Suraj Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors hereby present the 33^rd 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 Deferred Tax	1.22 (23.12)	50.13 10.17 3.10	1.22 (23.12)	51.13 10.21 3.10
Profit/(Loss) for the period	(72.94)	155.06	401.93	443.80
Other Comprehensive Income: Re-measurement of defined benefits plans	0.83	2.05	0.83	2.05
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 Non¬
Executive 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
32^nd 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 33^rd 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 Gupta1	loint Managing Director
3.	Mr. Ashu Malik#	Whole Time Director
4	Mr. Somir Bhaduri	Chief Financial Officer
5	Ms. Snehlata Sharma	Company Secretary & Compliance Officer

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 ^500 crore or more; or

> Turnover of ^1,000 crore or more; or

> Net profit of ^5 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 ^50 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 ofthe 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 ^10/- each at an issue price of ^76/- 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 accordancewith 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:-

S. No	Name of Director	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 $	loint 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 Non¬ Independent Director	04	04
7.	Mr. Ashu Malik#	Whole Time Director	08	08
8.	Mr. Vyom Goel**	Non-Executive Non¬ Independent 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 2024¬
25. 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%20Policy SIL.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 Rahman2	Non-Executive Director	--
6.	Ms. Pooja Solanki	Non-Executive Director	--
7.	Mr. Sanjay Kumar Iain	Non-Executive Director	—
8.	Mr. Vyom Goel3	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

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 Gupta2	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

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/-

Date: July 28, 2025 Sanjay Kumar Jain

Place: New Delhi Chairperson of the Company

(DIN: 01014176)
Address: 263 , SFS, Hauz Khas
New Delhi -110016

1

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.

2

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

3

# 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.

---

Mar 31, 2024

Your Directors hereby present the 32^nd Annual Report along with the Audited Standalone and Consolidated Financial Statement of Accounts for the Financial Year ended March 31 2024.

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)

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2021-2022
Total Income	5176.53	6822.45	5218.19	6822.45
Total Expenses	4958.07	6130.07	5007.26	6130.07
Profit/(Loss) before Extra-ordinary Items and Exceptional Items	218.46	692.38	210.93	692.38
Share of profit of Associate (net of tax)	--	--	297.36	264.11
Profit/(Loss) before tax	218.46	692.38	508.29	956.49
Tax Expenses Current Tax	50.13	188.95	51.13	188.95
Income tax-Earlier	10.17	9.83	10.21	9.83
years Deferred Tax	3.10	16.86	3.10	16.87
Profit/(Loss) for the period	155.06	476.74	443.85	740.84

Other Comprehensive Income: Re-measurement of defined benefits plans	2.05	2.66	2.05	2.66
Total Comprehensive Income for the period	157.11	479.40	445.90	743.50

PERFORMANCE OF BUSINESS OR RESULTS OF OPERATIONS Standalone

During the financial year 2023-2024 under review, the total Revenue of the company was Rs. 5176.53 lakh as against Rs. 6822.45 lakh in the previous year and the net profit after tax was Rs. 157.11 Lakhs as compared to profit of Rs. 479.40 Lakhs in the previous financial year 2022-23.

Consolidated

During the financial year 2023-2024 under review, as per the Consolidated Financial Statements, the net profit is Rs. 445.90 Lakhs which includes share of profit of Associate company amounting to Rs 297.36 Lakhs as compared to profit of Rs. 743.50 Lakhs (inclusive of associate’s profit of Rs. 264.11 Lakhs) in the previous financial year.2022-23.

STATE OF COMPANY’S AFFAIRS AND OUTLOOK

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

LINE Of BUSINESS Of SURAJ INDUSTRIES

TRADING Of EDIBLE PROCESSING AND

OIL & OTHER BOTTLING Of

PRODUCTS LIQUOR

The company is engaged in two business verticals-

a) Trading Business

Trading of edible oils and other products, which consist Palm Oil, Soybean Oil, Rice flakes, Malt, Empty Glass bottles; and

b) Liquor Business

? Processing and Bottling of Rajasthan Made Liquor (RML) for Rajasthan State Ganganagar Sugar Mills Limited (RSGSM), a Government of Rajasthan undertaking having exclusive wholesale rights for Country Liquor and RML in the State of Rajasthan.

? The company has also started to manufacture and sell Country Liquor in its own brands.

? On May 24, 2024, the Company has commenced commercial production in new fully automatic Liquor Bottling line installed at the premises of M/s Rajasthan State Ganganagar Sugar Mills Ltd. (“RSGSM”) at Near Railway Station , Mandore, Jodhpur, Rajasthan-342006 for manufacturing of Country Liquor for Rajasthan State Ganganagar Sugar Mills Limited (RSGSM) having a capacity of the Bottling line as 2200 cases per day (one case contains 48 bottles of 180 ml).

The liquor business is the major focus area for the Company as a step towards growth and enhancing its business prospect.

SHARE CAPITAL OF THE COMPANY

The Authorised Share capital of the Company as on March 31, 2024 was Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore only) equity shares of Rs. 10/- (Rupees Ten Only) each.

