Suratwwala Business Group Ltd Directors Report

To,

Dear Members,

Your Directors are pleased to present the 17 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, 2024. 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 operate 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 Companys Financial Performance for the year ended March 31,2024 is summarized below:

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	7,197.72	6,179.91	7,201.22	6,227.91
Operating Profit/(Loss) before Interest, Depreciation, Amortization and Taxes (EBITDA)	3,908.57	2,976.06	3,915.96	2,972.90
Depreciation and Amortization	31.89	19.29	36.85	19.29
Interest and finance charges	113.39	209.05	113.40	209.13
Other Income	63.09	18.28	60.16	18.28
Profit/(Loss) Before Tax (PBT)	3,763.29	2,747.71	3,765.72	2,744.48
Tax Expenses	982.34	627.73	986.32	628.18
Profit/(Loss) After Tax (PAT)	2,780.95	2,119.98	2,779.39	2,116.30
Exceptional Items	0	0	0	0
Add: Other Comprehensive Income	(20.66)	3.07	(20.66)	3.07
Profit/(Loss) after other Comprehensive Income	2,760.29	2,123.04	2,758.73	2,119.37
Earnings Per Share (in )	1.60	1.22	1.60	1.22

3. STATEMENT OF COMPANY AFFAIRS AND OPERATIONAL PERFORMANCE:

Overview:

Over the years, your Company has proven to be a reliable and successful provider in the Real Estate Industry. Your Company has consistently met and exceeded the needs of the clients in the fast faced and ever evolving field. With expertise and dedication, the Company has continued to be a trusted partner for Businesses providing top-notch Real Estate services.

In todays competitive business environment, your Companys focus on enhancing operational efficiencies, expanding market presence, and delivering exceptional customer service has yielded significant results. Real Estate business is constantly seeking immense importance contributing to Economic Growth, Infrastructure Development, and advancement in Innovation and Technology. As, a trusted provider for Real Estate Services your company has been experiencing growth in area of Commercial Sector across diverse property types such as Offices, Showrooms, Shops, and Restaurants.

Embracing technology and maintaining a reputation for excellence in service have also been crucial factors in capturing market opportunities and ensuring continued success in a competitive landscape. Similarly, it is also important to recognize that the despite the challenges we have effectively positioned ourselves to capitalize on evolving consumer preferences and market demands.

Looking ahead, your Company remains committed to driving sustainable growth and innovation within the Real state sector. We will continue to leverage our strengths in market expertise, strong customer base, and also technological advancements to navigate uncertainties and capitalize on emerging opportunities. By fostering a culture of adaptability and resilience, we are confident in our ability to achieve sustained success and deliver long-term value to our stakeholders in the dynamic Real Estate market.

Standalone Performance:

During the year under review your Company has reported a good rise in Total Income from Rs.7,260.81 Lakhs as compared to an amount of Rs.6,198.18 Lakhs earned in the previous Financial Year marking a growth of 17.14% .

The Company has recorded a Gross Profit before tax (PBT) of Rs.3,763.29 Lakhs as compared to Rs.2,747.71 Lakhs in the previous Financial Year marking a growth of 36.96% and the Profit After Tax (PAT) of Rs.2,780.95 Lakhs for the Financial Year as compared to Rs.2,119.98 Lakhs earned in the previous financial years marking a growth of 31.18%.

Consolidated Performance:

The Company has demonstrated consistent performance and operational efficiency throughout its tenure. The Consolidated revenue for the Financial Year under review amounts to Rs.7,261.38 Lakhs as compared to Rs.6,246.18 Lakhs in the previous financial year showing an upward trend of 16.25%.

The Company has recorded Profit before tax (PBT) of Rs.3,765.72 Lakhs as compared to a Profit before tax of Rs.2,744.48 Lakhs in the previous Financial Year marking a growth of 37.21%. Similarly, the Profit after Tax amounted to Rs.2,779.39 Lakhs for the Financial Year under review as compared to Rs.2,116.30 Lakhs earned in the previous Financial Year marking a growth of 31.33%.

