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Suraj Estate Developers Limited — Proxy Solicitation & Information Statement 2025
Nov 3, 2025
62384_rns_2025-11-03_ba6b5cd5-d01e-41d9-9f50-351d1ac06454.pdf
Proxy Solicitation & Information Statement
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Date: November 03, 2025
To National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (East) Mumbai – 400 051 NSE Symbol: SURAJEST
To BSE Limited Phiroze Jeejeebhoy Towers 21st Floor, Dalal Street Mumbai – 400 001 BSE Scrip Code: 544054
Subject: Notice of Postal Ballot
Respected Sir / Madam,
We hereby inform that, the Company at its Board meeting held on October 27, 2025 approved Notice for Postal Ballot for the following special business:
| SR. | PARTICULARS | TYPE OF RESOLUTION |
|---|---|---|
| NO. | ||
| 1 | APPOINTMENT OF DR. ANANTA SINGH RAGHUVANSHI (DIN:02128559) AS WOMEN INDEPENDENT DIRECTOR OF THE COMPANY;. |
SPECIAL |
In this regard and in compliance with Regulation 30 (read with Para A of Part A of Schedule III) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and SEBI Circular No. SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated July 13, 2023, please find enclosed copy of the Notice of Postal Ballot (“Notice”) dated October 27, 2025 together with Explanatory Statement thereto.
In conformity with the above requirements, the said Notice has already been sent electronically to all those Members whose names appear in the Register of Members/List of Beneficial Owners and whose e-mail IDs are registered with the Company/Depositories/ Depository Participants as on Friday, October 31, 2025, being the Cut-off date.
In accordance with the provisions of the MCA Circulars, the Company has arranged for the Members to register their e-mail addresses. Therefore, those Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the Postal Ballot Notice.
SURAJ ESTATE DEVELOPERS LIMITED
www.surajestate.com
Aman Chambers, 3[rd] Floor, Century Bazaar, Prabhadevi, Mumbai, Maharashtra 400025 Call +91 022 2437 7877/+91 022 2436 0802/ +91 022 2432 7656/ +91 022 2436 3471 CIN No. L99999MH1986PLC040873
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The Company has engaged the services of MUFG Intime India Private Limited for providing remote e-voting facility to the Members. The remote e-voting period shall commence at 09:00 a.m. (IST) on Tuesday, November 04, 2025 and will conclude at 05:00 p.m. (IST) on Wednesday, December 03, 2025 . The Result of the Postal Ballot / remote E-voting shall be declared on or before Saturday, December 05, 2025.
This is for your information and records.
Thanking you, Yours Sincerely,
For Suraj Estate Developers Limited
Digitally signed by MUKESH KUMAR GUPTA DN: c=IN, st=Maharashtra,
2.5.4.20=1bacea48f3178417f50630b1d615eeca2c481aa MUKESH 3cd8e53265ab31f8128b73c9d, postalCode=400615, street=702 PLATINO A WING LODHA SPLENDORA BHAYANDERPADA GHODBUNDER ROAD THANE, pseudonym=cc9c048206627f7dd25fd07b374577ac, KUMAR GUPTA serialNumber=e3ccda6acbd5a6330b0d1256652d4c109cc5082784abf7fb89266a4d6a0a78b4, o=Personal, cn=MUKESH KUMAR GUPTA Date: 2025.11.03 18:03:05 +05'30'
Mukesh Gupta
Company Secretary & Compliance Officer
ICSI Membership No. F6959
Enclosed as above
www.surajestate.com
SURAJ ESTATE DEVELOPERS LIMITED Aman Chambers, 3[rd] Floor, Century Bazaar, Prabhadevi, Mumbai, Maharashtra 400025 Call +91 022 2437 7877/+91 022 2436 0802/ +91 022 2432 7656/ +91 022 2436 3471 CIN No. L99999MH1986PLC040873
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NOTICE OF POSTAL BALLOT
[Pursuant to Sections 110 and 108 of the Companies Act, 2013 read with the Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended, and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time]
Dear Member(s),
NOTICE is hereby given to the Members of Suraj Estate Developers Limited (‘ the Company’) pursuant to Sections 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or re‐ enactment thereof for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India (“Secretarial Standard ‐ 2”), each as amended and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e‐voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025 (“MCA Circulars”) and any other applicable laws
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SURAJ ESTATE DEVELOPERS LIMITED
Aman Chambers, 3[rd ] Floor, Century Bazaar, Prabhadevi, Mumbai, Maharashtra 400025 Call +91 022 4015 4764/022 40154898 CIN No. L99999MH1986PLC040873 www .surajestate.com
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and regulation, to transact the special business as considered in the resolution appended below through Postal Ballot only by way of voting through electronic means (“Remote e‐ voting ”):
SR. NO. PARTICULAR Appointment of Dr. Ananta Singh Raghuvanshi (DIN: 02128559) as 1 Woman Independent Director
Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the Statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof is annexed to this Notice of Postal Ballot for your consideration and forms part of this Notice of Postal Ballot (" Notice ").
