07 Aug, EOD - Indian

SENSEX 80623.26 (0.10)

Nifty Next 50 66338.1 (0.24)

Nifty Pharma 21684.8 (0.75)

Nifty IT 34726.8 (0.87)

Nifty Smallcap 100 17692.65 (0.17)

Nifty 50 24596.15 (0.09)

Nifty Bank 55521.15 (0.20)

Nifty Midcap 100 56938.3 (0.33)

07 Aug, EOD - Global

NIKKEI 225 41059.15 (0.65)

HANG SENG 25081.63 (0.69)

S&P 6342.91 (-0.36)

LOGIN HERE

companylogoSuraj Industries Ltd

You are Here : Home > Markets > CompanyInformation > Company Background
BSE Code : 526211 | NSE Symbol : | ISIN : INE170U01011 | Industry : Trading |


Directors Reports

To,

The Members,

Your Directors hereby present the 33rd Annual Report of M/s Suraj Industries Limited (“The Company”) on Company's Business Operation along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The financial performance of the Company for the year under review and comparative figures for the previous year are summarized below:

(Amount in Lakhs)

Standalone

Consolidated

Particulars

2024-2025 2023-2024 2024-2025 2023-2024

Total Income

3218.19 5176.53 3128.95 5218.19

Total Expenses

3313.03 4958.07 3338.40 5007.26

Profit/(Loss) before Extra-ordinary Items and Exceptional Items

(94.84) 218.46 (209.45) 210.93

Share of profit of Associate (net of tax)

-- -- 589.48 297.36

Profit/(Loss) before tax

(94.84) 218.46 380.03 508.29

Tax Expenses Current Tax Income tax-Earlier years

50.13 51.13
1.22 10.17 1.22 10.21

Deferred Tax

(23.12) 310 (23.12) 310

Profit/(Loss) for the period

(72.94) 155.06 401.93 443.85

Other Comprehensive Income:

0.83

2.05

0.83

2.05

Re-measurement of defined benefits plans

Total Comprehensive Income for the period

(72.11) 157.11 402.76 445.90

The Financial Statements have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.

PERFORMANCE OF BUSINESS OR RESULTS OF OPERATIONS

Standalone

During the financial year 2024-2025 under review, the total Revenue of the company was Rs. 3218.19 lakhs as against Rs. 5176.53 lakhs in the previous year and the net loss after tax was Rs. 72.11 Lakhs as compared to profit of Rs. 157.11 Lakhs in the previous financial year 2023-24.

Consolidated

During the financial year 2024-2025 under review, as per the Consolidated Financial Statements, the net profit is Rs. 402.76 Lakhs which includes share of profit of Associate company amounting to Rs 589.48 Lakhs as compared to profit of Rs. 445.90 Lakhs (inclusive of associate's profit of Rs. 297.36 Lakhs) in the previous financial year 2023-24.

STATE OF COMPANY'S AFFAIRS AND OUTLOOK

Company is into the business of (i) processing and bottling of Liquor and (ii) trading edible oils and other products, which consist Palm Oil, Soybean Oil, Rice etc.

During the financial year 2024-25, the Company continued its operations in two distinct business verticals:-

a) Liquor Business

The liquor business represents a key strategic focus area for the Company. The activities under this segment include:

? Processing and Bottling of Rajasthan Made Liquor (RML): The Company undertakes contract manufacturing and bottling of RML for M/s Rajasthan State Ganganagar Sugar Mills Limited (RSGSM), a

Government of Rajasthan undertaking, which holds the exclusive wholesale rights for Country Liquor and RML in the state of Rajasthan.

? Own Brand Manufacturing and Marketing: The Company also manufactures and sells of Country

Liquor under its own proprietary brands, thereby expanding its market presence and brand footprint in the state.

??? Expansion of Bottling Capacity: In line with its strategic growth initiatives, the Company commenced commercial production on May 24, 2024, on a new, fully-automated liquor bottling line at the premises of RSGSM, located Near Railway Station, Mandore, Jodhpur, Rajasthan-342006. This new facility has a bottling capacity of 2,200 cases per day, with each case consisting of 48 bottles of 180 ml. The enhanced infrastructure is expected to significantly add to the revenue and profitability of the company.

b) Trading Business

The Company is engaged in the trading of edible oils and other commodities, including but not limited to Palm Oil, Soybean Oil, Rice etc. However, the company is now focusing on its Liquor vertical and is gradually coming out of the trading business.

Outlook

The liquor segment continues to be the primary growth driver for the Company, with ongoing efforts to expand brand presence, optimize production capacities, and diversify product offerings. The Board remains optimistic about the long-term prospects of the liquor industry and is committed to strengthening the Company's position in this segment while ensuring sustainable and profitable growth across all verticals.