The paid up equity share capital as on March 31,2023 was Rs. 12,29,41,720/- (Rupees Twelve Crore Twenty-Nine Lakh Forty-One Thousand Seven Hundred Twenty Only) divided into 1.29,94,172 (One Crore Twenty-Nine Lakh Ninety Four Thousand One Hundred and Seventy Two only) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the financial year 2023-24 the Company has allotted 5,51,724 equity shares of Rs. 10 each in following manner: -

? On October 07, 2023, the Company has approved the allotment of 2,75,862 Equity Shares of face value of Rs. 10/- each pursuant to conversion of 2,75,862 Fully Convertible Warrants (“Warrants”), issued and allotted as on May 12, 2022, at an issue price of Rs. 145/- each, by way of preferential allotment on a private placement basis, to the person belonging to ‘Promoter and Promoter group’

? On October 21, 2023, the Company has approved the allotment of 2,75,862 Equity Shares of face value of Rs. 10/- each pursuant to conversion of 2,75,862 Fully Convertible Warrants (“Warrants”), issued and allotted as on May 12, 2022, at an issue price of Rs. 145/- each, by way of preferential allotment on a private placement basis, to the person belonging to ‘Promoter and Promoter group’.

As a result, of the above allotments the paid up equity share capital of the Company as on March 31,2024 was Rs. 12,84,58,960/- (Rupees Twelve Crore Eighty-Four Lakh Fifty-Eight Thousand and Nine Hundred Sixty Only) divided into 1,28,45,896 (One Crore Twenty-Eight Lakh Forty-Five Thousand Eight Hundred and Ninety-Six Only) Equity shares of Rs. 10/- (Rupees Ten) each.

UPDATE ON RIGHT ISSUE OF EQUITY SHARES

On February 10, 2023, the Board of Directors approved the raising funds for the Company by way of issue of securities (the “issue”) to the existing equity shareholders of the Company on a right basis aggregating up to Rs. 20 Crore (Twenty Crore Only).

On December 18, 2023, the Right issue committee of the Board of Directors of your Company approved to rights issue of up to 29,97,375 partly paid-up equity shares of the face value of Rs. 10 each (“Rights equity shares”) of the company for cash at a price of Rs. 65/- per rights equity share (including a premium of Rs. 55/- per rights equity share) for an amount aggregating up to Rs. 1,948.29/- lakh on a rights basis to the eligible equity shareholders of the company in the ratio of 7 (Seven) rights equity shares for every 30 (thirty) fully paid-up equity shares held by the eligible equity shareholders of the company to meet the objects as mentioned in the letter of offer filed with the BSE Limited

The Company appointed M/s Beetal Financial and Computer Services Private Limited as Registrar to the Issue and IDBI Bank Limited, Banker to the Issue. Subsequently the Board of Directors at their Meeting held on July 04, 2024 fixed July 10, 2024 as Record Date and approved the issue period. from July 22, 2024 to August 05, 2024 and the last date for On Market trading of Rights Entitlements was July 30, 2024., The basis of allotment was approved by the Right Issue Committee of the Board of directors on August 09, 2024 in consultation with BSE Limited, the designated Stock Exchange and M/s Beetal Financial and Computer Services Private Limited.

The Right issue committee of the Board of Directors at their meeting held on August 09,2024 allotted 29,97,375 partly paid up equity shares to the Shareholders of the Company and further obtained the listing approval from BSE Limited on August 12, 2024 and received the trading approval from BSE Limited on August 19,2024

On August 24,2024, the Board of Directors of the Company has fixed the record date i.e. Wednesday, September 04, 2024 and period for first and final call i.e. payable from Friday, September 06, 2024 to Saturday, October 05, 2024, both days inclusive (“Call Payment Period”) in respect of 29,97,375 outstanding partly paid-up equity shares having face value Rs. 10/- each (Rs. 5/- paid up) issued on rights basis pursuant to Letter of Offer dated July 04, 2024.

DIVIDEND

The Board of Directors (“Board”), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the financial year 2023-24 under review.

AMOUNT TRANSFERRED TO RESERVES

No amount was transferred to reserves during the financial year 2023-24 under review.

CREDIT RATING

During the year under review, the Company was not required to have credit rating.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

As of March 31, 2024, your Company’s Board had six members comprising of two Executive Directors, one Non-Executive and Non-Independent Director, one Non-Executive and Nominee Director and two Non -Executive Independent Directors including one women Independent Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The composition of the Board of Directors as on March 31,2024 are as follows:

Sr. No. Name of Director Designation
1-	Mr. Suraj Prakash Gupta	Managing Director
2.	Mr. Ashu Malik	Whole Time Director
	Mr. Sanjay Kumar Jain#	Non-Executive Nominee Director
4.	Mr. Nazir Baig	Non-Executive Independent director
5.	Mrs. Pooja Solanki	Non-Executive Women Independent Director
6.	Mr. Syed Azizur Rahman*	Non-Executive Non-Independent Director

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

* Mr. Syed Azizur Rahman has tendered his resignation from the position of Chairperson and NonExecutive & Non-Independent Director in the Company vide his resignation letter dated July 01, 2024 with effect from the close of business hours of July 04, 2024.

# Mr. Sanjay Kumar Jain, Non-Executive Nominee Director of the Company has appointed as NonExecutive Chairperson of the Company with effect from July 05, 2024.

