Suraj Estate Developers Limited - Proxy Solicitation & Information Statement 2024

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September 04, 2024

To To National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block BandraPhiroze Jeejeebhoy Towers Kurla Complex, Bandra (East) Mumbai – 400 21[st] Floor, Dalal Street 051 Mumbai – 400 001 NSE Symbol: SURAJEST BSE Scrip Code: 544054

Sub.: Corrigendum to the Notice of Extra Ordinary General Meeting

Dear Sir/ Madam,

In reference to the captioned subject matter and in continuation to our intimations dated 22[nd] August 2024, we are submitting herewith the Corrigendum to the Notice of the (01/2024-25) Extra-Ordinary General Meetjng ('EGM') of Suraj Estate Developers Limited ("the Company') which is scheduled to be held on Saturday, 14[th] September, 2024 through Video Conferencing (VC)/ Other Audio Visual Means (AVM) to transact the Businesses mentioned in the EGM Notice.

The corrigendum to the notice of EGM has been circulated to the members of the company, today, i e 04[th] September, 2024 and is enclosed herewith for your reference

Except the changes mentioned in the Corrigendum as stated in Annexure-A to this letter all information and contents as set out in the EGM Notice dated 22[nd ] August, 2024 including the resolutions to be considered thereat remain unchanged. The Corrigendum to the EGM Notice is available on the Company's website at www.surajestate.com and on the website of the Stock Exchange where the Company's Equity Shares are listed i.e. www.bseindia com and www.nseindia.com

Accordingly, all the concerned Shareholders, Stock Exchange, Depositories, Registrar and share Transfer Agent, Agencies appointed for e-voting, other Authorites, Regulators and all other concerned persons are requested to take note of the aforesaid correction.

Kindly take the aforesaid information on record and oblige.

Thanking you,

Yours sincerely,

For Suraj Estate Developers Limited

Digitally signed by Shivil Kapoor Shivil Kapoor Date: 2024.09.04 21:08:08 +05'30'

Shivil Kapoor

Company Secretary & Compliance officer

ICSI Membership No.: F11865

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ANNEXURE-A

CORRIGENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING OF SURAJ ESTATE DEVELOPERS LIMITED

The (01/2024-25) Extra-Ordinary General Meeting (“EGM”) of the Members of Suraj Estate Developers Limited (“the Company”) is scheduled to be held on Saturday, 14[th] September, 2024 at 03:30 P.M. onwards through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).

The Notice of the EGM was dispatched to the Shareholders of the Company on 22[nd] August, 2024, in due compliance with the provisions of the Companies Act, 2013 (“Act”), and rules made thereunder, read with relevant Circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.

i) Further, it had come to the knowledge of the company that below mentioned proposed Allottees to whom 69,060 Equity Shares were proposed to be issued on Preferential Basis, subject to approval of the shareholders, have been disqualified pursuant to contravention of Regulation 159 and other applicable provisions of Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”):

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Sr Name of Disqualified Proposed Category (Promoter/ Non - No. Equity
No. Allottes Promoter) Shares
1 Paresh Setu Non - Promoter 30,000
2 Deesha Dinesh Kanabar Non - Promoter 15,000
3 Ripudaman Datta Non-Promoter 7,000
4 Sona Enterprise Non - Promoter 5,860
5 A Arthi Non - Promoter 5,000
6 Shreeji Capital and Finance Non - Promoter 5,000
Limited
7 Ajay Raj patkar Non - Promoter 500
8 Kalpana Patkar Non - Promoter 500
9 Alisha Patkar Non – Promoter 200
Total 69,060
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In view of the above disqualification, the Preferential Issue Committee (“PI Committee”) of the Board of Directors of the Company, pursuant to the powers delegated to it by the Board of Directors of the Company in its meeting held on 19[th] August, 2024, has proposed the said 69,060 Equity Shares which were earlier

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proposed to be allotted to above mentioned allottees shall now be allotted to the Allottees as mentioned below subject to approval of the Shareholders.

Accordingly, in the Resolution No. 1 and Item No. 1 in explanatory statement of the Notice of EGM, the allotees who have been disqualified, are being removed and the 69,060 Equity shares shall now be issued to below mentioned allottees on the preferential issue basis. Hence, following changes are made in Resolution No. 1 of the Notice and Item No. 1 in explanatory statement: -

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Sr Name of New Proposed Ultimate Beneficial Category No. Equity
No. Allottes Owner (UBO) (Promoter/ Non - Shares
Promoter)
1 Umang Jhunjhunwala HUF Umang Non - Promoter 31,200
Jhunjhunwala
2 Madhusudan Budhia HUF Madhusudan Budhia Non - Promoter 10,000
3 Bhawana Datta NA Non – Promoter 7,000
4 Pulakeshin Private Limited Ankur B Shah Non - Promoter 6,500
5 Vandana Jaikishan Advani NA Non - Promoter 5,860
6 Altra Tek Finishing Private Kunal Madhu More Non - Promoter 5,000
Limited
7 Dineshkumar Kantilal Shah NA Non - Promoter 3,500
Total 69,060
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ii) Further, certain inadvertent and typographical errors in the name of Ultimate Beneficial Owner (UBO) of Keemtee Financial Services Limited which was mentioned as Pawan Mallawat shall stand replaced with Himanshu Pawan Mallawat in Item No. 1 of Explanatory Statement, Point No. n in the table under column “Ultimate Beneficial Owners” and addition of below mentioned Ultimate Beneficial Owners of revised Proposed Allottees is added under the column “Ultimate Beneficial Owners” :

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4	Altra Tek Finishing Private Limited	Kunal Madhu More	Non - Promoter	5,000

iii) Further, there were certain additions to the pre preferential shareholding of UBO and proposed allotees in Item No.1, point n of Explanatory Statement which are stated below:

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Ultimate Pre- Post-
Maximum
SR. NAME OF THE PROPOSED Beneficial preferential preferential
Amount / Up
NO. ALLOTTEES Owners allotment allotment
to (Rs.)
(‘UBO’) Shareholding Shareholding
% % # @
1 Govindarajan - 57,12,000 0.001 0.02
2 Duraiswamy Nandakumar - 35,70,000 0.023 0.03
3 Kanaiyalal Gurumukhdas Khaneja -
24,99,000 0.004 0.01
4 Khaneja Monikaben Kanaiyalal -
24,99,000 0.003 0.01
5 Rahul K Khaneja -
24,99,000 0.00016 0.01
6 Somiya Rahul Khaneja -
24,99,000 0.005 0.01
7 Vinay Hariram Madnani -
49,98,000 0.0000247 0.1
ACS Capital Market Academy LLP Kesvapillai
8
Annamalai 1,07,10,000 0.027 0.03
Jayant Lalji Shah HUF Jayant Lalji
9
Shah 89,25,000 0.022 0.02
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iv) Further, in order to bring clarity with respect to the objects of the proposed issue in point c of Item No.1 and Point c of Item No. 2 of Explanatory Statement further details are provided which shall be read as follows:

point c of Item No.1 of Explanatory Statement:

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Sr. Particulars Estimated estimated Total estimated Tentative
No. amount to be amount to be amount to be timelines for
utilised for utilised for each utilised for each utilization of
each of the of the Objects by of the Objects Issue Proceeds
Objects by any of its (Rs. In Crores) from the date of
Company Subsidiaries receipt of funds
(Rs. In (Rs. In Crores)
Crores)
1. Payment towards 50.00 125.00 175.00 within 12 to 18
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acquisition of Land / months
Land Development
Rights by the Company
and its Subsidiaries
including acquisition of
stake/shares in entities
owning land
2. Working Capital 20.00 113.25 133.25 within 12 to 18
Requirements of the months
Company and its
Subsidiaries
3. General Corporate 40.00 50.00 90.00 within 12 to 18
Purposes of the months
Company and its
Subsidiaries
4. Issue related expenses 2.00 - 2.00 within 12 to 18
months
Total 112.00 288.25
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Point c of Item No. 2 of Explanatory Statement:

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Sr. Particulars Total Total estimated Total estimated Tentative
No. estimated amount to be amount to be timelines for
amount to be utilised for each utilised for each utilization of
utilised for of the Objects of the Objects Issue Proceeds
each of the (Rs. In Crores) by (Rs. In Crores) from the date of
Objects any of its receipt of funds
subsidiaries
(Rs. In
Crores) by
the Company
1. Payment towards - 25.00 25.00 within 12 to 18
acquisition of Land / months
Land Development
Rights by the Company
and its Subsidiaries
including acquisition of
stake/shares in entities
owning land
2. Working Capital 50.00 - 50.00 within 12 to 18
Requirements of the months
Company and its
Subsidiaries
3. General Corporate 24.75 - 24.75 within 12 to 18
Purposes of the months
Company and its
Subsidiaries
Total 74.75 25.00 99.75
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v) Further due above changes there is change in the pre issue and post issue shareholding pattern of the Company in point r in Item No. 1 and point r in item No. 2 of Explanatory Statement which shall be read as follows:

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Point r of Item 1 and Point
r of Item 2 of Explanatory
Pre-Issue Post Issue # @
statement
% of
Sr. No. of Equity % of No. of Equity
Category Sharehold
No. Shares Shareholding Shares
ing
Promoter and
A. Promoter Group
Shareholders
1 Indian
a) Individuals / HUF 3,17,49,800 71.57 3,17,49,800
61.89
b) Bodies Corporate 15,00,000 3.38 15,00,000
2.92
c) Others - - -
-
Sub-total (A1) 3,32,49,800 74.95 3,32,49,800
64.82
2 Foreign - - -
-
a) Bodies Corporate - - -
-
Sub-total (A2) - - -
-
Total Promoters and
Promoters Group (A 3,32,49,800 74.95 3,32,49,800
64.82
= A1 + A2)
Non-Promoter /
B.
Public Shareholders
1 Institutional Investors 16,64,484 3.75 28,46,436
5.55
2 Non-institution
a) Bodies corporate 32,51,702 7.33 36,51,902
7.12
b) Directors and relatives - -
c) Indian public 54,41,507 12.27 1,07,95,097
21.04
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Others(including	7,53,618	1.70	7,53,618	1.47
NRIs)
Total Non-Promoter/	1,11,11,311	25.05	1,80,47,053	35.18
Public Shareholders(B)
Grand Total (A+B)	4,43,61,111	100	5,12,96,853	100

In order to update the above disclosures in the EGM Notice and few other minor modifications / updates, this corrigendum (“Corrigendum”) is issued to clarify and inform the members about modifications, which have been updated in the EGM Notice by way of suitable disclosures and footnotes at relevant places.

Accordingly, the Company has issued the Corrigendum dated September 04, 2024 to EGM Notice and EGM Notice is updated in order to update the above-stated disclosures in the EGM Notice (“Updated EGM Notice”).

This Corrigendum is being issued to give Notice to the Shareholders to modify the details as mentioned herein in the Resolution No. 1 and Explanatory Statement as set forth in item No. 1 and item No.2 to the EGM Notice dated 22[nd] August, 2024.

This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company, and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. All other contents of the EGM Notice, save and except as modified or supplemented by Corrigendum, shall remain unchanged.

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UPDATED NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE

NOTICE is hereby given that an 01/2024-25 Extra-Ordinary General Meeting of the Members of Suraj Estate Developers Limited will be held on Saturday, September 14, 2024 at 03:30 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), to transact the following business:

SPECIAL BUSINESS

1. Preferential Issue of Equity Shares on Private Placement basis:

To consider and, if thought fit, to pass the following resolution as a Special Resolution

“RESOLVED THAT pursuant to Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any amendment(s), statutory modification(s) or reenactment thereof for the time being in force) (“the Act”) and the enabling provisions of the Memorandum of Association (“MOA”)and Articles of Association (“AOA”)of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”) , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR), Regulations”) and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (Takeover) Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”) , Ministry of Corporate Affairs (“MCA”) , Securities and Exchange Board of India (“SEBI”) and the Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) and/ or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and-or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorized by the Board or its Committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot from time to time, in one or more tranches, up to 56,05,742 (Fifty-Six Lakh Five Thousand Seven Hundred Forty-Two) Equity Shares the face value of Rs.5/- (Rupees Five only) each, for cash at Issue price of Rs. 714/- (Rupees Seven Hundred and Fourteen only) each, i.e. at a premium of Rs. 709/- (Rupees Seven Hundred Nine only) per share, aggregating to Rs. 400,24,99,788 (Rupees Four Hundred Crores Twenty-Four Lakhs Ninety Nine Thousand Seven Hundred and Eighty Eight only)

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to the proposed allottees as mentioned below on preferential basis in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and/or on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the members.