DETAILS OF SUBSIDIARIES/IOINT VENTURE AND ASSOCIATES COMPANY

As on 31st March 2025, the Company has one unlisted Material subsidiary and one Associate company:-

Material Unlisted Subsidiary Company

As on March 31, 2025, the Company had one (1) unlisted material subsidiary, M/s Carya Chemicals & Fertilizers Private Limited ("CARYA"), in which the Company holds 85.75% equity stake as on the date of this Report.

CARYA has established a Bottling Plant for the manufacture of Indian Made Foreign Liquor (IMFL) and Country Liquor in

Rajasthan. The plant is located at SP 1-2, RIICO Industrial Area, Guwadi & Majhari, Block Shahbad, District Baran, Rajasthan - 325217.

Additionally, CARYA is in the process of setting up a grain-based distillery for the manufacture of Extra Neutral Alcohol (ENA), which will further strengthen its product portfolio and operational capabilities in the liquor.

In accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy for determining ‘Material Subsidiaries', which outlines the governance framework for such entities. The said policy is available on the Company's website and can be accessed at Policy for Determining Material Subsidiary.

Associate Company

M/s Shri Gang Industries and Allied Products Limited ("Shri Gang") is an Associate Company of your Company under the provisions of Section 2(6) of the Companies Act, 2013, in which your Company holds 20.08% of the equity share capital as on the date of this Report.

Shri Gang has established a Bottling Plant for Indian Made Foreign Liquor (IMFL) at Sandila, District Hardoi, Uttar Pradesh, which commenced commercial production in July 2020. Further, the company commissioned a grain-based distillery unit in September 2022, thereby enhancing its production capabilities and diversifying its revenue streams.

The company has entered into an exclusive manufacturing arrangement with United Spirits Limited, under which it produces several of their prestigious and popular IMFL brands. Additionally, Shri Gang has a long-term supply agreement with United Spirits Limited for the supply of Extra Neutral Alcohol (ENA). These strategic partnerships ensure consistent demand, stability of operations, and strengthen Shri Gang's position as a key player in the alcoholic beverages and ENA manufacturing industry.

SHARE CAPITAL OF THE COMPANY

The Authorised Share capital of the Company as on March 31, 2025 was Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore and Fifty Lakhs only) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Equity Share Capital as on March 31, 2024, was Rs. 12,84,58,960/- (Rupees Twelve Crore Eighty-Four Lakh Fifty-Eight Thousand Nine Hundred Sixty Only), divided into 1,28,45,896 (One Crore Twenty-Eight Lakh Forty-Five Thousand Eight Hundred Ninety-Six Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the financial year 2024-25, the Company allotted 29,86,939 equity shares of Rs. 10/- each pursuant to the Right Issue. As a result of this allotment, the Paid-up Equity Share Capital of the Company as on March 31, 2025, increased to Rs. 15,83,28,350/- (Rupees Fifteen Crore Eighty-Three Lakh Twenty-Eight Thousand Three Hundred Fifty Only), divided into 1,58,32,835 (One Crore Fifty-Eight Lakh Thirty-Two Thousand Eight Hundred Thirty-Five Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

RIGHT ISSUE OF EQUITY SHARES

The Board of Directors, at its meeting held on February 10, 2023, approved raising funds up to Rs. 20 Crore (Rupees Twenty Crore Only) by way of a rights issue of equity shares to existing shareholders of the Company.

Pursuant to this, the Rights Issue Committee, at its meeting held on December 18, 2023, approved a Rights Issue of up to 29,97,375 partly paid-up equity shares of face value Rs. 10/- each, for cash at Rs. 65/- per share (comprising a Premium of Rs. 55/- per share), aggregating up to Rs. 1,948.29 lakh. The Rights Issue was offered in the ratio of 7 (Seven) equity shares for every 30 (Thirty) fully paid-up equity shares held, as per the Letter of Offer filed with BSE Limited.

The Company appointed M/s. Beetal Financial and Computer Services Private Limited as Registrar to the Issue and M/s IDBI Bank Limited as Banker to the Issue. The Board, at its meeting held on July 4, 2024, fixed July 10, 2024 as the record date. The Rights Issue opened on July 22, 2024, and closed on August 5, 2024, with the last date for trading of Rights Entitlements being July 30, 2024. The issue received an overwhelming response, with a subscription of approximately 1.87 times the issue size.

The basis of allotment was approved on August 9, 2024, and 29,97,375 partly paid-up equity shares were allotted. Listing approval was obtained from BSE Limited on August 12, 2024, and trading approval was received on August 19, 2024.