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

The following changes occurred during FY 2023-24 till the date of this Report:

During the Financial Year 2023-24 till the date of this Report , following changes took place in the Directors and Key Managerial Personnel of the Company, pursuant to the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification (s) or re-enactment thereof for the time being in force), SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee:-

i. Re- appointment of Mr. Ashu Malik (DIN: 07998930) as Whole-time Director of the Company for a period of one (1) year with effect from June 27, 2023 subject to the approval of the members of the Company. Later shareholders in their meeting held on September 26, 2023 had approved his re-appointment as Whole Time Director for a further period of one year effective from June 27, 2023.

ii. Mr. Sanjai Kapoor resigned from the position of Chief Financial Officer of the Company with effect from November 03 ,2023..

iii. Mr. Somir Bhaduri was appointed as Chief Financial Officer of the Company with effect from February 02 ,2024.

iv. Mr. Syed Azizur Rahman resigned from the position of Chairperson and Non-Executive & NonIndependent Director in the Company vide his resignation letter dated July 01, 2024 with effect from the close of business hours of July 04, 2024.

v. Mr. Sanjay Kumar Jain, Non-Executive Nominee Director of the Company has appointed as NonExecutive Chairperson of the Company with effect from July 05, 2024.

vi. The Board appointed Mr. Vyom Goel (DIN: 10063284) as Additional Non-Executive Non Independent Director of the Company w.e.f. August 13, 2024 whose appointment as Director under section 152(6) of the Companies Act, 2013 is subject to approval of the members at the ensuing 32^nd Annual General Meeting (“32^nd AGM”).

In order to comply with the provisions of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and nonexecutive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company, Mr. Ashu Malik (DIN: 07998930 ) who is the longest serving member in the current term and is liable to retire by rotation, being eligible offers 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 is having the following persons as Key Managerial Personnel. in accordance with provisions of Section 203 of the Companies Act, 2013,

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

* Mr. Sanjai Kapoor resigned from the position of Chief Financial Officer of the Company with effect from November 03,2023.

# Mr. Somir Bhaduri was appointed as Chief Financial Officer of the Company with effect from February 02,2024.

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, 2024, 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, 2024 and of the profit of the Company for the Financial year ended March 31, 2024.

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, 2024 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 section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the immediate preceding financial year shall contribute at least two percent of the average net profits of the company made during the three immediately preceding financial years. In the FY 2022-23, the net profit of the company exceeded Rs. 5 Crore and therefore the provisions of section 135 became applicable to the Company. The Board has also approved the Corporate Social Responsibility Policy (“CSR Policy”). The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Board’s Report. The CSR policy is available on the website of the Company at https://www.suraiindustries.org/policv/CSR%20Policv SIL.pdf .In compliance with the provisions of Section 135(9) read with Section 135(1) of the Act and Rules made thereunder, if the amount to be spent by a company under sub-section (5) does not exceed Rupees Fifty Lakh, the requirement under subsection (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and accordingly, the functions of Corporate Social Responsibility Committee shall be discharged by the Board of Directors of the Company.

The objective of the Company’s Corporate Social Responsibility (“CSR”) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s key objective is to make a difference to the lives of the underprivileged, promote development through social and economic transformation and help them to bring a self-sustaining level.

During the financial year 2023-24, the Company was required to spend Rs. 8.86 Lakhs. The Company has met its CSR obligation by spending Rs. 8.86 Lakhs during the year. The brief details of the CSR obligations undertaken by the Company during the year under review has been annexed as “Annexure -III”.

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:

1. The Board of Directors of the Company in their meeting held on May 01, 2024, has approved the proposal for shifting of registered office of the Company from the State of Himachal Pradesh to State of NCT of Delhi. The same has been approved by the shareholders of the Company in the EGM held on May 30, 2024.

2. On May 24, 2024, the Company has commenced commercial production in new fully automatic Liquor Bottling line installed at the premises of M/s Rajasthan State Ganganagar Sugar Mills Ltd. (“RSGSM”) at Near Railway Station , Mandore, Jodhpur, Rajasthan-342006 for manufacturing of Country Liquor for RSGSM having a capacity of the Bottling line as 2200 cases per day (one case contains 48 bottles of 180 ml).

3. The Board of Directors in their meeting held on May 31, 2024, has approved to give Corporate Guarantee in favour of UCO Bank, Hazratganj branch, Lucknow to secure the credit facilities to the extent of Rs. 186.89 Crore sanctioned by UCO Bank to M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”), a material Subsidiary Company of the Company, for setting up distillery unit and bottling plant for manufacturing of IMFL and Country Liquor at Plot No. SP1-2, RIICO Industrial Area, Guwadi & Majhari, Block Shahbad, Dist. Baran, Rajasthan Baran, Rajasthan.

4. On August 09,2024, the Right Issue committee of the Board of Directors has approved the allotment of 29,97,375 Partly Paid-up Equity Shares (“Rights Equity Shares”) of face value of Rs.10/- each (Rs. 5/- paid-up) on rights basis at an issue price of Rs. 65/- per Rights Equity Share (including a premium of Rs. 55/- per Rights Equity Share).

5. The Board of Directors of the Company has fixed the record date i.e. Wednesday, September 04, 2024 and period for first and final call i.e. payable from Friday, September 06, 2024 to Saturday, October 05, 2024, both days inclusive (“Call Payment Period”) in respect of 29,97,375 outstanding partly paid-up equity shares having face value Rs. 10/- each (Rs. 5/- paid up) issued on rights basis pursuant to Letter of Offer dated July 04, 2024.

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, 2024, the Board has constituted the following committees / subcommittees.

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 Audit reports dated May 28, 2024 (Standalone UDIN: 24523411BKAPER5188) (Consolidated UDIN: 24523411BKAPES6818) 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 31,2024 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 or adverse remark. The Auditor’s Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report.

During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

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 2023-24.