In accordance with the MCA Circulars, Notice and the e‐voting instructions are being sent only by email to those Members who have registered their email address with their Depository Participants (“ DPs ”) or with MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) ( “MUFG” ), Registrar and Transfer Agent of the Company and whose names appears in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) (collectively referred to as “ Depositories ”) as on Friday, October 31, 2025 (“ Cut‐off Date ”) and the communication of assent / dissent of the Members on the resolution proposed in the Notice will only take place through the e‐ voting system.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 110 and 108 of the Act read with the Rules, the MCA Circulars and Secretarial Standard – 2, the Company is providing only e‐voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The instructions for remote e‐voting are appended to this Notice. The Company
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has engaged the services of MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) , Registrar and Transfer Agent of the Company NSDL for the purpose of providing e‐voting facility to its members. The Notice is also available on the website of the Company i.e., www.surajestate.com
The Board of Directors of the Company has appointed Mr. Himanshu S. Kamdar (FCS No. F5171) partner of M/s. Rathi & Associates, Practicing Company Secretaries (Firm Registration Number: P1988MH011900) as the Scrutinizer and they have communicated their willingness to be appointed to submit the report on voting pattern on votes cast by members on the resolution proposed for their approval. Members desiring to exercise their vote through the e‐voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e‐voting.
The Remote e‐voting period commences at 9.00 a.m. IST on Tuesday, November 04, 2025 and ends at 5.00 p.m. IST on Wednesday, December 03, 2025.
The results of the Postal Ballot/ e‐voting will be declared along with the Scrutinizer’s Report on or before Friday, December 05, 2025 and shall be placed on the website of the Company at www.surajestate.com; on the e‐voting website of MUFG at https://instavote.linkintime.co.in and shall also be simultaneously communicated to BSE Limited at www.bseindia.com & National Stock Exchange of India Limited at www.nseindia.com. The resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for e‐voting i.e. Wednesday, December 03, 2025.
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SPECIAL BUSINESS:
ITEM NO 1:
TO APPOINT DR. ANANTA SINGH RAGHUVANSHI (DIN:02128559) AS AN INDEPENDENT DIRECTOR OF THE COMPANY;
To consider and, if thought fit, to pass the following resolution as a Special Resolution : “ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and pursuant to the provision of regulation of 17 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ the SEBI Listing Regulations ”) (including any statutory modification or re‐enactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendations of the Nomination and Remuneration Committee and that of the Board of Directors, Dr. Ananta Singh Raghuvanshi (DIN: 02128559), who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) consecutive years up to and including September 09, 2030, and whose office shall not be liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
Registered Office: 301, 3rd Floor, Aman Chambers, Veer Savarkar Marg, Opp. Bengal Chemicals, Prabhadevi, Mumbai 400025 Date: October 27, 2025
For: Suraj Estate Developers Limited
Mukesh Gupta Company Secretary and Compliance Officer Membership No. F6959
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NOTES:
1. The relevant explanatory statement pursuant to the provisions of Section 102(1) of the Act, Secretarial Standard ‐ 2 and SEBI Listing Regulations, wherever applicable, setting out the material facts and reasons, in respect of Item Nos. 1 of this Notice of Postal Ballot, is annexed herewith.
2. The Ministry of Corporate Affairs (“MCA”) vide MCA Circulars, has permitted companies to conduct the postal ballot by sending the notice in electronic form only. Accordingly, physical copy of the Notice of Postal Ballot along with Postal Ballot Form and pre‐paid Business Reply Envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of e‐voting only.
3. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide facility of e‐voting, to enable its Members to cast their votes electronically in respect of the resolution as set out in this Notice of Postal Ballot (‘Notice’). The Company has engaged the services of (“MUFG”) to provide e‐voting facility to its Members.
4. In conformity with the regulatory requirements, the Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on Friday, October 31, 2025 (“Cut‐ off Date”), and who have registered their e‐mail addresses with the Company or with the Depositories. Members may note that this Notice will also be available on the Company’s website at http://www.surajestate.com and on the website of MUFG at https://instavote.linkintime.co.in.
