Suraj Ltd

Dear Members,

Your directors are pleased to present the 32nd Annual Report of your Company along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31, 2025:

The total income on a standalone basis for the financial year 2024-25 stood at Rs. 23,796.85 lakhs, representing a decline of 28.78% compared to Rs. 33,411.80 lakhs in the previous year. On a consolidated basis, the total income for the year was Rs. 23,374.29 lakhs, also reflecting a decrease of 28.78% from Rs. 33,411.80 lakhs in the previous year.

The profit after tax on a standalone basis amounted to Rs. 1,324.80 lakhs, registering a decline of 35.89% as compared to the previous year. On a consolidated basis, the profit after tax was Rs. 1,165.00 lakhs, showing a reduction of 45.88% compared to the previous year.

Your company has paid interim dividend of Rs.1.50 per Equity Share of Rs.10 each for the Financial Year ended March 31, 2025.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has been uploaded on the Company's website at https://www.surajgroup.com/ pdfs/Policy/dividend_distribution_policy.pdf.

There is no change in the nature of the company or object during the financial year.

During the year under review, no amount was transfer to any other reserve. The profit earned during the year has been carried to the Balance sheet of the Company.

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules, 2016'), the amount of dividend remaining unclaimed/ unpaid for a period of seven years from the date of transfer to the "Unpaid Dividend Account" is required to be transferred to the Investors Education and Protection Fund (Fund) constituted by the Central Government.

All unclaimed dividend amounts up to financial year 2016-17 have been transferred to Investor Education & Protection Fund.

In terms of Section 124 (6) of the Act read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, and Notifications issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. As required under the said Rules, there was no outstanding equity shares required to be transfer to the IEPF Authority in the financial year 2024-25.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR), 2015"] as annexed as "Annexure-A" forming part of this Annual Report along with the Compliance Certificate on Compliance of the Conditions of Corporate Governance.

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management.

A separate statement containing performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in the prescribed form AOC-1 as an Annexure- B, forming part of this report.

No Company(s) have become or ceased to be subsidiary or joint venture or associate companies, during FY 2024-25.

Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: www.surajgroup.com.

Authorised Capital:

The Company's Authorised Share capital during the financial year ended March 31,2025, remained at Rs. 2325.00 lakhs consisting of 2,32,50,000 equity shares of Rs.10/- (Rupee Ten only) each.

Issued, Subscribed & Paid-up Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2025 remained at Rs.1836.41 Lakhs divided into 18364100 Equity Shares of 10.00 each.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

The Company has NIL outstanding long-term borrowings as on March 31, 2025. In addition to above, the outstanding current borrowings (including long term borrowings maturing within one year) is Rs.6,408.03 Lakhs (previous year Rs.3,366.06 Lakhs) as on March 31, 2025.

During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2025.

During the year under review, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and Listing regulations.

During the year Mr. Anil Kanwal Gidwani (DIN: 09019265) and Mr. Rajesh Chimanlal Kharadi (DIN: 09019293) have tendered their resignation as an Independent Directors of the Company, with effect from January 20, 2025. The Board places on record its deep appreciation for the contributions and guidance provided by Mr. Anil Kanwal Gidwani and Mr. Rajesh Chimanlal Kharadi during their respective tenures on the Board.

On the recommendations of Nomination and Remuneration Committee (NRC), the Board, subject to the approval of the shareholders, has approved the appointments of Mr. Sanjay Dayalji Kukadia and Mr. Saharsh Rajeshbhai Gandhi as an Additional (Independent) Director with effect from January 24, 2025 for a period of 5 years.

Subsequently, the shareholders of the Company, by way of resolutions passed through postal ballot on April 03, 2025, approved the appointments of Mr. Sanjay Dayalji Kukadia and Mr. Saharsh Rajeshbhai Gandhi as an Independent Directors for a period of 5 years w.e.f. January 24, 2025.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations received from the ID's, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Mr. Gunvantkumar Tarachand Shah, Whole-time Director & Vice Chairman of the Company has been re-appointed for a period of 5 years w.e.f. March 28, 2021. Accordingly, term of Mr. Gunvantkumar Tarachand Shah expires on March 27, 2026. Based on the recommendation of the NRC, your directors have proposed re-appointment of Mr. Gunvantkumar Tarachand Shah as Wholetime Director & Vice Chairman of the Company for a period of 3 years commencing from March 28, 2026 by the members of the Company by way of Special Resolution at the ensuing Annual General Meeting. Your directors recommend passing of the special resolutions by the members.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ashok Tarachand Shah, Director of the Company, is retiring by rotation at the ensuing AGM of the Company and is eligible offers himself for re-appointment.