The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended March 31, 2024 is annexed to this Report as “Annexure - IV” and forms part of this Report

The Secretarial Audit Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remarks.

During the year, the Company has complied with the applicable corporate governance requirements as prescribed under the SEBI Listing Regulations with respect to its material subsidiary. Therefore, the Secretarial Audit of the Material Subsidiary viz. M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”), was carried out by CS. Ashok Ranjan Mishra, Practicing Company Secretary in terms of Regulation 24A of the Listing Regulations and a copy of the report is annexed to this Board Report as Annexure- V. The Secretarial audit report of CARYA does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2023-24 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31st March 2024 has been submitted to the Stock Exchanges and the said report may be accessed on the Company’s website at https://www.suraiindustries.org/documents/Annual%20SC%20Reports/ASCR 31.03.2024.pdf

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, 2024.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules your company was required to appoint an Internal Auditor. Further, the Board of Directors at its meeting held on November 08, 2023 has appointed M/s Padam Dinesh & Co., Chartered Accountants as Internal Auditor of the Company.

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 2022-23 is available on the Company’ s website at www.suraiindustries.org. Further the Annual return for FY 2023-24 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 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 Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks and balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

DETAILS OF SUBSIDIARIES/JOINT VENTURE AND ASSOCIATES COMPANY

As on 31st March 2024, the Company has one unlisted Material subsidiary and one Associate company-Material Subsidiary Company

As on March 31, 2024, the Company had 1 (One) unlisted material subsidiary i.e M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”),. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your

Company’swebsiteathttps://www.surarindustries.org/policy/Policy%20for%20determining%20Material% 20Subsidiary.pdf.

Associate Company

M/s Shri Gang Industries and Allied Products Limited (“Shri Gang”) is an associate Company of the Company under the provisions of Section 2(6) of the Companies Act, 2013. Shri Gang has set up a Bottling Plant for the manufacture of Indian Made Foreign Liquor/ Country Liquor and a grain-based Distillery for manufacture of Extra Neutral Alcohol (“ENA”) at Sandila, District Hardoi, Uttar Pradesh.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended March 31, 2024, 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 2023-2024, Five (05) Board Meetings were held on 30.05.2023, 11.08.2023, 28.08.2023, 08.11.2023 and 02.02.2024. 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 details of composition of Board and presence of each director in the meeting is mentioned hereunder.

S. No Name of Director Designation No. of Board No. of Board

Meetings Held Meetings Attended

1. Mr. Suraj Prakash Gupta Managing Director 05 05

2. Mr. Ashu Malik Whole Time Director 05 04

3. Mr. Syed Azizur Rahman* Non-Executive Non- 05 05

Independent Director

4. Mr. Sanjay Jain Non-Executive - 05 05

Nominee Director

5. Ms. Pooja Solanki Non-Executive - 05 05

Independent Director

6.	Mr. Nazir Baig	Non-Executive -	05	05
		Independent Director

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

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee comprises of Mr. Nazir Baig , Mr Syed Azizur Rahman and Mrs. Pooja Solanki . The Committee met 7 (Seven) times during the year under review, the details of which are given in the Corporate Governance Report of this Annual Report.

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

CORPORATE GOVERNANCE DISCLOSURE

The Company strives to achieve appropriate Corporate Governance practices. In accordance with the requirements of Schedule V read with Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange.

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. It is imperative that your company’s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

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 preclearance 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, 2024. 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 has always believed in providing a safe and harassment free workplace for every woman working in Company’s premises, through various interventions and practices. The Company has adopted policy and constituted the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time.

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 has not received any complaints during the year.

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 prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder,

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database maintained by the Indian Institute of Corporate Affairs, Manesar.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on March 16, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent 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/policv/Nomination-&-Remuneration-Policv.pdf .

PARTICULARS OF LOAN(S), GUARANTEEDS) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Act are contained in Notes of the Standalone Financial Statements and are not reproduced for the sake of brevity.

However, On May 31,2024, the Board of Directors has approved to give Corporate Guarantee in favour of UCO Bank, Hazratganj branch, Lucknow to secure the credit facilities to the extent of Rs. 186.89 Crore by UCO Bank to M/s Carya Chemicals & Fertilizers Private Limited (“CARYA”), a material Subsidiary Company of the Company, for setting up distillery unit and bottling plant for manufacturing of IMFL and Country Liquor at Plot No. SP1-2 , RIICO Industrial Area, Guwadi & Majhari, Block Shahbad, Dist. Baran, Rajasthan Baran, Rajasthan.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES.

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company’swebsiteathttps://www.surarindustries.org/policy/Related%20Party%20Transaction%20Policy SIL.pdf . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval.

All Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were at arm’s length basis and in the ordinary course of business. During the year under review, the Company has entered into material related party transactions with M/s Carya Chemicals and Fertilizers Private Limited (CARYA) and details of the same are stated in Form AOC-2 in Annexure- II of this report. The material related party transactions are entered by the Company are within the limits approved by the Shareholders at their Extra-Ordinary General Meeting (“EGM”) and 31^st Annual General Meeting (“AGM”) of the Company held on March 11,2023 and September 26,2023 respectively.

All the related party transactions were entered on arms’ length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transactions was presented before the Audit Committee on a quarterly basis.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been

disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Accounts for the Financial Year 2023-24.

DEPOSITS

The Company has not accepted any deposits including deemed deposits during the Financial Year 202324 covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31,2024.

