surya roshni Directors report

To the Members,

The Board of Directors hereby submits the Fiftieth (50th) report of the business and operations of the Company along with the audited financial statements, for the financial year ended 31st and its wholly owned subsidiary has been referred to wherever required.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

	Standalone		Consolidated
	For the year ended 31st March,		For the year ended 31st March,
Particulars	2023	2022	2023	2022
Revenue from Operations	7,995.95	7,730.07	7,996.71	7,730.82
Other Income	5.22	5.72	5.35	5.80
Total Revenue	8,001.17	7,735.79	8,002.06	7,736.62
EBITDA	619.18	448.20	619.51	448.68
Finance costs	44.84	63.63	44.85	63.65
Cash Profit	574.34	384.57	574.66	385.03
Depreciation and amortisation expenses	115.41	108.38	115.41	108.38
Net Profit Before Tax (PBT)	458.93	276.19	459.25	276.65
Tax Expenses	123.65	71.62	123.73	71.73
NetProfit After	335.28	204.57	335.52	204.92
Other Comprehensive Income	(0.43)	0.42	(0.43)	0.42
Total Comprehensive Income	334.85	204.99	335.09	205.34
EPS (Basic in Rs.)	62.74	38.33	62.78	38.40
EPS (Diluted in Rs.)	61.62	37.60	61.67	37.66

Standalone Financial Highlights:

During the year under review, the revenue from operations of the Company is Rs. 7,995.95 crore as compared to Rs. 7,730.07 crore last year registered an increase of 3.44%, EBITDA was Rs. 619.18 crore as compared to Rs. 448.20 crore last year registered an increase of 38.15%, Profit before tax stands at Rs. 458.93 crore as compared to Rs. 276.19 crore last year, registered an increase of 66.17% and Profit after tax stand at Rs. 335.28 crore as compared to Rs. 204.57 crore last year, increased by 63.89%.

The said remarkable sustained performances are based on the improvement in the operational performance supported by higher contribution of value added products in Steel Pipes and Strips and business, thereby leading to better profitability accruals and resultant improvement in debt metrics and liquidity position.

With consistent reduction in debt levels including prepayments culminating into reduced finance cost, deeper market penetration in rural and semi-urban markets with diversified product profile, nationwide 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

Rs. 7,996.71 crore as compared to Rs. 7,730.82 crore last year registered an increase of 3.44% EBITDA was

Rs. 619.51 crore as compared to Rs. 448.68 crore last year registered an increase of 38.07%, Profit before tax stands at Rs. 459.25 crore as compared to Rs. 276.65 crore last year, increased by 66.00% and Profit after tax stands at Rs. 335.52 crore as compared to Rs. 204.92 crore last year registered an increase of 63.73%.

The Companys continuous focus on working capital optimisation of working capital cycle stands to 64 days in FY 2022-23 and RoCE has improved by 670 basis points to 22.9% for FY

2022-23 from 16.2% in FY 2021-22, while RoE has improved by 560 basis points to 19.7% in FY 2022-23 from 14.1% in FY 2021-22.

DEBT REDUCTION

Through consistent efforts over the past few years, today, the Company have become a Term Debt Free Company, resulted in lowering debt equity ratio to 0.22. The Companys balance sheet has been further strengthened by lowering of the debt equity ratio.

STEEL PIPES & STRIPS

The steel tubes and pipes industry showed resolute strength during the period in India is expected to grow rapidly, driven by high standards set by national and international specifications and widespread application in major industries. Indias steel consumption growth to be healthy at 8% to 10% in FY24 led primarily by infrastructure push; With rising urbanisation, the need for water transportation, various agriculture and irrigation development projects, and the National Jal Jeevan Mission (NJJM) launched by the Ministry of Jal Shakti (MJS) provide ample growth opportunities.

The NJJMs goal is to provide ‘Functional Household Tap Connection (FHTC) to every rural household in India by 2024, leading to a surge in demand for steel tubes and pipes, which are essential in establishing a robust water supply infrastructure across rural India. Therefore, the steel tubes and pipes industry is poised for substantial growth in the years to come, owing to their versatility and widespread use in various sectors.