5. Voting rights will be reckoned on the paid‐up value of shares registered in the names of the Members on Cut‐off Date i.e. Friday, October 31, 2025. Only those Members whose names are recorded in the Register of Members of the Company or in the List of Beneficial Owners
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maintained by the Depositories as on the Cut‐off Date will be entitled to cast their votes. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for e‐voting i.e. Wednesday, December 03, 2025.
6. Members can vote on the Resolution only through e‐voting. E‐voting will commence at 9:00 A.M. (IST) on Tuesday, November 04, 2025 and will end at 5:00 P.M. (IST) on Wednesday December 03, 2025. During this period, Members who hold shares either in physical form or in dematerialized form, as on Friday, October 31, 2025, i.e. Cut‐off Date, may cast their vote electronically. The e‐voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.
7. The Company hereby requests all its Members to register/ update their email addresses, if not yet registered/updated, to promote green initiative and to enable the Company to provide all communications to the Members through email. To facilitate Members to receive the Notice electronically and cast their vote electronically, the Company has made special arrangements with our RTA i.e. MUFG Intime India Private Limited for registration of e‐mail addresses in terms of the MCA Circulars. This Notice will also be available on the Company’s website i.e. www.surajestate.com .
8. The Board of Directors has appointed Mr. Himanshu Kamdar (FCS Number F5171) partner of M/s Rathi & Associates, Practicing Company Secretary ( Firm Registration Number P1988MH011900) as the Scrutinizer, to scrutinize the e‐voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of e‐voting will be final.
9. All the documents referred to in this Notice and Explanatory Statement will be available for inspection by the Members between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays & Sundays, from the date hereof until the last date of e‐voting. Members seeking to inspect such documents can send a request over an e‐mail to [email protected]
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PROCEDURE/INSTRUCTIONS FOR REMOTE E‐VOTING
In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e‐Voting facility.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 ‐ NSDL IDeAS facility
Shareholders registered for IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
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c) Post successful authentication, you will be able to see e‐Voting services under Value added services section. Click on “Access to e‐Voting” under e‐Voting services.
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d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.
Shareholders not registered for IDeAS facility:
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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
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b) Enter 8‐character DP ID, 8‐digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a‐d).
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METHOD 2 ‐ NSDL e‐voting website
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a) Visit URL: https://www.evoting.nsdl.com
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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c) Enter User ID (i.e., your 16‐digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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d) Post successful authentication, you will be re‐directed to NSDL depository website wherein you will be able to see e‐Voting services under Value added services. Click on “Access to e‐ Voting” under e‐Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.
METHOD 3 ‐ NSDL OTP based login
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a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
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b) Enter your 8 ‐ character DP ID, 8 ‐ digit Client Id, PAN, Verification code and generate OTP.
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c) Enter the OTP received on your registered email ID/ mobile number and click on login.
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d) Post successful authentication, you will be re‐directed to NSDL depository website wherein you will be able to see e‐Voting services under Value added services. Click on “Access to e‐ Voting” under e‐Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.
Individual Shareholders registered with CDSL Easi/ Easiest facility
METHOD 1 ‐ CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility:
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a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
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b) Enter existing username, Password & click on “Login”.
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c) Post successful authentication, user will be able to see e‐voting option. The evoting option will have links of e‐voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.
Shareholders not registered for Easi/ Easiest facility:
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a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
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b) Proceed with updating the required fields for registration.
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- c) Post successful registration, user will be provided username and password. Follow steps given above in points (a‐c).
METHOD 2 ‐ CDSL e‐voting page
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a) Visit URL: https://www.cdslindia.com
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b) Go to e‐voting tab.
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c) Enter 16‐digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) Post successful authentication, user will be able to see e‐voting option. The evoting option will have links of e‐voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to 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.
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a) Login to DP website
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b) After Successful login, user shall navigate through “e‐voting” option.
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c) Click on e‐voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e‐voting feature.
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d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.
Login method for shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non‐Individual Shareholders holding securities in demat mode as on the cut‐off date for e‐voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
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b) Enter details as under:
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c) User ID: Enter User ID
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d) Password: Enter existing Password
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e) Enter Image Verification (CAPTCHA) Code
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f) Click “Submit”.
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- g) (Home page of e‐voting will open. Follow the process given under "Steps to cast vote for Resolutions”)
Shareholders not registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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User ID: Enter User ID
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PAN: Enter your 10‐digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company
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shall use the sequence number provided to you, if applicable.