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 Directors of your Company are of the view that as the Company is undergoing a period of growth, and Company on conservative basis has decided to retain internal accruals for the business and to further strengthen our Company operations and delegate the standard of services we provide and hence the Board of Directors has decided to forego any dividend payments for the current financial year.

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: February20,2023)	National Stock Exchange (Date of Listing: February20,2023)
Platform	Main Board	Main Board
Symbol	SBGLP	SBGLP
ISIN	INE05ST01028	INE05ST01028
Scrip Code	543218	NA

B. In anticipation of the Future Business plans and following the migration of the Company from BSE SME platform to Main Board and listing simultaneously on the main Board platform of National Stock Exchange Limited, your Company obtained various approvals by means of Postal Ballot and increased its Authorized Share Capital. The Following Changes were approved in the Share Capital structure of the Company during the Year under review:

Table 1: Postal Ballot Details for increase in Authorized Share Capital:

Sr. No Description	Particulars
1. Date of Sending Notice	February 20, 2024
2. Cut-off Date	February 16, 2024
3. E-Voting Start Date	February 21,2024
4 E-Voting end Date	March 21,2024

Table 2: Details for increase in Authorized Share Capital:

Sr. No Description	Particulars
1. Existing Authorized Share Capital	18,00,00,000 (1,80,00,000 Equity Shares of Rs.10 each)
2. Increased Authorized Share Capital	25,00,00,000 (25,00,00,000 Equity Shares of Rs.1 each)

The Company along with increase in its Authorized Share Capital also obtained approval from its members and implemented a Corporate action of split/ subdivision of its Equity Shares from Rs.10 per Equity share to Rs.1 per Equity Share in order to enhance liquidity and encourage greater retail participation. Your Company obtained various approvals by means of Postal Ballot to and successfully executed the Split of its Equity Shares.

This strategic initiative aims to make our shares more accessible to a broader investor base, thereby fostering increased trading activity and liquidity in the market. By reducing the face value of each share from Rs.10 Per share to Rs.1 per share, we aim to attract more retail investors who may find our shares more affordable and appealing for investment. This decision aligns with our commitment to shareholder value and market accessibility, positioning us favourably for sustained growth and investor confidence in the future.

Table 3: Postal Ballot Details for Split/Sub-division of Shares:

Sr. No Description	Particulars
1. Date of Sending Notice	February 20, 2024
2. Cut-off Date	February 16, 2024
3. E-Voting Start Date	February 21,2024
4 E-Voting end Date	March 21,2024

Table 4: Details on Split/Sub-division of Shares:

Sr. No Description	Amount ()
1. Existing Face Value of Equity Shares	Rs.10 per Equity Share
2. Face value of Equity Shares after split	Rs.1 per Equity Share
3. Paid Up Share Capital on the date of this Report	Rs.17,34,16,440/- (Rupees Seventeen Crores Thirty-Four Lakhs Sixteen Thousand Four Hundred and Forty Only) divided into 17,34,16,440 (Seventeen Crores Thirty-Four Lakhs Sixteen Thousand Four Hundred and Forty) equity share of 1/- each.

Following the Corporate Action taken by the Company of split of Equity Shares, the International Securities Identification Number i.e. ISIN of the Company was subsequently updated to INE05ST01028 from INE05ST01010 w.e.f. April 16, 2024.

Your Company is pleased to inform that all the necessary approvals from both the Stock Exchanges were obtained successfully to complete the process of Sub-division/split of Equity Shares of the Company.

Complete details regarding the Increase in the Authorized Share capital and Split of Equity Shares are also accessible on the companys 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 has achieved new heights during the FY 2023-24 and has established proven track record in the Real Estate Industry. The Company has been dedicated to prove solutions and uplift the quality of life. Over 19 years your Company has established a distinguished presence in the Real Estate sector specializing in development of Commercial projects including Lease out and Maintenance of properties developed by them in the District of Pune.

From crafting commercial spaces that cater to diverse business needs, we have consistently set benchmarks for excellence. Our expertise spans across planning, design, construction, and customer service, ensuring that each project reflects our dedication to precision, sustainability, and customer satisfaction.

