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

FINANCIAL PERFORMANCE OF THE COMPANY

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

(Amount in Lakhs)

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

PERFORMANCE OF BUSINESS OR RESULTS OF OPERATIONS

Standalone

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

Consolidated

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

STATE OF COMPANY'S AFFAIRS AND OUTLOOK

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

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

a) Liquor Business

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

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

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

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

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

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

b) Trading Business

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

Outlook

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

DETAILS OF SUBSIDIARIES/IOINT VENTURE AND ASSOCIATES
COMPANY

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

Material Unlisted Subsidiary Company

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

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

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

Additionally, CARYA is in the process of setting up a grain-based
distillery for the manufacture of Extra Neutral Alcohol (ENA),

which will further strengthen its product portfolio and operational
capabilities in the liquor.

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

Associate Company

M/s Shri Gang Industries and Allied Products Limited ("Shri

Gang") is an Associate Company of your Company under the
provisions of Section 2(6) of the Companies Act, 2013, in which

your Company holds 20.08% of the equity share capital as on

the date of this Report.

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

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

SHARE CAPITAL OF THE COMPANY

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

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

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

RIGHT ISSUE OF EQUITY SHARES

The Board of Directors, at its meeting held on February 10,

2023, approved raising funds up to Rs. 20 Crore (Rupees Twenty
Crore Only) by way of a rights issue of equity shares to existing
shareholders of the Company.

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

The Company appointed M/s. Beetal Financial and Computer
Services Private Limited as Registrar to the Issue and M/s IDBI
Bank Limited as Banker to the Issue. The Board, at its meeting
held on July 4, 2024, fixed July 10, 2024 as the record date. The
Rights Issue opened on July 22, 2024, and closed on August 5,

2024, with the last date for trading of Rights Entitlements being
July 30, 2024. The issue received an overwhelming response,
with a subscription of approximately 1.87 times the issue size.

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

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

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

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

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

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

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

FORFEITURE OF PARTLY PAID UP SHARES

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

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

Central Depository Services (India) Limited (CDSL) on April 25,

2025.

REGISTERED OFFICE OF THE COMPANY

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

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

DIVIDEND

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

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

AMOUNT TRANSFERRED TO RESERVES

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

CREDIT RATING

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

2025, which was effective from the close of business hours on June
16,2025.

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

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

During the financial year 2024-25 and up to the date of this
Report, the following changes took place in the composition
of the Board of Directors and Key Managerial Personnel of the
Company based on the recommendations of the Nomination
and Remuneration Committee and in accordance with the
provisions of the Companies Act, 2013, the rules made
thereunder, and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:¬

1. Resignation of Mr. Syed Azizur Rahman (DIN: 00242790)
from the position of Chairperson & Non- Executive & Non
- Independent Director.

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

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

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

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

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

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

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

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

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

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

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

Retirement by Rotation

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

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

Key Managerial Personnel

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

> Net worth of ^500 crore or more; or

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

> Net profit of ^5 crore or more.

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

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

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

In compliance with Section 135(9) of the Act, where the CSR
obligation does not exceed ^50 lakhs, the requirement for
constitution of a CSR Committee under Section 135(1) is not
applicable. Accordingly, the Board of Directors has discharged all
responsibilities related to CSR initiatives during the year.

CSR Objective

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

CSR Contribution - FY 2024-25

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

PREFERENTIAL ALLOTMENT OF EQUITY SHARES

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

Pursuant to the approval of the shareholders at the Extra-Ordinary
General Meeting held on April 28, 2025, and the in-principle
approval granted by BSE Limited on May 12, 2025, the Company
proceeded with the preferential allotment of 26,92,409 equity
shares of face value ^10/- each at an issue price of ^76/- per
share, aggregating to a total consideration of Rs. 20,46,23,319.60
(Rupees Twenty Crore Forty-Six Lakh Twenty-Three Thousand
Three Hundred Nineteen and Sixty Paisa only). This allotment was
made in consideration for the acquisition of 1,62,39,946 fully
paid-up equity shares of M/s Carya Chemicals and Fertilizers
Private Limited (“CARYA”).