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the financial year under review, the Company had repaid a loan taken from director in compliance of the Provisions of the Act. The details are provided in the notes to financial statements.

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

The Company is not engaged in any activity where conservation of energy and technology absorption is required. Further, during the year there were no foreign exchange earnings or outgo. Hence the details required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) Companies (Accounts) Rule, 2014 are not given.

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 Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the financial year 2023-2024.

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 Board of Directors of the Company had adopted the 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. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints/suggestions were received during the Financial Year ended March 31, 2024. No personnel have been denied access to the Audit Committee during the Financial Year 2023-24.

The details of said vigil mechanism are given in Corporate Governance Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is available in the company’s website i.e. https://www.suraiindustries.org/policv/Vigil-Mechanism-Policv.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 2023-24:

Sr. No.	Name of Director	Category of Director	Ratio to Median r_„
1.	Mr. Suraj Prakash Gupta	Executive Director	11.92
2.	Mr. Ashu Malik	Executive Director	1.79
3.	Mr. Nazir Baig	Non-Executive Director	--
4.	Mr. Syed Azizur Rahman	Non-Executive Director	--

5.	Ms. Pooja Solanki	Non-Executive Director	--
6.	Mr. Sanjay Kumar Jain*	Non-Executive Director	--

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	-
2.	Mr. Ashu Malik	Executive Director	2.86%
3.	Mr. Sanjai Kapoor*	Chief Financial Officer	NA
4.	Mr. Somir Bhaduri	Chief Financial Officer	NA#
5.	Ms. Snehlata Sharma	Company Secretary	15.28%

* Mr. Sanjai Kapoor resigned from the position of Chief Financial Officer of the Company with effect from November 03,2023.

# Mr. Somir Bhaduri was appointed as Chief Financial Officer of the Company with effect from February 02,2024.

iii. The percentage increase in remuneration in the median remuneration of employee in the financial year: (-) 15.95%

There was percentile decrease in the median remuneration due to increase in number of employees with lower salary base commensurating with their qualification and experience

iv. The Company had 35 permanent employees as on March 31,2024.

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: 0.36%

Percentage increase in Salaries of Employees other than the Managerial Personnel: (-) 3.94%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel due to increase in number of employees with lower salary base commensurating with their qualification and experience

The percentile increase in the managerial remuneration was due to the increase in the salary of Managing Director

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.

2. 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 Regulations 34 and Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, the Management’s discussion and analysis report has been given separately and forms integral part of this Annual Report.

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 Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of Company’s products/business activity,

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

As on March 31,2024, 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 551724 fully paid-up equity shares against conversion of equal number of warrants during financial year 2023-24.

The details of the status of receipt of funds and their utilization periods are given in Corporate Governance Report, which forms part of this Annual Report.

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 2024 including therein the Audited Financial Statements for the financial year 2023-24, are being sent only by email to the Members.

ACKNOWLEDGEMENTS

We, the Board of Directors, feel compelled to express our sincere acknowledgement and heartfelt appreciation to the customers, investors, bankers, employees and business associates, all the stakeholders, shareholders, various departments of the State and the Central Government and Investors who have put their faith in the Company.

We would also like to express our gratitude to our investors for their unwavering confidence in our vision. Your financial backing and strategic guidance have propelled our growth and enabled us to pursue innovation and expansion. Your belief in our potential has been instrumental in transforming our ideas into reality, and we remain committed to delivering sustainable returns on your investment.

By Order of the Board For Suraj Industries Ltd

Place: New Delhi Sd/-

Date: August 30, 2024 Sanjay Kumar Jain

Chairperson of the Company (DIN: 01014176) Address: 263 , SFS, Hauz Khas New Delhi -110016

---

Mar 31, 2015

Dear Members,

The Directors are delighted to present their Report on Company's Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31,2015.

FINANCIAL RESULTS OF THE COMPANY

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

(In Rs.)

2014-2015 2013-2014

Income 1,05,108 -

Profit/(Loss)before Depreciation 21,712 (86,720)

Depreciation - 33,734

Net Profit (Loss) after depreciation before tax 21,712 (1,20,454)

Provision for Taxation

Income Tax - -

Net Profit/(Loss) after tax for the year 21,712 (1,20,454)

Additional Depreciation as per Schedule II of Companies Act, 2013 charged against reserves. (301,447) -

Profit/ (Loss) Brought Forward (10,42,65,122) (10,41,44,668)

Net Profit/ (Loss) Carried to

Balance Sheet (10,45,44,857) (10,42,65,122)

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs. 105,108. The Company has earned net profit of Rs. 21,712 during the year as compared to net loss of Rs. 120,454 in the last year.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company is exploring various business avenues to restart operations in the Company which can give it steady returns in the long run.

DIVIDEND

In view of Financial Results of the Company, your Directors, are unable to recommend any dividend for the year under review..

AMOUNTS TRANSFERRED TO RESERVES:

Due to inadequate profits, the company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr. J K Jain, Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

Mr.J.K Jain is not disqualified under Section 164(2) of the Companies Act,2013.

Mr.Narendra Singh Bisht has been appointed as non-executive independent director by the Board of Directors of the Company for a term of 5 years commencing from November 14, 2014 in pursuance of the section 149, 152 and 161(1) read with Schedule IV and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

During the year under review, Mr.PradeepGupta, Whole Time Director ceased to be a Director of the Company with effect from November 14,2014.

