The Board of Directors hereby submits the Fifty third (53^rd) report of the business and operations of the Company along with
the audited financial statements, for the financial year ended 31^st March, 2026. The Consolidated performance of the Compa¬
ny and its wholly -owned subsidiary has been referred to wherever required.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

Standalone Financial Highlights:

During the year under review, in-spite of geopolitical
disruptions, muted demand of high value-added
products in pipes segment, the Company achieved
much satisfied performance on account of better
driven volume growth, coupled with better product
mix, the revenue from operations of the Company
stands to '7,539.83 crore in FY 2025-26 as
compared to ' 7,435.22 crore last year registered a
marginal increase of 1.41% as compared to last year.
EBITDA stands to '541.12 crore as compared to
' 610.65 crore reported last year, Profit before tax
(PBT) stands at '383.45 crore as compared to
' 467.18 crore last year and Profit after tax stand at
'285.61 crore as compared to ' 348.40 crore last
year, registered a fall of 11.39%, 17.92% and 18.02%in
EBITDA, PBT and PAT over the last Financial year
2024-25.

The said performance reflects stable growth in a
challenging operating environment. The Company
continued to focus on operational efficiencies, value-
added products and consistent operational delivery
across both business verticals.

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

The Company's 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 able to achieve sustained
revenues 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
'7,540.42 crore as compared to ' 7,435.87 crore
last year registered an increase of 1.41% EBITDA was
'541.39 crore as compared to ' 608.89 crore last
year, Profit before tax stands at '383.72 crore as
compared to ' 465.41 crore last year and Profit

after tax stands at '285.81 crore as compared to
' 346.60 crore last year registered a fall of 11.09%,
17.55% and 17.54% in EBITDA, PBT and PAT over the
last Financial year 2024-25.

TOTAL DEBT FREE: Through consistent efforts over
the past few years, the Company being a Totally Debt
Free having a net cash surplus of '337.00 crore as on
31^st March, 2026.

STEEL PIPES & STRIPS

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

The year under review has delivered resilient
operational performance despite continued steel
prices volatility, safe-guard duty implementation,
geographical uncertainties and slower execution
across certain government led projects. The Revenue
of the segment stands at '5,731.22 crore in
FY 2025-26 as compared to ' 5,749.07 crore during
FY 2024-25 registered a marginal fall of 0.31% mainly
on account of slowdown in demand of high value
added products, which was marginally offset by better
sales in all other segments of pipes. Further, EBITDA
falls by 13.70% and stands at '385.26 crore in
FY 2025-26 as compared to ' 446.42 crore in
FY 2024-25. The EBITDA per ton stands to '4,553
in FY 2025-26 as compared to ' 5,392 per metric
ton last year. The cash profit and Profit Before Tax
(PBT) stands to '363.07 crore and '269.05 crore
respectively as compared to ' 429.85 crore and
' 340.84 crore reported in FY 2024-25, a fall of 15.54%
and 21.06%.

On the operational side, capacity utilisation across
plants remained well balanced, with internal flexibility
allowing production to be redirected towards higher-
demand and value-accretive product categories as
market conditions evolved. The ramp-up at newer
facilities, particularly in spiral and Cold Rolled Strips
(CRS) operations, is progressing in line with internal
benchmarks, supporting incremental operating
leverage. The business continues to place strong
emphasis on value-added downstream applications,
not only in pipes but also within CRS, where specialised
applications such as lamination, stamping and
hardware components are gaining share. This focus is
expected to improve earnings quality over time, even
in periods of raw material volatility.

Hollow section and structural pipes delivered robust
growth, while GI pipes and Cold Rolled Strips business
witnessed healthy traction during the year. API
pipe volumes remained subdued, declining sharply
year-on-year due to a slowdown in tender activity.
Demand from infrastructure, industrial fabrication
and engineering applications remains strong and this
segment is increasingly becoming the backbone of
our medium-term growth strategy.

In the year under review, segment achieved an
important milestone by successfully manufacturing
API 5CT casing pipes using ERW technology for
the first time in India. This capability enabled the
Company to secure an order from Oil and Natural Gas
Corporation, reflecting its ability to meet stringent
quality and performance standards required for oil
and gas applications. This development meaningfully
strengthens company's position in the energy sector
and opens new opportunities for growth in domestic
and global oil and gas markets.