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NO. OF
EQUITY
SHARES
PROPOSED
TO BE
NAME OF THE CATEGORY ALLOTTED Face
SR. PROPOSED (PROMOTER/ @ Rs. 714/- Valu Share Premium Total amount
NO ALLOTTEES NON Per Equity e Amount @ Rs. @Rs. 714/- per
. (Note 1) PROMOTER) Shares (Rs.) 709/- per share share
Keemtee
Financial
Services Non
1 Limited Promoter 5,60,580 5 39,74,51,220 40,02,54,120
Ovata Equity
Strategies Non
2 Master Fund Promoter 4,11,372 5 29,16,62,748 29,37,19,608
Vanaja Sundar Non
3 Iyer Promoter 3,00,000 5 21,27,00,000 21,42,00,000
Sameer
Shantilal Non
4 Muttha Promoter 3,00,000 5 21,27,00,000 21,42,00,000
Jitendra
Rasiklal Non
5 Sanghavi Promoter 2,80,000 5 19,85,20,000 19,99,20,000
Ajay Non
6 Upadhyaya Promoter 2,10,000 5 14,88,90,000 14,99,40,000
Greyhound
Enterprises Non
7 Pvt Ltd Promoter 2,00,000 5 14,18,00,000 14,28,00,000
Rasiklal P Non
8 Sanghavi HUF Promoter 1,40,000 5 9,92,60,000 9,99,60,000
Narayana
Trading & Non
9 Investments Promoter 1,00,000 5 7,09,00,000 7,14,00,000
Jayantibhai
Virjibhai Non
10 Babriya Promoter 1,00,000 5 7,09,00,000 7,14,00,000
Sanket
Rameshchand Non
11 ra Shah Promoter 1,00,000 5 7,09,00,000 7,14,00,000
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Non
12 Rakesh Laroia Promoter 1,00,000 5 7,09,00,000 7,14,00,000
Non
13 Pavni Singla Promoter 98,000 5 6,94,82,000 6,99,72,000
Vivek
Ramvilas Non
14 Agarwal Promoter 84,000 5 5,95,56,000 5,99,76,000
Vikasa India Non
15 EIF I Fund Promoter 75,000 5 5,31,75,000 5,35,50,000
Amit Heman Non
16 Aidasani Promoter 73,500 5 5,21,11,500 5,24,79,000
Veena Amit Non
17 Aidasani Promoter 73,500 5 5,21,11,500 5,24,79,000
Hardik Bharat Non
18 Patel Promoter 70,100 5 4,97,00,900 5,00,51,400
Gyanchand Non
19 Mehta Promoter 70,100 5 4,97,00,900 5,00,51,400
Absolute
Returns Non
20 Scheme Promoter 70,000 5 4,96,30,000 4,99,80,000
Vijay B Shah Non
21 HUF Promoter 70,000 5 4,96,30,000 4,99,80,000
Shridhar P Non
22 Iyer Promoter 70,000 5 4,96,30,000 4,99,80,000
Gautam Raj Non
23 Shroff Promoter 70,000 5 4,96,30,000 4,99,80,000
Keya Vimal Non
24 Salot Promoter 70,000 5 4,96,30,000 4,99,80,000
Saumik
Ketankumar Non
25 Doshi Promoter 70,000 5 4,96,30,000 4,99,80,000
Paulomi
Ketankumar Non
26 Doshi Promoter 70,000 5 4,96,30,000 4,99,80,000
Blue Lotus
Capital Multi Non
27 Bagger Fund II Promoter 65,000 5 4,60,85,000 4,64,10,000
Non
28 Naresh Saraaf Promoter 50,000 5 3,54,50,000 3,57,00,000
Narayan Non
29 Chand Rathi Promoter 50,000 5 3,54,50,000 3,57,00,000
Dilkush
Textiles Pvt Non
30 Ltd Promoter 50,000 5 3,54,50,000 3,57,00,000
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Non
31 Arun R. Sheth Promoter 50,000 5 3,54,50,000 3,57,00,000
Mrinalini Non
32 Sheth Promoter 50,000 5 3,54,50,000 3,57,00,000
Umang Non
33 Jhunjhunwala Promoter 42,000 5 2,97,78,000 2,99,88,000
Surabhi Non
34 Jhunjhunwala Promoter 42,000 5 2,97,78,000 2,99,88,000
Kalpanaben
Arvindkumar Non
35 Mehta Promoter 35,000 5 2,48,15,000 2,49,90,000
Shilpa
Nareshbhai Non
36 Mehta Promoter 35,000 5 2,48,15,000 2,49,90,000
Hansaben
Kanakkumar Non
37 Mehta Promoter 35,000 5 2,48,15,000 2,49,90,000
Umang
Jhunjhunwala Non
38 HUF Promoter 31200 5 2,21,20,800 2,22,76,800
Bhagwanji
Somchand Non
39 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Haresh
Somchand Non
40 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Jitendra
Somchand Non
41 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Jigar
Zaverchand Non
42 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Muktaben
Zaverchand Non
43 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Binota Haresh Non
44 Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Bharti Non
45 Jitendra Shah Promoter 30,000 5 2,12,70,000 2,14,20,000
Non
46 Harsh Bang Promoter 30,000 5 2,12,70,000 2,14,20,000
Osiris Infotech
Private Non
47 Limited Promoter 30,000 5 2,12,70,000 2,14,20,000
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Non
48 Manish Dhoot Promoter 30,000 5 2,12,70,000 2,14,20,000
Accufolio Non
49 Risers LLP Promoter 30,000 5 2,12,70,000 2,14,20,000
Harsha Sanjay Non
50 Siroya Promoter 28,000 5 1,98,52,000 1,99,92,000
Usha Non
51 Jhunjhunwala Promoter 28,000 5 1,98,52,000 1,99,92,000
Srushti
Raakeshh Non
52 Surekaa Promoter 28,000 5 1,98,52,000 1,99,92,000
Non
53 Kavita Berry Promoter 23,810 5 1,68,81,290 1,70,00,340
Amitkumar
Kantilal Non
54 Thakkar Promoter 21,000 5 1,48,89,000 1,49,94,000
Anuradha
Multitrade Pvt Non
55 Ltd Promoter 21,000 5 1,48,89,000 1,49,94,000
Mital Ratilal Non
56 Shah Promoter 20,000 5 1,41,80,000 1,42,80,000
Varun Non
57 Jitendra Shah Promoter 20,000 5 1,41,80,000 1,42,80,000
Karan Jitendra Non
58 Shah Promoter 20,000 5 1,41,80,000 1,42,80,000
Supriya Vivek Non
59 Agarwal Promoter 20,000 5 1,41,80,000 1,42,80,000
Ratilal
Somchand Non
60 Shah Promoter 15,000 5 1,06,35,000 1,07,10,000
Esha Jigar Non
61 Shah Promoter 15,000 5 1,06,35,000 1,07,10,000
Goenka Non
62 Sanjay Promoter 15,000 5 1,06,35,000 1,07,10,000
Ramavtar Non
63 Goenka Promoter 15,000 5 1,06,35,000 1,07,10,000
Abhay Non
64 Agarwal Promoter 15,000 5 1,06,35,000 1,07,10,000
Non
65 Vijay Devnani Promoter 15,000 5 1,06,35,000 1,07,10,000
Pawan Kumar Non
66 Bansal Promoter 15,000 5 1,06,35,000 1,07,10,000
Bhaveen Non
67 Ramesh Shah Promoter 15,000 5 1,06,35,000 1,07,10,000
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Non
68 Sanjay Kothari Promoter 15,000 5 1,06,35,000 1,07,10,000
ACS Capital
Market Non
69 Academy LLP Promoter 15,000 5 1,06,35,000 1,07,10,000
Chandrakant Non
70 Sanghavi Promoter 15,000 5 1,06,35,000 1,07,10,000
Vivid Visions Non
71 Trexim Pvt Ltd Promoter 14,000 5 99,26,000 99,96,000
Harit Exports
Private Non
72 Limited Promoter 14,000 5 99,26,000 99,96,000
Prabhudas
Lilladhar
Advisory
Services
Private Non
73 Limited Promoter 14,000 5 99,26,000 99,96,000
Non
74 Shiv Sehgal Promoter 14,000 5 99,26,000 99,96,000
Non
75 Lavina Nahar Promoter 14,000 5 99,26,000 99,96,000
Sushila Non
76 Makhija Promoter 14,000 5 99,26,000 99,96,000
Karishmma Non
77 Advani Promoter 13,850 5 98,19,650 98,88,900
Bharti Anil Non
78 Shah Promoter 12,500 5 88,62,500 89,25,000
Anil Vasanji Non
79 Shah HUF Promoter 12,500 5 88,62,500 89,25,000
Javerben Lalji Non
80 Shah Promoter 12,500 5 88,62,500 89,25,000
Jayant Lalji Non
81 Shah HUF Promoter 12,500 5 88,62,500 89,25,000
Lalji Nanji Non
82 Shah HUF Promoter 12,500 5 88,62,500 89,25,000
Lalji Nanji Non
83 Shah Promoter 12,500 5 88,62,500 89,25,000
Shailvi Non
84 Shailesh Shah Promoter 12,500 5 88,62,500 89,25,000
Yashvi Dinesh Non
85 Shah Promoter 12,500 5 88,62,500 89,25,000
Avadh
Rajeshkumar Non
86 Pujara Promoter 10,500 5 74,44,500 74,97,000
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Monika
Ravikumar Non
87 Thakkar Promoter 10,500 5 74,44,500 74,97,000
Dhananjay Non
88 Shahi Promoter 10,000 5 70,90,000 71,40,000
Murari Lal Non
89 Lashkery Promoter 10,000 5 70,90,000 71,40,000
Vasudev
Mahirwan Non
90 Hemrajani Promoter 10,000 5 70,90,000 71,40,000
Mazhar Non
91 Hussain Arif Promoter 10,000 5 70,90,000 71,40,000
Yasir Juzer Non
92 Varawala Promoter 10,000 5 70,90,000 71,40,000
Senthilkumar Non
93 Vivitha Promoter 10,000 5 70,90,000 71,40,000
Non
94 Anish Prajivan Promoter 10,000 5 70,90,000 71,40,000
Navkar Non
95 Ventures Promoter 10,000 5 70,90,000 71,40,000
Madhusudan Non
96 Budhia HUF Promoter 10000 5 70,90,000 71,40,000
Non
97 Ruhee Advani Promoter 9,700 5 68,77,300 69,25,800
Govindarajan
Narayanaswa Non
98 my Promoter 8,000 5 56,72,000 57,12,000
Nikulkumar
Manubhai Non
99 Thakkar Promoter 7,000 5 49,63,000 49,98,000
10 Thakarshi Non
0 Keshavji Gada Promoter 7,000 5 49,63,000 49,98,000
Shailesh
10 Sankalchand Non
1 Sanghvi Promoter 7,000 5 49,63,000 49,98,000
10 Non
2 Foram Parikh Promoter 7,000 5 49,63,000 49,98,000
10 Vinay Non
3 Madnani Promoter 7,000 5 49,63,000 49,98,000
10 Sagar Non
4 Gwallani Promoter 7,000 5 49,63,000 49,98,000
10 Pooja Non
5 Chaudhri Promoter 7,000 5 49,63,000 49,98,000
10 Non
6 Vinay Anand Promoter 7,000 5 49,63,000 49,98,000
----- End of picture text -----

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----- Start of picture text -----

