equity share capital amounting to 49,000 Equity shares of 10 each/- of the said Company, which resulted in its classification as an Associate Company in terms of Section 2(6) of the Companies Act, 2013.

The investment amounts to more than 20% which makes it an Associate of Suratwwala Business Group Limited in accordance with section 2(6) of the Companies Act 2013 and under the applicable provisions of the SEBI (LODR) Regulations 2015.

The required disclosures concerning the above were duly submitted to the Stock exchanges and ROC.

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), Suratwwala Royyal Hill Properties LLP and one Associate Company Nextriise Real Estate Advisors Private Limited.

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 Aryanam 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 Companys consortiums/joint ventures in Form No. AOC-1 is enclosed and attached to the financial statements of the Company as "Annexure-IV".

HUMAN RESOURCES: DRIVING PERFORMANCE, CAPABILITY & CULTURE

During FY 2025-26, the Human Resources function played

a pivotal role in strengthening Organizational Capability, enhancing Workforce Productivity, and building a future ready talent ecosystem. Key initiatives across Payroll, HR Operations, Learning & Development, Organization Development, and Talent Acquisition were strategically aligned to business priorities, enabling Operational Excellence and sustainable Growth.

21. ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended 31^st March, 2026 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

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.

CONFLICT OF INTERESTS

To ensure absolute transparency and the highest standards of corporate governance, all Directors provide annual disclosures regarding their external directorships and committee memberships, with timely updates provided as changes occur throughout the year.

This rigorous practice underpins the Companys commitment to identifying and preventing potential conflicts of interest. In line with statutory requirements and the Companys Code of Conduct, any Board Member having a personal interest or concern in a matter under discussion abstains from both the deliberation and the voting process for such transactions. This ensures that all Board decisions are made objectively and in the best interests of the Company and its stakeholders.

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 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 Board 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 Companys 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 Companys 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 various programmes.

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 Companys 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 Companys website: www.suratwwala. co.in and is attahced as Annexure-X.

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 2025-26 in accordance with the Companies Act 2013 and the rules made thereunder on the below mentioned dates:

• April 02, 2025

• May 25, 2025

• August 13, 2025

• August 19, 2025

• November 14, 2025

• February 12, 2026

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 attending	Attended
1. Jatin Dhansukhlal Suratwala	6	6
2. Manoj Dhansukhlal Suratwala	6	6
3. Hemaben Pankajkumar Sukhadia	6	5
4. Pramod Jain	6	6
5. Dimple Kirit Sanghvi	6	6
6. Shailesh Satish Kasegaonkar	6	6
7. Priyanka Mayuresh Oka	3	3

31. GENERAL MEETINGS:

During the year under review the Company conducted its 18^th Annual General Meeting on 30^th September, 2025 through means of Video Conferencing as per the guidelines issued by Ministry of Corporate affairs and Securities Exchange Board of India, respectively.

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-VI".

36. AUDITORS:

A. Statutory Auditors:

The members in the 16^th 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 16^th AGM until the conclusion of the 21^st 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 has appointed M/S Pusalkar & Co (CP. NO: - 23823) PCS 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 31^st March, 2026 in the Form MR-3 is enclosed and annexed as "Annexure-VII".

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. Joshi & Sahaney, Chartered Accountants, (FRN.: 104359W) were appointed as Internal Auditors of Company.

Internal Audit for the year ended March 31, 2026 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 UNDERTHESEXUAL 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 2025-26 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 our 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.

42. RELATED PARTY TRANSACTIONS:

All contracts, transactions and arrangements with the related party entered during the Financial year 2025-26 were on arms 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 Companys 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 Companys paid-up Equity Share Capital is in dematerialized form as on March 31, 2026.

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:

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 Companys 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 2025-26 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 Companys 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 Companys 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 3,63,78,948/- 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.

(Amount in

Particulars	2025-26	2024-25
Foreign Exchange Earnings 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 Companys business. The controls have been documented, digitized and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls selfassessment 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 Companys internal control over financial reporting as at March 31, 2026 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.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with Sections 124 and 125 of the Act, and the IEPF Rules, 2016, any dividend remains unpaid or unclaimed for seven years from the date of transfer to the Unpaid Dividend Account must be transferred to the Investor Education and Protection Fund (IEPF). This transfer includes any accrued interest where applicable.

During the financial year, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF).

51. GENERAL DISCLOSURE:

Your Directors 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.

There is no plan to revise the Financial Statements or Directors Report in respect of any previous financial years.

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

CYBER SECURITY

In view of the increasing incidence of cyber-attacks, the Companys cyber security systems are periodically reviewed, and its processes and technology controls are continuously strengthened in line with evolving threat scenarios. The Companys technology environment is supported by real-time security monitoring, with appropriate controls implemented across multiple layers, including end-user devices, network infrastructure, servers, applications, and data.

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 Ministry of Corporate Affairs, Government of India ("MCA") vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and 09/2024 dated, September 19, 2024, ("MCA Circulars") had allowed conduct of Annual General Meetings ("AGM") by Companies through Video Conferencing/ Other Audio-Visual Means ("VC/ OAVM") facility up to September 30, 2025, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020. Further, MCA vide General Circular No. 3/2025 dated September 22, 2025, has decided to allow companies to conduct their AGMs through VC/ OAVM, till further orders, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated May 05, 2020. The Securities and Exchange Board of India ("SEBI") also vide its Circular No. SEBI/HO/CFD/ CMD1 /CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024 ("SEBI Circulars") has provided certain relaxations from compliance with certain provisions of the SEBI Listing Regulations from printing and dispatching of Physical Copies of Annual Reports and to conduct the AGMs through VC/ OAVM. 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 31,2026, 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 Companys 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 Companys 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 Companys 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 Companys 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: 13.08.2026
PLACE: PUNE