The Board fixed September 4, 2024 as the record date for the first and final call of Rs. 32.50/- per share on the partly paid-up equity shares. In line with SEBI Circular No. SEBI/HO/CFD/DIL1/ CIR/238/2020 dated December 8, 2020, the call payment period was revised to September 9, 2024 to September 23, 2024 (both days inclusive) to ensure regulatory compliance.

The Rights Issue Committee of the Board of Directors approved the conversion of partly paid-up shares into fully paid-up equity shares in the following tranches:

> September 26, 2024: Conversion of 25,68,563 partly paid- up equity shares upon receipt of Rs. 8,34,78,297.50. The Listing Approval for these shares was received on October 04,2024 and Trading Approval was granted on October 11,2024.

> November 9, 2024: Conversion of 3,97,592 shares upon receipt of Rs. 1,29,21,740/-. Listing Approval for these shares was received on November 18, 2024 and Trading Approval received was granted on November 25,2024.

> December 10, 2024 Conversion of 3,410 shares upon receipt of Rs. 1,10,825/-. Listing Approval for these shares was received on December 23, 2024 and Trading Approval was granted on January 07,2025

> January 6, 2025: Conversion of 17,374 shares upon receipt of Rs. 5,64,655/-. Listing Approval for these shares was received on January 21, 2025 and Trading Approval was granted on February 14,2025

FORFEITURE OF PARTLY PAID UP SHARES

On January 06, 2025, the Board of Directors of the Company has approved the forfeiture of 10,436 partly paid-up equity shares pursuant to the non-payment of the first and final call money of the partly paid-up equity shares issued pursuant to the Right Issue during the year, despite the issuance of one call notice followed by three final reminder-cum-forfeiture notices. The forfeiture was carried out in accordance with the terms and conditions specified in the Letter of Offer, the relevant provisions of the Companies Act, 2013, the Articles of Association of the Company, and the applicable SEBI regulations.

Subsequently, the forfeiture was approved by BSE Limited on March 21, 2025. Further, approvals for the corresponding corporate actions were received from the depositories - National Securities Depository Limited (NSDL) on April 24, 2025, and Central Depository Services (India) Limited (CDSL) on April 25, 2025.

REGISTERED OFFICE OF THE COMPANY

The Board of Directors at its meeting held on May 01, 2024, approved the proposal for the shifting of Registered Office of the Company from the State of Himachal Pradesh to the State of National Capital Territory (NCT) of Delhi, in accordance with the provisions of the Companies Act, 2013 and applicable rules made thereunder which was subsequently, approved by the shareholders of the Company by way of a Special Resolution at the Extra-Ordinary General Meeting (EGM) held on May 30, 2024.

The Company has initiated the process of filling the necessary application for obtaining the requisite approval from the Regional Director, Northern Region, Ministry of Corporate Affairs and to take other necessary steps as required in terms of the aforementioned Special Resolution.

DIVIDEND

In view of the loss incurred by the Company during the financial year ended March 31, 2025, the Board of Directors has not recommended any dividend for the year under review. This decision has been taken in line with the Company's commitment to maintaining financial prudence and ensuring long-term value creation for stakeholders.

The Board remains focused on improving operational performance and strengthening the financial position of the Company in the upcoming years.

AMOUNT TRANSFERRED TO RESERVES

During the financial year 2024-25, no amount has been transferred to the reserves.

CREDIT RATING

During the financial year 2024-25 under review, the Company was not required to obtain a Credit rating, as there were no borrowings or debt instruments necessitating such a rating under applicable regulatory requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company comprised six members, including two Executive Directors, one Non-Executive Non-Independent Director, one Non-Executive Nominee Director, and two Non-Executive Independent Directors, one of whom is a Woman Independent Director. The composition of the Board is in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board as on March 31,2025, is as follows:

Sr. No. Name of Director Designation
1. Mr. Sanjay Kumar Iain Non-Executive Chairperson & Nominee Director
2. Mr. Suraj Prakash Gupta Managing Director
3. Mr. Ritesh Gupta Joint Managing Director
4. Mr. Nazir Baig* Non-Executive Independent Director
5. Mrs. Pooja Solanki Non-Executive Women Independent Director
6. Mr. Vyom Goel Non-Executive Non-Independent Director

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, none of the Directors have been debarred or disqualified from holding the office of Director by the Securities and Exchange Board of India (SEBI) or any other statutory authority.

* Mr. Nazir Baig, Non-Executive Independent Director, tendered his resignation from the Board of the Company vide letter dated June 10, 2025, which was effective from the close of business hours on June 16,2025.

The detailed composition of the Board and its Committees, including the tenure, expertise, and roles of Directors, is provided in the Corporate Governance Report, which forms part of this Annual Report.