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 having wide applications benefits, steel pipesof its products in Agriculture, Infrastructure, Oil & Gas and Construction sectors. The Company products are approved by API (American Petroleum Institute) for Oil & Gas sector. During the year, the Company value added products which have better EBITDA per ton have yielded results and Company was able to deliver a remarkable growth in its sales with improved margins. During the year under review, the segment reported robust performance both in the top and bottom line on count of strengthening of product portfolio. The

Revenue of the segment stands at Rs. 6,451.89 crore in FY 2022-23 as compared to Rs. 6,402.06 crores during FY 2021-22 with better product mix, increased share in high value-added products, driven by all divisions of B2C and B2B. The EBITDA during the year increased by 45.29% and stands at Rs. 497.17 crore in

FY 2022-23 as compared to Rs. 342.20 crore registered in FY 2021-22.The EBITDA per tonne has shown further improvement by about 39.76% to Rs. 6,496 in

FY 2022-23 as compared to Rs. 4,648 per metric ton last year. The cash profit 59.66% in FY 2022-23 to Rs. 457.41 crores from Rs. 286.49 crore as registered in FY 2021-22. The PBT for the year further improved by 80.41% to Rs. 368.86 crores as compared to Rs. 204.45 crores in FY 2021-22. Through continuous focus on value added product, cost optimisation, manpower cost, electricity, logistic and other manufacturing cost along with operating efficiencies, top line and bottom line of the segment improved substantially.

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 opportunities. 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.

ANJAR (KUTCH)

As the oil & gas industry continues to evolve, steel has become even more effective and reliable due to advances in technology. In the years to come, steel is likely to become even more pivotal to help the oil sector progress. Steel pipes are specifically designed for use in the oil & gas industry. Due to their extensive play a key role during rangeof the transport of hazardous materials, crude oil, and natural gas. The unit which is established in the year 2010 on 92 Acres are in close proximity to Kandla and Mundra port gives 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 established worlds one of the best 3LPE Coating facility having latest technology from Selmer, Netherland at its unit 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 order book continued to grow, particularly the value added products such as API coated pipes and exports. The Company has a strong order book of around Rs. 850 crores in hand for API, Exports and Actual Users, which provides a good revenue visibility over a short to medium term. The Company is witnessing strong enquiry flow, which should further improve the order book in the coming quarters. With the established 3LPE Coating line in place, the Company will be benefited by higher capacity utilisation of its existing Spiral and ERW API Pipes facilities with increase in the share of high value added pipes and achieve savings in logistic & coating charges. This shall further be leveraging the presence of the Company in the domestic as well as Global 3LPE Coated Steel Pipes for Oil and Gas (including CGD) sector, leading to further improvement in top and bottom line of the Company.

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.

DIRECT FORMING TECHNOLOGY (DFT) AT MALANPUR (M.P.)

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) at Malanpur (M.P.) with an installed capacity of 36,000 MTPA, which commenced commercial production on 14th April, 2022 is performing as per expectations during the year. The new technology(DFT)not only transformation in paves an innovative route of high tech designed methodology to produce ERW Structural Steel Section Pipes and simplify the process by reducing the time

& labour of producing customised hollow section pipes and makes operation setting accurate, easy and efficient but it also enabled to improve our value added offerings of large diameter heavy structural pipes, resulted into creation of a larger and stronger steel pipes business with economies of scale.

The advantages derived through manufacturing from Direct Forming Technology (DFT), are:

1. Heavy structural pipe with higher dia and thickness which was not in the product mix earlier will now be used in a different segment of heavy infra projects like Airports, Railway etc. and also a big potential to export.

2. Speeds up the Hollow Section formation.

3. Just in Time Delivery to the customers even in small lots due to its faster changeover of sizes methodology at substantial reduced time.

4. Process is Autonomous & Computer measured with assured perfect pipe quality, dimensions and corner radius control.

5. High automation level

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.

CONCLUSION

ThewideacceptanceofCompanyssteelpipeproducts 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 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, allocation in ‘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 years, with LED lights replacing incandescent bulbs. LED lights are highly energy-efficient, an increasingly popular choice for both residential and commercial use.