The capacity expansion initiatives across Anjar,
Gwalior, Bahadurgarh and Hindupur, along with the
addition of new DFT lines, are aligned to support this
growth trajectory.

The Company, continues to maintain its supremacy
in the domestic market and is now at par with all
the leading Global pipe manufacturers in terms of
supplying high quality of API line pipes with internal &
external coating. Different types of coating like 3LPE,
3LPP, FBE (single & dual layer) and internal epoxy
coating are carried to safeguard the pipe from rusting
and also increases the life of the pipe. Different other
pipes specifications such as EN, BS, AUSTRALIA &
ASTRA GRADE are also manufactured by the Company.
The Company already have an EPD (Environmental
Product Declarations) certification for all products,
which is mandatory requirement for customers in
export markets, especially in Europe. The Company
also got registered during the year in the Neom city
which is a new urban area planned by Saudi Arabia.
The registration will enable the Company to supply its
pipes for new city projects in the Neom - from where
the Company is having active enquiries for supply.

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

The Company's products, marketed under the 'Prakash
Surya' brand, are exported to over 50 countries, with a
strong foothold in the Gulf Cooperation Council (GCC)
nations, reflecting its expanding global presence. The
Company have appointed the T20i captain of Indian
Cricket Team, Mr. Surya Kumar Yadav as segment
brand ambassador - a move that creates strong recall
through the synergy in name and aligns with company
ongoing efforts to build brand equity. Over the past
year, the Company have increased its investments
in publicity and marketing initiatives, and these will
continue as it seeks to strengthen its presence in both
domestic and export markets.

CONCLUSION

The Steel pipes and strips performance during the year
under review looks promising with higher contribution
from value added products. The Company will face
significant headwinds in the coming period on
export front, driven by quota restrictions in Europe
and Canada, coupled with the introduction of CBAM
(Carbon Border Adjustment Mechanism) in Europe
and widening price gaps between domestic and
international steel prices. Exports to the Middle East
remain stable, with additional focus on Saudi Arabia
and we continue to explore new markets such as
Africa and Ireland to mitigate regional concentration
risks.

With the Company's existing capacities for GI pipes
and robust presence in rural regions of India, it is
well-positioned to capitalise on this growth potential.
Through continuous focus on value added product,
cost optimisation, manpower cost, electricity, logistic
and other manufacturing cost along with operating
efficiencies, the growth pendulum of the segment
witnessed in the positive direction. With Government
thrust on projects like increasing the share of gas in
energy mix, City Gas Distribution network, improved
focus on domestic water segment, irrigation projects,
'Har Ghar Jal' scheme etc. will be benefiting the
Company as it has immense infrastructure already
built in terms of large scale manufacturing facilities
and wide spread distribution network.

LIGHTING & CONSUMER DURABLES

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

During 2025-26 the Company registered Standalone
Revenue from operations of '1,808.61 crore as
compared to ' 1,689.61 crore in FY 2024-25 an increase
of 7.04%. The EBITDA and Cash Profit have declined
by 5.10% and 6.07% and stands to '155.86 crore and
'150.35 crore respectively in FY 2025-26 as compared
to ' 164.23 crore and ' 160.07 crore achieved in FY
2024-25. The Profit before tax registered a fall of
9.46% and stands at '114.40 crore as compared to
' 126.34 crore achieved in FY 2024-25.

The performance during the year under review
demonstrate stability and operating resilience, despite
a challenging cost environment and temporary
disruption in export logistic due to middle east crisis
in later part of the year. The year benefited from
the seasonally stronger demand environment and
sustained traction in lighting, which remained the
principal growth driver for the segment. While margins
under pressure on a year-on-year basis due to elevated
raw material costs and product mix.

OVERVIEW AND ACHIEVEMENTS IN 2025-26 -
Lighting and Consumer Durables
Surya is engaged in the manufacturing and sales
of energy efficient LED Lighting (LED Bulbs, LED
Battens, LED Tubes, Downlighters and other
Luminaires) in the Consumer segment, and
advanced Smart LED products for the Street Lighting,
Infrastructure, Industry, Office and Retail Segments
in the Professional segment. Fagade Lighting and
Solar Lighting are big growth areas for the Company.
The Consumer Durable business offers a wide variety
of ceiling, designer, BLDC, pedestal table and exhaust
fans along with premium and smart fans with features
as energy efficiency, superior airflow and hygiene
focussed coatings. In the Home Appliances products
include water heaters, room heaters, air coolers,
steam irons, juicer-mixer grinders, inductions and
cooktops. Recently launched Domestic House wires
currently comprises of two variants: Turbo Flex - FR
(Flame Retardant) and Turbo Flex Green - FRLSH
(Flame Retardant Low Smoke and Halogen), both
RoHS-compliant and PVC insulated.