Changes in the Composition of the Board of Directors and Key Managerial Personnel

During the financial year 2024-25 and up to the date of this Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company based on the recommendations of the Nomination and Remuneration Committee and in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:1. Resignation of Mr. Syed Azizur Rahman (DIN: 00242790) from the position of Chairperson & Non- Executive & Non - Independent Director.

Mr. Syed Azizur Rahman (DIN: 00242790) resigned from the position of Chairperson & Non- Executive & Non - Independent Director of the Company with effect from the close of business hours on July 04,2024, vide resignation letter dated July 01,2024. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

2. Appointment of Mr. Sanjay Kumar Jain (DIN: 01014176) as Non - Executive Chairperson.

Based on the recommendation of the NRC, and the Board and in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Mr. Sanjay Kumar Jain (DIN: 01014176), Non-Executive Nominee Director, was appointed as the Non - Executive Chairperson of the Company with effect from July 05,2024.

3. Appointment of Mr. Vyom Goel (DIN :10063284) as NonExecutive Non- Independent Director.

Based on the recommendation of the NRC, and the Board and in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Mr. Vyom Goel (DIN:10063284) was appointed as an Additional Non- Executive Non - Independent Director of the Company with effect from August 13 ,2024. The said appointment of Mr. Vyom Goel as Non- Executive Non - Independent Director was approved by the members at the 32nd Annual General Meeting held on September 26, 2024.

4. Appointment of Mr. Ritesh Gupta (DIN :00243741) as Joint Managing Director.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, and in accordance with the applicable provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Mr. Ritesh Gupta (DIN: 00243741) was appointed as the Joint Managing Director of the Company for a term of three years, commencing from November 21, 2024 and ending on November 20, 2027. The appointment was subsequently approved by the members of the Company at the Extra-Ordinary General Meeting held on February 15, 2025.

5. Appointment of Mr. Sanjeev Mitla (DIN :00160478) as Independent Director.

Based on the recommendation of the NRC, and the Board and in accordance with the provisions of the Act and Listing Regulations, Mr. Sanjeev Mitla (DIN:00160478) was appointed as an Additional Non- Executive Independent Director of the Company, for a term of 5 years commencing from May 27, 2025 to May 26,2030, subject to the approval of the members of the Company. The resolution seeking Members' approval for his appointment forms part of the Notice.

6. Resignation of Mr. Nazir Baig (DIN:07468989) as an Independent Director

Mr. Nazir Baig (DIN:07468989) tendered his resignation from the position of Non- Executive Independent Director vide his resignation letter dated June 10,2025, with effect from the close of business hours on June 16,2025. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Directors other than Independent Directors are liable to retire by rotation. Accordingly, Mr. Sanjay Kumar Jain (DIN: 01014176), being the longest-serving director in the current term, is liable to retire by rotation at the ensuing 33rd Annual General Meeting and being eligible, has offered himself for re-appointment.

Appropriate resolutions seeking their appointment/re- appointment are being placed for your approval in the ensuing Annual General Meeting.

Key Managerial Personnel

During the year under review, the Company was having the following persons as Key Managerial Personnel.

Sr. No. Name of Key Managerial Personnel Designation
1. Mr. Suraj Prakash Gupta Managing Director
2. Mr. Ritesh Gupta* joint Managing Director
3. Mr. Ashu Malik# Whole Time Director
4 Mr. Somir Bhaduri Chief Financial Officer
5 Ms. Snehlata Sharma Company Secretary & Compliance Officer

* Mr. Ritesh Gupta was appointed as Joint Managing Director effective from November 21,2024

# Mr. Ashu Malik resigned from the position of Whole-time Director of the Company with effect from November 20,2024.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting standards have been followed and that there are no material departures.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the Financial year ended March 31, 2025.

iii) 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.

iv) That accounts for the year ended March 31, 2025 have been prepared following the going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company meeting any of the following financial thresholds during the immediately preceding financial year is required to undertake Corporate Social Responsibility (CSR) initiatives:

> Net worth of Rs500 crore or more; or

> Turnover of Rs1,000 crore or more; or

> Net profit of Rs5 crore or more.

During the financial year 2023-24, the net profit of the Company did not exceed Rs. 5 Crore. Accordingly, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company for FY2024-25.

However, as part of its commitment toward social welfare and responsible corporate citizenship, the Board of Directors voluntarily undertook CSR initiatives during the year. The Board has also approved a comprehensive Corporate Social Responsibility Policy (“CSR Policy”), outlining the Company's approach and key focus areas.

