Integrated Governance

SURATWWALA BUSINESS GROUP LIMITED

General information about company

Scrip code	543218
NSE Symbol	SBGLP
MSEI Symbol	NOTLISTED
ISIN	INE05ST01028
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Yearly
Date of Quarter Ending	31-03-2025
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	The Disclousre under Annexure 1 (part C) related to Disclousre of Acquisition of shares or voting rights in unlisted Companies in not applicable to the entity
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	false	The Disclousre under Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of imposition of Fines or Penalty is not Applicable to the entity.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	false	The Disclosure under Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is not Applicable to the entity.
Risk management committee	false
Market Capitalisation as per immediate previous Financial Year	Top 2000 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	COMZ00746
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

true

Whether Chairperson is related to MD or CEO

true

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

Category 1 of directors

Category 2 of directors

Category 3 of directors

Whether the director is disqualified?

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]

Date of passing special resolution

Initial Date of appointment

Date of Re-appointment

Date of cessation

Tenure of director(in months)

No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)

No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)

Reason for Cessation

Notes for not providing PAN

Notes for not providing DIN

JATIN DHANSUKHLAL SURATWALA

Executive Director

Chairperson

false

Active

31-08-2008

30-11-2024

MANOJ DHANSUKHLAL SURATWALA

Executive Director

Not Applicable

false

Active

31-08-2008

30-11-2024

Mrs

HEMABEN PANKAJKUMAR SUKHADIA

Non-Executive - Non Independent Director

Not Applicable

false

Active

31-08-2008

19-07-2024

DIMPLE SANGHVI

Non-Executive - Independent Director

Not Applicable

false

Active

30-11-2019

30-11-2024

PRAMOD JAIN

Non-Executive - Independent Director

Not Applicable

false

Active

30-11-2019

30-11-2024

SHAILESH KASEGAONKAR

Non-Executive - Independent Director

Not Applicable

false

Active

19-07-2022

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory	Textual Information(1)

Text Block

Textual Information(1)

In the Risk Management Committee following 2 members are also in the commitee: Mr. Hitendra Suratwala Mr. Manish Kasliwal

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	PRAMOD JAIN	Non-Executive - Independent Director	Chairperson	30-12-2019
2	DIMPLE SANGHVI	Non-Executive - Independent Director	Member	30-12-2019
3	JATIN DHANSUKHLAL SURATWALA	Executive Director	Member	30-12-2019
4	SHAILESH KASEGAONKAR	Non-Executive - Independent Director	Member	05-08-2023

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	PRAMOD JAIN	Non-Executive - Independent Director	Chairperson	30-12-2019
2	DIMPLE SANGHVI	Non-Executive - Independent Director	Member	30-12-2019
3	HEMABEN PANKAJKUMAR SUKHADIA	Non-Executive - Non Independent Director	Member	19-07-2022
4	SHAILESH KASEGAONKAR	Non-Executive - Independent Director	Member	05-08-2023

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	DIMPLE SANGHVI	Non-Executive - Independent Director	Chairperson	30-12-2019
2	JATIN DHANSUKHLAL SURATWALA	Executive Director	Member	30-12-2019
3	MANOJ DHANSUKHLAL SURATWALA	Executive Director	Member	30-12-2019
4	SHAILESH KASEGAONKAR	Non-Executive - Independent Director	Member	05-08-2023

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	JATIN DHANSUKHLAL SURATWALA	Executive Director	Chairperson	26-10-2024
2	MANOJ DHANSUKHLAL SURATWALA	Executive Director	Member	26-10-2024
3	PRAMOD JAIN	Non-Executive - Independent Director	Member	26-10-2024

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	DIMPLE SANGHVI	Non-Executive - Independent Director	Chairperson	30-12-2019
2	JATIN DHANSUKHLAL SURATWALA	Executive Director	Member	30-12-2019
3	MANOJ DHANSUKHLAL SURATWALA	Executive Director	Member	30-12-2019
4	SHAILESH KASEGAONKAR	Non-Executive - Independent Director	Member	05-08-2023

