Surya Roshni Ltd Directors Report

To the Members,

The Board of Directors hereby submits the Fifty Second (52nd) report of the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2025. The Consolidated performance of the Company and its wholly -owned subsidiary has been referred to wherever required.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

(Rs in crore)

Particulars	Standalone		Consolidated
	For the year ended 31st March,		For the year ended 31st March,
	2025	2024	2025	2024
Revenue from Operations	7435.22	7808.52	7435.87	7809.27
Other Income	31.48	13.78	29.68	13.89
Total Revenue	7466.70	7822.30	7465.55	7823.16
EBITDA	610.65	585.92	608.89	586.31
Finance Costs	20.73	24.05	20.74	24.05
Cash Profit	589.92	561.87	588.15	562.26
Depreciation and amortisation expenses	122.74	117.27	122.74	117.27
Net Profit Before Tax (PBT)	467.18	444.60	465.41	444.99
Tax Expenses	118.78	115.74	118.81	115.83
Net Profit After Tax (PAT)	348.40	328.86	346.60	329.16
Other Comprehensive Income	(1.91)	(1.31)	(191)	(1.31)
Total Comprehensive Income	346.49	327.55	344.69	327.85
EPS (Basic in )*	16.03	15.24	15.95	15.26
EPS (Diluted in )*	16.01	15.11	15.93	15.12

*The Company has allotted the Bonus shares of .5/- each in the ratio 1:1 on 2nd January, 2025 as per the record date of January 1, 2025, as approved by shareholders through Postal Ballot on 20th December, 2024. Therefore, effect of increase in number of shares is considered while calculating Basic EPS and Diluted EPS in above results and previous period figures are also restated for Basic EPS and Diluted EPS in accordance with Ind AS 33 Earnings per share

Standalone Financial Highlights:

During the year under review, in-spite of challenging business environment world-wide, muted demand of high value-added products in pipes segment, the company achieved much satisfied performance on account of better driven volume growth, coupled with better product mix, the revenue from operations of the Company stands to 7435.22 crore in FY 2024-25 as compared to 7808.52 crore last year registered a dip of 4.78% as compared to last year. EBITDA stands to 610.65 crore as compared to 585.92 crore reported last year, Profit before tax (PBT) stands at 467.18 crore as compared to 444.60 crore last year and Profit after tax stand at 348.40 crore as compared to 328.86 crore last year, registered an increase of 4.22%, 5.07% and 5.94%in EBITDA, PBT and PAT over the last Financial year 2023-24.

The said sustained performances are based on the improvement in the operational performance supported by higher cost efficiency, better product mix and better contribution of Lighting business, thereby leading to sustained profitability and improvement in liquidity position.

With deeper market penetration in rural and semi- urban markets with diversified product profile, nation- wide marketing network, established brand name, experienced management brings overall synergy and greater integration.

The Companys trusted brands backed by own production facilities and through adoption of latest technology, operational efficiency, excellent customer service and launch of innovative and diversified products in the market will add a fillip to the revenues with improved profitability in both the segments. Consolidated Financial Highlights:

The Company has a sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED, which was incorporated as Special Purpose Vehicle (SPV). In the fiscal year under review, the revenue from operations of the Group is 7435.87 crore as compared to 7809.27 crore last year registered a fall of 4.78% EBITDA was 608.89 crore as compared to 586.31 crore last year registered an increase of 3.85%, Profit before tax stands at 465.41 crore as compared to 444.99 crore last year, increased by 4.59% and Profit after tax stands at 346.60 crore as compared to 329.16 crore last year registered an increase of 5.30%.

TOTAL DEBT FREE: Through consistent efforts over the past few years, the Company already been a Totally Debt Free Company and have a net cash surplus of 342.00 crore as on 31st March, 2025.

STEEL PIPES & STRIPS

Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India. manufactures ERW Steel pipes (GI Black, Hollow Section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips. The Company dominates the steel pipes & strips segment, offering an extensive product range that caters to key sectors, including agriculture, infrastructure, oil & gas, water transportation, and construction.The Company products are approved by API (American Petroleum Institute) for Oil & Gas sector.

The company has established in the year 2010 its Anjar unit on 92 Acres are which is in close proximity to Kandla and Mundra port provides strategic advantage in exports and imports. The unit exports more than 70% of its production. The unit has successfully manufactured API 5L X - 70 PSL2 Grade pipe for Oil & Gas Industry. The company has also established in the unit, worlds one of the best 3LPE Coating facility having latest technology from Selmer, Netherland with an installed capacity of 27,50,000 Sq. mtr. for External and 11,00,000 Sq. mtr. Internal Coating for pipes ranging from 4" to 64" diameter.

The state-of-art imported mill for manufacturing of Heavy Structural Hollow Square / Rectangular Section Steel Tubes (up to 300 * 300 mm) of sizes > 6 mm to 12 mm with Direct Forming Technology (DFT) set- up at Malanpur, near Gwalior (M.P.) with an installed capacity of 36,000 MTPA.

The DFT technology paves an innovative route of high tech designed methodology to produce ERW Structural Pipes and also enabled to improve companys value added offerings of large diameter heavy structural pipes at economies of scale. In Direct Forming

Technology (DFT), company earlier manufacture pipes of 150*150 mm diameter and now have successfully undertaken trial to manufacture pipes of 132*132 mm diameter during the year. With the operation of the new technology (DFT), the Company will be immensely benefitted as good demand is foreseen from the domestic and export front to which it caters.

The wide acceptance of Companys steel pipe products is evident with its expanding market share and brand preference. As world-class quality products of the Company are being sold by 250 dealers and 21000 retailers across India and are also being exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU, Canada, U.S etc.