Ms.SuchiBahl has been appointed as Non-Executive Director on the Board of Directors of the Companyw.e.f February 14, 2015

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A"

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts for the year ended March 31,2015, the applicable Accounting standardshave 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 31,2015 and of the profit or loss of the Company for the Financial year ended March 31,2015.

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) With the closure of all the business segments as mentioned in Note no. 1 under Basis for Qualified Audit Opinion of Auditor's Report, the accounts have been prepared not following the going concern assumption and all expenses of revenue nature incurred during the year relating to above segment have been charged off to Profit & Loss Account.

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 system were adequate and operating effectively.

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.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference are mentioned in the Corporate Governance Report which forms part of the Director Report.

The Board, during the year under review, had accepted all the recommendations made to it by the Audit Committee..

AUDITORS

M/s SatendraRawat& Company, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of ensuing Annual General Meeting and your Directors recommend their re- appointment. The company has received the requisite certificate from M/s SatendraRawat& Company, Chartered Accountants to the effect that their re-appointment, if effected, would be in accordance with the provisions of Section 139 (2) of the Companies Act, 2013 and Rules made there under.

AUDIT REPORT

The Auditor had pointed out certain remarks, which are replied by the Board of Directors hereunder:

Auditors Remark - 1

In the Auditor Report under point no. 1 of Basis for Qualified Audit Opinion, it has been stated that "Attention is drawn to note no. 1(a) and note 14 of the Balance Sheet to the effect that these accounts have been prepared without following the going concern assumption on the closure & cessation of the two business segments by the Company and disposal of major assets of these discontinued segments in preceding years".

Board's Reply

As the members are aware that the Company has exited from the edible oils business due to adverse market conditions and bleak prospects & all the workers and the employees employed at the factory at Sansarpur Terrace had resigned voluntarily. Thereafter looking at the bleak prospects, the Company had sold off its assets at the factory after taking permission from the members of the Company, to pay off its liabilities. Thereafter the Company ventured into marketing and distribution of liquor but the same has also been discontinued. Since at present the Company had no continuing business except for the liquidation/realization of the liabilities/assets of the previous businesses, the accounts of the Company have been drawn without following the going concern assumption.

Auditors Remark - 2

In the Auditor Report under point no. 2 of Basis for Qualified Audit Opinion, it has been stated that "Company has a sum of Rs. 6.38 lacs as recoverable advances on account of sales tax and income tax refunds, which in view of long time lag, in our opinion, are not realisable and should have been written off. Therefore, the profit of the year and current assets are shown more by Rs. 6.38 lacs and deficit in statement of profit and loss account is shown less to that extent".

Board's Reply

The company is pursuing the recovery of these dues from Sales Tax & Income Tax Department. In view of this, these amounts have not been written off as non- recoverable.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Monika Kohli, Company Secretaryin Practice to undertake the Secretarial Audit of the Company for financial year 2014-15.

The Secretarial Audit Report in prescribed form MR-3 for Financial Year 2014-15 forms part of the Annual Report as "Annexure B" to the Board Report.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor had pointed out certain remarks, which are replied by the Board of Directors hereunder:

Secretarial Auditors Remark - 1

The Company has not appointed any executive director in terms of provisions of Listing Agreement.

Board's Reply

Since the Company is not doing any business activity for many years therefore there was no person who has shown his interest to become the Whole Time (Executive) Director in the Company, However your management is taking steps to appoint executive director to comply the requirement of law.

The Management has identified some person and is in the process of selection the candidate for the post of Whole Time Director. It is expected that Company shall appoint the Whole Time Director shortly.

Secretarial Auditors Remark - 2

The Company was required to appoint Internal Auditor as per the section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rule 2014. However, it is observed that no Internal Auditor has been appointed by the Company.

Board's Reply

Since the Company did not have any continuing business operations and the volumes of transactions are very less and the company is a loss making entity, therefore, it was not feasible to appoint internal auditor. However, the internal controls were adequately exercised.

Secretarial Auditors Remark - 3

The Company was required to appoint Managing Director/Manager/ Chief Executive Officer/Whole-time Director and Chief Financial Officer (as prescribed under section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. However, no Managing Director/ Manager/Chief Executive Officer/Whole-time director and Chief Financial Officer have been appointed by the company.

Board's Reply

As stated above the Company is not doing any business activity for many years therefore there was no person who has shown his interest to become the Whole Time (Executive) Director in the Company, however your management is taking steps to appoint Executive Director to comply the requirement of law.

Further since there are no business activities no finance profession has shown his interest to take the position of Chief Financial Officer of the Company.

The Management has identified few persons and is in the process of selection the candidate for the post of Whole Time Director and CFO. It is expected that Company shall appoint the Whole Time Director & CFO shortly.

Secretarial Auditors Remark - 4

The Company is not regular in compliance of various clauses of Listing Agreement. However, it is observed that the Company do not have its own website.

Board's Reply

Your Company had approached the BSE Limited and made a submission for resumption of trading activity in its equity and had sought the pending Listing Compliances. Your Company has prepared and filed with the BSE Limited major pending details with respect to clauses of Listing Agreement and also in process of completing and filing the remaining documents / information with BSE.

The company has taken steps towards creating and maintaining its website and soon the company will have its website containing all the required information as per Companies Act, 2013 and Listing Agreement.

Secretarial Auditors Remark - 5

It was observed that tenure of Mr. Shashi Sharma, Independent Director was not fixed in the Annual General Meeting held on 30.09.2014 as per the provisions of section 152 of the Companies Act,2013.