10 Siddharth Non
7 Goliya Promoter 7,000 5 49,63,000 49,98,000
10 Abhimanyu Non
8 Bhalla Promoter 7,000 5 49,63,000 49,98,000
10 Bhawana Non
9 Datta Promoter 7,000 5 49,63,000 49,98,000
11 Tushar Non
0 Narayan Raul Promoter 7,000 5 49,63,000 49,98,000
11 Virti Mulen Non
1 Shah Promoter 7,000 5 49,63,000 49,98,000
11 Non
2 Rajkumar Jain Promoter 7,000 5 49,63,000 49,98,000
11 Deepak Non
3 Ramuka Promoter 7,000 5 49,63,000 49,98,000
Pulakeshin
11 Private Non
4 Limited Promoter 6500 5 46,08,500 46,41,000
Vandana
11 Jaikishan Non
5 Advani Promoter 5,860 5 41,54,740 41,84,040
11 Laxman Ram Non
6 Moorjani Promoter 5,000 5 35,45,000 35,70,000
11 Duraiswamy Non
7 Nandakumar Promoter 5,000 5 35,45,000 35,70,000
Altra Tek
Finishing
11 Private Non
8 Limited Promoter 5000 5 35,45,000 35,70,000
11 Non
9 Arvind Singla Promoter 4,900 5 34,74,100 34,98,600
12 Kanaiyalal Non
0 Khaneja Promoter 3,500 5 24,81,500 24,99,000
Monika
12 Kanaiyalal Non
1 Khaneja Promoter 3,500 5 24,81,500 24,99,000
12 Rahul K Non
2 Khaneja Promoter 3,500 5 24,81,500 24,99,000
12 Somiya Rahul Non
3 Khaneja Promoter 3,500 5 24,81,500 24,99,000
12 Non
4 Prince Nahata Promoter 3,500 5 24,81,500 24,99,000
12 Hastimal Non
5 Sancheti Promoter 3,500 5 24,81,500 24,99,000
12 Sheela Non
6 Goenka Promoter 3,500 5 24,81,500 24,99,000
----- End of picture text -----

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12 Dineshkumar Non
7 Kantilal Shah Promoter 3500 5 24,81,500 24,99,000
12 Non
8 Mayank Arora Promoter 3,070 5 21,76,630 21,91,980
Ankit
12 Heerachand Non
9 Ranawat Promoter 2,800 5 19,85,200 19,99,200
Sanjay
13 Ghanshyam Non
0 Patel Promoter 2,800 5 19,85,200 19,99,200
13 Akhil Prakash Non
1 Bafna Promoter 2,800 5 19,85,200 19,99,200
13 Manoj Suresh Non
2 Jain Promoter 2,800 5 19,85,200 19,99,200
13 Non
3 Priya Mehta Promoter 2,800 5 19,85,200 19,99,200
FG Glass
13 Industries Pvt Non
4 Ltd Promoter 700 5 4,96,300 4,99,800
56,05,742 3,97,44,71,078 4,00,24,99,788
----- End of picture text -----

Note 1 : For changes please refer to Point I of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting.

RESOLVED FURTHER THAT the Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations for determination of the issue price of Equity Shares is August 14, 2024 i.e. 30 days prior to the date of passing of the Special Resolution in the Extra-Ordinary General Meeting.

RESOLVED FURTHER THAT the offer, issue, and allotment of the aforesaid Equity Shares to the proposed allottees shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

a) The Allottee shall be required to bring in 100% of consideration, for the relevant Equity Shares to be allotted on or before the date of allotment hereof;
b) The consideration for allotment of relevant Equity Shares shall be paid to the Company by the proposed allottees from their respective bank accounts;
c) The Equity Shares so allotted to the proposed allottees under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI (ICDR) Regulations, except to the extent and in the manner permitted there under;
d) Allotment of the Equity Shares shall only be made in dematerialized form;
e) The allotment of Equity Shares shall be completed within a period of 15 days from the date of passing of this resolution, provided that where the allotment is pending on account of pendency of any approval by any regulatory authority, or the Central Government, then, the allotment shall be completed within 15 days from the date of receipt of such approval;

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f) The Equity Shares proposed to be issued shall rank pari passu with the existing Equity Shares of the Company in all respects and that the Equity Shares so allotted shall be entitled to the dividend declared, if any, including other corporate benefits, if any;
g) The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and pursuant to the provisions of the Memorandum of Association and Articles of Association of the Company;
h) The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to make an offer to the proposed allottees through Private Placement Offer cum Application letter (In the format of “Form PAS-4”) immediately after passing of this resolution with a stipulation that allotment would be made only upon receipt of in-principal approval from the stock exchanges in which Equity Shares of the Company are listed.

RESOLVED FURTHER THAT pursuant to the provisions of SEBI (ICDR) Regulations and other applicable laws, the Board be and is hereby authorized to decide, approve, vary, modify and alter the terms and conditions of the issue of the Equity Shares, as it may, in its sole and absolute discretion deem fit within the scope of this approval of Members and expedient and to make an offer to the Allottees through Private Placement Offer cum Application letter in Form PAS- 4 as prescribed under the Companies Act, 2013, without being required to seek any further consent or approval of the Members .

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation (i) to vary, modify or alter any of the relevant terms and conditions, attached to the Equity Shares to be allotted to the proposed allottees for effecting any modifications, changes, variations, alterations, additions and/ or deletions to the Preferential Issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the Equity Shares, (ii) making applications to the Stock Exchanges for obtaining in-principle approvals, listing of shares, (iii) filing requisite documents with the Ministry of Corporate Affairs, and other regulatory authorities, (iv) filing of requisite documents with the depositories, (v) to resolve and settle any questions and difficulties that may arise in the preferential offer, (vi) issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents and to authorize such persons as may be necessary, in connection therewith and incidental thereto as the Board of Directors in its absolute discretion shall deem fit without being required to seek any fresh approval of members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and application for in-principle approval, listing approval thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, filing requisite documents with the Ministry of Corporate Affairs and other regulatory authorities, filing of requisite documents with the depositories, issue and allotment of the Equity Shares and take all other steps

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which may be incidental, consequential, relevant or ancillary in this connection and to give effect to any modification to the foregoing and that the decision of the Board of Directors shall be final and conclusive.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to delegate all or any of its powers conferred upon it by these resolutions, as it may deem fit in its absolute discretion, to any committee of the Board of Directors of the Company or to any one or more Director(s), officer(s) or authorized signatory(ies) including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities, and to appoint any professional advisors, bankers, consultants and advocates to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolutions.”

2. Preferential Issue of Fully Convertible Warrants on Private Placement basis:

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to Sections 42, 62 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any amendment(s), statutory modification(s) or reenactment thereof for the time being in force) (“the Act”) and the enabling provisions of the Memorandum of Associations (“MoA”)and Articles of Association (“AoA”) of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR), Regulations”) and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (Takeover) Code”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the provisions of the Foreign Exchange Management Act, 1999, as amended from time to time, and rules and regulations made thereunder, if any, and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”), the Registrar of Companies (the “ROC”), Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”) and the Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) and/ or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the

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Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, approval of Members of the Company, be and is hereby accorded, to create, offer, issue and allot from time to time, in one or more tranches, up to 13,30,000 (Thirteen Lakhs Thirty Thousand) Fully Convertible Warrants (“Warrants”/”Convertible Warrants”) for cash at an issue price of Rs. 750/(Rupees Seven Hundred and Fifty only) per warrant, with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up Equity Share of face value of Rs. 5/- (Rupees Five only) of the Company towards conversion of each warrants within a period of 18 (Eighteen) months from the date of allotment of the Warrants, to the proposed allottee as mentioned below through preferential issue by way of Private Placement in such manner and on such terms and conditions as are stipulated below hereto and as maybe determined by the Board, in its absolute discretion in accordance with the SEBI (ICDR) Regulations, 2018 and other applicable laws:

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Sr. Name of the Proposed Category Maximum No. of Amount
No. Allottee Warrants including
proposed to be premium (Rs.)
issued and
allotted
1 Ramesh Sawalram Saraogi Non promoter 13,30,000 99,75,00,000
Total 13,30,000 99,75,00,000
----- End of picture text -----

"RESOLVED FURTHER THAT the Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations for determination of the issue price of Equity Shares is August 14, 2024 i.e., 30 days prior to the date of Passing of the Special Resolution."

"RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on conversion of the Warrants under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under the applicable laws."

a) An amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares pursuant to exercise of the right attached to Warrants to subscribe to Equity Shares. The amount paid against Warrants shall be adjusted/set-off against the issue price for the resultant Equity Shares;
b) Each Warrant held by the Proposed Allottee shall entitle him to apply for and obtain allotment of 1 (One) fully paid up Equity Share of the face value of Rs. 5/- (Rupees Five only) at any time after the date of allotment but on or before the expiry of 18 (Eighteen) months from the date of allotment of warrants (the “Warrant Exercise Period”);

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c) The Warrants, being allotted to the Proposed Allottee and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock in for such period as may be prescribed under the SEBI ICDR Regulations;
d) The Warrants shall be allotted in dematerialized form within a period of 15 (Fifteen) days from the date of passing of this shareholders’ resolution, provided that where the allotment of warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission;
e) The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;
f) The Warrants and the equity shares be allotted on conversion of the warrants under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under;
g) The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form as per SEBI ICDR Regulations;
h) The Equity Shares to be allotted on conversion of the Warrants shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;
i) In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited;
j) The said Warrants by themselves until exercise of conversion option and Equity Shares allotted, does not give to the Warrant holder any rights with respect to that of the Shareholders of the Company;
k) The Equity Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger/ realignment, rights issue or undertakes consolidation/ subdivision/ re-classification of equity shares or such other similar events or circumstances requiring

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adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time;

l) The Equity Shares arising from the conversion of the Warrants will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals, as the case may be, and shall inter-alia be governed by the regulations and guidelines issued by SEBI or any other statutory authority;

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to make an offer to the proposed allottees through private placement offer cum application letter (In the format of ‘Form PAS-4’) immediately after passing of this resolution by members with a stipulation that allotment would be made only upon receipt of in-principle approval from the stock exchanges."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option by the warrant holder(s).”

"RESOLVED FURTHER THAT pursuant to the provisions of SEBI ICDR Regulations, 2018 and other applicable laws, the Board of Directors of the Company be and is hereby authorized to decide, approve, vary, modify and alter the terms and conditions of the issue of the warrants, as it may, in its sole and absolute discretion deem fit within the scope of this approval of Members and to record the name and details of the Proposed Allottee in Form PAS-5 and to make an offer to the Allottee through private placement offer cum application letter in Form PAS- 4 as prescribed under the Companies Act, 2013, without being required to seek any further Consent or Approval of the Members.”

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, (i) to vary, modify or alter any of the relevant terms and conditions, attached to the Warrants to be allotted to the Proposed Allottee for effecting any modifications, changes, variations, alterations, additions and/or deletions to the preferential issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the equity warrants, (ii) making applications to the Stock Exchanges for obtaining in-principle approvals, (iii) listing of shares allotted to proposed allottee on conversion of the warrants, (iv) filing requisite documents with the MCA, and other regulatory authorities, (v) filing of requisite documents with the depositories, (vi) to resolve and settle any questions and difficulties that may arise in the preferential offer, (vii) issue and allotment of the Subscription Warrants, (vii) issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents and to authorize such persons as may be necessary, in connection therewith and incidental thereto as the Board of Directors of the Company in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the warrants and the Equity Shares on conversion of warrants and application for inprinciple approval, listing approval thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, filing requisite documents with the MCA and other regulatory

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authorities, filing of requisite documents with the depositories, issue and allotment of the Subscription Warrants and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to delegate all or any of its powers conferred upon it by these resolutions, as it may deem fit in its absolute discretion, to any committee of the Board of Directors of the Company or to any one or more directors, officer(s) or authorized signatory(ies) including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities, and to appoint any professional advisors, bankers, consultants and advocates to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this regard.”

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.”

Place: Mumbai By Order of the Board of Directors Date: September 04, 2024 For Suraj Estate Developers Limited Registered Office: Sd/- 301, 3[rd] Floor, Aman Chambers, Veer Savarkar Marg, Shivil Kapoor Opp. Bengal Chemicals, Prabhadevi, Mumbai - Company Secretary and Compliance Officer 400025 ICSI Membership No. F11865 CIN: U99999MH1986PLC040873 Tel: +91 22 4015 4746, +91 22 401544764 Website: www.surajestate.com E-mail: [email protected]

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NOTES:

a) The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“the Act”), in respect of the special businesses mentioned in the Notice of this Extra-Ordinary General Meeting (“EGM”) (“Notice”) is annexed hereto.
b) Pursuant to General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (“MCA Circulars”) and SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding of the EGM through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the above and the relevant provisions of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Extra-Ordinary General Meeting of the Company (“EGM”) is being held through VC/ OAVM Mode.
c) Since the EGM being held through VC/ OAVM, the route map, attendance slip and proxy form are not attached to this Notice.
d) The Members can join the EGM in the VC/ OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
e) The attendance of the Members attending the EGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
f) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs as aforesaid, the Company is providing facility of remote e-Voting to its Members to exercise vote remotely in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Link Intime India Private Limited for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by Link Intime India Private Limited through their INSTAVOTE platform.