The Companys products, marketed under the Prakash Surya brand, are exported to over 50 countries, with a strong foothold in the Gulf Cooperation Council (GCC) nations, reflecting its expanding global presence. In the domestic market, the company maintains a robust B2C presence, particularly in Tier II cities and rural regions, where it benefits from a well-established dealer and distributor network.

The Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading Global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP, FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company. The year under review has been characterised by notable market volatility, driven by heightened attention to inflation management, amid ongoing repercussions stemming from the Geo-Political conflicts, which has led to global economic slowdown. The Indian domestic market has largely remained decoupled, which has enabled us offset subdued export growth with healthy tailwinds in domestic demand. Despite an overall challenging economic environment, the segment reported a satisfied performance during the year.

The Revenue of the segment stands at 5,749.07 crore in FY 2024-25 as compared to 6,241.78 crores during FY 2023-24 registered a fall of 7.89% mainly on account of slowdown in demand of high value added products, which was marginally offset by better sales in all other segments of pipes. However, through operational efficiencies, the EBITDA was increased by 2.42% and stands at 446.42 crore in FY 2024-25 as compared to 435.88 crore in FY 2023-24. The EBITDA per ton stands to 5,392 in FY 2024-25 as compared to 5,401 per metric ton last year. The cash profit and Profit Before Tax (PBT) stands to 429.85 crores and 340.84 crores respectively as compared to 414.02 crores and 325.42 crores reported in FY 2023-24, an increase of 3.82% and 4.75%.

A major landmark milestone has achieved by the Steel Pipe and Strips segment as announced that it has achieved its ever highest monthly sales volume of 1,00,239 M.T. recorded in March, 2025 and with a recorded volume of 2.59 lakh MT in Q4FY25. The order book particularly the value added products such as API coated pipes and exports continued to grow despite resurgence in export.

During the year, the Company have been awarded by AEO (Authorised Economic Operator) T3 Certificate by Directorate of International Customs (DIC) and it is valid for next 5 years upto 27-03-2030. This is the highest category of AEO Certification by DIC. It gives additional benefits over and above the AEO T1 & AEO T2 Certificate which was awarded earlier by DIC to the Company.

The company already have an EPD (Environmental Product Declarations) certification for all products, which is mandatory requirement for customers in export markets, especially in Europe. The company also got registered during the year in the Neom city which is a new urban area planned by Saudi Arabia. The registration will enable the company to supply its pipes for new city projects in the Neom - from where the company is having active enquiries for supply.

CONCLUSION

The Steel pipes and strips performance during the year under review looks promising with higher contribution from value added products viz. API, GI Pipes and Exports, which will continue to drive improvement in EBITDA margins. The Company is well-positioned to leverage the ample opportunities. With the Companys existing capacities for GI pipes and robust presence in rural regions of India, it is well-positioned to capitalise on this growth potential.

Through continuous focus on value added product, cost optimisation, manpower cost, electricity, logistic and other manufacturing cost along with operating efficiencies, the growth pendulum of the segment witnessed in the positive direction. With Government thrust on projects like increasing the share of gas in energy mix, City Gas Distribution network, improved focus on domestic water segment, irrigation projects, Har Ghar Jal scheme etc. will be benefiting the Company as it has immense infrastructure already built in terms of large scale manufacturing facilities and wide spread distribution network.

LIGHTING & CONSUMER DURABLES

The market for lighting fixtures and luminaires has undergone a significant transformation in recent years, as highly energy-efficient LED lights is increasingly popular choice for both residential and commercial use.

During FY 2024-25 the Company registered Standalone Revenue from operations of 1,689.61 crore as compared to 1,571.19 crores in FY 2023-24 an increase of 7.54%. The EBITDA and Cash Profit have registered a growth of 9.46% and 8.26% and stands to 164.23 crore and 160.07 crore respectively in FY 2024-25 as compared to 150.04 and 147.85 crores achieved in FY 2023-24. The Profit before tax registered an increase of 6.01% and stands at 126.34 crores as compared to 119.18 crores achieved in FY 2023-24.

In-spite persistent price deflation which impacted revenue growth, company through its diligent cost actions ensure good growth in EBITDA margins. Professional Lighting and many categories in Consumer Durable space delivered excellent growth. Company introduced many new products around the year and continued working on quality, cost and supply chain excellence for existing products.

OVERVIEW AND ACHIEVEMENTS IN 2024-25 -

Lighting and Consumer Durables

Surya Roshni ventured into Lighting in 1984, and has successfully transitioned over the last few years from being one of the clear market leaders in Conventional

Lighting to becoming one of the leading LED Lighting player.

Surya is engaged in the manufacturing and sales of Conventional Lighting and energy efficient LED Lighting (LED Bulbs, LED Battens, LED Tubes, Downlighters and other Luminaires) in the Consumer segment, and advanced Smart LED products for the Street Lighting, Infrastructure, Industry, Office and Retail Segments in the Professional segment. Fagade Lighting and Solar Lighting are big growth areas for the company.

Over the years, Surya is recognised as a trusted and experienced brand in both B2C and B2B categories. The company has state-of-the-art manufacturing facilities at Kashipur (Uttarakhand) and Malanpur near Gwalior (Madhya Pradesh). It also has an advanced R&D Centre and NABL certified lab which is known as Surya Technology & Innovation Centre (STIC) at Noida. Some of the key achievements for Lighting & Consumer Durables in 2024-25:

• Professional Lighting business grew in double digits.

• Fans, Appliances grew in mid-20s

• Smaller business like export & OEM registered excellent growth.

• Consumer lighting business delivered a good performance with strong volume growth in most sub categories. There had been significant price erosion, however the business delivered flat growth and at the same time protecting its margins.

• In consumer durable business most sub- categories like iron, cattle, mixer, water heater, celling fans, table pedestal wall fans and exact fans delivered double digit growth.

• Continued engagement activities with key retailers, electricians across the country in both B2C business.