The salient features ofthe CSR Policy form part ofthe Annual Report on CSR activities, annexed to the Board's Report as “Annexure - III”. The CSR Policy is also available on the Company's website at: https://www.surajindustries.org/policy/CSR%20Policy SIL.pdf

In compliance with Section 135(9) of the Act, where the CSR obligation does not exceed Rs50 lakhs, the requirement for constitution of a CSR Committee under Section 135(1) is not applicable. Accordingly, the Board of Directors has discharged all responsibilities related to CSR initiatives during the year.

CSR Objective

The primary objective ofthe Company's CSR initiatives is to improve the quality of life in underprivileged communities, promote social and economic transformation, and support the development of a self-sustaining ecosystem for inclusive growth and long-term value creation for all stakeholders.

CSR Contribution - FY 2024-25

During the financial year under review, the Company voluntarily contributed Rs.1.99 lakhs towards CSR activities.

The brief details of the CSR obligations and activities undertaken during the year are provided in Annexure - III to this Report.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING, THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report except the following:

PREFERENTIAL ALLOTMENT OF EQUITY SHARES

The Board of Directors of the Company, at its meeting held on March 29, 2025, approved the proposal for a Preferential Allotment of 33,72,994 (Thirty-Three Lakh Seventy-Two Thousand Nine Hundred Ninety-Four) equity shares to identified persons belonging to the Non-Promoter Category, in accordance with the provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on April 28, 2025, and the in-principle approval granted by BSE Limited on May 12, 2025, the Company proceeded with the preferential allotment of 26,92,409 equity shares of face value Rs10/- each at an issue price of Rs76/- per share, aggregating to a total consideration of Rs. 20,46,23,319.60 (Rupees Twenty Crore Forty-Six Lakh Twenty-Three Thousand Three Hundred Nineteen and Sixty Paisa only). This allotment was made in consideration for the acquisition of 1,62,39,946 fully paid-up equity shares of M/s Carya Chemicals and Fertilizers Private Limited (“CARYA”).

The Company received:

• Listing approval for the said equity shares from BSE Limited on June 26, 2025, and

• Trading approval from BSE Limited on July 10, 2025.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the following committees / sub-committees.

Statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee Governance Committees:

a) Preferential Issue Committee

b) Right Issue Committee

c) Investment Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 30th Annual General Meeting held in the year 2022, approved the appointment of M/s. Pawan Shubham & Co, Chartered Accountants (FRN 011573C) as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 30th Annual General Meeting till the conclusion of ensuing 35th Annual General Meeting of the Company.

The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Audit reports dated May 27, 2025 (Standalone UDIN: 25523411BMIVUL2366) (Consolidated UDIN: 25523411BMIVUM4957) issued by M/s. Pawan Shubham & Co, Chartered Accountants, Statutory Auditors on the Company's standalone and consolidated financial statements for the financial year ended March 31,2025 is part of the Annual Report.

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 on Standalone and Consolidated financial statements does not contain any qualification, reservation, adverse remark or disclaimers. The Auditor's Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last AGM.

SECRETARIAL AUDITOR & THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors based on the recommendation of the Audit Committee appointed CS Ashok Ranjan Mishra, Proprietor of M/s. A R Mishra & Associates (CP No:22727, M.No.: FCS 5377), Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines. The Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The Secretarial Audit Report is provided as Annexure-IV to this Report.

Secretarial Audit of Material Unlisted Subsidiary Company.

In accordance with the requirements of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Secretarial Audit of the material unlisted subsidiary of the Company, M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”), was conducted by a Practicing Company Secretary for the financial year ended March 31, 2025

The Secretarial Audit Report of CARYA, annexed herewith as Annexure - V, confirms that the subsidiary has complied with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and other applicable Regulations and Guidelines.

The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India for the financial year ended March 31, 2025.

APPOINTMENT OF SECRETARIAL AUDITOR FOR NEXT FIVE YEARS

In pursuance to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Shivani Agarwal , Practicing Company Secretary (CP No: 18282 and Peer Review Certificate No. 2504/2022) has been appointed as the Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on July 28, 2025, based on the recommendation of the Audit Committee subject to the approval of the Members at the ensuing AGM of the Company. She will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. She has confirmed that her appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members' approval for her appointment forms part of the Notice of AGM.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules thereunder, your Company is required to appoint an Internal Auditor to conduct internal audit of its functions and activities.

Accordingly, the Board of Directors, at its meeting held on August 13, 2024, appointed M/s Padam Dinesh & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2024-25.