LED lights have become one of the most popular lighting technologies worldwide due to their numerous benefits, and their usage is expected to increase further. Industry reports project that LED lighting penetration will reach 87% by 2023, propelled by rising environmental concerns and favourable government initiatives. During FY 2022-23 the Company registered

Consolidated Revenue from operations of Rs. 1,545.17 crore as compared to Rs. 1,332.93 crores in FY 2021-22 an increase of 15.92%. The EBITDA and Cash Profit had

Rs. 122.34 crore and Rs. 117.25 crore respectively in

FY 2022-23 as compared to Rs. 106.47 and Rs. 98.53 crores achieved in FY 2021-22. The Profit stood registered an increase of 25.21% at Rs. 90.39 crores as compared to Rs. 72.19 crores achieved in FY 2021-22.

The FY 2022-23 witnessed growth across all business divisions of B2C and B2B, both on quarterly and last year basis. The EBITDA margins were steady and navigated inflation in commodities and currency. The Consumer Lighting, Professional Lighting,

Consumer Durable and PVC businesses continued to drive the growth as the Company kept introducing new products while working relentlessly on developing new products from its R&D Centre at Noida.

OVERVIEW, AND ACHIEVEMENTS IN 2022-23 LIGHTING

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 manufacture and sales of

Conventional Lighting (GLS, Tubelights) 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. Facade Lighting and Solar Lighting are big growth areas for the Company. Over the years, the Company has developed a strong brand, and is a major strong player in Consumer Lighting. It is also recognised as one of the most trusted and preferred brands in Lighting.

The Company has state-of-the-art manufacturing facilities at Kashipur (Uttarakhand) and Malanpur (Madhya Pradesh). Besides, it also has an advanced R&D Centre, the Surya Technology & Innovation Centre (STIC) at Noida.

Surya has created value in Lighting by:

Increasing sales volumes, revenues and profits over the years

Diversifying the product portfolio, with strong market leadership in the organised sector

Launching over 250 new SKUs products over the last 3 years High engagement with distributors, dealers and been retailers driving preference over its competitors

Developing a Pan India reach, with very strong semi-urban and rural presence before tax Building a strong brand, well accepted across

India and globally

Working with a satisfied and motivated team, with a large proportion of the team working with the Company for over 11 years

Reducing energy consumption through continuous energy conservation initiatives

Some of the key achievements for Lighting in 2022-23:

Consumer Lighting and durable business growth is 16% during the FY 2022-23

LED Lights achieved almost Rs. 1000 crore with growth of 27%.

Professional lighting withnessed 38% growth, with robust order inflow.

All categories within LED lighting had an excellent growth both in value and volume term.

Fan had a challenging year mostly on account of statutory changes. All other categories showed a decent growth.

Lighting and Consumer Durable division has been able to repay all fund based loan and now the division is interest free.

There has been a continuous decrease in cost related to warranty on account led lighting and is now one of the best in the industry.

Productivity through Automation and Improvement projects increased by 20% + at both its plants at Malanpur and Kashipur

Successfully achieved PLI investments and related revenue turnover during 2022-23. The investment helped in improving our Quality, lower Inventory and Speed to the Market. Our competitive edge both in bulb and batten has improved.

There has been improvement in our Premium portfolio mix.

Greater thrust on advertising and marketing activies to enhance market share and brand Visibility Increased dealer and distributor engagement through various initiatives.

Company has invested in improving its product visibility through packaging, dummies and key product display at more than 20,000 key retailers.

Company also created innovative merchandise for creating brand shout-out from within more than 100,000 small electrical stores

The Company has won number of projects and now is an approved make in most Central, State Government authorities, PSUs, EPCs and many Electrical consultants. The Company has won quite a few high visibility projects like Greater Noida Street Lighting and DVC.

The Company has kept the continuous focus on both cost and quality which reflects improvements in different quality and cost parameters.

Fan & Appliances Sales Manpower were merged as gains ONE Team Consumer Durables with significant due to synergy, improved productivity, wider reach-coverage & setting things up for accelerated future growth. The division is also working for gain entry into new channels viz. E Commerce, Large Format Stores.

Consumer Durables FANS

Surya entered the Fans category in 2014, and was the fastest company. Surya has contemporary designs, and a broad range, from designer fans to the economy range. The wide range includes Ceiling, Pedestal, Wall, Table, Domestic Exhaust, Industrial Exhaust and BLDC fans.

We had a smooth transition in Jan-2023 to BEE regime in Ceiling Fans & ready to take maximum advantage as organised market likely expansion. Fans range now includes Smart Fans in ALL BEE star ratings and have innovative features such as Anti-

Dust, Unique Designs, Energy efficient Delivery fans.