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

With the launch of the domestic housing wire category
in August 2025, strong momentum has been generated
for the segment, as wire business is expected to
generate a good revenue of ' 500 crore within three
years, it provides a big boost in enhancing the top line
for the segment in the coming years.

During the year, the consumer durables business
experienced a mixed operating environment, with
unseasonal early rains in April and May impacting
demand for summer-driven categories, particularly
fans. The industry also faced headwinds from supply
disruptions due to changes in the BEE regime and
volatility in metal prices followed by Gulf war. Despite
these challenges, the Company delivered resilient
performance, led by strong traction in the Water
Heaters segment, which achieved double-digit growth,
and consistent growth in food preparation appliances.
BLDC fans showed good growth and emerged as
the fastest-growing category, reflecting increasing
consumer preference for energy-efficient solutions,
while TPW fans also maintained positive momentum
with a strategic shift towards wall fans. The Company
continued to expand its market presence across key
regions including Uttar Pradesh, Haryana, Greater
Punjab, Bihar, Ranchi, Gujarat and Telangana.

With clearly identified whitespaces, focused new
product development initiatives are being undertaken
to drive market share gains, with strategic emphasis
on strengthening the BLDC and decorative fans
portfolio, alongside scaling up the Water Heaters,
Mixer Grinders, and Induction Cooktops businesses.
Some of the key achievements for Lighting &
Consumer Durables in 2025-26:

• Professional Lighting business grew in double
digits and achieved a revenue of ' 473 crore.

• LED Bulbs, LED Battens grew by 42% and 28%
respectively in FY26.

• Appliances business grew in double digits

• In-spite of delay caused in project execution
due to strategic reasons post launch of House
wire cables (HWC) in August, 2025, company
achieved a sales of ' 38 crore.

• Consumer lighting business delivered a good
performance with strong volume growth in most
sub categories and at the same time protecting
its margins.

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

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

PLI Scheme

The Indian Government's Production-Linked Incentive
(PLI) scheme for white goods is a significant step
towards enhancing the global competitiveness of
Indian air conditioner and LED lighting manufacturers.
The scheme provides incentives to manufacturers
who meet certain production targets.

The objective of the scheme is to encourage
companies to increase their production capacity and
invest in research and development to design new and
innovative products. This, in turn, is expected to boost
local manufacturing and sourcing of components
and create employment opportunities in India. The
Company's capex under the PLI scheme is ongoing
as per schedule and as incremental criteria has
been fulfilled, PLI scheme claim for 1^st 2^nd & 3^rd year
periods has been received. The Company remains
committed to further bring down the cost, which will
enable the Company to offer high quality products.
Our investment towards PLI scheme has not only
bolstered our competitive position, but also facilitated
a successful integration of our operations, resulting in
enhanced operating performance.

FUTURE PROSPECTS
STEEL PIPES & STRIPS

The global steel pipes & tubes market size was
estimated at USD 137.62 billion in 2025 and is
projected to reach USD 209.89 billion by 2033,
growing at a CAGR of 6.0% from 2026 to 2033. The
market is experiencing robust growth, driven primarily
by expansive infrastructure development and
industrialisation across emerging economies.

Growth in India is projected at 6.6% in FY27, as higher
energy prices caused by the Middle East conflict and
supply chain disruptions weigh on economic activity.
But even with the slowdown, India remains among the
fastest-growing major economies in the world
Key Growth Drivers of the India Steel Pipe Market

• Rising investment in oil and gas exploration and
pipeline projects

• Expansion of urban infrastructure and industrial
facilities

• More steel pipes are being used in systems that
manage water and sewage.