The Internal Auditor reports directly to the Audit Committee and performs independent evaluations of the adequacy and effectiveness of the Company's internal controls, risk management systems, and governance processes.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) & 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2023-24 is available on the Company' s website at www.surajindustries.org. Further the Annual return for FY 2024-25 shall be made available on the Company' s website upon the same being filed with the concerned Registrar of Companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems, commensurate with the size, scale, and complexity of its operations. These systems are designed to ensure the orderly and efficient conduct of business, adherence to internal policies and procedures, the safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Internal Audit function is conducted by an external firm of Chartered Accountants. The Internal Auditors regularly review and evaluate the effectiveness and adequacy of the internal control systems implemented across various locations and functions of the Company. These evaluations focus on the Company's compliance with operating procedures, accounting policies, and control mechanisms. Wherever necessary, controls are strengthened or modified to meet evolving business requirements and regulatory expectations.

The Audit Committee of the Board of Directors actively engages with the Internal Auditors, Statutory Auditors, and senior management responsible for the Company's financial and operational affairs. It regularly evaluates the adequacy of internal control systems, oversees financial reporting processes, and ensures the implementation of effective checks and balances for ongoing improvement.

The Audit Committee also monitors the budgetary control system, cost control mechanisms, financial and accounting controls, and processes for physical verification of assets. It ensures that proper internal financial controls are in place, including controls relating to the preparation and presentation of financial statements. During the year under review, the internal financial controls were assessed and found to be operating effectively, with no reportable material weaknesses observed.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of Consolidated Financial Statements given in Schedule III and other applicable provisions of the Act, and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The financial statements of the subsidiary and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of this Annual Report. A gist of financial highlights/performance of these Companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure-I.

NUMBER OF BOARD MEETING AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2024-2025, the Board of Directors met twelve (12) times on the following dates: May 01, 2024, May 28, 2024, May 31, 2024, July 04, 2024, August 13, 2024, August 24, 2024, August 30, 2024, November 14, 2024, January 15, 2025, February 14, 2025, March 17, 2025, and March 29, 2025.

The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended.

The composition of Board and attendance of each director at the Board meeting during the financial year are as follows:-

Name of Director S. No Designation No. of Board Meetings Entitle to Attend No. of Board Meetings Attended
1. Mr. Suraj Prakash Gupta Managing Director 12 11
2. Mr. Ritesh Gupta $ Joint Managing Director 04 04
3. Mr. Sanjay Jain Non-Executive Chairperson - Nominee Director 12 12
4. Ms. Pooja Solanki Non-Executive -Independent Director 12 12
5. Mr. Nazir Baig Non-Executive -Independent Director 12 12
6. Mr. Syed Azizur Rahman* Non-Executive NonIndependent Director 04 04
7. Mr. Ashu Malik# Whole Time Director 08 08
8. Mr. Vyom Goel** Non-Executive NonIndependent Director 07 02

$ Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024

* Mr. Syed Azizur Rahman resigned from the position of Chairperson and Non-Executive & Non-Independent Director with effect from the close of business hours on July 04,2024, vide resignation letter dated July 01,2024.

# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the close of business hours on November 20, 2024, vide resignation letter dated October 20,2024.

**Mr. Vyom Goel was appointed as Non-Executive Non-Independent Director effective August 13,2024

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective oversight of the Company's financial reporting process, ensuring accurate, timely, and transparent disclosures in compliance with applicable laws and accounting standards. The Committee strives to uphold the highest levels of integrity and quality in financial reporting.

During the year under review, the Audit Committee was reconstituted with effect from July 5, 2024. Following the reconstitution, the Committee comprises the following members as on March 31, 2025:

??? Mr. Nazir Baig - Chairperson & Member (Independent Director)

??? Ms. Pooja Solanki - Member (Independent Director)

??? Mr. Sanjay Kumar Jain - Member (Non-Executive Director)

The Committee met eight (8) times during the financial year 202425. The details of the meetings, including attendance of members, are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board of Directors.

CORPORATE GOVERNANCE DISCLOSURE

The Company is committed to maintaining the highest standards of Corporate Governance and strives to ensure transparency, accountability, and ethical conduct in all its business activities. In accordance with the requirements of Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this Annual Report.

Corporate Governance, for your Company, is an ethically driven process, dedicated to the pursuit of responsible management and enhanced organizational reputation. It reflects the Company's commitment to values, ethical decision-making, and sound business practices while fulfilling the expectations of its stakeholders.

The Company believes that fair and transparent governance is not only a regulatory requirement but also a vital element for building long-term trust and sustainable value for shareholders, employees, customers, and society at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31, 2025. The code of conduct is available on our website www.surajindustries.org.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of Trading by Insiders. During the year under review, there has been due compliance with the said code.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company is committed to providing a safe, secure, and harassment-free work environment for all employees, particularly women. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a policy on the prevention of sexual harassment and has constituted an Internal Complaints Committee (ICC) to redress complaints, if any.

The policy ensures a safe and respectful work environment and outlines the mechanism for reporting and resolving complaints of sexual harassment at the workplace.