The Company received:

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

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

COMMITTEES OF THE BOARD

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

Statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee
Governance Committees:

a) Preferential Issue Committee

b) Right Issue Committee

c) Investment Committee

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

STATUTORY AUDITORS & THEIR REPORT

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

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

The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors’ Report on Standalone and Consolidated financial
statements does not contain any qualification, reservation,
adverse remark or disclaimers. The Auditor’s Report on
Standalone and Consolidated financial statements are enclosed
with their Financial Statements in this Annual Report.

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

The Statutory Auditors were present in the last AGM.

SECRETARIAL AUDITOR & THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Board of Directors based on the

recommendation of the Audit Committee appointed CS Ashok
Ranjan Mishra, Proprietor of M/s. A R Mishra & Associates (CP
No:22727, M.No.: FCS 5377), Practicing Company Secretaries, to
conduct Secretarial Audit for the financial year 2024-25.

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

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

Secretarial Audit of Material Unlisted Subsidiary Company.

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

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

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

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

APPOINTMENT OF SECRETARIAL AUDITOR FOR NEXT FIVE
YEARS

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

INTERNAL AUDITOR

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

Accordingly, the Board of Directors, at its meeting held on
August 13, 2024, appointed M/s Padam Dinesh & Co., Chartered

Accountants, as the Internal Auditor of the Company for the
financial year 2024-25.

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

ANNUAL RETURN

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

ensures the implementation of effective checks and balances for
ongoing improvement.

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

CONSOLIDATED FINANCIAL STATEMENTS

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

NUMBER OF BOARD MEETING AND ATTENDANCE BY EACH
DIRECTOR

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

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

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

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

AUDIT COMMITTEE

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

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

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

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

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

The Committee met eight (8) times during the financial year 2024¬
25. The details of the meetings, including attendance of members,
are provided in the Corporate Governance Report, which forms part
of this Annual Report.

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

CORPORATE GOVERNANCE DISCLOSURE

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

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

The Company believes that fair and transparent governance is not
only a regulatory requirement but also a vital element for building

long-term trust and sustainable value for shareholders, employees,
customers, and society at large.

CODE OF CONDUCT

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

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

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

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

PREVENTION OF INSIDER TRADING CODE

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

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE

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

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

MATERNITY BENEFIT COMPLIANCE DECLARATION

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

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

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

DECLARATION BY INDEPENDENT DIRECTOR(S)

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

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

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

MEETING OF INDEPENDENT DIRECTORS

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

NOMINATION AND REMUNERATION POLICY.

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

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

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

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

However, it is pertinent to note that:

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

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

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE
WITH RELATED PARTIES.

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

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

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

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

Further, the disclosure of transactions with related parties as
required under Indian Accounting Standard (IND AS) - 24

has been made in the notes to the standalone and consolidated
financial statements, forming part of the Annual Report for the
Financial Year 2024-25.

DEPOSITS

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

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

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

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

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

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

RISK MANAGEMENT

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

PERFORMANCE EVALUATION

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

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

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

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

SIGNIFICANT AND MATERIAL ORDERS

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

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

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

Mechanism-Policy.pdf

HUMAN RESOURCES

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

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

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

INDUSTRIAL RELATIONS

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

DISCLOSURES UNDER SECRETARIAL STANDARDS

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

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

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

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

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

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

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

During the financial year under review, disclosure w.r.t. details of
difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof,
is not applicable.

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

There were no instances of deviation(s) or variation(s) in the

utilization of proceeds from the allotment of 29,86,939 equity
shares made pursuant to the Rights Issue during the financial
year 2024-25. The proceeds were utilized in accordance with the
objects stated in the Letter of offer dated July 04,2024

GREEN INITIATIVE

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

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

ACKNOWLEDGEMENTS

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

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

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

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

By Order of the Board
For Suraj Industries Ltd

Sd/-

Date: July 28, 2025 Sanjay Kumar Jain

Place: New Delhi Chairperson of the Company

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

1

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

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

2

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

3

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