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g) In line with the Ministry of Corporate Affairs (MCA) General Circular No. 14/2020 dated 8th April, 2020, Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023, the Notice calling the EGM has been uploaded on the website of the Company at www.surajestate.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of Link Intime India Private Limited (agency for providing the Remote e-Voting facility) i.e. https://instavote.linkintime.co.in.
h) EGM has been convened through VC/ OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023.
i) In case of joint holders, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the meeting.
j) The Company has designated an exclusive email address - [email protected] which would enable the members to post their grievances and monitor its redressed. Any member having any grievance may post the same to the said email address for its quick redressed.
k) Pursuant to Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to fill and send form 2B (Copy of which will be made available on request).
l) In all correspondence with the Company, members are requested to quote their Account/Folio numbers and in case their shares are held in dematerialized form, they must quote their client ID number and their DPID number.
m) SEBI has notified for compulsory trading of shares of the Company in dematerialization form so members, who have not dematerialized their shares are advised to contact Depository Participant in this regard.
n) In terms of circulars issued by Securities Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN Card to the Registrar and Share Transfer Agent in case of Transfer of Shares, Deletion of name, Transmission of Shares and Transposition of Shares. Shareholders are requested to furnish copy of PAN card for all above mentioned transactions.
o) Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such folio and send relevant share certificates to the Company’s Registrar and Share Transfer Agent for their doing needful.
p) The Board of Directors in their meeting held on August 19, 2024 have appointed M/s Rathi and Associates, Practicing Company Secretaries to act as Scrutinizer for submission of Report on voting pattern on the votes cast by Shareholders through remote e-voting prior to and e-voting during EGM.

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q) The Scrutinizer shall after the conclusion of e-voting during EGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days of the conclusion of the EGM, a consolidated scrutinizer report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forth with.
r) The Result declared along with the report of the scrutinizer shall be placed on the website of the Company www.surajestate.com and on the website of RTA the results shall simultaneously be communicated to the Stock Exchanges.
s) The voting rights of Members shall be in proportion to their respective shareholding in the Paid-up Equity Share Capital of the Company as on cut of date i.e. Friday, September 06, 2024.
t) Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Friday, September 06, 2024, may obtain the login ID and password by sending a request to Issuer/ RTA. The cut-off date for the purpose of attending the EGM and for exercising e-voting at the EGM and remote e-voting would be Friday, September 06, 2024.
u) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the Depositories as on the cut-off date i.e. Friday, September 06, 2024, only shall be entitled to attend and vote at the EGM.
v) A member may participate in the EGM even after exercising his right to vote through remote e- voting but shall not be allowed to e-vote again during the EOGM.

w) Registration of email ID / Bank Account details /Certificates:

In case the shareholder’s email ID is already registered with the Company/ its Registrar & Share Transfer Agent “RTA”/ Depositories, log in details for e-voting are being sent on the registered email address.

In case, the shareholder has not registered his/her/their email address with the Company/its RTA/Depositories and or not updated the Bank Account mandate for receipt of future dividend, if any, the following instructions to be followed:

(i) Kindly log in to the website of our RTA, Link Intime India Private Ltd., www.linkintime.co.in under Investor Services > Email/ Bank detail Registration - fill in the details and upload the required documents and submit.

OR

(ii) In the case of Shares held in Demat mode:

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Alternatively, the shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the Demat Account as per the process followed and advised by the DP.

Instructions for Shareholders/ Members to Attend the Extra Ordinary General Meeting through Insta Meet:

Instructions for Shareholders/ Members to attend the Extra-ordinary General Meeting through InstaMeet (VC/ OAVM) are as under:

(i) Shareholders/Members are entitled to attend the Extra-Ordinary General Meeting through VC/ OAVM provided by Link Intime by following the below mentioned process. Facility for joining the Extra-Ordinary General Meeting through VC/ OAVM shall open 15 minutes prior to the time scheduled of commencement of the Extra-Ordinary General Meeting and will be available to the Members on first come first serve basis.
(ii) Shareholders/Members are requested to participate on first come first serve basis as participation through VC/OAVM is limited and will be closed 15 (fifteen) minutes after the conclusion of the Extra-Ordinary General Meeting. Shareholders/ Members with >2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions of firstcome-first serve basis.
(iii) Shareholders/ Members will be provided with Insta Meet facility wherein Shareholders/ Member shall register their details and attend the Extra-Ordinary General Meeting as under:

Open the internet browser and launch the URL for Insta Meet <https://instameet.linkintime.co.in> and register with your following details: Select the “Company” and ‘Event Date’ and register with your following details: -

A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
Shareholders/ members holding shares in CDSL Demat Account shall provide 16 Digit Beneficiary ID
Shareholders/ members holding shares in NSDL Demat Account shall provide 8 Character DP ID followed by 8 Digit Client ID
Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.

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D. Email ID: Enter your email id, as recorded with your DP/Company.

Click “Go to Meeting”

(iv) Shareholders / Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
(v) Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/ Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches. Shareholders/ Members should allow to use camera and are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
(vi) Shareholders/ Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, Demat Account number/ folio number, email id, mobile number at Company ID at [email protected] until Friday, September 06, 2024. Shareholders who have registered themselves as speakers will only be allowed to express their views/ask questionspertaing to the business matter as per the Notice of EGM the Meeting. Similarly, Shareholders/ Members, who would like to ask questions pertaining to the Business matter as per the Notice of the EGM, may send their questions in advance mentioning their name Demat Account number/ folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
(vii) The Company reserves the right to restrict the number of speakers depending on the availability of time for the Extra ordinary General Meeting. The Shareholders will get confirmation on first cum first basis depending upon the provisions made by the Company. Shareholders will receive “Speaking Serial No.’ once they mark attendance for the Meeting.
(viii) Please reach out to Mr. Rajiv Ranjan at [email protected] should you have any queries on video conferencing.
(ix) The members are requested to contact on – Instameet Support Desk of Link Intime India Pvt. Ltd. at –- [email protected] or at the helpline number i.e. + 91 22 49186175 who need assistance for using the technology before or during the meeting.
(x) Information and other instructions relating to voting by electronic means:
i. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure

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Requirements) Regulations, 2015 and in terms of SEBI CircularSEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, the Company is pleased to provide members facility to exercise their right to vote on resolution proposed in this notice by electronic means i.e. through Remote E-voting and E-voting during the EGM. The said facility of casting the votes by the members using an electronic voting system will be provided by Link Intime India Private Limited.

ii. However, pursuant to the SEBI Circular- SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on “e-Voting facility provided by listed companies”, e-Voting process has been enabled to all the individual Demat Account holders, by way of single log-in credential, through their Demat Accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. Friday, September 06, 2024.
iii. Individual Demat Account holders would be able to cast their vote without having to register again with the e-Voting services provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. The members who have cast their vote by remote e-voting may attend the meeting held through VC/OAVM mode but shall not be entitled to cast their vote again. Shareholders are advised to update their mobile number and email Id in their Demat Accounts to access e-Voting facility .
iv. The remote e-voting period commences on Wednesday, September 11, 2024 at 9:00 AM (IST) and ends on Friday, September 13, 2024 at 5:00 PM (IST). During this period members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. on Friday, September 06, 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
v. The process and manner for remote e-voting post change in log in mechanism as per SEBI Circular dated December 09, 2020 are as under:
A. Login method for Individual shareholders holding securities in Demat mode/ physical mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

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c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

OR

User not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e- voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

OR

Users not registered for Easi/Easiest

b) Proceed with updating the required fields.

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a) To: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

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c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not

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updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶ Click “confirm” (Your password is now generated).

Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

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a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

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f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

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Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e- Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’ o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102(1) of the Companies Act, 2013 (“Act”), the following Explanatory Statement sets out the material facts relating to the Special Business mentioned under item Nos. 1 to 2 in the accompanying Notice:

Item 1: Issuance of equity shares to private investors by way of preferential issue:

The Company operates significantly through its wholly owned subsidiaries and intends to raise funds from the proposed allottees by issuance of the Equity Shares for the following purposes:

Payment towards acquisition of Land / Land Development Rights by the Company and its Subsidiaries including acquisition of stake/shares in entities owning land;
Working Capital Requirements of the Company and its any of the Subsidiaries;
General Corporate Purposes of the Company and its any of the Subsidiaries and
Issue related expenses.

Therefore, the Board, in its meeting held on August 19, 2024, has approved the proposal for issuance of the Equity Shares to the Proposed allottees under the Preferential Issue as per terms stated in the aforesaid resolution, subject to, inter alia, approval of the members of the Company.

The resolution is recommended to the members of the Company for their consideration and approval pursuant to the provisions of Sections 42, and 62 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the provisions of Chapter V of the SEBI ICDR Regulations.

The disclosure required in terms of provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the provisions of Chapter V of the SEBI ICDR Regulations are as follows:

a. Particulars of the offer including date of passing of Board resolution:

The Board, in its meeting held on August 19, 2024, has approved the proposal for the creation, offer, issuance and allotment of up to:

(i) 56,05,742 fully paid-up equity shares of the Company having face value of Rs. 5/- (Indian Rupees Five Only) (“Equity Shares”) at an issue price of Rs. 714/- (Rupees Seven Hundred and fourteen Only) each (“Equity Issue Price”) i.e. at a premium of Rs. 709/- (Rupees Seven Hundred and Nine

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Only) per share, aggregating up to Rs. 4,00,24,99,788/- (Rupees Four Hundred Twenty Four Lakhs Ninety Nine Thousand Seven hundred and Eighty-Eight Only) (“Issue Size”) which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations, to persons, being private investors, listed below (“ Proposed Allottees ”) on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws (“ Preferential Issue ”). The other significant details of the offer are contained as part of the below other disclosures.

b. The Objects of the issue:

The Company operates significantly through its wholly owned subsidiaries and intends to utilize the proceeds raised through the Preferential Issue (“ Issue Proceeds ”) towards the following objects:

Payment towards acquisition of Land / Land Development Rights by the Company and its Subsidiaries including acquisition of stake/shares in entities owning land;
Working Capital Requirements of the Company and any of its Subsidiaries;
General Corporate Purposes of the Company and any of its Subsidiaries and
Issue related expenses.

Up to 25% (twenty-five percent) of the Issue Proceeds will be utilised for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Management Committee of the Board of Directors of the Company from time to time, and/or any other general purposes as may be permissible under applicable laws (referred to below as “General Corporate Purposes”) (Collectively referred to below as the “Objects”).

c.

Utilization of Issue Proceeds[(Note ][2)]

Given that the funds to be received against Equity Shares and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above Objects is set out herein below:

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----- Start of picture text -----

Sr. Particulars estimated estimated Total estimated Tentative
No. amount to amount to be amount to be timelines for
be utilised utilised for each utilised for each utilization of
for each of of the Objects by of the Objects Issue Proceeds
the Objects any of its (Rs. In Crores) from the date
by Company Subsidiaries of receipt of
(Rs. In (Rs. In Crores) funds
Crores)
1. Payment towards 50 125 175 within 12 to 18
acquisition of Land / months
Land Development
Rights by the Company
and its Subsidiaries
including acquisition of
stake/shares in entities
owning land
2. Working Capital 20 113.25 133.25 within 12 to 18
Requirements of the months
Company and its
Subsidiaries
3. General Corporate 40.00 50.00 90.00 within 12 to 18
Purposes of the months
Company and its
Subsidiaries
4. Issue related expenses 2.00 - 2.00 within 12 to 18
months
Total 112.00 288.25
----- End of picture text -----

Note 2 : For changes Please refer to Point IV of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

The entire Issue Proceeds would be utilized for all the aforementioned Objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds, within 12 (Twelve) to 18 (Eighteen) months from the date of receipt of funds for the Equity Shares (as set out herein).

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Management Committee of the Board of Directors of the

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Company subject to compliance with applicable laws.

If the Issue Proceeds are not utilised for the Objects (in full or in part) during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Management Committee of the Board of Directors of the Company, in accordance with applicable laws.