• Government programs that help in making and
build up the country infrastructure

• The growth in the energy and construction
industries

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

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

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

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

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

With a total capex plan of ' 500 crore over the next
three years, the Company plans to increase its
capacity from 14.21 lakhs tons to 19.81 lakhs tons,
reinforcing its leadership position in the market. These
investments will drive long-term growth, operational
efficiency, and profitability, ensuring we remain a
leading player in the steel pipes industry.

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

Government Initiatives

The large-scale government initiatives, including PMAY,
AMRUT, the Smart Cities Mission, alongside national
projects like the National Infrastructure Pipeline and
Sagarmala, significantly boosting demand for steel,
particularly in the housing, infrastructure, and water
management. The Union Budget provide emphasis
on infrastructure development, with plans to develop
50 new destinations, fostering regional growth and
employment. Additionally, the extension of the Jal
Jeevan Mission will provide potable water to 100 crore
additional households, further boosting demand for
steel pipes in water supply infrastructure.

The Central Government Aatma Nirbhar Bharat
Abhiyaan provides ample emphasis to rural India,
agriculture, manufacturing and exports. The growth in
rural India is expected to be higher than urban in future.
As company's 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 Government's efforts
to provide piped water to every household under the
'Jal Jeevan Mission' is a positive step in this direction.
Nonetheless, it is of critical importance to prioritise
the sustainability of the water supply and avoid further
burdening the already over-utilised water resources.

Approximately 15.83 crore (81.81%) rural households
have tap water supply and rest 18.19% of households
are targeted to have FHTC by December, 2028 which
is approx. 3.52 crore households. With sizeable
requirement of GI pipes still needed under Jal Jeevan
Mission scheme, Surya, leading manufacturer of
GI Pipes with capacity of 3.30 lakhs M.T. will be
immensely benefited due to its Pan India presence
with the state of art plants which provide benefits with
savings in logistic cost.

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

BRAND VISIBILITY

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

and remain optimistic for coming quarters, driven by
a robust order pipeline. The Company's commitment
to technology and value enhancement, further
strengthening its brand presence.

OUTLOOK

Looking ahead to FY27, we are targeting overall volumes
of approximately 11 lakhs tons, representing growth
of approximately 21-22% over FY26, supported by
improving utilisation levels, phased commissioning of
new capacities and stronger contribution from value-
added products. On the export front, we are targeting
to cross 2.5 lakhs tonnes during FY27, a significant
step-up from 1.41 lakhs tonnes achieved in FY26. With
rising infrastructure investments, expansion in oil &
gas pipeline networks, industrial capex and increasing
export opportunities, we remain confident about the
long term growth outlook for the Steel Pipes & Strips
business.

LIGHTING & CONSUMER DURABLES
In Consumer Lighting, the Company will continue
its growth momentum, and is focused on further
improving its distribution and reach, across Urban,
Semi-Urban and Rural India. There will be several
New Product Launches, across LED Lamps, Battens,
Downlighters, including Smart Lighting products and
many decorative lighting products. Consolidation
among industry is in progress in LED category but
price erosion may keep top line under pressure.
The new aged lighting and consumer durables has
seen a healthy demand over years. The Company
has successfully introduced a diverse range of new
products, demonstrating its commitment to innovation
and market expansion. This strategic move places the
Company in a favourable and advantageous position
to capitalise on these emerging trends and solidify its
position in the market.

With the launch in 'Wires and Cables' business early
in Q2 FY26, the Company is focusing on generating a
revenue of ' 500 crore in next three years. The capex
is moving as per planned timelines. At present, we are
starting with Housing Wires categories focusing in the
consumer part of the market. Being a 10,000 crore fast
growing market, we will leverage our strong electrical
distribution of our B2C channel managing Consumer
Lighting.

In Professional Lighting, the Company is further
strengthening its Key Account Management, Projects
and Design teams to drive a focused approach to
its customers and improve its project execution
capabilities. There will be several New Product

Launches, across segments, including sub segments
where our market share is smaller. With private and
government infrastructure expansion plans, this
segment and this trend is expected to continue in
FY27.

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

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 2026-27. We are continuously training
our personnel to boost productivity, increase quality
in our operations team, and create a high-efficiency
ecosystem backed by our backward integration and
in-house research and development.

BRAND VISIBILITY

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

RESEARCH AND DEVELOPMENT CENTRE
The Company has built a strong reputation in the
lighting industry by consistently delivering efficient,
reliable, and technologically advanced lighting
solutions. A key factor behind this success is its
continuous focus on research and development,
driven by the Surya Technology and Innovation Centre
(STIC).