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.

During the year, the Company obtained the "Registration Certificate of the Project- Suratwala Mark Plazzo, Building C,

D. and E"for the construction of structures under Commercial Development. This certificate was issued on December 27, 2023, by the Maharashtra Real Estate Regulatory Authority (Maha RERA).

During the year, your company successfully secured the Environmental Clearance certificate from the State Environment Impact Assessment Authority (SEIAA),

Maharashtra, for the commercial development of Project titled "Suratwala Mark Plazzo" at our site in Hinjewadi, Taluka Mulshi District, Pune. This clearance signifies our adherence to environmental regulations and commitment to sustainable construction practices.

The Directors of the Company are placing a strong emphasis on enhancing branding, marketing, and sales network initiatives. They are actively collaborating with professional agencies and leveraging internal expertise to bolster these efforts. Furthermore, the Directors are dedicated to positioning the brand Suratwala Business Group Limited as a symbol of trust, quality, and unwavering commitment in the industry.

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

Through the Managements Discussion and Analysis Report included in the Directors Report, the Board has aimed to present a comprehensive overview of the global economic environment, the current state of the Indian economy, and specifically, the prevailing conditions within the real estate sector in the country. These factors significantly influence the Companys business landscape and its broader interests within the industry. As we look to the future, we remain dedicated to expanding our portfolio, embracing new technologies, and continuing to uphold our reputation as a trusted leader in the real estate industry.

8. NATURE OF BUSINESS:

The Company has continued actively 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 Companys, and their adequacy, risk management systems and other material developments during the Financial Year 2023-24.

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 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 Non-Executive 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
Mrs. 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 Kirit 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 Chief Financial Officer of the Company. Mr. Satish Kale resigned from the position of Chief Financial Officer on October 5, 2023.

The Company in its Board Meeting held on October 5, 2023 appointed Mr. Deepak Kalera as the Chief Financial Officer of the Company. The required disclosures concerning appointments and resignations were duly submitted to the exchange.

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 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 March 31,2024 are as follows:

Name of the MP/KMP	Designation	Effective Date of Appointment
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	Chief Financial Officer	October 05, 2023
Ms. Prathama Nitin Gandhi	Company Secretary	August 12, 2019

12. Declaration by Non-Executive Independent Directors

As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies Act, 2013 and the rules made there under, your Company has duly received the declaration of Independence from all the Non-Executive Independent Directors during the Financial Year 2023-24 and that the said declarations were placed before the Board.

The Board further ensures that all the Non-Executive Independent Directors of the Company were/are eligible to be appointed as the Non-Executive Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Based upon the declarations received from the Non-Executive 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.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Non-Executive Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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 2023-24 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 Committees of the board play crucial roles in overseeing specific areas of governance and management within a company. These Committees are typically composed of Independent Directors who provide expertise and oversight in their respective areas. Through their specialized focus, Committees enhance transparency, accountability, and strategic decision-making processes within the organization.

The following are the Statutory Committees constituted by the Board in order to assist the Board functioning and according to their roles and defined scopes;

1. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, as on date of this report, the Board of Directors has constituted an Audit Committee comprising of 4 Directors as below.

Name of the Director	Category	Role in committee
Mr. Pramod Jain	Non-Executive - Independent Director- Chairperson	Chairman
Ms. Dimple Kirit Sanghvi	Non-Executive - Independent Director	Member
Mr. Jatin Dhansukhlal Suratwala	Executive Director	Member
Mr. Shailesh Satish Kasegaonkar	Non-Executive - Independent Director	Member

A. Number of Meetings:

During the Financial Year 2023-24 7 (Seven)

Meetings were conducted:

• May 25, 2023

• August 5, 2023

• August 14, 2023

• October 5, 2023

• November 7, 2023

• February 7, 2024

• February 13, 2024

B. The Role of the Audit Committee includes:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions;

g) Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a 449 [public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;

20. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

2. Nomination & Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 4 Directors as below:

Name of the Director	Category	Role in committee
Mr. Pramod Jain	Non-Executive Independent Director	Chairman
Ms. Dimple Kirit Sanghvi	Non-Executive Independent Director	Member
Mrs. Hemaben Pankajkumar Sukhadia	Non- Executive Director	Member
Mr. Shailesh Satish Kasegaonkar	Non-Executive Independent Director	Member

During the Financial Year 2023-24 3 (Three) Meetings were conducted:

• May 25, 2023

• August 14, 2023

• October 5, 2023

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178 is as per the Nomination and Remuneration Policy and the Terms & Conditions of appointment of Independent Directors as annexed here with this report as Annexure-The said policies are also available on the website of your Company at the weblink: www.suratwwala.co.in

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of 4 (four) Directors as below:

Name of the Director	Category	Role in committee
Ms. Dimple Kirit Sanghvi	Non-Executive - Independent Director	Chairman
Mr. Pramod Jain	Non-Executive - Independent Director	Member
Mr. Jatin Dhansukhlal Suratwala	Executive Director	Member
Mr. Shailesh Satish Kasegaonkar	Non-Executive - Independent Director	Member

During the Financial Year Stakeholders Relationship Committee conducted 2 (two) Meetings:

• May 25, 2023

• August 14, 2023

The Stakeholder Relationships Committee oversees all matters pertaining to investors of your Company. The terms of reference of the Investor Grievance Committee include the following:

• Redressal of shareholders/investorscomplaints;

• Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors complaints received and resolved during the Financial Year 2023-24 are as under:

No. of Investors Complaints Received during the Financial Year 2023-24	No. of Investors Complaints Pending during the Financial Year 2023-24	No. of Investors Complaints Resolved during the Financial Year 2023-24
NIL	NIL	NIL

4. Corporate Social Responsibility Committee (CSR):

In terms of Section 135 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 4 Directors as below:

Name of the Director	Category	Role in committee
Ms. Dimple Kirit Sanghvi	Non-Executive - Independent Director- Chairperson	Chairman
Mr. Manoj Dhansukhlal Suratwala	Whole- Time Director	Member
Mr. Jatin Dhansukhlal Suratwala	Executive Director	Member

During the Financial 2 (two) Meetings of the Corporate Social Responsibility committee were conducted:

• May 25, 2023

• August 14, 2023.

The CSR (Corporate Social Responsibility) Committee plays a pivotal role in overseeing the companys CSR initiatives and ensuring they align with the companys values and objectives The Companys Policy on Corporate Social Responsibility including the role of the Committee, CSR initiatives, monitoring and reporting, promotion the vision and objectives of the Company towards CSR is in align with Section 135 of the Companies Act 2013 and the same is attached as Annexure V to this report. The said policy is also available on the website of the Company www.suratwwala.co.in

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 2023-24.

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, there are no material subsidiaries of the Company.

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 Wholly-Owned Subsidiaries, Suratwwala Natural energy resources LLP and Suratwwala Royyal Hill Properties LLP.

"Suratwwala Natural Energy Resources LLP" specializes in solar power generation. Our 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. We operate 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."

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".

21. ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended March 31, 2024 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 1, 2022 and thereafter, the Company had prepared the Financial Statements for the year ended March 31,2023 & March 31,2024 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 Non-Executive 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 Non-Executive 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:

There has been one material change in the Financial Position of the Company occurred between the end of the Financial Year. The Company recently implemented a corporate action of split/sub-division of its Equity Shares from Rs.10 per Equity share to Rs.1 per Equity Share in order to enhance liquidity and encourage greater retail participation. Your Company obtained various approvals by means of Postal Ballot to and successfully executed the split/sub-division of its Equity Shares. The details of which are as follows:

Date of Sending Notice	February 20, 2024
Cut-off Date	February 16, 2024
E-Voting Start Date	February 21,2024
E-Voting end Date	March 21,2024

This strategic initiative aims to make our shares more accessible to a broader investor base, thereby fostering increased trading activity and liquidity in the market. By reducing the face value of each share from Rs.10 Per share to Rs.1 per share, we aim to attract more retail investors who may find our shares more affordable and appealing for investment. This decision aligns with our commitment to shareholder value and market accessibility, positioning us favourably for sustained growth and investor confidence in the future.