Some of the key achievements for Fans in 2022-23:

Launched 12 new models, across relevant price points

The share of Premium Fans increased

Expanded in to the CPC/CSD segment

Expanded the urban, Rural Authorised Service Centers, in order to drive faster resolution of consumer calls within 24 hours & improve Customer Visit Cost.

APPLIANCES

Surya entered the Appliances category in 2015. The appliances segment had consistent growth during recent years and with addition of new products, Home appliances grew by 25% YOY.

We cater to the needs of Indian consumers across different 6 main product categories of Food Preparation, Kitchen Appliances, Cooktops, Dry Irons, Room & Water Heating Appliances.

Some of the key achievements for Appliances in

2022-23:

The category grew on the back of strong performance from critical sub-segments viz. Induction Cooktops (44%), Kitchen Appliances (31%) & Water Heaters (26%).

The new launches in the Kitchen Appliances and Food Preparation categories include Bliss Mixer Grinders, Aqua Kettles, Indi cook Rice Cookers, Infrared Cooktops.

Water Heater segment growth was driven by new launches in Instant Category & Customer Experience initiatives viz. Installation Support.

PLI Scheme

The Indian Governments Production-Linked Incentive step (PLI) scheme for white goods is a significant 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. Once fully operationalised, andHighAir it is expected to lower the external dependency along with the reduction in cost. The Companys constant effort to bring down replacement costs has worked well. (~ 457 bps from 678 bps), a significant on YoY basis. The Company remains committed to further bring down the cost, which will enable the

Company to offer high quality products

FUTURE PROSPECTS STEEL PIPES & STRIPS

Steel plays a vital role in the development of modern economy and consumption of steel widely taken to be an indicator of economic development. 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. Indian economy, gradually become a preferred location for global manufacturing in medium to long term, shall make the Company more competitive considering its strong brand presence,

Pan India operations and extensive dealer network mainly in rural and semi-urban areas.

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 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 and Europe.

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.

The Company aim to maintain positive export momentum of 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 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.

With increased focus on water and irrigation segments in the Union Budget 2022-23 and the allocation of Rs. 862 billion towards the Ministry of Jal Shakti, Indias water scarcity challenge is finally getting addressed.

The creation of the National Interlinking of Rivers Authority (NIRA) is also a crucial development as it will facilitate the planning, investigation, financing, and implementation of river interlinking projects in the country.

Upto December, 2022 10.76 crore (55.62%) rural households have tap water supply and rest 44% of households are targeted to have FHTC by 2024 which is approx. 7.12 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 3.60 lakh M.T. will be immensely benefited due to its Pan India presence with the state of art plants which provide immense benefits with

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

Companys state of the art Steel pipe manufacturing mills for production of ERW and Spiral pipes (GI, Black, Section) and API pipes with 3 LPE coating yielded results. Further, company from its Hindupur (A.P) unit derives benefits of economies of scale at lower capital cost and increased market share in the premium market of South India, leading to savings in logistic cost and strengthening the overall Steel Pipe business of the Company.

Surya Roshni has consistently promoted its brand through various forms of advertising, under the name ‘Prakash Surya for its steel pipes & strips products. With strong promotional endeavours, the Company has built greater visibility for its products.

LIGHTING & CONSUMER DURABLES

In Consumer Lighting, the Company will continue its high 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 and Downlighters, including Smart Lighting products. The

Company will continue to employ Channel Financing to support primary partners reach and counter share objectives 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. In Consumer Durables, company will focus on gaining market share in both Fans and Appliances. It will expand its range of Fans, across types and price points. It will also launch several New Products in Appliances, including in Water Heaters, Room Heaters, Bliss Mixer Grinders Aqua Kettles, Indi Cook Rice Cookers, Infrared Cooktops and Induction Cooktops.

Surya will be aggressive in Advertising and

Promotions in 2023-24, including both Above the Line and Below the Line advertising. The Company will continue to invest in Automation and upgradation of

Systems to drive higher efficiencies and productivity. The Company is also investing in the PLI scheme for LED 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 2023-24.