• Created product display of our water heaters, celling and wall fans at close to 2000 retail outlets across the country.

• In spite external factors like price erosion, commodity and dollar fluctuations, antidumping duty the business was able to deliver EBITDA of 9.72 % on standalone basis with multiple actions on both cost and mix front.

The company won many projects during the year; Street lighting at many ULBs at Orissa, Chennai metro, Tunnel lighting projects, Navi Mumbai Metro fagade lighting, Many NH lighting projects, lighting of projects undertaken under Amrit bharat railway station development programme and many more.

PLI Scheme

The Indian Governments Production-Linked Incentive (PLI) scheme for white goods is a significant step towards enhancing the global competitiveness of Indian air conditioner and LED lighting manufacturers.

The scheme provides incentives to manufacturers who meet certain production targets.

The objective of the scheme is to encourage companies to increase their production capacity and invest in research and development to design new and innovative products. This, in turn, is expected to boost local manufacturing and sourcing of components and create employment opportunities in India.

The companys capex under the PLI scheme is ongoing as per schedule and as incremental criteria had been fulfilled, PLI scheme claim for both 1st and 2nd year period has been received. The company remains committed to further bring down the cost, which will enable the company to offer high quality products.

Our investment towards PLI scheme has not only bolstered our competitive position, but also facilitated a successful integration of our operations, resulting in enhanced operating performance.

FUTURE PROSPECTS STEEL PIPES & STRIPS

The global market for steel pipes and tubes, valued at USD 171.8 billion in 2023, and at USD 182.62 billion in 2024 projected to reach USD 297.73 billion by 2032, expanding at a CAGR of 6.3% during the forecast period (2025-32). This growth is driven by rising energy demand, boosting petroleum exploration, drilling, and petrochemical plant projects. Moreover, expanding pipelines infrastructure projects, particularly in Europe, are fueling further demand.

Indias economy is projected to grow by 6.4% in 2024- 25, retaining its position as one of the fastest-growing major economies despite global uncertainties. Key drivers include strong domestic demand, increased capital expenditure, and a resilient services sector, contributing 55.3% to Gross Value Added (GVA). However, manufacturing growth may moderate to 5.3%, down from 9.9% last year, due to weaker global demand and reduced corporate investments.

The Indian steel pipes and tubes market, valued at USD 32.88 billion in 2023, is projected to grow at a CAGR of 6.43% from 2024 to 2030, reaching USD 37.69 billion by 2030. This expansion is driven by the rising demand for oil and gas, the growing transportation sector, and a resurgence in construction activities. The oil and gas sector remains the largest contributor, with steel pipes playing a vital role in transporting gas and liquids across various applications.

India has become the worlds 2nd largest Steel producer. Steel Pipe Industry continues to have a strong demand in traditional sectors such as construction, housing, transportation, agriculture, boring, firefighting, Infrastructure, Oil & Gas sector and river interlinking etc. Various steps have been taken by the Government of India to boost steel production, consumption and exports.

India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading Oil and Gas companies in the world and particularly those in Middle East, North America, Europe and Canada.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes in India. Surya continuously assess the requirement of its customers and develop the products accordingly. Surya has good presence in Fire Fighting, Agriculture, Section and API pipes required for infrastructure, household plumbing uses and Oil & Gas sector.

With state-of-the-art manufacturing facilities across Haryana, Gujarat, Madhya Pradesh, and Andhra Pradesh, the company is well-positioned to scale production capacity and capitalise on emerging growth opportunities.

The rising demand for structural pipes from infrastructure, construction, and industrial sectors continues to drive higher sales in section pipes. In response to this increasing demand, the company expanding its section pipe capacity through Direct Forming Technology (DFT) to improve efficiency and meet varied customer requirements.

The segment strengthening its export strategy for section pipes, with a target of achieving 20-30% of total exports from this segment in the near future. The companys new spiral plant in Gwalior commenced in February, 2025 and expand its cold rolling operations at Bahadurgarh is as per schedule and to begin operations in H2FY26 respectively.

At our Hindupur facility, we are making strategic investments, by increasing capex amount to 100-125 crore from 75 crore initially, to expand production capacity by 2,00,000 tons per annum to manufacture large-diameter pipes (8 to 20 inches) and neoprene-coated pipes, catering to oil & gas and water infrastructure projects and to set-up a DFT facility mill over there.

At our Anjar facility also we have made an investment of 75 crore for manufacturing of large-dia pipe and DFT pipe which adds 60,000 tons of annual capacity and support export growth in key regions, including the Middle East, Saudi Arabia, Europe, and Canada. With a total capex plan of 500 crore over the next two years, the Company plans to increase its capacity from 13.4 lakhs tons to 19 lakhs tons, reinforcing its leadership position in the market. These investments will drive long-term growth, operational efficiency, and profitability, ensuring we remain a leading player in the steel pipes industry.

The Company continue to maintain positive export momentum of its value-added products, particularly API pipes, to various regions including Middle East, Europe, and Australia, despite facing geopolitical challenges. The Company intends to increase its market share in GP pipes by participating in the Governments Jal Jivan Mission. Furthermore, the Company anticipates that there will be a demand for higher thickness and higher gauge material in India which in turn, will lead to a peak in demand for the DFT-based pipes in the coming period. In addition, the Company plans to cater to the inch-to-inch pipes market in Canada and the US, resulting in incremental exports for the Company.