The following are the summary of sexual harassment complaints received and disposed of during the year:

Sl. No. Particulars Status of the No. of the Complaints received and disposed off
1. Number of complaints on sexual harassment received Nil
2. Number of complaints disposed off during the year Nil
3. Number of cases pending for more than ninety days Nil
4. Nature of action taken by the employer or district officer Nil

The Company did not receive any complaints pertaining to sexual harassment during the year under review.

MATERNITY BENEFIT COMPLIANCE DECLARATION

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended March 31, 2025, there were no instances wherein any woman employee of the Company availed or applied for maternity benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing breaks, or creche facility.

Accordingly, the specific provisions of the Act were not attracted during the reporting period. However, the Company continues to maintain an internal policy framework that is compliant with the applicable provisions of the Maternity Benefit Act, 1961, and remains committed to implementing all statutory benefits as and when the circumstances so require.

The Company further affirms its commitment to uphold the principles of equality, non-discrimination, and employee welfare, and shall continue to ensure compliance with all applicable labour laws, including those concerning maternity benefits, in both letter and spirit

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company confirming that:

> They meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013, and the rules made thereunder, as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

> In accordance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors' database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on March 17, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NOMINATION AND REMUNERATION POLICY.

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time. It includes criteria for determining qualifications, positive attributes and Independence of a Director. It is available on the Company's

website and can be accessed through the following link https:// www.surajindustries.org/policy/Nomination-&-Remuneration- Policy.pdf .

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186(4) of the Companies Act, 2013, the particulars of loans given, guarantees provided, and investments made by the Company during the financial year under review are disclosed in the notes to the Standalone Financial Statements, forming part of this Annual Report. Accordingly, the same are not reproduced here for the sake of brevity.

However, it is pertinent to note that:

On May 31, 2024, the Board of Directors of the Company approved the issuance of a Corporate Guarantee in favour of UCO Bank, Hazratganj Branch, Lucknow, to secure the credit facilities sanctioned by the Bank to the extent of Rs. 186.89 Crore to M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”), a material subsidiary of the Company.

The said credit facilities were extended by the bank to CARYA for the purpose of setting up a grain-based distillery unit and bottling plant for manufacturing of Indian Made Foreign Liquor (IMFL) and Country Liquor, located at Plot No. SP 1-2, RIICO Industrial Area, Guwadi & Majhari, Block Shahbad, District Baran, Rajasthan - 325217.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES.

In accordance with the provisions of Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy on Related Party Transactions. The policy is designed to ensure transparency, proper disclosure, and approval processes for all transactions entered into between the Company and its Related Parties. The said Policy is available on the Company's website at https://www.surajindustries.org/policy/Related%20Party%20 Transaction%20PolicySIL.pdf

All Related Party Transactions (RPTs) entered into during the financial year under review were on an arm's length basis and in the ordinary course of business, and were duly reviewed and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through the omnibus approval.

During the year, the Company entered into material related party transactions with its material subsidiary, M/s Carya Chemicals and Fertilizers Private Limited (CARYA). The details of such material transactions have been provided in Form AOC-2, annexed as Annexure - II to this Report. These transactions were undertaken within the limits approved by the shareholders at their Extra-Ordinary General Meeting held on May 30, 2024.

A statement of related party transactions is presented to the Audit Committee on a quarterly basis for its review. The Audit Committee and the Board are satisfied that all RPTs during the year were entered in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the disclosure of transactions with related parties as required under Indian Accounting Standard (IND AS) - 24 has been made in the notes to the standalone and consolidated financial statements, forming part of the Annual Report for the Financial Year 2024-25.

DEPOSITS

During the Financial Year 2024-25, the Company has not accepted any deposits, including deemed deposits, as defined under Chapter V of the Companies Act, 2013. Accordingly, the provisions of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, are not applicable to the Company.

Further, there are no outstanding or overdue deposits as on March 31, 2025.

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

Pursuant to Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, it is hereby stated that during the financial year under review, the Company has not accepted any loans from its Directors or their relatives, in compliance with the applicable provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure “VI” forming part of this Directors' Report.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. Board has prepared Risk Management plan, which is reviewed and monitored on regular basis, to identify and review critical risks.

PERFORMANCE EVALUATION

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

The evaluation process endorsed the Board's confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board. The Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Ministry of Corporate Affairs and other statutory authorities.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This mechanism enables directors, employees, and stakeholders to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The policy ensures adequate safeguards against victimization of the person who uses the mechanism and provides for direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

The Audit Committee periodically reviews the functioning of this mechanism to ensure its effectiveness.

> No complaints or suggestions were received under the Vigil Mechanism during the Financial Year ended March 31, 2025.

> No personnel were denied access to the Audit Committee during the reporting year.