BRAND VISIBILITY

Surya reaches out to more than 300,000 retailers across the country. We will continue to invest in below the line marketing activation programs, with higher focus on in-store brand, product and key new product visibility. We will also invest on engagement products both offline and online for a two-way feedback and building our camaraderie with the channel. We will use Social Media as a means to reach out to wider audience to drive our un-aided awareness and build preference score for key categories. To above objectives, company has finalised and put in place new agencies to build sharper messaging and better return on marketing investments

RESEARCH AND DEVELOPMENT CENTRE

Surya Roshni is today one of the market leaders in

Lighting Industry in India. This has become possible due to focus and commitment of the Management and employees. High Quality Products, strong marketing, cost effective production and a strong impetus on development and introduction of new

LED products and technologies has also played a crucial role in achieving this. Surya Technology and

Innovation Centre (STIC) has contributed immensely towards achieving the position presently enjoyed by the Company.

STIC has been involved in the research and development of smart, cost effective, and efficient LED lights with many unique and first-in-class features.

The Company has invested in various resources required for the mechanical, electronics and optical development. Experienced designers and mechanical engineers design new luminaires ensuring that the lights stand apart in the aesthetics and functioning.

The in-house electronics driver development for use in LED lights ensures high quality and high reliability of all our luminaires.

The products designed and developed in the R & D centre cater to both the Commercial and Professional

Lighting segments and cover a large range of indoor as well as outdoor products. The Company has developed entire range of luminaires with dimmable drivers, with programmable drivers, with astronomical timer based controls, LDR based controls and with several other features. STIC is also working towards development of smart products in both the segments to keep in line with the latest trends with the markets.

The Company has received design registrations for two products in the reported year Street Light and Tunnel Light which have been completely designed and developed in-house. It gives credibility and confidence to the design team and strong support to the Marketing team.

All kinds of mechanical, electrical and safety tests are performed on the products before releasing for production to ensure that the performance of products during adverse electrical and environmental conditions is never compromised. The Companys has NABL accredited Photometric and Electrical Testing Laboratories. The Photometry

Testing laboratory has the capabilities to measure light distribution pattern, illuminance, luminous flux, chromaticity, color temperature (CCT), color rendering index (CRI) of light sources and luminaires. The centre is equipped with a High speed Mirror Gonio photometer (Type C) from LMT, Germany along with a 2m Integrating sphere, luminance meter and illuminance meters making it one of most well equipped Photometric testing lab in India. The

Electrical Testing laboratory is equipped with several advanced equipments and have the capabilities to do Surge test, Immunity test, HV, IR, Leakage Current measurement, Switching Cycle Test, Thermal Test, Endurance test, Humidity test along with Ingress protection and Impact protection tests. STIC has also been recognised as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology).

STIC is actively supporting Surya Roshni by providing the most energy efficient, safe, reliable and environment-friendly lighting products with best-in-class research, design and development and thus contributing its share towards brighter, better and a green India.

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.

Surya Roshnis strong dealer and distribution network has enabled the Company to reach customers across the country, particularly in Tier - II, Tier III cities, and rural areas. It has consistently generated value for its stakeholders through its strong brand equity, robust quality, continuous innovations, sound financials, seamless operational efficiency, and prudent management.

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 Rs. 34 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://surya.co.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf

The Board considering the Companys performance and financial position for the year under review, recommended a final dividendpay-outof Rs. 4.00 per equity share for the year ended 2022-23 subject to approval from the shareholders at the ensuing AGM and shall be subjectterm for a period of 5 consecutive years to deduction of Income Tax at

Source (TDS). This takes the total dividend pay-out for the current financial year toRs. 7/- (including 1st Interim Dividend of Rs. 3/- paid in February, 2023). The outflow on account of final equity dividend will be Rs. 21.76 crore.

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 andfinancialresults. The Board meetings of the Company are held during the financial year 2022-23 in compliance to the provisions of the Act and Listing Regulations.

During the last financial year, the Board met four times, on 19th May, 2022; 13th August, 2022; 10th November, 2022, and 18th January, 2023. 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, Mrs. Urmil Agarwal (DIN 00053809) retire by rotation and, being eligible, offer herself for reappointment.

Appointment of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) has appointed the following directors on the Board of the

Company:

1. Mr. Tekan Ghanshyam Keswani (DIN- 09773189) as an Additional Independent Director on 28th October, 2022 and subsequently shareholders through Postal Ballot approved his appointment on 21st December, 2022 for his firstterm for a period of 5 consecutive years w.e.f. 28th October, 2022.