STIC serves as the Company's main R&D hub, where
engineers from mechanical, optical, and electronics
domains work closely together. Their approach is
collaborative and system-focused, ensuring that
every luminaire is designed with attention to thermal
management, optical efficiency, and robust electronic
control.

By combining technology with practical and modern
design, company develops lighting solutions that
meet the changing needs of different applications.
The products developed at STIC cater to both
commercial and professional segments, for indoor
as well as outdoor use. The Company has introduced
features such as programmable LED drivers, smart
lighting controls, and continuous improvements in
optics, materials, and mechanical design. Regular
product upgrades help keep pace with evolving market
requirements.

Quality and reliability are ensured through detailed
testing and validation at every stage. STIC is
equipped with NABL-accredited photometric and
electrical laboratories, using advanced instruments
to measure key lighting parameters such as luminous
flux, light distribution, illuminance, correlated colour
temperature (CCT), and colour rendering index (CRI).
In addition, the facility carries out a wide range of
reliability and safety tests, including surge immunity,
high-voltage (dielectric strength) testing, insulation
resistance, leakage current, switching endurance,
thermal performance, humidity resistance, as well
as ingress protection (IP) and impact resistance (IK)
tests. These evaluations ensure that products meet all
relevant national and international standards.

STIC has also been recognised as an R&D Centre by the
Department of Scientific & Industrial Research (DSIR),
Ministry of Science & Technology, highlighting its role
in advancing energy-efficient lighting technologies.
With a continued focus on performance, efficiency,
and smart integration, the Company is steadily
contributing to the future of lighting by developing
solutions that are both sustainable and reliable.
OUTLOOK

During the year, the Company become larger and
stronger with its continuous cost reduction, overhead
rationalisation, additions in products portfolio, 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 company's major sale
comes from rural, semi urban & exports and therefore,
going forward, both the segments of the Company
shall be performing well. With both short term and
long term strategies in place, the Company aligned its
resources to the needs of the industry and customers
to achieve its future goals.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS:

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

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

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

4. GENERAL RESERVES

The Company has transferred an amount of '30 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 Company's
website at the following link:

https://crm.surya.co.in/assets/PDF/Investor/Amended%20
DDPolicy 25.05.2026 20260605122937159.pdf

The Board considering the Company's performance
and financial position for the year under review,
recommended a final dividend pay-out of '2.50 per
equity share for the financial year 2025-26 subject
to approval from the shareholders at the ensuing
AGM and shall be subject to deduction of Income
Tax at Source (TDS). The outflow on account of final
equity dividend will be '54.41 crore. This takes the

total dividend pay-out for the current financial year to
'108.82 crore (including Interim Dividend of ' 2.50/-
(50%) paid in November, 2025).

6. BOARD MEETINGS:

Under the Law, the Board of Directors must meet at
least four times a year, with a maximum time gap
of 120 days between any two meetings to consider
amongst other business, the quarterly performance
of the Company and financial results. The Board
meetings of the Company are held during the financial
year 2025-26 in compliance to the provisions of the
Act and Listing Regulations.

During the last financial year, the Board met four times,
on 14^th May, 2025; 13^th August, 2025; 11^th November,
2025 and 11^th February, 2026. For further details,
please refer to the Corporate Governance Report.
SECRETARIAL STANDARDS

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

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

As per Article 77(ii) of the Articles of Association
of the Company, Mr. Kaustubh N Karmarkar (DIN -
00288642) retire by rotation and, being eligible, offer
himself for reappointment.

Appointment

• Independent Director for 1^st Term of 5 years

The Board of Directors on the recommendation
of Nomination and Remuneration Committee
(NRC) has appointed Mr. Ravi Kant Gupta (DIN
-03111902) as an Independent Director of the
Company w.e.f. 17^th July, 2025 for a period of 5
consecutive years i.e. 17^th July, 2025 to 16^th July,
2030, which was subsequently approved by the
shareholders at the AGM held on 18^th September,
2025 as per the provisions of the Companies
Act, 2013 read with SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Change of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies
Act, 2013, following officials named below are Key
Managerial Personnel of the Company during the year
under review.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

All the Independent Directors of the Company have been registered in the data bank maintained with the Indian Institute
of Corporate Affairs, Manesar ('IICA'). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to
undertake online proficiency self-assessment test conducted by the IICA However, Mr. Ravi Kant Gupta, Independent
Director appointed on 17^th July, 2025 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,
qualifications and expertise required for their role and independent of the management. For further details, please refer
corporate governance report.

9. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

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:

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 Company's objectives and goals, including in relation to good corporate governance, transparency and
sustained long term value creation for its stakeholders.

The said policy is available on the website of the Company and can be accessed at the following link:
https://crm.surya.co.in/assets/PDF/Investor/NRC-Revised-Policy 19.05.2022 20250419173547039.pdf

Stakeholder's 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:

Detailed information pertaining to the Stakeholder's 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) discharged the role and responsibilities
as specified in Part C of Schedule II of the Listing Regulations as amended from time to time.

The Composition of the committee is as follows_:

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

10. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Act read with regulation 4(2)(d)(iv) of Listing Regulations, the
Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or
unethical behaviour. The Company has a Whistle Blower Policy (Vigil mechanism) wherein the directors and employees
are free to report violations of laws, rules, regulations or unethical conduct, actual or suspected fraud or violation of
the Company's code of conduct or ethics policy to the nodal officer. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory practice. The Company will oversee the mechanism through
the Audit Committee and no personnel have been denied access to the Audit Committee. The Whistle Blower policy of

the Company has been posted on the website of the
Company at the following link:
https://crm.surya.co.in/assets/PDF/Investor/162928
whistle-blower-policy 20250419112203361 .pdf

11. DIRECTORS RESPONSIBILITY STATEMENT - IN
PURSUANCE OF SECTION 134(5) OF THE COMPANIES
ACT, 2013:

The Board of Directors of the Company confirm that:

a) in the preparation of the annual accounts for
the financial year ending 31^st March, 2026, 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 31^st March, 2026 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
operate 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 lakhs as a
Special Purpose Vehicle (SPV).

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

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

13. ANNUAL RETURN:

As per the provisions of section 92(3) of the Act read
with the Companies (Management and Administration)
Rules, 2014, a copy of Annual Return (2025-26) has
been placed on the website of the Company and can
be accessed at following link:

https://www.surya.co.in/investor-relations/investor-

information/

14. AUDITORS AND AUDIT REPORT:STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act,
the members at the Annual General Meeting ("AGM")
of the Company held on 21^st 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 49^th AGM till the conclusion of 54^th AGM.

The Statutory Audit Report for the year 2025-26
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
2025-26. M/s R.J. Goel & Co., have vast experience in
the field of cost audit and have been conducting the
audit of the cost records of the Company for the past
several years. The Cost Audit Report of the Company
for the Financial Year ended 31^st March, 2026 will be
filed with the MCA.

In accordance with the provisions of Section 148(3)
of the Act read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable
to the Cost Auditors as recommended by the Audit
Committee and approved by the Board has to be
ratified by the members of the Company. Accordingly,
appropriate resolution will form part of the Notice
convening the AGM. The approval of the members is
sought for the proposed remuneration payable to the
Cost Auditors for the Financial Year ended 31^st March,
2027.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the shareholders at the 52^nd AGM has appointed M/s
Anjali Yadav & Associates (CP No. 7257), Company
Secretary in Practice, as Secretarial Auditor of the
Company for a term of five consecutive years from the
conclusion of 52^nd Annual General Meeting ("AGM") till
the conclusion of 56^th AGM of the Company to be held
in the year 2030, covering the period from the financial
year 2025-26 till financial year 2029-30, The Secretarial
Audit Report for the financial year ended 31^st March,
2026 is annexed herewith and marked as Annexure II
to this report. The Secretarial Audit Report(s) is self¬
explanatory and does not contain any qualification,
reservation or adverse remark.

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

Information on Conservation of Energy, technology
absorption, foreign exchange earnings and outgo,
is required to be given pursuant to the provisions

of section 134 of the Act, read with the Companies
(Accounts) Rules, 2014 are annexed hereto and
marked as Annexure - III and form part of this report.