Government Initiatives

The large-scale government initiatives, including PMAY, AMRUT, the Smart Cities Mission, alongside national projects like the National Infrastructure Pipeline and Sagarmala, significantly boosting demand for steel, particularly in the housing, infrastructure, and water management. The Union Budget for 2025-26 provide emphasis on infrastructure development, with plans to develop 50 new destinations, fostering regional growth and employment. Additionally, the extension of the Jal Jeevan Mission will provide potable water to 100 crore additional households, further boosting demand for steel pipes in water supply infrastructure. The Central Government Aatma Nirbhar Bharat Abhiyaan provides ample emphasis to rural India, agriculture, manufacturing and exports. The growth in rural India is expected to be higher than urban in future. As companys major sale comes from rural, semi urban & from exports and therefore, going forward the segments of the company shall bring healthy growth. “Har Ghar Jal" - Piped water for all Surya remains optimistic on high attention from the policy makers on future availability of drinking water and expansion of the piped drinking water for all. By an estimate, India is home to 18% Global Human Population with approximately 4% of Global Fresh Water resources. The lack of access to potable water is a serious health risk for millions of people, especially in rural areas. The Governments efforts to provide piped water to every household under the Jal Jeevan Mission is a positive step in this direction. Nonetheless, it is of critical importance to prioritise the sustainability of the water supply and avoid further burdening the already over-utilised water resources. Approximately 15.59 crore (80.53%) rural households have tap water supply and rest 19.47% of households are targeted to have FHTC by the year 2028 which is approx. 3.77 crore households. With the total estimated requirement of GI pipes envisaged under Jal Jeevan Mission scheme stands at approx. 15,00,000 M.T. for supplies till 2024, Surya, leading manufacturer of GI Pipes with capacity of 3.30 lakh M.T. will be immensely benefited due to its Pan India presence with the state of art plants which provide benefits with savings in logistic cost.

Surya Roshni is well-positioned to leverage the opportunities within the water segment. Its existing capacities for GI pipes and a robust presence in the rural regions of India are set to enable the Company chart a strong growth trajectory.

BRAND VISIBILITY

Looking to the brand image of "Prakash Surya", the demand & supply scenario in Indian markets, the Company manufactures a diverse range of steel pipe products for various rapidly growing sectors, such as construction, infrastructure, oil & gas, water, and agriculture. The state-of-the-art manufacturing facilities, located in Haryana, Gujarat, Madhya Pradesh, and Andhra Pradesh, enable it to meet the increased demand and explore new opportunities. Marketed under the Prakash Surya brand, these products are exported to more than 50 countries, with a significant share going to the Gulf Cooperation Council (GCC) nations. With a strong B2C presence, the segment focusses on value-added products and has a well-established dealer and distributor network, particularly strong in Tier II and rural India. With a focus on executing capex projects and leveraging favourable trade conditions, we remain well-positioned to drive growth and value creation in the Steel Pipe business and remain optimistic for coming quarters, driven by a robust order pipeline. The Companys commitment to technology and value enhancement, further strengthening its brand presence.

LIGHTING & CONSUMER DURABLES

In Consumer Lighting, the Company will continue its growth momentum, and is focused on further improving its distribution and reach, across Urban, Semi-Urban and Rural India. There will be several New Product Launches, across LED Lamps, Battens, Downlighters, including Smart Lighting products and many decorative lighting products.

Consolidation among industry is in progress in LED category but price erosion may keep top line under pressure. The new aged lighting and consumer durables has seen a healthy demand over years. The company has successfully introduced a diverse range of new products, demonstrating its commitment to innovation and market expansion. This strategic move places the company in a favourable and advantageous position to capitalise on these emerging trends and solidify its position in the market.

In Professional Lighting, the Company is further strengthening its Key Account Management, Projects and Design teams to drive a focused approach to its customers, and improve its project execution capabilities. There will be several New Product Launches, across segments, including sub segments where our market share is smaller. With private and government infrastructure expansion plans, this segment and this trend is expected to continue in FY26.

In Consumer Durables, we will continue to launch new products in all sub-segments. Aspiration Indian consumers are looking for good looking and energy efficient products. All our new launches will focus on these attributes. On the market front, we will focus on different GTMs, expanding traditional retail across the country by adding at least 10,000 new point of sale, focus on crockery and hardware stores in selected geographies and launch Ecommerce channel as well. We will use display at POS to build product visibility and use social media for increasing brand awareness. The company is also expanding its service network and focusing on service standards which are comparable to the best in the market in our categories.

We will also launch a major category Wires and Cables in early Q2 of FY26. The capex plans are already under execution and is on planned timelines. We are starting with Housing Wires categories focusing in the consumer part of the market. This is a 10,000 crores fast growing market and we will leverage our strong electrical distribution of our B2C channel managing Consumer Lighting.

With a very strong and trusted brand, consumer centricity and innovation at the core, strong focus on quality, extremely strong distribution, a wide product range across Lighting and Consumer Durables, aggressive and focused plans for the year, a capable and experienced Senior Management Team, disciplined Working Capital Management and supportive Government initiatives like Aatmanirbhar Bharat and the PLI scheme, Surya is well placed for a great FY 2025-26. We are continuously training our personnel to boost productivity, increase quality in our operations team, and create a high-efficiency ecosystem backed by our backward integration and in-house research and development.

BRAND VISIBILITY

Surya reaches out to more than 300,000 retailers across the country. The company has strategically allocated additional resources towards advertising and marketing initiatives in order to bolster its market share and strengthen its brand visibility. Our current focus is on building awareness through social media interventions and building preference through multiple activation initiatives at point of sales.

RESEARCH AND DEVELOPMENT CENTRE In the ever-evolving world of lighting technology, Surya Roshni has established itself as a leader, setting new benchmarks in performance, efficiency, and smart innovation. The companys rise to prominence is fuelled by a strong commitment to research and development, with the Surya Technology and Innovation Centre (STIC) playing a transformative role in the companys growth.

STIC serves as the backbone of Surya Roshnis innovation strategy, where experts in mechanical, optical, and electronic engineering work together to develop next-generation lighting solutions.