Board's Reply

The company has taken the above matter in ensuing AGM for Member's approval in fixing the tenure and his period of appointment will be fixed in terms of Section 149 of the Companies Act, 2013 and Listing Agreement.

Secretarial Auditors Remark - 5

It is observed that 100% equity shares of the company are in physical form and the company is yet to sign the tripartite agreement with Registrar & Depository to provide dematerialization facility to its shareholders.

Board's Reply

The Board has already taken steps in this respect by passing board resolution on 29th May, 2015 for converting shares into De-mat form and shallexecute the tripartite agreement with the NSDL/CDSL and Registrar & Share Transfer Agent shortly.

SHARE CAPITAL

During the year, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As at March 31,2015, the paid-up share capital stood at Rs7,34,30,000 comprising of 73,43,000 equity shares of 10 each.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established an adequate internal control procedure which commensurate with the size of the Company and the nature of its business for the purpose of purchase and sale of goods, material, fixed assets and services. During the course of the audit, on random test check basis, no major weakness has been noticed in internal controls in respect of these areas except as notified in the Secretarial Audit.

CHANGE IN REGISTERED OFFICE:

The Registered Office of the Company was earlier situated at Plot No. 1, Phase-III,Sansarpur Terrace, Himachal Pradesh. Due to commercial exigency, the Board of Directors considered and approved the shifting the registered office within the Jurisdiction of the Registrar of Companies, Himachal Pradesh, to Plot No. 2,Phase III, Sansarpur Terrace, Himachal Pradesh-173212 w.e.f. 01/06/2015.The present location is within the local limits of the city.

The shifting of the Registered Office as aforesaid is in the best interests of the company, its shareholders and all concerned. The shifting will in no way be detrimental to the interest(s) of any member of the public, employees or other associates of the Company in any manner whatsoever.

NUMBER OF BOARD MEETING

During the Financial Year 2014-15,Five Board meeting were held during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act,2013 and the Listing Agreement with Stock Exchanges. The details of all Board/Committee meetings held are given in the Corporate Governance Report.

CORPORATE GOVERNANCE DISCLOSURES

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed report on Corporate Governance is attached as Annexure "C". A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement, is attached to the Corporate Governance Report.

Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

CODE OF CONDUCT:

In compliance with Clause 49 of Listing Agreement and the Companies Act, 2013, the Company has framed and adopted a code of conduct.

The code is applicable to the members of the Board and all employees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31,2015

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place a new Act,"The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

During the year under review, there was no requirement in our company to form the Internal Complains Committee, Further there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration from each independent directors under Section 149(7) of Companies Act, 2013 that they meet the criteria of independence laid down in Sec.149(6) of Companies Act, 2013 read with Clause 49 of the Listing Agreement.

COMMITTEE

Pursuant to requirement under Companies Act,2013 and Listing Agreement, the Board of Directors has constituted the following Committees:

1. Audit Committee,

2. Nomination & Remuneration Committee and

3. Stakeholders Relationship Committee.

The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Company has framed aNomination and Remuneration Policy pursuant to the provisions of Section 178 of the Act read with Clause 49 of the Listing Agreement. The Policy has been disclosed in the Corporate Governance Report attached to this Report as Annexure "D".

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

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties.

DEPOSITS

During the year under review, your Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

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

Particulars required under Section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rule, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "E" forming part of this 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.

FORMAL ANNUAL EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and the individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

For annual performance evaluation of the Board as a whole, its Committees and individual Directors including the chairman of the Board, the Company has formulated the questionnaires to assist in evaluation of performance. Every director has to fill the questionnaires related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the response to the questionnaires, a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors was held on February 26, 2015.

The Independent Directors at the meeting reviewed the following:-

* Performance of non-independent Directors and Board as a whole.

* Performance of the Chairperson of the Company,

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your company during the year under review.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders have been passed during the year by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Whistle Blower Policy, a mechanism for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. The mechanism also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review no personnel has been denied access to the audit committee.

The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy.

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:-

The details of remuneration paid to Directors during Financial Year 2014-2015 are given below:

Particulars Ms. Bhanumati Ramchandran Company Secretary

Salary 27,500

Contribution to PF/ Superannuation NIL

/ Gratuity

Perquisites NIL

Total Remuneration 27,500

NOTES :-

* During the year under review no remuneration was paid to any CFO, Executive and Non-Executive Director of the Company.

* At present the Company has only one permanent employee Ms. BhanumatiRamchandran, Company Secretary who was paid remuneration of Rs. 27,500/- as per the remuneration policy of the company and there is no increase in his remuneration as compared to the remuneration given to her last year.

* In view of the above no other disclosure required in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable.

2. 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 aforesaid rule.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Agreement has been given separately and forms part of the Annual Report as Annexure "F".

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude and appreciation for the assistance and cooperation received from the Banks during the year under review.

Your Directors also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company.

By Order of the Board For Suraj Industries Ltd

J.K. Jain Place : New Delhi Chairman & Director Date : 02.09.2014 DIN: 00120204

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Mar 31, 2010

The Directors hereby present their Eighteenth Annual Report along with the Audited Statements of Account for the year ended 31st March 2010.