This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Management Committee of the Board of Directors of the Company, subject to compliance with applicable laws.

d. Interim Use of Issue Proceeds

Our Company, in accordance with the policies formulated by our Management Committee of the Board of Directors of the Company from time to time, will have flexibility to deploy the Issue Proceeds. Pending complete utilization of the Issue Proceeds for the Objects described above, our Company intends to, inter alia, invest the Issue Proceeds in money market instruments including money market mutual funds (including Liquid, Overnight, Ultra Short Term, Gilt, Low Duration and Arbitrage Funds), deposits in scheduled commercial banks, securities issued by government of India or any other investments as permitted under applicable laws.

e. Monitoring of utilisation of funds:

i. Given that the issue size exceeds Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed Care Ratings Limited, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“ Monitoring Agency ”).
ii. The Monitoring Agency shall submit its report to the Company in the format specified in Schedule XI of the SEBI ICDR Regulations on a quarterly basis, till 100% (One Hundred Percent) of the Issue Proceeds have been utilized. The Board and the management of the Company shall provide their comments on the findings of the Monitoring Agency in the format as specified in Schedule XI of the SEBI ICDR Regulations. The Company shall, within 45 (forty-five) days from the end of each quarter, upload the report of the Monitoring Agency on its website and also submit the same to the Stock Exchanges.

f. Kinds of securities offered, the total number of shares or other securities to be

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issued, the price at which security is being offered and amount which the Company intends to raise by way of such securities:

The Company propose to issue in one or more tranches up to

i. 56,05,742 (Fifty-Six Lakhs Five Thousand Seven Hundred and Forty-Two) fully paid-up equity shares of the Company having face value of Rs. 5/- (Indian Rupees Five Only) (“Equity Shares”) at an issue price of Rs. 714/- (Indian Rupees Seven Hundred and Fourteen Only) each (“Equity Issue Price”) i.e. at a premium of Rs. 709/- (Rupees Seven Hundred and Nine Only) per share, aggregating up to Rs. 400,24,99,788/- (Indian Rupees Four Hundred TwentyFour Lakhs Ninety Nine Thousand Seven Hundred And Eighty-Eight Only) (“Issue Size”) ; which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations.
g. Basis on which the price has been arrived at along with report of the registered valuer:
i. In terms of the SEBI ICDR Regulations, the floor price at which the Equity Shares can be issued is Rs. 714/- (Rupees Seven Hundred and Fourteen Only) respectively, as per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and is the highest of the following:
- a. 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 460.92/- (Rupees Four Hundred and Sixty Point Ninety-Two Only) per equity share;
- b. 10 (ten) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 714/(Rupees Seven Hundred and Fourteen Only) per equity share.
- c. Floor price determined in accordance with the provisions of the articles of association of the Company. However, the articles of association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.
ii. Since the Proposed Preferential Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price. Further, given that the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days prior to the relevant date, the Company is not required to re-compute the issue price as per Regulation 164(3) the SEBI ICDR Regulations, and therefore, the Company is not required to submit the undertakings specified under

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Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations.

h. Name and address of valuer who performed valuation:

Since the equity shares of the Company are listed on the Stock Exchanges and the Preferential Issue is not more than 5% (five percent) of the post issue fully diluted share capital of the Company, a valuation report from an independent registered valuer is not required under the provisions of the second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the Preferential Issue, and under the applicable provisions of SEBI ICDR Regulations.

i. The price or price band at/within which the allotment is proposed:

As stated in clause f. above, (i) the Equity Shares are proposed to be issued at an issue price of Rs. 714/- (Indian Rupees Seven Hundred and Fourteen Only) per equity share

j. Relevant Date with reference to which the price has been arrived at:

The ‘ Relevant Date’ for the purpose of determination of the floor price for issue of the Equity Shares under the Preferential Issue, as per provisions of Chapter V of the SEBI ICDR Regulations and other applicable laws is Wednesday, August 14, 2024 (“ Relevant Date ”), being the date 30 (Thirty) days prior to the date on which the meeting viz. this Extra-Ordinary General Meeting of members of the Company is proposed to be held to consider and approve the Preferential Issue.

k. The class or classes of persons to whom the allotment is proposed to be made:

The equity shares are proposed to be issued and allotted to private investors comprising of

(a) Individuals, (b) Hindu Undivided Family, (c) Body Corporate, and (d) an Alternative Investment Fund, who shall hold the equity shares in the Company under the ‘public shareholders’ category.

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The Equity Shares shall be issued and allotted to the Investors as detailed herein below: [(Note 3)]

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NO. OF EQUITY
SHARES PROPOSED
Maximum
SR. NO. NAME OF THE PROPOSED ALLOTTEES TO BE ALLOTTED
Amount
@ INR 714/- Per
Equity Shares
1 Keemtee Financial Services Limited 5,60,580 400254120
2 Ovata Equity Strategies Master Fund 4,11,372 293719608
3 Vanaja Sundar Iyer 3,00,000 214200000
4 Sameer Shantilal Muttha 3,00,000 214200000
5 Jitendra Rasiklal Sanghavi 2,80,000 199920000
6 Ajay Upadhyaya 2,10,000 149940000
7 Greyhound Enterprises Pvt Ltd 2,00,000 142800000
8 Rasiklal P Sanghavi HUF 1,40,000 99960000
9 Narayana Trading & Investments 1,00,000 71400000
10 Jayantibhai Virjibhai Babriya 1,00,000 71400000
11 Sanket Rameshchandra Shah 1,00,000 71400000
12 Rakesh Laroia 1,00,000 71400000
13 Pavni Singla 98,000 69972000
14 Vivek Ramvilas Agarwal 84,000 59976000
15 Vikasa India EIF I Fund 75,000 53550000
16 Amit Heman Aidasani 73,500 52479000
17 Veena Amit Aidasani 73,500 52479000
18 Hardik Bharat Patel 70,100 50051400
19 Gyanchand Mehta 70,100 50051400
20 Absolute Returns Scheme 70,000 49980000
21 Vijay B Shah HUF 70,000 49980000
22 Shridhar P Iyer 70,000 49980000
23 Gautam Raj Shroff 70,000 49980000
24 Keya Vimal Salot 70,000 49980000
25 Saumik Ketankumar Doshi 70,000 49980000
26 Paulomi Ketankumar Doshi 70,000 49980000
27 Blue Lotus Capital Multi Bagger Fund II 65,000 46410000
28 Naresh Saraaf 50,000 35700000
29 Narayan Chand Rathi 50,000 35700000
30 Dilkush Textiles Pvt Ltd 50,000 35700000
31 Arun R. Sheth 50,000 35700000
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32 Mrinalini Sheth 50,000 35700000
33 Umang Jhunjhunwala 42,000 29988000
34 Surabhi Jhunjhunwala 42,000 29988000
35 Kalpanaben Arvindkumar Mehta 35,000 24990000
36 Shilpa Nareshbhai Mehta 35,000 24990000
37 Hansaben Kanakkumar Mehta 35,000 24990000
38 Umang Jhunjhunwala HUF 31200 22276800
39 Bhagwanji Somchand Shah 30,000 21420000
40 Haresh Somchand Shah 30,000 21420000
41 Jitendra Somchand Shah 30,000 21420000
42 Jigar Zaverchand Shah 30,000 21420000
43 Muktaben Zaverchand Shah 30,000 21420000
44 Binota Haresh Shah 30,000 21420000
45 Bharti Jitendra Shah 30,000 21420000
46 Harsh Bang 30,000 21420000
47 Osiris Infotech Private Limited 30,000 21420000
48 Manish Dhoot 30,000 21420000
49 Accufolio Risers LLP 30,000 21420000
50 Harsha Sanjay Siroya 28,000 19992000
51 Usha Jhunjhunwala 28,000 19992000
52 Srushti Raakeshh Surekaa 28,000 19992000
53 Kavita Berry 23,810 17000340
54 Amitkumar Kantilal Thakkar 21,000 14994000
55 Anuradha Multitrade Pvt Ltd 21,000 14994000
56 Mital Ratilal Shah 20,000 14280000
57 Varun Jitendra Shah 20,000 14280000
58 Karan Jitendra Shah 20,000 14280000
59 Supriya Vivek Agarwal 20,000 14280000
60 Ratilal Somchand Shah 15,000 10710000
61 Esha Jigar Shah 15,000 10710000
62 Goenka Sanjay 15,000 10710000
63 Ramavtar Goenka 15,000 10710000
64 Abhay Agarwal 15,000 10710000
65 Vijay Devnani 15,000 10710000
66 Pawan Kumar Bansal 15,000 10710000
67 Bhaveen Ramesh Shah 15,000 10710000
68 Sanjay Kothari 15,000 10710000
69 ACS Capital Market Academy LLP 15,000 10710000
70 Chandrakant Sanghavi 15,000 10710000
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71 Vivid Visions Trexim Pvt Ltd 14,000 9996000
72 Harit Exports Private Limited 14,000 9996000
73 Prabhudas Lilladhar Advisory Services Private Limited 14,000 9996000
74 Shiv Sehgal 14,000 9996000
75 Lavina Nahar 14,000 9996000
76 Sushila Makhija 14,000 9996000
77 Karishmma Advani 13,850 9888900
78 Bharti Anil Shah 12,500 8925000
79 Anil Vasanji Shah HUF 12,500 8925000
80 Javerben Lalji Shah 12,500 8925000
81 Jayant Lalji Shah HUF 12,500 8925000
82 Lalji Nanji Shah HUF 12,500 8925000
83 Lalji Nanji Shah 12,500 8925000
84 Shailvi Shailesh Shah 12,500 8925000
85 Yashvi Dinesh Shah 12,500 8925000
86 Avadh Rajeshkumar Pujara 10,500 7497000
87 Monika Ravikumar Thakkar 10,500 7497000
88 Dhananjay Shahi 10,000 7140000
89 Murari Lal Lashkery 10,000 7140000
90 Vasudev Mahirwan Hemrajani 10,000 7140000
91 Mazhar Hussain Arif 10,000 7140000
92 Yasir Juzer Varawala 10,000 7140000
93 Senthilkumar Vivitha 10,000 7140000
94 Anish Prajivan 10,000 7140000
95 Navkar Ventures 10,000 7140000
96 Madhusudan Budhia HUF 10000 7140000
97 Ruhee Advani 9,700 6925800
98 Govindarajan Narayanaswamy 8,000 5712000
99 Nikulkumar Manubhai Thakkar 7,000 4998000
100 Thakarshi Keshavji Gada 7,000 4998000
101 Shailesh Sankalchand Sanghvi 7,000 4998000
102 Foram Parikh 7,000 4998000
103 Vinay Madnani 7,000 4998000
104 Sagar Gwallani 7,000 4998000
105 Pooja Chaudhri 7,000 4998000
106 Vinay Anand 7,000 4998000
107 Siddharth Goliya 7,000 4998000
108 Abhimanyu Bhalla 7,000 4998000
109 Bhawana Datta 7,000 4998000
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110 Tushar Narayan Raul 7,000 4998000
111 Virti Mulen Shah 7,000 4998000
112 Rajkumar Jain 7,000 4998000
113 Deepak Ramuka 7,000 4998000
114 Pulakeshin Private Limited 6500 4641000
115 Vandana Jaikishan Advani 5,860 4184040
116 Laxman Ram Moorjani 5,000 3570000
117 Duraiswamy Nandakumar 5,000 3570000
118 Altra Tek Finishing Private Limited 5000 3570000
119 Arvind Singla 4,900 3498600
120 Kanaiyalal Khaneja 3,500 2499000
121 Monika Kanaiyalal Khaneja 3,500 2499000
122 Rahul K Khaneja 3,500 2499000
123 Somiya Rahul Khaneja 3,500 2499000
124 Prince Nahata 3,500 2499000
125 Hastimal Sancheti 3,500 2499000
126 Sheela Goenka 3,500 2499000
127 Dineshkumar Kantilal Shah 3500 2499000
128 Mayank Arora 3,070 2191980
129 Ankit Heerachand Ranawat 2,800 1999200
130 Sanjay Ghanshyam Patel 2,800 1999200
131 Akhil Prakash Bafna 2,800 1999200
132 Manoj Suresh Jain 2,800 1999200
133 Priya Mehta 2,800 1999200
134 FG Glass Industries Pvt Ltd 700 499800
Total 56,05,742 4,00,24,99,788
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Note 3: For Changes please refer to Point I of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

l. Intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The promoters, Directors and key managerial personnel of the Company do not intent to participate in the Preferential Issue.

m. The proposed time within which the allotment shall be completed:

The Equity Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (fifteen) days from the date of passing of this special resolution by members of the Company, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency

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of approval of any regulatory authority (including, but not limited to the Stock Exchange), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals.

n. The names of the proposed allottees, the identity of the natural persons who are the ultimate beneficial owners of the Equity Shares proposed to be allotted and/ or who ultimately control the proposed allottees and the percentage of post preferential offer capital that may be held by them:[(Note 4)]