The companys ability to blend cutting-edge technolo- gy with aesthetic appeal ensures that every luminaire is not only efficient but also tailored to modern lighting requirements. The products designed and developed by STIC cater to both commercial and professional lighting segments, offering a wide range of indoor and outdoor solutions. The company has developed lumi- naires with programmable drivers, smart controls for the luminaires and several other innovative features in electronics, optical and mechanical designs. We are continuously working on developing products for both commercial and professional lighting segments to stay aligned with market trends.

Quality remains paramount at every stage of production. The company enforces rigorous mechanical, electrical, and safety testing protocols before products reach the market. STIC houses NABL-accredited photometric and electrical testing laboratories, outfitted with cutting-edge instruments for evaluating light distribution, illuminance, luminous flux, colour temperature, and colour rendering index. Additionally, the facility conducts advanced reliability tests, including surge immunity, high-voltage insulation, leakage current analysis, switching cycle endurance, thermal performance, humidity resistance, and ingress and impact protection assessments. Surya Roshnis dedication to technological progress has earned STIC official recognition as an R&D Centre by the Department of Scientific & Industrial Research, Ministry of Science & Technology. This accreditation highlights the companys ongoing contributions to innovation in energy-efficient lighting.

By focusing on sustainability, performance, and smart integration, Surya Roshni is shaping the future of the lighting industry. With a vision of enhancing energy efficiency and driving eco-friendly advancements, the company continues to brighten spaces and lives with its intelligent and reliable lighting solutions.

OUTLOOK

During the year, the Company become larger and stronger with its continuous cost reduction, overhead rationalisation, value added products and creating demand for different applications of its products. With strong emphasis of Government on Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and PLI Scheme for LED Lighting Products / Components, higher demand from agriculture, manufacturing, exports and from rural India is expected in future. As companys major sale comes from rural, semi urban & exports and therefore, going forward, both the segments of the company shall be performing well. With both short term and long term strategies in place, the Company aligned its resources to the needs of the industry and customers to achieve its future goals.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(l) of the Companies Act, 2013 (hereinafter referred as "the Act" in this report), no material changes or commitment affecting the financial position that have been occurred between the end of the financial year of the Company to which the financial statements relate to the date of this report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

4. GENERAL RESERVES

The Company has transferred an amount of 35 crore out of profit for the year to General Reserve.

5. DIVIDEND

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred as "Listing Regulations" in this report), the Company has Dividend Distribution Policy which is available on the Companys website at the following link:

https://crm.surya.co.in/assets/PDF/Investor/Amended%20Dividend%20Distribution%20 Policy-14.05.2025 20250523160814355.pdf

The Board considering the Companys performance and financial position for the year under review, recommended a final dividend pay-out of 3.00 per equity share for the year ended 2024-25 subject to approval from the shareholders at the ensuing AGM and shall be subject to deduction of Income Tax at Source (TDS). The outflow on account of final equity dividend will be 65.29 crore. This takes the total dividend pay-out for the current financial year to 92.49 crore (including Interim Dividend of 2.50/- (50%) paid in December, 2024 on Pre-Bonus Capital).

6. BOARD MEETINGS:

Under the Law, the Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between any two meetings to consider amongst other business, the quarterly performance of the Company and financial results. The Board meetings of the Company are held during the financial year 2024-25 in compliance to the provisions of the Act and Listing Regulations.

During the last financial year, the Board met four times, on 14th May, 2024; 9th August, 2024; 14th November, 2024 and 6th February, 2025.

For further details, please refer to the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Re-appointment of Director to Retire by Rotation:

As per Article 77(ii) of the Articles of Association of the Company, Mr. Vinay Surya (DIN - 00515803) retire by rotation and, being eligible, offer himself for reappointment.

Appointment

• Independent Director for 1st Term of 5 years

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) has appointed Mr. Ravinder Kumar Jaggi (DIN 10755055 as an Independent Director of the Company w.e.f. 4th September, 2024 for a period of 5 consecutive years i.e 4th September, 2024 to 3rd September, 2029, which was subsequently approved by the shareholders through Postal Ballot on 22nd October, 2024 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Whole-time Director for 5 years

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) and Audit Committee Meeting (ACM) at its meetings held on 6th February, 2025 has appointed Mrs. Puja Surya (having DIN -00515718) as a Whole-time Director for five years w.e.f 6th February, 2025,which was subsequently approved by the shareholders through Postal Ballot on 21st March, 2025 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act, 2013, following officials as named below are Key

Managerial Personnel of the company during the year under review.

Name of the Official(s)	Key Managerial Personnel (KMPs)
Mr. Raju Bista	Managing Director
Mr. Vinay Surya	Managing Director
Mr. Bharat Bhushan Singal	CFO & Company Secretary
Mr. Jitendra J Agrawal	C.E.O - Lighting & Consumer Durables

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

All the Independent Directors of the Company have been registered in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA However, Mr. Ravinder Kumar Jaggi, Independent Director appointed on 4th September, 2024 have to undergo proficiency self-assessment test within the prescribed time frame.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise required for their role and independent of the management. For further details, please refer corporate governance report.

9. COMPOSITION OF AUDIT & OTHER COMMITTEES

The Audit Committee comprises of three Directors. The names along with categories of the members at the meeting was as follows:

Names of the Members	Director Identification No.	Category
Mr. Sunil Sikka #	08063385	Chairman : Independent - Director
Mr. Tekan Ghanshyam KeswaniA	09773189	Member : Independent - Director
Mr. Vinay Surya	00515803	Member : Managing Director
Mr. TaraShankar Bhattacharya*	00157305	Ex-Chairman : Independent - Director
Mr. Surendra Singh Khurana*	02126149	Ex-Member : Independent - Director

# Appointed as the Chairman of the Committee by the members at its meeting held on 14th November, 2024 a Inducted as a member on re-constitution of committee by the Board of Directors on 31st August, 2024

* Ceased to be the directors of the Company w.e.f. 5th September, 2024 on completion of their tenure as an independent director.