Following the Corporate action taken by the Company of split/sub-division of Equity Shares, the International Securities Identification Number i.e. ISIN of the Company was subsequently updated to INE05ST01028 from INE05ST01010 w.e.f. April 18, 2024.

Your Company is pleased to inform that all the necessary approvals from both the Stock Exchanges were obtained successfully to complete the process of split/sub-division of Equity Shares of the Company.

Complete details regarding the Increase in the Authorized Share capital and Split of Equity Shares are also accessible on the companys website www.suratwwala.co.in

Apart from the above as disclosed, 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:

The following are the details of your Companys Registrar and Share Transfer Agent:

Name: Link 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: pune@linkintime.co.in Website: https://www.linkintime.co.in

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 Non-Executive 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

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 8 (Eight) meetings of the Board of Directors of the Company were held during the Financial Year 2023-24 in accordance with the Companies Act 2013 and the rules made thereunder on the below mentioned dates:

• May 25, 2023

• August 5, 2023

• August 14, 2023

• October 5, 2023

• November 7, 2023

• February 7, 2024

• February 13, 2024

• March 29, 2024

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:

Name of Director	No. of Board Meetings
	Eligible for attending	Attended
Mr. Jatin Dhansukhlal Suratwala	8	8
Mr. Manoj Dhansukhlal Suratwala	8	8
Mrs. Hemaben Pankajkumar Sukhadia	8	5
Mr. Pramod Jain	8	8
Ms. Dimple Kirit Sanghvi	8	6
Mr. Shailesh Satish Kasegaonkar	6	6

31. General Meetings:

During the year under review the Company conducted its 16^th Annual General Meeting on September 30, 2023 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 Authorized Share Capital and for Split/Sub-division of Shares:

Apart from the Annual General Meeting the Company had passed the certain Resolutions by way of Postal Ballot for increase in its Authorized Share Capital and for Split/ Subdivision of Shares, which required urgent attention and approval from the Members, of the Company. The details of which are as follows:

Sr. No Description	Particulars
1. Date of Sending Notice	February 20, 2024
2. Cut-off Date	February 16, 2024
3. E-Voting Start Date	February 21,2024
4 E-Voting end Date	March 21,2024

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-VII".

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 Mr. Shridhar Phadke, from SVP & ASSOCIATES, PCS having Certificate of Practice No. 18622 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 March 31,2024 in the Form MR-3 is enclosed and annexed as "Annexure-VIII".

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 Auditor of Company.

Internal Audit for the year ended March 31, 2024 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 2023-24 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 Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

40. CORPORATE SOCIAL RESPONSIBILITY:

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-V",. 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 companyunder 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.

The Company has made investment in Mutual Funds to the extent of Rs.1,29,52,308/- during the Financial Year 2023-24.

42. RELATED PARTY TRANSACTIONS:

All contracts, transactions and arrangements with the related party entered during the Financial year 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.

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 at www.suratwwala.co.in.

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 members 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 31,2024.

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 and Chief Financial Officer during the Financial

Year 2023-24, ratio of the 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 is 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 2023-24 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 LLP, a wholly owned 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.

(iii) Capital investment on energy conservation equipment.

Throughout the year, the Company has invested Rs.44 lakhs 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	2023-24	2022-23
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, 2024 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 (SEBIO, 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 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.

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. 09/2023 dated September 25, 2023 and 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 and SEBI /HO/CFD/ CFD-POD-2/P/CIR/ 2023/167 dated October 7, 2023 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, 2024. 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 31,2024, 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 Directors thank the Companys customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support.

The Directors also thank the Government of India, Regulators & the Exchanges, Depositories and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the SBGL family, for making the Company what it is.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR SURATWWALA BUSINESS GROUP LIMITED
Sd/-	Sd/-
JATIN D. SURATWALA	MANOJ D. SURATWALA
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 01980329	DIN: 01980434
DATE: AUGUST 23, 2024
PLACE: PUNE