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NO. OF
Ultimat EQUITY
CATEGO
e SHARES Pre- Post-
RY
Benefic PROPOSED preferen preferen
(PROMO Maximum
SR. NAME OF THE PROPOSED ial TO BE tial tial
TER/NO Amount / Up
NO. ALLOTTEES Owner ALLOTTED allotmen allotmen
N to (Rs.)
s @ INR t t
PROMOT
714/- Per Sharehol Sharehol
ER)
(‘UBO’) Equity ding din
Shares % g % # @
Himans
hu
Non Pawan
Keemtee Financial Promote Mallaw
1 Services Limited r at 5,60,580 40,02,54,120 0.06 1.14
Non
Ovata Equity Strategies Promote James
2 Master Fund r Chen 4,11,372 29,37,19,608 0.80
Non
Promote
3 Vanaja Sundar Iyer r NA 3,00,000 21,42,00,000 0.58
Non
Promote
4 Sameer Shantilal Muttha r NA 3,00,000 21,42,00,000 0.58
Non
Promote
5 Jitendra Rasiklal Sanghavi r NA 2,80,000 19,99,20,000 0.55
Non
Promote
6 Ajay Upadhyaya r NA 2,10,000 14,99,40,000 0.41
Ketank
umar
Non Shantik
Greyhound Enterprises Pvt Promote umar
7 Ltd r Mehta 2,00,000 14,28,00,000 0.39
Rasiklal
Non P
Promote Sangha
8 Rasiklal P Sanghavi HUF r vi 1,40,000 9,99,60,000 0.27
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Siddhar
th Iyer
Non and
Narayana Trading & Promote Shruthi
9 Investments r Murali 1,00,000 7,14,00,000 0.19
Non
Jayantibhai Virjibhai Promote
10 Babriya r NA 1,00,000 7,14,00,000 0.19
Non
Sanket Rameshchandra Promote
11 Shah r NA 1,00,000 7,14,00,000 0.19
Non
Promote
12 Rakesh Laroia r NA 1,00,000 7,14,00,000 0.19
Non
Promote
13 Pavni Singla r NA 98,000 6,99,72,000 0.19
Non
Promote
14 Vivek Ramvilas Agarwal r NA 84,000 5,99,76,000 0.16
Mark
Andre
w
Rankin,
Dorsey
Randall
Buttra
m JR
Non and
Promote Roshen
15 Vikasa India EIF I Fund r Pujari 75,000 5,35,50,000 0.14
Non
Promote
16 Amit Heman Aidasani r NA 73,500 5,24,79,000 0.14
Non
Promote
17 Veena Amit Aidasani r NA 73,500 5,24,79,000 0.14
Non
Promote
18 Hardik Bharat Patel r NA 70,100 5,00,51,400 0.14
Non
Promote
19 Gyanchand Mehta r NA 70,100 5,00,51,400 0.13
Non Ketan
Promote Thakka
20 Absolute Returns Scheme r r 70,000 4,99,80,000 0.15
Non
Promote Vijay B
21 Vijay B Shah HUF r Shah 70,000 4,99,80,000 0.14
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Non
Promote
22 Shridhar P Iyer r NA 70,000 4,99,80,000 0.14
Non
Promote
23 Gautam Raj Shroff r NA 70,000 4,99,80,000 0.01 0.14
Non
Promote
24 Keya Vimal Salot r NA 70,000 4,99,80,000 0.14
Non
Promote
25 Saumik Ketankumar Doshi r NA 70,000 4,99,80,000 0.14
Non
Paulomi Ketankumar Promote
26 Doshi r NA 70,000 4,99,80,000 0.14
Harikris
Non hnan
Blue Lotus Capital Multi Promote Selvaku
27 Bagger Fund II r mar 65,000 4,64,10,000 0.14
Non
Promote
28 Naresh Saraaf r NA 50,000 3,57,00,000 0.01 0.11
Non
Promote
29 Narayan Chand Rathi r NA 50,000 3,57,00,000 0.10
Madhu
r
Agrawa
l and
Non Harsh
Promote Agrawa
30 Dilkush Textiles Pvt Ltd r l 50,000 3,57,00,000 0.10
Non
Promote
31 Arun R. Sheth r NA 50,000 3,57,00,000 0.10
Non
Promote
32 Mrinalini Sheth r NA 50,000 3,57,00,000 0.10
Non
Promote
33 Umang Jhunjhunwala r NA 42,000 2,99,88,000 0.08
Non
Promote
34 Surabhi Jhunjhunwala r NA 42,000 2,99,88,000 0.08
Non
Kalpanaben Arvindkumar Promote
35 Mehta r NA 35,000 2,49,90,000 0.07
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Non
Promote
36 Shilpa Nareshbhai Mehta r NA 35,000 2,49,90,000 0.07
Non
Hansaben Kanakkumar Promote
37 Mehta r NA 35,000 2,49,90,000 0.07
Non Umang
Promote Jhunjh
38 Umang Jhunjhunwala HUF r unwala 31200 2,22,76,800 0.06
Non
Promote
39 Bhagwanji Somchand Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
40 Haresh Somchand Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
41 Jitendra Somchand Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
42 Jigar Zaverchand Shah r NA 30,000 2,14,20,000 0.06
Non
Muktaben Zaverchand Promote
43 Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
44 Binota Haresh Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
45 Bharti Jitendra Shah r NA 30,000 2,14,20,000 0.06
Non
Promote
46 Harsh Bang r NA 30,000 2,14,20,000 0.06
Non
Osiris Infotech Private Promote Anil
47 Limited r Goyal 30,000 2,14,20,000 0.06
Non
Promote
48 Manish Dhoot r NA 30,000 2,14,20,000 0.06
Monika
Shah
and
Non Richa
Promote Aggarw
49 Accufolio Risers LLP r al 30,000 2,14,20,000 0.06
Non
Promote
50 Harsha Sanjay Siroya r NA 28,000 1,99,92,000 0.05
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Non
Promote
51 Usha Jhunjhunwala r NA 28,000 1,99,92,000 0.05
Non
Promote
52 Srushti Raakeshh Surekaa r NA 28,000 1,99,92,000 0.05
Non
Promote
53 Kavita Berry r NA 23,810 1,70,00,340 0.05
Non
Amitkumar Kantilal Promote
54 Thakkar r NA 21,000 1,49,94,000 0.04
Siddhes
hwar
Ramac
handra
Birajda
r and
Aparna
Siddhes
Non hwar
Anuradha Multitrade Pvt Promote Birajda
55 Ltd r r 21,000 1,49,94,000 0.04
Non
Promote
56 Mital Ratilal Shah r NA 20,000 1,42,80,000 0.04
Non
Promote
57 Varun Jitendra Shah r NA 20,000 1,42,80,000 0.04
Non
Promote
58 Karan Jitendra Shah r NA 20,000 1,42,80,000 0.04
Non
Promote
59 Supriya Vivek Agarwal r NA 20,000 1,42,80,000 0.04
Non
Promote
60 Ratilal Somchand Shah r NA 15,000 1,07,10,000 0.03
Non
Promote
61 Esha Jigar Shah r NA 15,000 1,07,10,000 0.03
Non
Promote
62 Goenka Sanjay r NA 15,000 1,07,10,000 0.03
Non
Promote
63 Ramavtar Goenka r NA 15,000 1,07,10,000 0.03
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Non
Promote
64 Abhay Agarwal r NA 15,000 1,07,10,000 0.007 0.04
Non
Promote
65 Vijay Devnani r NA 15,000 1,07,10,000 0.03
Non
Promote
66 Pawan Kumar Bansal r NA 15,000 1,07,10,000 0.03
Non
Promote
67 Bhaveen Ramesh Shah r NA 15,000 1,07,10,000 0.03
Non
Promote
68 Sanjay Kothari r NA 15,000 1,07,10,000 0.03
Kesvapi
Non llai
ACS Capital Market Promote Annam
69 Academy LLP r alai 15,000 1,07,10,000 0.027 0.03
Non
Promote
70 Chandrakant Sanghavi r NA 15,000 1,07,10,000 0.03
Non Mayan
Vivid Visions Trexim Pvt Promote k
71 Ltd r Marda 14,000 99,96,000 0.03
Mohit
Ramgo
pal
Agrawa
l,
Atultya
Mohit
Agrawa
l and
Meena
kshi
Non Mohit
Harit Exports Private Promote Agrawa
72 Limited r l 14,000 99,96,000 0.03
Prabhudas Lilladhar Non Amisha
Advisory Services Private Promote Niraj
73 Limited r Vora 14,000 99,96,000 0.03
Non
Promote
74 Shiv Sehgal r NA 14,000 99,96,000 0.03
Non
Promote
75 Lavina Nahar r NA 14,000 99,96,000 0.03
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Non
Promote
76 Sushila Makhija r NA 14,000 99,96,000 0.03
Non
Promote
77 Karishmma Advani r NA 13,850 98,88,900 0.03
Non
Promote
78 Bharti Anil Shah r NA 12,500 89,25,000 0.03
Non Anil
Promote Vasanji
79 Anil Vasanji Shah HUF r Shah 12,500 89,25,000 0.02
Non
Promote
80 Javerben Lalji Shah r NA 12,500 89,25,000 0.02
Non Jayant
Promote Lalji
81 Jayant Lalji Shah HUF r Shah 12,500 89,25,000 0.022 0.02
Non Lalji
Promote Nanji
82 Lalji Nanji Shah HUF r Shah 12,500 89,25,000 0.02
Non
Promote
83 Lalji Nanji Shah r NA 12,500 89,25,000 0.02
Non
Promote
84 Shailvi Shailesh Shah r NA 12,500 89,25,000 0.02
Non
Promote
85 Yashvi Dinesh Shah r NA 12,500 89,25,000 0.02
Non
Promote
86 Avadh Rajeshkumar Pujara r NA 10,500 74,97,000 0.02
Non
Monika Ravikumar Promote
87 Thakkar r NA 10,500 74,97,000 0.02
Non
Promote
88 Dhananjay Shahi r NA 10,000 71,40,000 0.02
Non
Promote
89 Murari Lal Lashkery r NA 10,000 71,40,000 0.02 0.03
Non
Vasudev Mahirwan Promote
90 Hemrajani r NA 10,000 71,40,000 0.02
Non
Promote
91 Mazhar Hussain Arif r NA 10,000 71,40,000 0.02
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Non
Promote
92 Yasir Juzer Varawala r NA 10,000 71,40,000 0.02
Non
Promote
93 Senthilkumar Vivitha r NA 10,000 71,40,000 0.02
Non
Promote
94 Anish Prajivan r NA 10,000 71,40,000 0.02
Non
Promote Pravee
95 Navkar Ventures r n Jain 10,000 71,40,000 0.02
Non Madhu
Promote sudan
96 Madhusudan Budhia HUF r Budhia 10000 71,40,000 0.02
Non
Promote
97 Ruhee Advani r NA 9,700 69,25,800 0.02
Non
Govindarajan Promote
98 Narayanaswamy r NA 8,000 57,12,000 0.001 0.02
Non
Nikulkumar Manubhai Promote
99 Thakkar r NA 7,000 49,98,000 0.01
Non
Promote
100 Thakarshi Keshavji Gada r NA 7,000 49,98,000 0.01
Non
Shailesh Sankalchand Promote
101 Sanghvi r NA 7,000 49,98,000 0.01
Non
Promote
102 Foram Parikh r NA 7,000 49,98,000 0.01
Non
Promote
103 Vinay Madnani r NA 7,000 49,98,000 0.000247 0.01
Non
Promote
104 Sagar Gwallani r NA 7,000 49,98,000 0.01
Non
Promote
105 Pooja Chaudhri r NA 7,000 49,98,000 0.01
Non
Promote
106 Vinay Anand r NA 7,000 49,98,000 0.01
Non
Promote
107 Siddharth Goliya r NA 7,000 49,98,000 0.01
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Non
Promote
108 Abhimanyu Bhalla r NA 7,000 49,98,000 0.01
Non
Promote
109 Bhawana Datta r NA 7,000 49,98,000 0.01
Non
Promote
110 Tushar Narayan Raul r NA 7,000 49,98,000 0.01
Non
Promote
111 Virti Mulen Shah r NA 7,000 49,98,000 0.01
Non
Promote
112 Rajkumar Jain r NA 7,000 49,98,000 0.01
Non
Promote
113 Deepak Ramuka r NA 7,000 49,98,000 0.01
Non
Promote Ankur
114 Pulakeshin Private Limited r B Shah 6500 46,41,000 0.01
Non
Promote
115 Vandana Jaikishan Advani r NA 5,860 41,84,040 0.01
Non
Promote
116 Laxman Ram Moorjani r NA 5,000 35,70,000 0.01
Non
Promote
117 Duraiswamy Nandakumar r NA 5,000 35,70,000 0.023 0.03
Non Kunal
Altra Tek Finishing Private Promote Madhu
118 Limited r More 5000 35,70,000 0.01
Non
Promote
119 Arvind Singla r NA 4,900 34,98,600 0.01
Non
Promote
120 Kanaiyalal Khaneja r NA 3,500 24,99,000 0.004 0.01
Non
Promote
121 Monika Kanaiyalal Khaneja r NA 3,500 24,99,000 0.003 0.01
Non
Promote
122 Rahul K Khaneja r NA 3,500 24,99,000 0.00016 0.01
Non
Promote
123 Somiya Rahul Khaneja r NA 3,500 24,99,000 0.005 0.01
----- End of picture text -----