Your Board recommends the re-appointment of Mr. Ashok Tarachand Shah, as Director of the Company.

The particulars in respect of Mr. Ashok Tarachand Shah as required under Regulation 36(3) of Listing Regulations and Secretarial Standard -2, are mentioned in the Notice of AGM.

Performance Evaluation of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report

Remuneration Policy:

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The policy of the Company on directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company at: www.surajgroup.com/pdfs/Policy/Nomination_and_remuneration_policy.pdf.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: www.surajgroup.com.

The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.

1. Ashok Tarachand Shah, Director & Chief Financial Officer (CFO)

2. Kunal Tarachand Shah, Managing Director

3. Gunvantkumar Tarachand Shah, Whole-Time Director

4. Shilpa Mangaldas Patel, Whole-Time Director

5. Rashmi Krunal Lakhani, Company Secretary

During the year Mr. Maunish Gandhi resigned from the Position of the Company Secretary and Compliance officer w.e.f. May 11, 2024. Mr. Dharmvijay Solanki had been appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 12, 2024 and resigned w.e.f. June 03, 2024. Mr. Rahul Sheth has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 17, 2024 and resigned w.e.f. June 27, 2024. Mrs. Rashmi Krunal Lakhani has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. September 23, 2024.

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are Reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

The Board of Directors met 9 (Nine) times during the F.Y. 2024-25 and having gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee is given in the Corporate Governance Report. As at March 31, 2025, Mr. Altesh Shah is the Chairman of the Committee and Mr. Saharsh Rajeshbhai Gandhi and Mr. Sanjay Dayalji Kukadia are the Members of the Committee.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Rinkesh Shah & Co., Chartered Accountants, Statutory Auditors of the company shall hold the office till the conclusion of 34th Annual General Meeting of the Company to be held in the year 2027.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

ii) Cost Auditors:

Your directors have, based on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025) as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2025-26 on existing remuneration of Rs.1,45,000/- subject to ratification of the remuneration by the Members. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, is included in the Notice convening the 32nd Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.

Your Company has received consent from M/s. Kiran J. Mehta & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arm's length relationship.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Hardik Jetani & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for FY25.

The Secretarial Audit Report is appended as Annexure-C to the Board's Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/ s. Hardik Jetani & Associates, Company Secretaries (Firm Registration Number S2019GJ685300) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years,

i.e.; from FY2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s. Hardik Jetani & Associates, Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

Further, in terms of the regulatory requirements, M/s. Hardik Jetani & Associates has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

Conservation of energy and technology absorption:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure-D" to this report.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-D to this report.

The Company has formulated the Risk Management Policy which indicates Company's standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm. The risk management policy is available on the Company's website at https://www.surajgroup.com/pdfs/Policy/ Risk_Management_Policy.pdf.

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company's Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Company's website at web link: https://www.surajgroup.com/investor_relations.

All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure-E.

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is covered in the Corporate Governance Report.

The Company has also formulated a CSR policy ("CSR Policy") in accordance with the requirements of the Act containing details specified therein. The CSR Policy may be accessed on the Company's website at the web link: https://www.surajgroup.com/ pdfs/Policy/csr_policy.pdf.

During the year under review, no changes were made to the CSR Policy.

During the year, the overall CSR spend was Rs. 42 lakhs. The Company spent Rs. 0.48 lakhs in excess of its cSr obligations and the excess amount will be set off against the required 2% CSR budget over the next immediate succeeding financial years.

An annual report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-F to the Board's Report.

The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at https://www.surajgroup.com/investor_relations.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure-G to this Report.

In terms of second proviso to Section 136 of the Act, the Report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members.

The Board affirms that the remuneration paid to the employees of the Company is as per the policy on Directors' appointment and remuneration/ compensation for Directors, Senior Management Personnel, Key Managerial Personnel and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. During the year under review, no complaint was received from a whistleblower.

The vigil mechanism/whistle blower policy is available on the Company's website at https:// www.surajgroup.com/pdfs/Policy/Policy-for-Vigil-Mechanism.pdf.

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences of sexual harassment reported.

The Company has a risk management framework and Board members are informed about risk assessment and minimization procedures and periodical review to ensure management controls risk by means of a properly designed framework.

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

34. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as

there were no transactions/ instances on these items during the year under review:

1. There were no material changes or commitments affecting the financial position of the Company and except as reported in the Board's Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company's operations in future.

3. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

4. There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

The Directors take this opportunity to convey their sincere appreciation to the various departments of the Central and State Governments, the Company's bankers, material suppliers, customers, and shareholders for their continued support, cooperation, and guidance. The Board also places on record its deep appreciation for the dedicated efforts, commitment, and contribution of employees at all levels, which have been instrumental in the Company's performance and growth.