Suraj Products Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 35th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE:

Particulars	FY 2025-26	FY 2024-25
Sales and Other Income ( in lakh)	30,500.39	32,690.27
Profit before Tax ( in lakh)	2,429.48	2,762.08
Profit after Tax ( in lakh)	1,884.79	2,143.39
Earnings per Equity Share – Basic ( )	16.53	18.80
Earnings per Equity Share – Diluted ( )	16.53	18.80

1. FINANCIAL PERFORMANCE:

The Companys performance during the year reflects lower revenue and profitability compared with the previous year, While the operations remained stable, lower profitability is primarily attributable to lower per ton realization. The Company produced 37,981 MT of Sponge Iron, 20,202 MT of Pig Iron, 71,242 MT of MS Billets and 62,861 MT of TMT Bars during the year.

2. STATE OF COMPANYS AFFAIRS

The Company continues to operate in the steel sector and is engaged in the manufacture of Sponge Iron, Pig Iron, MS Billets and TMT Bars. During the year, the Company continued to focus on operational efficiency, capacity utilisation and value addition through its downstream products. There was no change in the nature of business of the Company during the year under review.

3. DIVIDEND

The Board has recommended a final dividend of 22.50%, i.e. 2.25 per equity share of 10 each, subject to approval of the shareholders at the ensuing Annual General Meeting. The proposed dividend will result in a cash outflow of approximately 2.56 crore. The dividend payout ratio is approximately 14%.

4. TRANSFER TO RESERVES

The Board has decided to retain the entire profit for FY 2025-26 in the Statement of Profit and Loss and no amount is proposed to be transferred to any specific reserve.

5. UNCLAIMED DIVIDEND / IEPF

No amount of unpaid dividend was required to be transferred to the Investor Education and Protection Fund during the year under review.

6. SUBSIDIARY

As at 31st March, 2026, the Company has one wholly owned subsidiary, SURAJ IRON & STEEL MANUFACTURERS L.L.C-S.P.C., Abu Dhabi, UAE. Form AOC-1 containing the prescribed particulars of the subsidiary forms part of this Report as Annexure I.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Sunita Dalmia (DIN-00605973), Non-Executive Promoter Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment. The Key Managerial Personnel of the Company as at 31st March, 2026 were: l Mr. Y.K. Dalmia - Managing Director l Mr. Gagan Goyal - Executive Director l Mr. M.K. Hati - Chief Financial Officer l Mr. A.N. Khatua - Company Secretary Mr. C.K. Bhartia, Chairman and Independent Director, completes his second consecutive term of five years as an Independent Director at the ensuing Annual General Meeting and will cease to be a Director upon conclusion of the Meeting in accordance with the applicable provisions of the Companies Act, 2013. Mr. Gagan Goyal, Executive Director, completes his present term as Director at the ensuing Annual General Meeting. The Board has decided not to recommend his re-appointment as a Director. He will, however, continue to be associated with the Company in an executive role in its management.

8. NUMBER OF BOARD MEETINGS

During FY 2025-26, four meetings of the Board of Directors were held on 17th May 2025, 30th July 2025, 10th November 2025 and 3rd February 2026. The attendance particulars are disclosed in the Corporate Governance Report forming part of this Annual Report.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: l in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profit for the year; l proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts have been prepared on a going concern basis; proper internal financial controls have been laid down and such controls were adequate and operating effectively; and proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from the Independent Directors confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is satisfied with the integrity, expertise and experience of the Independent Directors.

11. BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. The evaluation process covered, inter alia, Board composition, attendance, contribution, effectiveness and governance practices. The Independent Directors separately evaluated the performance of the Chairman and Non-Independent Directors.

12. NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy covering appointment and remuneration of Directors, Key Managerial Personnel and Senior Management, including criteria relating to qualifications, positive attributes and independence of Directors. The Policy is available on the Companys website at www.surajproducts.com.

13. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Related Party Transactions Policy. Particulars of contracts or arrangements with related parties, as applicable, are disclosed in the prescribed form and/or in the financial statements forming part of this Annual Report.

14. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, as applicable, are disclosed in the financial statements forming part of this Annual Report.

15. AUDITORS

M/s GARV & Associates (Formerly Rustagi & Co.), Chartered Accountants, Kolkata (Firm Registration No. 301094E), were appointed as Statutory Auditors for a period of five consecutive years from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting. The Statutory Auditor has submitted the Audit Report for FY 2025-26. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation by the Board.

16. COST AUDIT

M/s A S & Associates, Cost Accountants (Registration No. 000523), Kolkata, were re-appointed as Cost Auditors for FY 2025-26. The Cost Audit Report for the year does not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation by the Board.