FINANCIAL RESULTS

Financial Results for the years operations and the comparative figures of the previous year are summarised below:

(Rs. in lacs)

Particulars Year Ended on Year Ended on 2009-2010 2008-2009

Income 7.70 33.32

Profit/(Loss)before Depreciation (11.02) 19.93

Depreciation 0.34 0.34

Profit/(Loss) before Extra Ord. Items (11.36) 19.59

Extra-ordinary Items

Loss on impairment & disposal of assets NIL NIL

Net Profit (Loss) for the year before tax (11.36) 19.59

Provision for taxation

Fringe Benefits Tax/Income Tax NIL 0.06

Net Profit/(Loss) after tax (11.36) 19.53

Profit/ (Loss) Brought Forward (1019.72) (1039.25)

Net Profit/(Loss) Carried to Balance Sheet (1031.08) (1019.72)

Due to continuous losses there has been gradual erosion in the capital employed in the unit. As a result the entire net worth of the Company has been eroded.

DIVIDEND

In view of Financial Results of the Company, your Directors, are unable to recommend any dividend for the year under review. The Company shares are listed at Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2010-2011.

OPERATIONS

Due to adverse market conditions and bleak prospects, the Company has exited from the edible oils business. The Company thereafter had ventured into marketing and distribution of liquor. But the same has also been discontinued due to bleak prospects.

The Company is now in the look out for some other business which can give it steady returns in the long run. During the year the company has restarted trading activities.

The shareholders has authorized the Board of Directors to sell the lease hold land measuring 38000 sq meters with building structure situated at Sansarpur Terrace, District Kangra, Himachal Pradesh through postal ballot resolution dated May 10, 2010. Accordingly your Board of Directors at its meeting held on May 14, 2010 has accorded their consent to sell off the said land to M/s Premier Alcobev Private Limited after complying the necessary formalities in this regard.

DIRECTORS

Shri Sandeep Agrawal, Director retire by rotation and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same except for the provision of Gratuity and Leave Encashment which have been accounted for on actual liability on the balance sheet date, amounting to Rs 55552/- & Rs 7665/- respectively, instead of actuarial valuation (reference is invited to Note no. 9 of part B of Schedule J to the Accounts). Since the going concern assumption is not followed in these accounts, the concept of actuarial valuation cannot be applied in the circumstances.

b. That they have selected such accounting polices and applied them consistently and made judgements 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 2009-2010 and of the profit of the Company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d. With the closure of all the business segments as mentioned in Note no. 4 of part B of Schedule I to the Accounts, the accounts have been prepared not following the going concern assumption and all expenses of revenue nature incurred during the year relating to above segment have been charged off to Profit & Loss Account.

AUDIT COMMITTEE

Pursuant to the provisions of new Section 292A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors with the following composition.

1. Shri Sandeep Agrawal

2. Shri J.K. Jain

3. Shri Pradeep Gupta*

* Shri Pradeep Gupta has been nominated as member of Audit Committee on 01.01.2010 in the meeting of Board of Directors held on 01.01.2010 in place of Shri Indermani Mittal who has resigned as Director of the Company with effect from 01.01.2010.

This Committee has reviewed the Accounts for the year ended March 31, 2010.

CORPORATE GOVERNANCE

SIL continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including Shareholders, Banks, Customers, Employees and the Society at large.

Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect. A separate section on Corporate Governance and a Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of the Annual Report.

AUDITORS

M/s. TAS Associates, Chartered Accountants, Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and your Directors recommended their re-appointment. The Company has received the requisite certificate from M/s. TAS Associates, Chartered Accountants to the effect that their re-appointment, if made, would be within the limits prescribed u/s. 224 (1-B) of the Companies Act, 1956.

AUDIT REPORT

The Auditors in their report have invited reference to note no 4 of part B of Schedule I (notes to the accounts) to the effect that the accounts have been prepared without following the going concern assumption on the closure & cessation of the business by the Company and disposal of major assets in preceding years.

As mentioned earlier, the Company has exited from the edible oils business due to adverse market conditions and bleak prospects. All the workers and the employees employed at the factory at Sansarpur Terrace had resigned voluntarily. Thereafter looking at the bleak prospects, the Company had sold off its assets at the factory after taking permission from the members of the Company, to pay off its liabilities. Thereafter the Company ventured into marketing and distribution of liquor but the same has also been discontinued. Since at present the Company had no continuing business except for the liquidation/realization of the liabilities/assets of the previous businesses, the counts of the Company have been drawn without following the going concern assumption.

Since the Company did not have any continuing business operations except the trading of vanaspati/ refined oil during the year and the volume of transactions were very less, internal audit through an external agency was not carried out. However, the internal controls were adequately exercised keeping in view the volume of transactions during the year.

However, it does not affect the true and fair view as confirmed by the Auditors in para 5 (g) of their report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as regards conservation of energy, technology and outgo required u/s 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Directors) Rules, 1988 is annexed hereto as per annexure and forms an integral part of the report. Since there were no manufacturing activities during the Financial Year 2009- 2010, so no information has been provided under this head.

PARTICULARS OF EMPLOYEES

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

INSURANCE

All the insurable interest of the Company wherever required under legislative enactments are adequately insured.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

We wish to place on record our sincere appreciation of the continued valuable assistance, co-operation, guidance and support provided to the Company by its bankers, Government of Himachal Pradesh and the local authorities. In the end, your Directors wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

For and on behalf of the Board For SURAJ INDUSTRIES LIMITED

Sd/- Sd/- (J.K. JAIN) (PRADEEP GUPTA) DIRECTOR WHOLE TIME DIRECTOR

Place : NOIDA

Dated : 1st September, 2010