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----- Start of picture text -----

Non
Promote
124 Prince Nahata r NA 3,500 24,99,000 0.01
Non
Promote
125 Hastimal Sancheti r NA 3,500 24,99,000 0.01
Non
Promote
126 Sheela Goenka r NA 3,500 24,99,000 0.01
Non
Promote
127 Dineshkumar Kantilal Shah r NA 3500 24,99,000 0.01
Non
Promote
128 Mayank Arora r NA 3,070 21,91,980 0.01
Non
Ankit Heerachand Promote
129 Ranawat r NA 2,800 19,99,200 0.01
Non
Promote
130 Sanjay Ghanshyam Patel r NA 2,800 19,99,200 0.01
Non
Promote
131 Akhil Prakash Bafna r NA 2,800 19,99,200 0.01
Non
Promote
132 Manoj Suresh Jain r NA 2,800 19,99,200 0.01
Non
Promote
133 Priya Mehta r NA 2,800 19,99,200 0.001
Non Suhel
Promote Kachwa
134 FG Glass Industries Pvt Ltd r la 700 4,99,800 0.001
Total
4,00,24,99,78
56,05,742 8
----- End of picture text -----

Note 4: For Changes please refer to Point II and III of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

# Assuming completion of the preferential allotment to Proposed Allottees (as set out in Resolution No. 1 and No. 2)

@ The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.
o. The change in control, if any, in the Company that would occur consequent to the preferential offer:

The Preferential Issue will not result into change in the control of the Company

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p. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the financial year viz. 2024-2025, no allotment on preferential basis have been made.

q. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable as the Preferential Issue is proposed to be made for cash consideration.

r. The pre issue and post issue shareholding pattern of the Company:[(NOTE ][5)]

The pre issue and the post-issue shareholding pattern of the Company (considering full allotment of equity shares to be issued on preferential basis as per this Notice) is mentioned hereinbelow:

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Pre-Issue Post Issue # @
No. of No. of % of
Sr. Equity % of Equity Sharehold
No. Category Shares Shareholding Shares ing
Promoter and
A. Promoter Group Shareholders
1 Indian
a) Individuals / HUF 3,17,49,800 71.57 3,17,49,800 61.89
b) Bodies Corporate 15,00,000 3.38 15,00,000 2.92
c) Others - - - -
Sub-total (A1) 3,32,49,800 74.95 3,32,49,800 64.82
2 Foreign - - - -
a) Bodies Corporate - - - -
Sub-total (A2) - - - -
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Total Promoters and
Promoters Group (A
= A1 + A2) 3,32,49,800 74.95 3,32,49,800 64.82
Non-Promoter /
B. Public Shareholders
1 Institutional Investors 16,64,484 3.75 28,46,436 5.55
2 Non-institution
a) Bodies corporate 32,51,702 7.33 36,51,902 7.12
b) Directors and relatives - -
c) Indian public 54,41,507 12.27 1,07,95,097 21.04
Others (including
d) NRIs) 7,53,618 1.70 7,53,618 1.47
Total Non-Promoter /
Public Shareholders (B) 1,11,11,311 25.05 1,80,47,053 35.18
Grand Total (A+B) 4,43,61,111 100.00 5,12,96,853 100.00
----- End of picture text -----

Note 5 : For changes please refer to Point V of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

# Assuming completion of the preferential allotment to Proposed Allottees (as set out in Resolution No. 1 and No.2)

@ The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.

s. The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

Currently, the Proposed allottees who are holding equity shares in the Company are classified under the ‘public shareholders’ category.

t. Lock-in Period:

The Equity Shares proposed to be issued to the Investors under the Preferential Issue shall be subject to lock-in, in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.

u.

Listing:

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The Equity Shares proposed to be allotted to the Proposed Allottees under the Preferential Issue shall be listed and shall be admitted for trading on the main Board of Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, subject to requisite approval from the Stock Exchange.

v. Practicing Company Secretary’s Certificate

As required under the provisions of Regulation 163(2) of SEBI ICDR Regulations, a certificate issued by M/s. Rathi & Associates, Practicing Company Secretaries, certifying, inter alia, that the Preferential Issue is being made in accordance with the Chapter V of the SEBI ICDR Regulations shall be placed before the meeting of the members. The said certificate issued by M/s. Rathi & Associates, Practicing Company Secretaries is also hosted on the website of the Company at www.surajestate.com.

w. Undertakings / Confirmations:

The Company is eligible to undertake the preferential issue in accordance with the provisions of the Chapter V of the SEBI ICDR Regulations.
None of the Promoters and/or Directors of the Company are a fugitive economic offender as defined under the SEBI ICDR Regulations.
Neither the Company nor any of its Promoters and/or Directors have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
Each of proposed allottees has confirmed that it has not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.
As the equity shares of the Company are listed on recognized Stock Exchange for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to re-compute the price. However, the Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid by the respective allottees.

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The approval of the members is being sought to enable the Board to issue and allot the Equity Shares on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. The Board of Directors of the Company believes that the proposed issue is in the best interest of the Company and its members.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding in the Company, if any.

The Board of Directors recommend passing of the special resolution at item no. 1 of the accompanying notice for the approval of the Members of the Company.

Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

Item 2: Issuance of Warrants to persons forming part of the Private investors of the Company by way of preferential issue:

The Company operates significantly through its wholly owned subsidiaries intends to raise funds from the proposed allottees by issuance of the Warrants for the following purpose:

Payment towards acquisition of Land / Land Development Rights by the Company and its Subsidiaries including acquisition of stake/shares in entities owning land;
Working Capital Requirements of the Company and its any of the Subsidiaries;
General Corporate Purposes of the Company and its any of the Subsidiaries and
Issue related expenses.

Therefore, the Board, in its meeting held on August 19, 2024, has approved the proposal for issuance of the Warrants to the proposed allottees under the Preferential Issuer as per terms stated in the aforesaid resolution, subject to, inter alia, approval of the members of the Company and shall be on the terms and conditions, as mentioned below:

a. Pursuant to Regulation 160(c) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations” ), the allotment of the Warrants (including the Equity Shares to be allotted on conversion of such Warrants) shall be made only in dematerialised form.
b. In accordance with the provisions of Regulation 161 of ICDR Regulations, the ‘Relevant Date’ for the Warrant issue is determined to be Friday, August 14, 2024.
c. In accordance with the applicable provisions of the ICDR Regulations an amount of

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Rs. 187.50/- (Rupees One Hundred and Eight Seven and Paise Fifty Only) which is equivalent to 25% (twenty-five per cent) of the Warrant Issue Price shall be paid by the proposed allottees to the Company as upfront payment (“ Warrant Subscription Price ”).

d. The proposed allottee shall be, subject to the ICDR Regulations and other applicable rules, regulations and laws, entitled to exercise the conversion rights attached to the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed exchanged or converted with / into the Equity Shares of the Company and making payment at the rate of Rs. 562.50/- (Rupees Five Hundred and Sixty Two and Paise Fifty) being 75% (seventy five per cent) of the Warrant Issue Price (“ Warrant Exercise Price ”) in respect of each Warrant proposed to be converted by the proposed allottees.
e. On receipt of such application from the proposed allottees, the Company shall without any further approval from the shareholders of the Company take necessary steps to issue and allot the corresponding number of Equity Shares to the proposed allottees.
f. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the proposed allottees within the aforesaid period of 18 (eighteen) months, the entitlement of the proposed allottees to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the proposed allottees on such Warrants shall stand forfeited.
g. The Equity Shares allotted on exercise of the Warrants shall only be in dematerialized form and shall rank pari passu with the then existing Equity Shares of the Company including entitlement to voting powers and dividend.
h. The proposed issue and allotment of the Warrants and the exercise of option thereof will be governed by the Memorandum and Articles of Association of the Company, the Act, the ICDR Regulations, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, as amended, (“ Listing Regulations ”), applicable rules, notifications and circulars issued by the Reserve Bank of India and such other acts / rules / regulations as maybe applicable and subject to necessary approvals / consents, if any, from the statutory and / or regulatory authorities, as maybe applicable including the Securities and Exchange Board of India.

This resolution is recommended to the members of the Company for their consideration and approval pursuant to the provisions of Sections 42 and 62 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the

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Companies (Share Capital and Debentures) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the provisions of Chapter V of the SEBI ICDR Regulations.The disclosure required in terms of provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the provisions of Chapter V of the SEBI ICDR Regulations are as follows:

a. Particulars of the offer including date of passing of Board resolution:

The Board, in its meeting held on August 19, 2024, has approved the proposal for the creation, offer, issuance and allotment of up to 13,30,000 (Thirteen Lakhs Thirty Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Rs. 5/- (Rupees Five Only) (“Equity Share”) each (“Warrants”) at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of Rs. 750/- (Rupees Seven Hundred and Fifty only) each, payable in cash (“Warrant Issue Price”) , aggregating upto Rs. 99,75,00,000/- (Rupees Ninety-Nine Crore Seventy-Five Lakhs Only) (“Issue Size”) in one or more tranches.

b. The Objects of the issue:

The Company operates significantly through its wholly owned subsidiaries intends to utilize the proceeds raised through the Preferential Issue (“ Issue Proceeds ”) towards the following objects:

Payment towards acquisition of Land / Land Development Rights by the Company and its Subsidiaries including acquisition of stake/shares in entities owning land;
Working Capital Requirements of the Company and its Subsidiaries and
General Corporate Purposes of the Company and its Subsidiaries.

Up to 25% (twenty-five percent) of the Issue Proceeds will be utilised for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws (referred to below as “ General Corporate Purposes ”).

(collectively referred to below as the “ Objects ”).

c. Utilization of Issue Proceeds[(note 6)]

Given that the funds to be received against Warrants conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the

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broad range of intended use of the Issue Proceeds for the above Objects is set out herein below:

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----- Start of picture text -----

Total
estimated
amount to be Total estimated
Tentative
utilised for amount to be
Total estimated timelines for
each of the utilised for each
amount to be utilization of
Objects of the Objects
utilised for each Issue Proceeds
(Rs. In (Rs. In Crores) by
Sr. Crores) by any of its of the Objects from the date of
No. Particulars the Company subsidiaries (Rs. In Crores) receipt of funds
Payment towards
acquisition of Land /
Land Development
Rights by the Company
and its Subsidiaries
including acquisition of
stake/shares in entities within 12 to 18
1. owning land - 25.00 25.00 months
Working Capital
Requirements of the
Company and its within 12 to 18
2. Subsidiaries 50.00 - 50.00 months
3.
General Corporate
Purposes of the
Company and its within 12 to 18
Subsidiaries 24.75 - 24.75 months
Total 74.75 25.00 99.75
----- End of picture text -----

Note 6 : For changes please refer to Point IV of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

*Considering 100% conversion of Warrants into equity shares within the stipulated time.

Given that the Preferential Issue is for convertible Warrants, the Issue Proceeds shall be received by the Company within 18 (eighteen) months from the date of allotment of the Warrants in terms of Chapter V of the SEBI ICDR Regulations, and as estimated by our management, the entire Issue Proceeds would be utilized for the all the aforementioned Objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds, within 12 (Twelve) to 18 (Eighteen) months from the date of receipt of funds for the Warrants (as set out herein).