17. CREDIT RATING:

During the financial year, the Companys credit facilities were rated by M/S. ICRA Ltd. The current credit ratings assigned to the company as follows: 1. Long term bank facilities- (ICRA) BBB+ (Stable) 2. Short term bank facilities- (ICRA) A2

18. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report issued by Ms. Shruti Agarwal, Practising Company Secretary, is annexed as Annexure II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. FRAUD REPORTING

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees under the applicable provisions of the Companies Act, 2013.

20. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 14th August, 2026, approved, subject to the approval of the shareholders and such other regulatory/statutory approvals as may be applicable, the increase in the authorised share capital of the Company from 12 crore to 15 crore and a preferential issue of equity shares and fully convertible warrants aggregating up to 69.30 crore. The proposed fund raising is intended, inter alia, to support the Companys funding requirements, including its proposed investment in and funding of the steel manufacturing project being undertaken through its wholly owned subsidiary, SURAJ IRON & STEEL MANUFACTURERS L.L.C-S.P.C., Abu Dhabi, United Arab Emirates. The subsidiary is in the process of setting up a steel manufacturing project in Abu Dhabi, UAE. The project envisages establishment of a re-rolling mill with a capacity of 4 lakh tonnes per annum in the first phase, at an estimated investment of approximately 175 crore. In the second phase, a steel melting facility of matching capacity is proposed to be established, taking the aggregate estimated project outlay to approximately 325 crore. The project is expected to provide the Group with an integrated steel manufacturing presence in the United Arab Emirates and create opportunities for further value addition and expansion of the Groups steel business. The proposed issue is subject to the approval of the shareholders at the ensuing Annual General Meeting and such other approvals as may be applicable. The detailed terms, objects and other particulars of the proposed issue are set out in the Notice convening the ensuing Annual General Meeting.

21. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by any regulator, court or tribunal during the year which could impact the going concern status of the Company or its operations in future. Members attention is drawn to the contingent liabilities and commitments disclosed in the notes to the financial statements.

22. RISK MANAGEMENT

The Company has a risk management framework commensurate with the nature and size of its operations. The principal risks relate to steel demand and prices, availability and cost of raw materials, labour and utilities, economic conditions, financing costs, regulatory requirements and operational disruptions. These risks are reviewed periodically by the management and appropriate mitigation measures are undertaken.

23. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with the size and nature of its business. The effectiveness of such controls is reviewed periodically by the management and the Audit Committee.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure A to this Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee and has a CSR Policy in accordance with Section 135 of the Companies Act, 2013. During FY 2025-26, the Company undertook CSR activities in the areas of rural development, healthcare and safe drinking water, education and sports in Sundargarh district, Odisha. The Annual Report on CSR Activities, including the prescribed project-wise details of expenditure and the treatment of the unspent CSR amount, is annexed as Annexure III to this Report.

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The disclosures relating to remuneration of Directors and other employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report. The statement of employees covered under Rule 5(2) and Rule 5(3) is available for inspection in accordance with Section 136 of the Act and will be furnished to members on request.

27. DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 during FY 2025-26.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

29. ANNUAL RETURN

The Annual Return of the Company as at 31st March, 2026, in Form MGT-7, is available on the Companys website at www.surajproducts.com.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy and framework for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the applicable law and has constituted the Internal Committee. No complaint of sexual harassment was received during FY 2025-26.

31. VIGIL MECHANISM / WHISTLE BLOWER

The Company has a Vigil Mechanism under its Fraud Risk Management Policy to provide a structured mechanism for reporting concerns relating to fraud, mismanagement or unethical conduct. The mechanism provides for confidentiality and protection against victimisation for genuine complaints. The Company also has a Whistle Blower Policy, which is available on its website.

32. CORPORATE GOVERNANCE

The Corporate Governance Report, together with the certificate of the Secretarial Auditor on compliance with the applicable Corporate Governance requirements, forms a separate section of this Annual Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms a separate section of this Annual Report.

34. ACKNOWLEDGEMENT

The Board sincerely thanks the Companys customers, vendors, dealers, business associates, bankers, investors, employees and other stakeholders for their continued support and cooperation. The Board also expresses its gratitude to the Governments and regulatory authorities of India, the United Arab Emirates and all other countries where the Company operates or undertakes business activities, as applicable, for their continued support, guidance and cooperation.

	For and on behalf of the Board of Directors
Place: Barpali	C. K. Bhartia
Date: 14th August, 2026	Chairman
	(DIN-00192694)