Suraj Estate Developers Limited has informed stock exchanges about an upcoming management committee meeting scheduled for February 20, 2026, to deliberate on a significant fundraising initiative through non-convertible debentures.

Fundraising Details

The management committee meeting will consider and approve the raising of funds through private placement of securities. The proposed fundraising structure includes specific parameters designed to meet the company's capital requirements.

Regulatory Compliance

The company has issued this notification in accordance with Regulation 29(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates prior intimation to stock exchanges regarding board meetings that may consider material matters affecting the company.

As part of compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's Code of Conduct, Suraj Estate Developers has implemented a trading window closure. This restriction applies to designated persons and their immediate relatives, effective immediately until 48 hours after the declaration of the management committee meeting outcome.

Corporate Communication

The formal notification was signed by Mukesh Gupta, Company Secretary and Compliance Officer, holding ICSI Membership No. F6959. The communication was digitally signed and submitted to both the National Stock Exchange of India Limited and BSE Limited on February 17, 2026.

The company trades on NSE under the symbol SURAJEST and on BSE with scrip code 544054. This fundraising initiative represents a strategic move to strengthen the company's capital base through debt securities, providing an alternative to equity dilution while meeting operational and expansion requirements.

Suraj Estate Developers Limited has submitted its monitoring agency report for the quarter ended December 31, 2025, in compliance with SEBI regulations. The report, prepared by CARE Ratings Limited as the appointed monitoring agency, provides insights into the utilization of proceeds from the company's preferential issue.

Issue Background and Fund Utilization

The company had originally planned to raise Rs. 500.00 crore through its preferential issue but due to undersubscription, the actual amount raised was Rs. 343.39 crore. The issue comprised 34,12,277 equity shares and convertible warrants, with the issue period running from October 05, 2024, to October 18, 2024.

Quarter Performance and Fund Status

During Q3FY26, the company reported no utilization of issue proceeds toward any of the stated objects. The monitoring agency confirmed that Rs. 293.51 crore has been called and fully utilized as of the quarter end, with no unutilized funds remaining.

Stock Price Concerns and Warrant Viability

The monitoring agency raised significant concerns about the company's stock performance and its impact on warrant conversion. Key observations include:

• Share price declined by over 50% from the offer price
• Stock declined by approximately 59% from its 52-week high
• Closing price of Rs. 264.00 as on December 31, 2025
• Warrant exercise price remains at Rs. 750.00 with balance call value of Rs. 375.00 per share

The monitoring agency noted that the current stock price being significantly lower than the warrant exercise price might affect the viability of the stated objects and could materially impact investor decision-making.

Regulatory Compliance and Timeline

The report confirms that the company has adhered to the prescribed timeline for fund utilization, with all received proceeds deployed within the stipulated 12-18 months period. The company had passed a board resolution dated June 27, 2025, for revision in the cost of objects due to the undersubscription in the preferential issue.

Future Outlook

While no deviations from the disclosed objects were reported during the quarter, the monitoring agency highlighted that the undersubscription and significant stock price decline pose challenges to the overall viability of the stated objectives. The company continues to operate under the revised cost structure approved by the board of directors.