2. Mr. Naresh Agarwal (DIN- 00112365) as an Additional Independent Director on 4th November, 2022 and subsequently shareholders through Postal Ballot approved his appointment on 21st December, 2022 for his first w.e.f. 4th November, 2022 to 3rd November, 2027.

Cessation of Directors:

Mr. Krishan Kumar Narula - (DIN-00098124), an Independent Director, had ceased to be director on completion of consecutive two terms as an

Independent Director of the Company w.e.f. 5th September, 2022

Mr. Sudhanshu Kumar Awasthi - (DIN-02162923), an Independent Director, had ceased to be director on completion of consecutive two terms as an Independent Director of the

Company w.e.f. 5th September, 2022

Mr. Pramod Jain - (DIN-00002190), an Additional Director (Non-executive Independent), had ceased to be a director upon expiry of the term as an Additional Director at the Annual General Meeting held on 21st September, 2022.

Change of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act, 2013, following officials as named below are 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. Tarun Kumar Baldua	ED & C.E.O Steel Operations
Mr. Jitendra J Agrawal	C.E.O Lighting & Consumer
Mr. Bharat Bhushan Singal	CFO & Company Secretary

During the year, under review, Mr. Nirupam Sahay, ED & CEO Lighting had resigned from the services of the

Company and relieved on the close of business hours on 31st May, 2022.

Further, Mr. Jitendra J Agrawal is appointed as the Chief Executive Officer Durables of the Company w.e.f. 10th November, 2022. Furthermore, Mr. B B Singal existing Company

Secretary has also been appointed as Chief Financial

Officer (CFO) w.e.f. 19th May, 2022

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 including Mr. Tekan Ghanshyam Keswani who is exempted to undertake the test and Mr. Naresh Agarwal, Independent Director appointed during the year 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 four Directors.

The names along with categories of the members at the meeting was as follows:

Names of the Members	Director	Category Identification No.
Mr. TaraShankar Bhattacharya!	00157305	Chairman : Independent – Director
Mr. Surendra Singh Khurana	02126149	Member : Independent – Director
Mr. Vinay Surya	00515803	Member : Executive – Director
Mr. Sunil Sikka*	08063385	Member : Independent – Director
Mr. Krishan Kumar Narula^	00098124	Ex-Chairman : Independent – Director
Mr. Pramod Jain ^^	00002190	Member : Additional Independent – Director

! Appointed as the Chairman of the Committee by the members at their meeting held on 10th November, 2022 * Inducted as the member of the Committee by the Board of Directors on 22nd September, 2022.

^ Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

^^ Ceased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022. 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 of the Members	DIN	Position	Category
Mr. Surendra Singh Khurana	02126149	Chairman	Non- Executive, Independent
Mrs. Urmil Agarwal*	00053809	Member	Non- Executive, Non- Independent
Ms. Suruchi Aggarwal**	09501245	Member	Non- Executive, Independent
Mr. Krishan Kumar Narula^	00098124	Ex- Chairman	Non- Executive, Independent
Mr. Pramod Jain^^	00002190	Member	Non- Executive,; Additional Independent Director

! Appointed as the Chairman of the Committee by the members at their meeting held on 10th November, 2022 * Inducted as the member of the Committee by the Board of Directors on 19th May, 2022.

** Inducted as the member of the Committee by the Board of Directors on 22nd September, 2022.

^ Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

^^ Ceased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022.

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://surya.co.in/wp-content/uploads/2022/06/ NRC-Revised-Policy_19.05.2022.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 of the Members	DIN	Position	Category
Mr. Sunil Sikka!	08063385	Chairman	Non- Executive, Independent
Mr. Raju Bista	01299297	Member	Executive; Non- Independent
Mr. Surendra Singh Khurana*	02126149	Chairman	Non- Executive, Independent
Mr. Krishan Kumar Narula^	00098124	Ex- Chairman	Non- Executive, Independent
Mr. Pramod Jain^^	00002190	Member	Non- Executive,; Additional Independent Director

! Inducted as the member of the Committee by the

Board of Directors on 22nd September, 2022 and appointed as the Chairman of the Committee by the members at their meeting held on 16th March, 2023 *Inducted as the member of the Committee by the Board of Directors on 22nd September,2022.

^ Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

^^Ceased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022.

Detailed information pertaining to the Stakeholders Relationship Committee has been provided in the

Corporate Governance 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) shall discharge 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 of the Members	DIN	Position	Category
Mr. Sunil Sikka	08063385	Chairman	Non- Executive, Independent
Mr. Vinay Surya	00515803	Member	Executive – Non- Independent
Mr. Kaustubh N Karmarkar	00288642	Member	Executive – Non- Independent
Mr. Tarun Baldua	-	Member	ED & CEO (Steel Operations)
Mr. Krishan Kumar Narula^	00098124	Ex- Chairman	Non- Executive, Independent
Mr. Pramod Jain^^	0002190	Member	Non- Executive, Additional Independent
Mr. Nirupam Sahay^^^	-	Member	ED & CEO (Lighting)

! Appointed as the Chairman of the Committee by the members at their meeting held on 1st March, 2023

^ Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

^^ Ceased to be the additional director of Company upon expiry of his tenure at the Annual General Meeting held on 21st September, 2022.

^^^ Resigned and relieved from the services of

Executive Director & CEO- Lighting of the Company w.e.f. 31st May, 2022.

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 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://surya.co.in/wp-content/ uploads/2022/05/162928_whistle-blower-policy.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, 2023, the applicable accounting standards had been followed along with proper explanations relating to material departures; b. the Directors had selected such accounting policies 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, 2023 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 ensure compliance with the provisions of all applicable 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 cost audit and have been of section 92(3) of the conducting Act read with the Companies (Management and Administration) Rules, 2014, a copy of Annual Return (2022-23) has been placed on the website of the Company and can be accessed at following link: https://surya.co.in/investor-relations/investor-information/#annual-return/

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 2022-23 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 2022-23. 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, 2024. M/s R.J. Goel & Co., have vast experience in the the field 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, 2023 will be filed with the MCA.

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 firmof Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 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 operationsinfuture. appropriately mitigated,

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 46 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, 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 of the Members	DIN	Category
1. Mr. Jai Prakash Agarwal	Member	Executive Chairman
2. Mr. Raju Bista	Member	Managing Director
3. Mr. Kaustubh Narsinh Karmarkar	Member	Non- Independent Director
4. Ms. Suruchi Aggarwal $	Chairman	Independent Director
5. Mr. Krishan Kumar Narula^	00098124	Ex- Independent Director
6. Mr. Pramod Jain^^	00002190	Ex - Additional Director

$ Inducted as the member of the Committee on 22nd September, 2022 and appointed as the chairman by the members of the committee held on 16th March, 2023

^ Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

^^ Ceased to be the director of the company upon expiry of his tenure as Additional Director on the date of Annual General Meeting held on 21st September, 2022 During the last financial year two CSR Committee meetings were held on 19th May, 2022 and 16th March,2023.

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://surya. co.in/wp-content/uploads/2023/08/Revised-CSR-Policy_27.04.2023-.pdf

The Company discharged its responsibilities 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 and further is an eligible implementing agency in accordance with the provisions of section 135 of the Act read with the

Companies (Corporate Social Responsibility Policy)

Rules, 2014 amended from the time.

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, Computer Training camp, Eye camp, Poshan Vatika, Go-Utpad Training Camp, Gram Gaurav Prog, Plantation of rural area,

Sports tournament, Selai Kendra, Swastya Shiver 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 Rs.

4.23 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 2022-23 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 Chairman 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, 2023, 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://surya.co.in/wp-content/uploads/2022/06/ RPT_Revised_Policy_19.05.2022.pdf

Your Directors draw attention of the members to Note No. 49 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.

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 Other Compliance Committees.

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 meeting held on 29th March, 2023 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 other Compliance Committees 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 conditions of Corporate Governance as stipulated under listing Regulations read with Schedules of

Listing Regulations, is attached to that report.

25. BUSINESS RESPONSIBILITY AND SUSTAIABILITY 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 28th September, 2018 and Surya Roshni Limited - Employee Stock Option Scheme – 2021 for 8,00,000 ESOPs vide their Special Resolution dated 19th June , 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 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 compliancebe accessed on the Companys website www. with the 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 M/s. PI Associates, certify the Employee Stock Option

Schemes of the Company as 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

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: 27th April, 2023	DIN- 00041119