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	26-10-2024			true	6	5	3
2	04-02-2025	100		true	6	6	3

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory									Textual Information(1)
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	26-10-2024				true	4	4	3	2
2	Audit Committee	04-02-2025	100			true	4	4	3	2
3	Risk Management Committee	04-02-2025			In the Risk Management Committee following 2 members are also in the commitee: Mr. Hitendra Suratwala Mr. Manish Kasliwal	true	3	3	1	2

Text Block

Textual Information(1)

In the Risk Management Committee following 2 members are also in the commitee: Mr. Hitendra Suratwala Mr. Manish Kasliwal

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	POOJA THORAVE
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
1	Details of business	Yes		WWW.SURATWWALA.CO.IN
2	Terms and conditions of appointment of independent directors	Yes		WWW.SURATWWALA.CO.IN
3	Composition of various committees of board of directors	Yes		WWW.SURATWWALA.CO.IN
4	Code of conduct of board of directors and senior management personnel	Yes		WWW.SURATWWALA.CO.IN
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		WWW.SURATWWALA.CO.IN
6	Criteria of making payments to non-executive directors	Yes		WWW.SURATWWALA.CO.IN
7	Policy on dealing with related party transactions	Yes		WWW.SURATWWALA.CO.IN
8	Policy for determining ‘material’ subsidiaries	Yes		WWW.SURATWWALA.CO.IN
9	Details of familiarization programmes imparted to independent directors	Yes		WWW.SURATWWALA.CO.IN
10	Email address for grievance redressal and other relevant details	Yes		WWW.SURATWWALA.CO.IN
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		WWW.SURATWWALA.CO.IN
12	Financial results	Yes		WWW.SURATWWALA.CO.IN
13	Shareholding pattern	Yes		WWW.SURATWWALA.CO.IN
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange	NA
15.2	Audio or video recordings and transcripts of post earnings/quarterly calls	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		WWW.SURATWWALA.CO.IN
18	Credit rating or revision in credit rating obtained	NA
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	Yes		WWW.SURATWWALA.CO.IN
20	Secretarial Compliance Report	Yes		WWW.SURATWWALA.CO.IN
21	Materiality Policy as per Regulation 30 (4)	Yes		WWW.SURATWWALA.CO.IN
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		WWW.SURATWWALA.CO.IN
23	Disclosures under regulation 30(8)	Yes		WWW.SURATWWALA.CO.IN
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	Yes		WWW.SURATWWALA.CO.IN
26	Annual return as provided under section 92 of the Companies Act, 2013	Yes		WWW.SURATWWALA.CO.IN
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		WWW.SURATWWALA.CO.IN
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		WWW.SURATWWALA.CO.IN
29	Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

Annexure II

II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'	16(1)(b) & 25(6)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	NA
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	Yes
18	Composition of nomination & remuneration committee	19(1) & (2)	Yes
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
20	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee meeting	21(3B)	NA
28	Gap between the meetings of the Risk Management Committee	21(3C)	NA
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
32	Approval for material related party transactions	23(4)	Yes
33	Disclosure of related party transactions on consolidated basis	23(9)	Yes
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	Yes
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	NA
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	NA
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Disclosure of Shareholding by Non-Executive Directors	26(4)
47	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
48	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	NA
49	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2)	Yes
Any other information to be provided

Annexure II

1	Name of signatory	POOJA THORAVE
2	Designation	Company Secretary and Compliance Officer

Annexure II

III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
Any other information to be provided

Annexure II

1	Name of signatory	POOJA THORAVE
2	Designation	Company Secretary and Compliance Officer

Signatory Details

Name of signatory	POOJA THORAVE
Designation of person	Company Secretary and Compliance Officer
Place	PUNE
Date	10-04-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		0
No. of investor complaints disposed off during the Quarter		0
No. of investor complaints those remaining unresolved at the end of the Quarter		0