All members of audit committee are financially literate and have accounting and related financial management expertise. Detailed information pertaining to the Audit Committee has been provided in the Corporate Governance Report. Nomination and Remuneration Committee The composition of the Committee is as follows:

Name	DIN	Position	Category
Ms. Suruchi Aggarwal #	09501245	Chairperson	Non-Executive, Independent
Mr. Tekan Ghanshyam KeswaniA	09773189	Member	Non-Executive, Independent
Mrs. Urmil Agarwal	00053809	Member	Non-Executive, Non-Independent
Mr. Surendra Singh Khurana *	02126149	Ex-Chairman	Non-Executive, Independent

# Appointed as the Chairperson of the Committee by the members at its meeting held on 29th March, 2025 a Inducted as a member on re-constitution of committee by the Board of Directors on 31st August, 2024

* Ceased to be the director of the Company w.e.f. 5th September, 2024 on completion of their tenure as an independent director. Detailed information pertaining to the Nomination and Remuneration Committee has been provided in the Corporate Governance Report.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Act and Regulation 19 read with Part D Clause A of Schedule II of Listing Regulations.

The policy inter alia provides for the following:

a. attract, recruit and retain good and exceptional talent;

b. list down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;

c. ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;

d. ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective, excellence in their performance;

e. fulfil the Companys objectives and goals, including in relation to good corporate governance, transparency and sustained long term value creation for its stakeholders.

The said policy is available on the website of the Company and can be accessed at the following link:

https://crm.surya.co.in/assets/PDF/lnvestor/NRC-Revised-Policy 19.05.2022 20250419173547039.pdf

Stakeholders Relationship Committee Composition / Name of Members and Chairperson

The Committee headed by Mr. Sunil Sikka (Non-executive - Independent Director) has the mandate to review and redress stakeholder grievances. The Composition of the committee is as follows:

Name	DIN	Position	Category
Mr. Sunil Sikka	08063385	Chairman	Non-Executive, Independent
Mr. Raju Bista	01299297	Member	Managing Director
Ms. Suruchi AggarwalA	09501245	Member	Non-Executive, Independent
Mr. Surendra Singh Khurana*	02126149	Ex-Member	Non-Executive, Independent

a Inducted as a member on re-constitution of committee by the Board of Directors on 31st August, 2024

* Ceased to be the director of the Company w.e.f. 5th September, 2024 on completion of their tenure as an independent director. Detailed information pertaining to the Stakeholders Relationship Committee has been provided in the Corporate Gover- nance Report.

Risk Management Committee

The Committee is, inter-alia, responsible to formulate the detailed risk management policy by identifying the internal and external risks faced by the company including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risk, measures for risk mitigation, business continuity plan. The committee regularly review the methodology, processes and systems to monitor and evaluate risks associated with the business of the Company and proper implementation of the risk management policy. The committee kept updated the board of directors about the nature and content of its discussions, recommendations and actions to be taken.

Composition / Name of members and chairperson

The Committee headed by Mr. Sunil Sikka (Non-executive - Independent Director) discharged the role and responsibilities as specified in Part C of Schedule II of the Listing Regulations as amended from time to time.

The Composition of the committee is as follows:

Name	DIN	Position	Category
Mr. Sunil Sikka	08063385	Chairman	Non-Executive, Independent
Mr. Vinay Surya	00515803	Member	Managing Director
Mr. Kaustubh N Karmarkar	00288642	Member	Whole-time Director

Detailed information pertaining to the Risk Management Committee has been provided in the Corporate Governance Report.

10. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Act read with regulation 4(2)(d)(iv) of Listing Regulations, the Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy (Vigil mechanism) wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct, actual or suspected fraud or violation of the companys code of conduct or ethics policy to the nodal officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Company will oversee the mechanism through the Audit Committee and no personnel have been denied access to the Audit Committee. The Whistle Blower policy of the Company has been posted on the website of the company at the following link: https://crm.surya.co.in/assets/PDF/lnvestor/162928 whistle-blower-policy 20250419112203361 .pdf

11. DIRECTORS RESPONSIBILITY STATEMENT - IN

PURSUANCE OF SECTION 134(5) OF THE COMPANIES ACT, 2013 :

The Board of Directors of the Company confirm that:

a) in the preparation of the annual accounts for the financial year ending 31st March, 2025, the appli- cable accounting standards had been followed along with proper explanations relating to materi- al departures;

b) the Directors had selected such accounting pol- icies 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 ending 31st March, 2025 and of the profit of the Company for that period;

c) the Directors had 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 and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a "going concern" basis;

e) 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;

f) the directors had devised proper systems to en- sure compliance with the provisions of all appli- cable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors under section 143(12) of the Act:

During the year under review, no instances of any frauds were reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Act.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, Company has a sole non-listed Indian Wholly-Owned Subsidiary namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED (CIN - U31200DL2019PLC344720) having an authorised capital of Rupees Five Crore and paid-up capital of Rupees Three Crore eighty five lakh as a Special Purpose Vehicle (SPV).

A statement providing details of performance and salient features of the financial statements of the Subsidiary company as per Section 129(3) of the Act, is provided in AOC-1 as Annexure I to this Report. Further during the year under review, no company have become / ceased to be our Subsidiary / Joint Venture/ Associate Company.

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110- Consolidated Financial Statement, the consolidated audited financial statement forms part of the Annual Report.

13. ANNUAL RETURN:

As per the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a copy of Annual Return (2024-25) has been placed on the website of the company and can be accessed at following link: https://www.surya. co.in/investor-relations/investor-information/

14. AUDITORS AND AUDIT REPORT STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act, the members at the Annual General Meeting ("AGM") of the Company held on 21st September 2022 had re- appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No. - 002777N) as Statutory Auditors of the Company for the second term to hold office for five years from the conclusion of 49th AGM till the conclusion of 54th AGM.