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If the Issue Proceeds are not utilised (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Management Committee of the Board of Directors of the Company, in accordance with applicable laws.

d. Interim Use of Issue Proceeds

e. Monitoring of utilisation of funds

i. Given that the issue size exceeds Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed Care Ratings Limited, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“ Monitoring Agency ”).

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ii. The Monitoring Agency shall submit its report to the Company in the format specified in Schedule XI of the SEBI ICDR Regulations on a quarterly basis, till 100% (One Hundred Percent) of the Issue Proceeds have been utilized. The Board and the management of the Company shall provide their comments on the findings of the Monitoring Agency in the format as specified in Schedule XI of the SEBI ICDR Regulations. The Company shall, within 45 (forty-five) days from the end of each quarter, upload the report of the Monitoring Agency on its website and also submit the same to the Stock Exchanges.
f. Kinds of securities offered, the total number of shares or other securities to be issued, the price at which security is being offered and amount which the Company intends to raise by way of such securities:

The Company propose to issue in one or more tranches up to 13,30,000 (Thirtheen Lakhs Thirty Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Rs. 5/- (Indian Rupees Five Only) (“Equity Share”) each (“Warrants”) at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of Rs. 750/- (Rupees Seven Hundred and Fifty Only) each payable in cash (“Warrant Issue Price”) , in one or more tranches which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations for an aggregate consideration of up to Rs. 99,75,00,000/- (Rupees Ninety Nine crore Seventy Five Lakhs Only) (“Issue Size”) .

g. Basis on which the price has been arrived at along with report of the registered valuer:
i. In terms of the SEBI ICDR Regulations, the floor price at which the Warrants can be issued is Rs. 750/- respectively, as per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and is the highest of the following:
- d. 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 460.92/- (Rupees Four Hundred and Sixty Point Ninety-Two Only) per equity share;
- e. 10 (ten) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 714/(Rupees Seven Hundred and Fourteen Only) per equity share.
- f. Floor price determined in accordance with the provisions of the articles of association of the Company. However, the articles of association of the

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Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

ii. Since the Preferential Issue is not expected to result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, the Company is not required to obtain a valuation report from an independent registered valuer and consider the same for determining the price. Further, given that the equity shares of the Company have been listed for a period of more than 90 (ninety) trading days prior to the relevant date, the Company is not required to re-compute the issue price as per Regulation 164(3) the SEBI ICDR Regulations, and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations.

h. Name and address of valuer who performed valuation:

i. The price or price band at/within which the allotment is proposed:

As stated in clause f. above, the Warrants are proposed to be issued at an issue price of Rs. 750/- (Rupees Seven Hundred and Fifty Only) per Warrant.

j. Relevant Date with reference to which the price has been arrived at:

The ‘ Relevant Date’ for the purpose of determination of the floor price for issue of the Warrants under the Preferential Issue, as per provisions of Chapter V of the SEBI ICDR Regulations and other applicable laws is Wednesday, August 14, 2024 (“ Relevant Date ”), being the date 30 (Thirty) days prior to the date on which the meeting viz. this Extra-ordinary General Meeting of members of the Company is proposed to be held to consider and approve the Preferential Issue.

k. The class or classes of persons to whom the allotment is proposed to be made:

The equity shares are proposed to be issued and allotted to private investors comprising

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of

(a) Individuals, (b) Hindu Undivided Family, (c) Body Corporate, and (d) an Alternative Investment Fund, who shall hold the equity shares in the Company under the ‘public shareholders’ category.

The Warrants shall be issued and allotted to the Proposed allottees as detailed herein below:

Sr.	Name of the Proposed	Maximum Nos. of	Maximum Amount /Upto
No.	allottees	Warrants to be	(Rs.)
		allotted

1	Ramesh Sawalram Saraogi	13,30,000	99,75,00,000
	Total	13,30,000	99,75,00,000

l. Intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The Promoter, Directors or Key Managerial Personnel does not intent to participate in the Preferential Issue.

m. The proposed time within which the allotment shall be completed:

The Warrants shall be allottees by the Company to the proposed allottees in dematerialized form within a period of 15 (fifteen) days from the date of passing of this special resolution by members of the Company, provided that, where the issue and allotment of the said Warrants to proposed allottees is pending on account of pendency of approval of any regulatory authority (including, but not limited to the Stock Exchange), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals.

n. The names of the proposed allottees, the identity of the natural persons who are the ultimate beneficial owners of the Warrants proposed to be allotted and/ or who ultimately control the proposed allottees and the percentage of post preferential offer capital that may be held by them:

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----- Start of picture text -----

Post-
Pre-
Ultimate preferenti
preferenti
Sr. Name of the Beneficial Maximum al
al
No. Proposed allottees Owners Amount / Up allotment
allotment
(‘UBO’) to (Rs.) Sharehold
Sharehold
ing % #
ing %
@
1. Ramesh Sawalram NA 99,75,00,000 Nil 3
Saraogi
Total 99,75,00,000
----- End of picture text -----

# Assuming completion of the preferential allotment to Proposed allottees (as set out in Resolution No. 1) and Proposed allottees (as set out in Resolution No. 2). @ The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.

o. The change in control, if any, in the Company that would occur consequent to the preferential offer:

The Preferential Issue will not result into change in the control of the Company.

p. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the financial year viz. 2024-2025, no allotment on preferential basis have already been made during the year, in terms of number of securities as well as price

q. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable as the Preferential Issue is proposed to be made for cash consideration.

r. The pre issue and post issue shareholding pattern of the Company:[(note 7)]

The pre issue and the post-issue shareholding pattern of the Company (considering full allotment of equity shares to be issued on preferential basis as per this Notice) is mentioned herein below:

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Pre-Issue Post Issue # @
% of
Sr. No. of Equity % of No. of Equity Sharehold
No. Category Shares Shareholding Shares ing
Promoter and
Promoter Group
A. Shareholders
1 Indian
a) Individuals / HUF 3,17,49,800 71.57 3,17,49,800.00 61.89
b) Bodies Corporate 15,00,000 3.38 15,00,000.00 2.92
c) Others - - - -
Sub-total (A1) 3,32,49,800 74.95 3,32,49,800.00 64.82
2 Foreign - - - -
a) Bodies Corporate - - - -
Sub-total (A2) - - - -
Total Promoters and
Promoters Group (A
= A1 + A2) 3,32,49,800 74.95 3,32,49,800.00 64.82
Non-Promoter /
B. Public Shareholders
1 Institutional Investors 16,64,484 3.75 28,46,436.00 5.55
2 Non-institution
a) Bodies corporate 32,51,702 7.33 36,51,902.00 7.12
b) Directors and relatives - -
c) Indian public 54,41,507 12.27 1,07,95,097.00 21.04
Others (including
d) NRIs) 7,53,618 1.70 7,53,618.00 1.47
Total Non-Promoter /
Public Shareholders (B) 1,11,11,311 25.05 1,80,47,053.00 35.18
Grand Total (A+B) 4,43,61,111 100.00 5,12,96,853.00 100.00
----- End of picture text -----

Note 7 : For changes please refer to Point V of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

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# Assuming completion of the preferential allotment to Proposed allottees (as set out in Resolution No. 1) and Proposed allottees (as set out in Resolution No. 2).

@ The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.

s. The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

As mentioned above, the Proposed Allottees are not forming part of Promoters and Promoter Group of the Company

t. Lock-in Period:

The pre-preferential allotment shareholding of the proposed allottees, if any, in the Company and Warrants allotted in terms of this resolution and the resultant Equity Shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as per the provisions of the ICDR Regulations.

u.

Listing:

Post conversion of Warrants into Equity Shares to be allotted to the proposed allottees under the Preferential Issue shall be listed and shall be admitted for trading on the main Board of Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, subject to requisite approval from the Stock Exchange.

v. Practicing Company Secretary’s Certificate

As required under the provisions of Regulation 163(2) of SEBI ICDR Regulations, a certificate issued by M/s. Rathi & Associates, Practicing Company Secretaries, certifying, inter alia, that the Preferential Issue is being made in accordance with the Chapter V of the SEBI ICDR Regulations shall be placed before the meeting of the members. The said certificate dated by M/s. Rathi & Associate, Practicing Company Secretaries is also hosted on the website of the Company at www.surajestate.com.

w. Undertakings / Confirmations:

The Company is eligible to undertake the preferential issue in accordance with the provisions of the Chapter V of the SEBI ICDR Regulations.
None of the promoters and/or directors of the Company are a fugitive economic offender as defined under the SEBI ICDR Regulations.

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Neither the Company nor any of its promoters and/or directors have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
Each of proposed allottees has confirmed that it has not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.
As the equity shares of the Company are listed on recognized Stock Exchange for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to re-compute the price. However, the Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid by the respective allottees.

The approval of the members is being sought to enable the Board to issue and allot the Warrants on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. The Board of Directors of the Company believes that the proposed issue is in the best interest of the Company and its members. None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding in the Company, if any.

The Board of Directors recommend passing of the special resolution at Item No. 2 of the accompanying notice for the approval of the Members of the Company.

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Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

Place: Mumbai Date: September 04, 2024

Registered Office:

301, 3[rd] Floor, Aman Chambers, Veer Savarkar Marg, Opp. Bengal Chemicals, Prabhadevi, Mumbai - 400025 CIN: U99999MH1986PLC040873 Tel: +91 22 4015 4746, +91 22 401544764 Website: www.surajestate.com E-mail: [email protected]

By Order of the Board of Directors For Suraj Estate Developers Limited

Sd/Shivil Kapoor Company Secretary and Compliance Officer ICSI Membership No. F11865

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AI assistant

Suraj Estate Developers Limited — Proxy Solicitation & Information Statement 2024

62384_rns_2024-09-04_5c6ca2c4-0aed-4af3-92e1-4b862c73453c.pdf

Sub.: Corrigendum to the Notice of Extra Ordinary General Meeting

For Suraj Estate Developers Limited

ANNEXURE-A

CORRIGENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING OF SURAJ ESTATE DEVELOPERS LIMITED

point c of Item No.1 of Explanatory Statement:

UPDATED NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE

SPECIAL BUSINESS

1. Preferential Issue of Equity Shares on Private Placement basis:

2. Preferential Issue of Fully Convertible Warrants on Private Placement basis:

NOTES:

w) Registration of email ID / Bank Account details /Certificates:

OR

Instructions for Shareholders/ Members to Attend the Extra Ordinary General Meeting through Insta Meet:

Click “Go to Meeting”

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

OR

User not registered for IDeAS facility:

METHOD 2 - By directly visiting the e-voting website of NSDL:

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

OR

Users not registered for Easi/Easiest

METHOD 2 - By directly visiting the e-voting website of CDSL.

Individual Shareholders holding securities in demat mode with Depository Participant:

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

A. User ID:

Cast your vote electronically:

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

STEP 2 –Investor Mapping

STEP 3 – Voting through remote e-voting.

METHOD 1 - VOTES ENTRY

OR

VOTES UPLOAD:

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Helpdesk for Individual Shareholders holding securities in demat mode:

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item 1: Issuance of equity shares to private investors by way of preferential issue:

a. Particulars of the offer including date of passing of Board resolution:

b. The Objects of the issue:

c.

Utilization of Issue Proceeds[(Note ][2)]

d. Interim Use of Issue Proceeds

e. Monitoring of utilisation of funds:

f. Kinds of securities offered, the total number of shares or other securities to be

issued, the price at which security is being offered and amount which the Company intends to raise by way of such securities:

h. Name and address of valuer who performed valuation:

i. The price or price band at/within which the allotment is proposed:

j. Relevant Date with reference to which the price has been arrived at:

k. The class or classes of persons to whom the allotment is proposed to be made:

Note 3: For Changes please refer to Point I of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

l. Intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

m. The proposed time within which the allotment shall be completed:

Note 5 : For changes please refer to Point V of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

s. The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

t. Lock-in Period:

u.

Listing:

v. Practicing Company Secretary’s Certificate

w. Undertakings / Confirmations:

Item 2: Issuance of Warrants to persons forming part of the Private investors of the Company by way of preferential issue:

a. Particulars of the offer including date of passing of Board resolution:

b. The Objects of the issue:

c. Utilization of Issue Proceeds[(note 6)]

Note 6 : For changes please refer to Point IV of Annexure A- Corrigendum to the Notice of Extra Ordinary General Meeting

d. Interim Use of Issue Proceeds

e. Monitoring of utilisation of funds

h. Name and address of valuer who performed valuation:

Suraj Estate Developers Limited Proxy Solicitation & Information Statement 2024