The details of the Vigil Mechanism are also provided in the Corporate Governance Report, forming part of this Annual Report.

A copy of the Whistle Blower Policy is available on the Company's website at: https://www.suraiindustries.org/policy/Vigil-Mechanism-Policy.pdf

HUMAN RESOURCES

The focus on human capital continued to be a cornerstone of the Company's strategic endeavours. Recognizing the pivotal role of our workforce as the driving force behind our diverse business ventures, the Company endeavored to cultivate an environment conducive to their growth, development, and overall well-being.

We consider the employees as our most valuable asset and help them realize their full potential.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year 2024-25:

Sr. No. Name of Director Category of Director Ratio to Median Remuneration
1. Mr. Suraj Prakash Gupta Executive Director 9.71
2. Mr, Ritesh Gupta $ Executive Director 3.89
3. Mr. Ashu Malik# Executive Director 1.46
4. Mr. Nazir Baig Non-Executive Director ?
5. Mr. Syed Azizur Rahman* Non-Executive Director --
6. Ms. Pooja Solanki Non-Executive Director --
7. Mr. Sanjay Kumar Iain Non-Executive Director ?
8. Mr. Vyom Goel** Non-Executive Director --

$ Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024.

# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the close of business hours on November 20, 2024, vide resignation letter dated October 20,2024.

*Mr. Syed Azizur Rahman resigned from the position of Chairperson and Non-Executive & Non-Independent Director with effect from the close of business hours on July 04,2024, vide resignation letter dated July 01,2024.

**Mr. Vyom Goel was appointed as Non-Executive Non-Independent Director effective August 13,2024

ii. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sr. No. Name Category % increase/ decrease in the remuneration in the financial year
1. Mr. Suraj Prakash Gupta Executive Director Nil
2 Mr. Ritesh Gupta* Executive Director Nil
3. Mr. Ashu Malik# Executive Director Nil
4. Mr. Somir Bhaduri Chief Financial Officer Nil
5. Ms. Snehlata Sharma Company Secretary 29.71

* Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024.

# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the close of business hours on November 20, 2024, vide resignation letter dated October 20,2024.

iii. The percentage increase in remuneration in the median remuneration of employee in the financial year: 22.70%

iv. The Company had 21 permanent employees as on March 31,2025.

v. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: -

Percentage increase in the managerial remuneration for the year: 7.75 %

Percentage increase in Salaries of Employees other than the Managerial Personnel: 13.79%

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

There was no employee who has drawn salary as mentioned in the previously mentioned rule.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of regulation 34(2)(e) read with Schedule V, Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is provided separately and forms an integral part of this Annual Report. The report provides detailed insights into the industry structure, development, opportunities, threats, financial and operational performance, internal control systems, and other key aspects pertaining to the Company.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year.

DISCLOSURES UNDER SECRETARIAL STANDARDS

The directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to 'Meeting of the board of Directors' and 'General Meetings', respectively, have been duly followed by the company.

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

ISSUANCE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND. VOTING OR OTHERWISE.

As on March 31,2025, the Company has no equity shares with differential rights as to dividend voting right or otherwise.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year under review, neither any application is made by the Company nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS 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 ALONG WITH THE REASONS THEREOF

During the financial year under review, disclosure w.r.t. details 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 along with the reasons thereof, is not applicable.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE. IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds from the allotment of 29,86,939 equity shares made pursuant to the Rights Issue during the financial year 2024-25. The proceeds were utilized in accordance with the objects stated in the Letter of offer dated July 04,2024

GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs,

Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the 'Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent ("RTAs")/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, the Annual Report of the Company for the financial year ended 31 March 2025 including therein the Audited Financial Statements for the financial year 2024-25, are being sent only by email to the Members.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation and heartfelt gratitude to all the stakeholders who have contributed to the Company's growth and success during the financial year 2024-25.

We extend our deepest thanks to our customers, shareholders, investors, bankers, employees, business associates, and the various departments of the State and Central Governments for their continued support, cooperation, and trust in the Company.

We also express our special gratitude to our investors for their steadfast confidence in our vision and strategic direction. Your financial support and valuable guidance have played a crucial role in driving the Company's growth, enabling us to pursue innovation and explore new opportunities. Your unwavering belief in our potential continues to inspire us to strive for excellence and deliver long-term, sustainable value.

The Board reaffirms its commitment to uphold the trust and confidence reposed in the Company by all its stakeholders.

By Order of the Board
For Suraj Industries Ltd
Sd/-
Sanjay Kumar Jain
Chairperson of the Company
(DIN: 01014176)
Date: July 28, 2025 Address: 263 , SFS, Hauz Khas
Place: New Delhi New Delhi -110016