The Statutory Audit Report for the year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors. APPOINTMENT OF OTHER AUDITORS COST AUDITOR

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act read with Companies (Audit & Auditors) Rules, 2014. Pursuant to Section 148 of the Act, the Board has appointed M/s R. J. Goel & Company (a Cost Auditor firm) as Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2024-25. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. The Cost Audit Report of the Company for the Financial Year ended 31st March, 2025 will be filed with the MCA.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the AGM. The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ended 31st March, 2026.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s PI & Associates (PR No. 1498/2021), a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report(s) is self- explanatory and does not contain any qualification, reservation or adverse remark.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to the provisions of section 134 of the Act, read with the Companies (Accounts) Rules, 2014 are annexed hereto and marked as Annexure - III and form part of this report.

16. DETAILS RELATING TO DEPOSITS

The Company has not accepted deposits under Chapter V of the Act. At the close of the year no amount is lying unpaid / unclaimed of any depositor for payment with the company.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant and material orders passed by the regulators or courts or Tribunals, which may impact the going concern status of the Company and its operations in future.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

SURYA, Internal financial controls with reference to the financial statements are adequate and operate effectively and ensures orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Company is having an independent Internal Audit Department assisted by external professionals for assessing and improving the effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As per the provisions of section 186(4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 6 and 47 to the Standalone Financial Statement).

20. RISK MANAGEMENT POLICY:

In line with the provisions of Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Risk Management Policy (referred to as RMP Policy) has already been formulated by the Risk Management Committee. The Policy aimed to develop an approach to make an assessment and management of the risks in financial, operational and project based areas in a timely manner. The main objectives of the Risk

Management Policy are:

• To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed.;

• To protect brand value through strategic control and operational policies;

• To establish a framework for the Companys risk management process and to ensure company- wide implementation;

• To ensure systematic and uniform assessment of risks related with different functions of the Company;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

Detailed information pertaining to the same has been provided in the Management Discussion and Analysis (MDA) to the Report and therefore not repeated, to avoid duplication.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

To attain Companys Corporate Social Responsibility objectives, Board has constituted Corporate Social Responsibility Committee (referred to as "CSR Committee") as per the provisions of Section 135 of the Act.

Composition / Category / Name of Members and Chairperson

The Corporate Social Committee comprises of four Directors. The names along with categories of the members at the meeting was as follows:

S. No.	Name	Category	Designation
1	Ms. Suruchi Aggarwal	Chairperson	Independent Director
2	Mr. Jai Prakash Agarwal	Member	Executive Chairman
3	Mr. Raju Bista	Member	Managing Director
4	Mr. Kaustubh Narsinh Karmarkar	Member	Whole-time Director

During the last financial year two CSR Committee meetings were held on 14th May, 2024 and 18th March 2025.

To attain the objectives of Corporate Social Responsibility in a professional and integrated manner CSR Committee framed the Corporate Social Responsibility Policy of the Company in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

"Surya Roshni Limited CSR Policy" framed as per the provisions of Section 135 and Schedule VII of the Act, describes and contains the Companys philosophy for delivering its responsibility as a corporate citizen and lays down the guidelines, process and mechanisms for undertaking socially useful programmes for welfare and sustainable development of the community at large. The key objective is to eradicating hunger, poverty and malnutrition; Promoting health care; making available safe drinking water & Sanitation; Promoting education; enhancing vocational skills & livelihood enhancement projects; Women empowerment; Promoting of home and hostels for women and orphans; Reducing inequality faced by socially and economically backward groups; Animal welfare /animal care; Promoting Art & Culture; Contribution to Prime Minister Relief Fund; Rural development projects; and addressing environmental issues.

The detailed Corporate Social Responsibility Policy of the Company is available on the website of the Company at the following link: https://crm.surya.co.in/assets/PDF/Investor/Revised-CSR-Poli cv 27.04.2023- 20250419172650182.pdf

The Company discharged its responsibilities mainly through Surya Foundation, a public trust, (a registered entity under Ministry of Corporate Affairs (MCA) vide Registration Number CSR00002663 for undertaking the CSR activities) established in 1992 with established track record of more than 30 years, to undertake CSR related activities.

The CSR projects or programs or activities undertaken by the Company as per the Companys CSR Policy in India only, which includes Rural Development Programme, Promoting Health Care including Preventive Health Care and any other project covered under Schedule VII of the Act. The CSR activities like personality development camp, plantation at villages, multi-layer farming training program, Go-utpad training camp, sports tournament, veterinary camp, agriculture camp, blood donation camp, eye camp, hasthshilp training program, tailoring and embroidery etc. or any other activities covered under Schedule VII of the Act shall be carried on under ‘Rural Development Programme (Adarsh Gram Yojana Project) and also undertake projects on Naturopathy, Health Camps under ‘Promoting Health Care including Preventive Health Care and any other projects covered under Schedule VII of the Act. The Company prefer to take up projects for spending the amount earmarked for CSR at local areas and regions where the Company operates and on pan India basis.

During the year under review, Company spent 7.96 crore on corporate social activities being not less than two percent of the average net profits of the Company(s) made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Act. No amount was left unspent during the year under review on CSR activities.

Annual Report on Corporate Social Responsibility Activities of the Company for the financial year 2024- 25 is annexed as Annexure IV to the Boards Report.

All expenses and contributions for CSR activities are made after approval from the Chairman of the CSR Committee, which are placed before the CSR committee. The Chairperson ensures that the expenses/contribution made are in compliance with the CSR Policy.

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended 31st March, 2025, all the contracts or arrangements or transactions that were entered into with related party as defined under the Act, and Regulation 23 of Listing Regulations, were on an arms length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing Regulations, prior approval of the Audit Committee was sought for entering into related party transactions.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. Thus, disclosure in form AOC-2 is not required.