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DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company ‐ in DD/MM/YYYY format)
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Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
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Shareholders holding shares in NSDL form , shall provide ‘D’ above
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Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
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Set the password of your choice.
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(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).
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Enter Image Verification (CAPTCHA) Code.
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Click “Submit” (You have now registered on InstaVote).
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Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a‐b).
STEP 2: Steps to cast vote for Resolutions through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e‐voting”.
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B. Select ‘View’ icon. E‐voting page will appear.
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C. 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).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. 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.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy
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Advisor’s Recommendation” option provides access to expert insights during the e‐Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
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A. Visit URL: https://instavote.linkintime.co.in
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B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
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C. Fill up your entity details and submit the form.
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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].
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E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)
STEP 2 – Investor Mapping
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A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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B. Click on “Investor Mapping” tab under the Menu Section
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C. Map the Investor with the following details:
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1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
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2) ‘Investor’s Name ‐ Enter Investor’s Name as updated with DP.
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3) ‘Investor PAN’ ‐ Enter your 10‐digit PAN.
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4) ‘Power of Attorney’ ‐ Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.
Further, Custodians and Mutual Funds shall also upload specimen signatures.
- D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.
STEP 3 – Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e‐voting period.
METHOD 1 ‐ VOTES ENTRY
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) Click on “Votes Entry” tab under the Menu section.
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c) Enter the “Event No.” for which you want to cast vote.
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Event No. can be viewed on the home page of InstaVote under “On‐going Events”.
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d) Enter “16‐digit Demat Account No.”.
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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). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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f) 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.
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(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 ‐ VOTES UPLOAD
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) After successful login, you will see “Notification for e‐voting”.
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c) Select “View” icon for “Company’s Name / Event number”.
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d) E‐voting page will appear.
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e) Download sample vote file from “Download Sample Vote File” tab.
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f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
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g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
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(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: ‐ Tel: 022 – 4918 6000.
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.
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Login type Helpdesk details Individual Shareholders Members facing any technical issue in login can holding securities in contact NSDL helpdesk by sending request at demat mode with [email protected] or call at: 022 ‐ 4886 7000 NSDL Individual Members facing any technical issue in login can Shareholders contact CDSL helpdesk by sending request at holding securities in [email protected] or contact at toll demat mode with free no. 1800 22 55 33 CDSL
Forgot Password:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on “Login” under ‘SHARE HOLDER’ tab.
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Click “forgot password?”
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
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Click “forgot password?”
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Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. 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.
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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions ‐ Shareholders
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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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
(As required by Section 102(1) of the Companies Act, 2013, the explanatory statement sets out all material facts relating to the special business mentioned in the accompanying Notice)
ITEM NO. 1
APPOINTMENT OF DR. ANANTA SINGH RAGHUVANSHI (DIN:02128559) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
As per the Regulation 3(2) of the Securities and Exchange Board (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBI (LODR) Regulations 2015”), the Company on the basis of Average Market capitalization as on December 31, 2024, published by the Stock Exchange, falls under the Top 1000 Listed Companies, and accordingly as per the proviso of Regulation 17(1)(a), the Company is required to appoint a Woman Independent Director.
The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, through resolution by circular on dated September 10, 2025 appointed, subject to approval of members, Dr. Ananta Singh Raghuvanshi (DIN: 02128559) as an Independent Director for the continuous period of five years with effect from September 10, 2025
Pursuant to Regulation 17(1C) read with Regulation 25(2A) of the SEBI Listing Regulations, the appointment of Independent Director is required to be approved by Members by way of Special resolution by next general meeting or within a period of three months from the date of appointment, whichever is earlier.
The Company has also received written consent from Dr. Ananta Singh Raghuvanshi for her appointment and declarations under Sections 164 and 149(6) of the Companies Act, 2013, as well as Regulation 16(1)(b) of the SEBI Listing Regulations. Furthermore, Dr. Ananta Singh Raghuvanshi has confirmed that she is not disqualified from holding the office of Director by any SEBI order or other regulatory authority and is registered in the Independent Director’s databank maintained by the Indian Institute of Corporate Affairs.
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In compliance with the Companies Act, 2013, the Company also received a notice from a shareholder, pursuant to Section 160, proposing Dr. Ananta Singh’s appointment as an Independent Director.
BRIEF PROFILE:
Dr. Ananta Singh Raghuvanshi is a PhD in Management, MRICS, and a TEDx speaker.