16. DETAILS RELATING TO DEPOSITS

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

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS:

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

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO FINANCIAL STATEMENTS

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

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

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

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

20. RISK MANAGEMENT POLICY:

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

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

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

• To establish a framework for the Company's 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 Company's 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 follow.s

During the last financial year two CSR Committee
meetings were held on 14^th May, 2025 and 17^th March,
2026.

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 Company's philosophy
for delivering its responsibility as a corporate
citizen and lays down the guidelines, process
and mechanisms for undertaking socially useful
programmes for welfare and sustainable development
of the community at large. The key objective is
to eradicating hunger, poverty and malnutrition;
Promoting health care; making available safe drinking
water & Sanitation; Promoting education; enhancing

vocational skills & livelihood enhancement projects;
Women empowerment; Promoting of home and
hostels for women and orphans; Reducing inequality
faced by socially and economically backward groups;
Animal welfare /animal care; Promoting Art & Culture;
Contribution to Prime Minister Relief Fund; Rural
development projects; and addressing environmental
issues.

The detailed Corporate Social Responsibility
Policy of the Company is available on the website
of the Company at the following link: https://crm.
surya.co.in/assets/PDF/Investor/Revised-CSR-Poli
cy_27.04.2023-_20250419172650182.pdf

The Company discharged its responsibilities mainly
through Surya Foundation, a public trust, (a registered
entity under Ministry of Corporate Affairs (MCA) vide

Registration Number CSR00002663 for undertaking
the CSR activities) established in 1992 with established
track record of more than 30 years, to undertake CSR
related activities.

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

During the year under review, Company spent '9.39
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 2025-26 is annexed as Annexure IV to
the Board's Report.

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

22. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

During the financial year ended 31^st March, 2026, 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 arm's 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 arm's 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
Company's website at the following link: https://crm.
surya.co.in/assets/PDF/Investor/Amended-RPT-Poli
cy_06.02.2025_20250419171549637.pdf

Your Directors draw attention of the members to
Note No. 50 to the Standalone financial statement
which sets out disclosures on related parties and
transactions entered 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 Director's according to their roles and duties on the
Board of the Company and in particular considered
the following aspects -

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

b. Potential conflicts of interest and independence;

c. Detailed background information and
performance track record;

d. the ability to exercise sound business judgment;

e. availability to attend Board and Committee
meetings; and

f. appropriate experience and/or professional
qualifications.

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

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

1. Quality of the monitoring and risk-management
role

2. Quality of strategic and other business related
advice

3. Board Dynamics and Board members' pro-active
participation

4. Board Composition and diversity.

• 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 carried out by the
Nomination and Remuneration Committee and
Independent Directors at their respective meetings
were based on policy for evaluation of the
performance of the Board of Directors as framed by
the NRC Committee for evaluating and reviewing the
functioning and effectiveness of the Board. The policy
can be assessed at the following link:
https://crm.surya.co.in/assets/PDF/Investor/
Evaluation%20Policv 20260512145505715.pdf

Based on the recommendations of the Nomination
and Remuneration Committee, the Independent
directors at their meeting held on 30^th March, 2026
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 Master Circular HO/49/14/14(7)2025-
CFD-POD2/I/3762/2026 dated 30^th January, 2026 (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,

Stakeholder's Relationship Committee, Corporate
Social Responsibility Committee, Risk Management
Committee and Committee of Directors and that
of individual directors including its Chairperson,
Managing Directors, Independent Directors and
Non-independent directors accordingly. Directors
expressed deep satisfaction with the entire
performance evaluation process.

24. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION

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

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

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

26. BOARD DIVERSITY

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

27. GENERALi. 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 28^th September, 2018 and Surya Roshni
Limited - Employee Stock Option Scheme - 2021
for 8,00,000 ESOPs vide their Special Resolution
dated 19^th 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 and Sweat
Equity) Regulations, 2021 ('the Regulations')
as amended by Securities and Exchange Board
of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available
in the Notes to the Financial Statements and
can also be accessed on the Company's website
www.surya.co.inDuring the year, there has not
been any change in the Company's Employee
Stock Option Scheme. The scheme is in
compliance with the Regulations.

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

ii. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

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

iii. As per the Listing Regulations, the compliance
certificate from Managing Directors and Chief
Financial Officer is given and marked as 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 DirectorsJ P AGARWAL

Place: New Delhi Chairman

Dated: 25^th May, 2026 (DIN- 00041119)