As per the requirements of section 188 of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of Listing Regulations, revised policy on Related Party Transactions and also on dealing with Related Party Transaction has been framed, to ensure the proper approval and reporting of transactions between the Company and its Related Parties.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the following link: https://crm.surya.co.in/assets/PDF/Investor/Amended-
RPT-Policy 06.02.2025 20250419171549637.pdf

Your Directors draw attention of the members to Note No. 50 to the Standalone financial statement which sets out disclosures on related parties and transactions entered into with them during the Financial Year under review.

23. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII and VIII of Schedule IV of the Act and in compliance with Listing Regulations and other applicable regulations referred to as "Listing Regulations", Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for performance evaluation of Independent Directors, Board, Committees and other Individual Directors.

As per the provisions of section 178(2) of the Act and Clause VII & VIII of Schedule IV of the Act read with Listing Regulations, Nomination and Remuneration committee carried out annual performance evaluation of Directors according to their roles and duties on the Board of the Company and in particular considered the following aspects -

a. The skills, relevant experience, expertise and personal qualities that will best complement the position;

b. Potential conflicts of interest and independence;

c. Detailed background information and performance track record;

d. the ability to exercise sound business judgment;

e. availability to attend Board and Committee meetings; and

f. appropriate experience and/or professional qualifications.

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors including Independent Directors. The process provides that the performance evaluation shall be carried out on annual basis.

The performance and effectiveness of the Board can be measured by the following four dimensions as enumerated below:

1. Quality of the monitoring and risk-management role

2. Quality of strategic and other business related advice

3. Board Dynamics and Board members pro-active participation

4. Board Composition and diversity.

The relevant matrix in respect to each dimensions are represented below:

A separate exercise was carried out to evaluate the performance of individual director including the Chairman and Non- Independent Directors and evaluate the Boards Performance, Board Committees performance by the Nomination and Remuneration Committee (NRC) and submit its recommendation for review at the Independent Directors meeting and performance of the individual independent directors by the Nomination and Remuneration Committee and submit its recommendation for review to the Board.

On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non-Independent Directors including the Chairman of the Company and the Board as a whole (including its Committees), Independent Directors at its meeting reviewed the -

• Evaluation of the Performance of the Non - Independent Directors and the Board as a Whole.

• Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Committee of Directors.

• Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation as carried out by the Nomination and Remuneration Committee and Independent Directors at their respective meetings were based on feed-back form received from Directors. Feed-back form carried a structured questionnaire prepared after taking into consideration various aspects of the Boards functioning and submit their report accordingly.

Based on the recommendations of the Nomination and Remuneration Committee, the Independent directors at their respective meetings held on 29th March, 2025 reviewed and evaluated the performance of Non- Independent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment. Pursuant to the provisions Section 134(3)(p) and Clause VIII of Schedule IV of the Companies Act, 2013 other applicable provisions of the Act and in compliance with the provisions of Regulation 17(10), 19 and 25(4) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5th January, 2017 on Guidance Note on Board evaluation (as amended), formal annual evaluation has been made by the Board after reviewing each and every parameter of Performance evaluation of Board as a whole, its Committees and that of every individual director (including Independent Directors) in detail and after taking into consideration the report submitted by the NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors and that of individual directors including its Chairperson, Managing Directors, Independent Directors and Non-independent directors accordingly. Directors expressed deep satisfaction with the entire performance evaluation process.

24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down in regulations 17 to 27, 46 and para C, D, E and F of Schedule V of Listing Regulations. A report on Corporate Governance is provided in Annexure -V and form part of this Report.

The Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Listing Regulations read with Schedules, is attached to that report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed and marked as Annexure - VI

26. BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industrial experience, age, ethnicity, gender which will help us to retain our competitive advantage. The Board as recommended by Nomination and Remuneration Committee has adopted the Board Diversity Policy which set out the approach to diversity of the Board of Directors.

27. GENERAL

i. EMPLOYEE STOCK OPTION SCHEMES

The Shareholders of the Company approved the SRL Employee Stock Option Scheme - 2018 for 8,00,000 ESOPs vide their Special Resolution dated September 28, 2018 and Surya Roshni Limited - Employee Stock Option Scheme - 2021 for 8,00,000 ESOPs vide their Special Resolution dated June 19, 2021

Disclosure with respect to Stock Options, as required under sub-rule 9 of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and under the specified Regulations of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the Regulations) as amended by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available in the Notes to the Financial Statements and can also be accessed on the Companys website www. surya.co.in During the year, there has not been any change in the Companys Employee Stock Option Scheme. The scheme is in compliance with the Regulations.

Your Companys Secretarial Auditors PI Associates, certified the Employee Stock Option Schemes of the Company have been implemented in accordance with the Regulations and the resolutions passed by the Members in this regard.

ii. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

Your Directors state that during the year under review, there was no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

iii. As per the Listing Regulations, the compliance certificate from Managing Directors and Chief Financial Officer is given and marked as as Annexure - VII to this report.

iv. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year. - Nil

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 - Nil

v. During the year under review, the company has allotted 10,88,17,948 Bonus Equity Share of the face value of 5/- each fully paid-up (ISIN - INE335A01020) on 2nd January, 2025 and w.e.f. 3rd January, 2025, the Bonus shares of the Company in ISIN - INE335A01020 are effectively traded at the Stock exchanges (BSE and NSE) where the shares of the company are listed.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as per Annexure VIII.

29. ACKNOWLEDGEMENTS

The Board places on record their appreciation for the continued support from Financial Institutions, Bankers, Central and State Government Bodies, Legal Advisers, Consultants, Dealers, Retailers, other Business Constituents and Investors.

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of the Board of Directors
	J P AGARWAL
Place: New Delhi	Chairman
Dated: 14th May, 2025	DIN- 00041119