She has served as a Real Estate industry leader for 34 years and held coveted and challenging responsibilities as Executive Director at DLF, Chief Executive‐ Retail at Emaar MGF, Senior Director at Damac, and Senior Executive Director at Experion developers. She has launched over 100 products across 20 cities.
She is currently the Chairperson and Founder of NAREDCO Mahi, under the aegis of the Ministry of Housing and Urban Affairs. She is Independent Director on the board of Share India Securities Ltd.
She is contributing to society through initiatives of water saving, skilling, gender integration, a start‐up incubator, and sustainability. She is the Gem of Mentor India & Regional Mentor of change, Atal Innovation Mission, and a recipient of over 40 prestigious awards, and a Jury member for ET and Realty Awards too.
She is the Managing Trustee of Ananta Achievers Trust, contributing to rejuvenating water bodies, elder care, and education.
Keeping in view her expertise and knowledge which shall add value to the decisions of the Board, it will be in the interest of the Company that Dr. Ananta Singh Raghuvanshi is appointed as an Independent Director of the Company.
In the opinion of the Board, considering the expertise and knowledge of Dr. Ananta Singh Raghuvanshi and fulfill the conditions specified in the Act, its rules framed thereunder and SEBI Listing Regulations for appointment as an Independent Director and she is independent
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of the Management. Accordingly, the Board recommends the resolution as set out in Item No. 1 for approval of the Members, as a Special Resolution.
The details of Dr. Ananta Singh Raghuvanshi as required under Secretarial Standard – 2 and Regulation 36 of the SEBI Listing Regulations, as applicable, are provided in ‘Annexure I’ to the Notice.
A copy of the draft letter of appointment for Independent Director, outlining the terms and conditions of her appointment, is available for inspection on the Company's website at www.surajestate.com
Except Dr. Ananta Singh Raghuvanshi, none of directors or Key Managerial Personnel of the Company and their relatives in any way, is concerned or interested, financially or otherwise, in the said resolution.
Registered Office:
For: Suraj Estate Developers Limited
301, 3rd Floor, Aman Chambers, Veer Savarkar Marg, Opp. Bengal Chemicals, Prabhadevi, Mumbai 400025
Mukesh Gupta Company Secretary and Compliance Officer Membership No. F6959
Date: October 27, 2025
Place: Mumbai
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ANNEXURE I PROFILE OF DIRECTOR SEEKING APPOINTMENT/ CONTINUATION [Pursuant to Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations]
==> picture [436 x 527] intentionally omitted <==
----- Start of picture text -----
Name of Director Dr. Ananta Singh Raghuvanshi
Director Identification 02128559
Number
Designation / Category of Independent Director
Directorship
Age 56 Years
Nationality Indian
Date of first appointment 10‐09‐2025
Qualification PhD in Management, MRICS,
and a TEDx speaker.
Brief Resume/Experience (including As detailed in the resolution and explanatory
expertise in specific functional statement under Item No. 1
area)
Terms and conditions of appointment 5 consecutive years commencing from
September 10, 2025, shall not be liable to
retire for rotation.
Remuneration last drawn Nil
Remuneration proposed to be paid Sitting fees for attending the Board and Committee
Meetings and Commission, if any, as may be
approved by the Board / shareholders from time to
time.
Number of equity shares held in the Nil
Company or for any other person on
a beneficial basis
----- End of picture text -----
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==> picture [436 x 410] intentionally omitted <==
----- Start of picture text -----
Number of Board Meetings Nil
attended during FY 2024‐25 (up to
October 30, 2025)
List of Directorships held in other Share India Securities Limited‐Independent
Director
Companies including listed entities, if
any
Chairmanship/ Membership Nomination and Remuneration Committee – Share
of the Committees of Boards of other India Securities Limited
companies
Names of listed entities Nil
from which he/she resigned in past
three years.
Relationship with other Dr. Ananta Singh Raghuvanshi is not related to
Directors/ Key Managerial Personnel any Directors/ Key Managerial Personnel of the
Company
In case of Independent Directors, the Marketing, Sales, Legal
skills and capabilities required for the
role and the manner in which the
proposed person
meets such requirements
----- End of picture text -----*
* List of Directorships held in other Companies including listed entities, if any – does not include private companies or section 8 entity.
Registered Office: For: Suraj Estate Developers Limited 301, 3rd Floor, Aman Chambers, Veer Savarkar Marg, Opp. Bengal Chemicals, Prabhadevi, Mumbai 400025 Mukesh Gupta Date: October 27, 2025 Company Secretary and Compliance Officer Place: Mumbai Membership No. F6959
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