Your Directors have pleasure in presenting their Report on the business and operations of your Company along with the Audited Accounts of the company for the year ended 31st March 2024.

FINANCIAL RESULTS:

OPERATIONS AND PERFORMANCE:

The Company achieved Net Sales of ' 34,467.69 Lacs as against ' 28,497.94 Lacs in the previous years. The EBITDA for the year was '5,162.48 Lacs in comparison to '4,868.19 Lacs in the previous year. After providing for interest, depreciation and tax, the profit after tax of the Company was '2,892.98 Lacs as against '2600.81Lacs in the previous year, which resulted in EPS of '25.38 in the current year compare to previous years' '22.81.

OPERATIONAL REVIEW:

The Company adopted focused approach on improving its volumes, operational efficiencies and operating facilities at optimum levels. The multiprolonged strategy has helped the Company in seizing the opportunity offered by the pick-up in the economic activities in the country especially the steel intensive sectors like infrastructure, construction etc.

During the year, the Company produced 37,838 MT (Previous Year 32,688 MT) of Sponge Iron, 30,426 MT (previous year 33,682 MT) of Pig Iron, 65,532 MT (previous year 35,100 MT) of MS Billet and 55,180 MT (previous year 29,180 MT) of TMT Bars.

FUTURE PROSPECTS:

The Indian steel industry is also expected to remain buoyant amidst strong domestic demand recovery, accommodative government policies and export opportunities. Through its policies, the Government significantly increased capital expenditure on infrastructure projects to build back medium-term demand and aggressively implemented supply-side measures to prepare the economy for a sustained long-term expansion. Government initiative for recovering economic momentum and the likely long-term benefits of supply-side reforms in the pipeline, the Indian Economy is in a good position to witness GDP Growth of around 8.0% to 8.5% in 2024-25.

DIVIDEND:

Board of Directors of the Company recommend payment of final dividend @ 20 % i.e. '2.00 per equity share of '10/- each, subject to approval of shareholders at the forthcoming AGM.

The dividend, if approved would result in a cash outflow of '2.28 crores. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') the Board of Directors of the Company (the 'Board') formulated and adopted the Dividend Distribution Policy (the 'Policy').

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year. The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting ('AGM').

SAFETY:

The Company is committed for the implementation of the best possible practices for ensuring the safety of its all stakeholders including employees and contractors. The Company strongly believes that providing safe & healthy working environment to its workforce is not only a statutory requirement but also its moral responsibility.

The Company has developed safety standards, SOPs and safety manual systems and procedures which addresses employee safety, occupational health, process safety and emergency preparedness.

The Company has a structured system for periodically review policies, objectives and targets for continual improvements through corrective and preventive actions and provides safe and healthy working for all by implementing "Zero Accident" policy.

MATERIAL CHANGES AND AMENDMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNALS:

During the period under review there were no significant and material orders passed by the Regula-tors/Courts or Tribunals impacting the going concern status of the Company and its operations in future. However, Members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review there is no change in nature of business of the Company.

CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer Books of the Company will be closed with effect from Saturday September 21,2024 to Friday September 27, 2024 (both days inclusive) for the purpose of Dividend & Annual General Meeting.

TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire amount of profit, remaining after payment of dividend, for FY 2022-23 in the statement of profit and loss.

SHARE CAPITAL:

The Authorized Share Capital of the Company is '12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 Equity Shares of '10/- each. As on March 31,2024 the paid-up share capital of the Company is '11,40,00,000 (Rupees Eleven Crores and Forty Lacs only) divided into 1,14,00,000 Equity Shares of ' 10/- each. During the year your Company has not issued any equity shares.

DEPOSITS:

During the year, the Company has not accepted any 'Deposits' as defined under the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sunita Dalmia (DIN- 00605973), Non-Executive Promoter Director, retires by rotation at the forthcoming Annual General Meeting and Being eligible, offers herself for re-appointment. Members' approval is being sought at the ensuing Annual General Meeting for her reappointment. Your Directors recommend her re-appointment.

Accordingly Members' approval is being sought at the ensuing AGM for her appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on 31st March, 2024:

i. Mr. Y.K.Dalmia, Managing Director

ii. Mr. Gagan Goyal, Executive Director

iii. Mr. M.K.Hati, Chief Financial Officer

iv. Mr. A.N.Khatua, Company Secretary

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

LOANS AND ADVANCES IN WHICH DIRECTORS ARE INTERESTED:

The Company has not provided any loans and advances to any firms/companies in which Directors are interested under the provisions of Section 186 of the Companies Act, 2013.

CREDIT RATING:

Credit Rating Agency M/S ICRA Limited has upgraded our Bank Loan facilities rating as follows:

1. Long term facility- (ICRA) BBB (Stable).

2. Short term facility- (ICRA) A3

AUDITORS REPORT & AUDITORS' OBSERVATION:

There is no audit qualification in the Company's Financial Statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors' Report enclosed are self-explanatory and do not call for any further comments.

STATUTORY AUDIT:

The Board of Directors on recommendation of Audit Committee, at their meeting held on 23.07.2022, had recommended appointment of M/S. GARV & Associates (Formerly- Rustagi & Co.), Chartered Accountants, Kolkata (ICAI Firm Registration Number -301094E) for a period of 5 years to hold office from the conclusion of Thirty first (31st) Annual General Meeting until the conclusion of thirty first (36th) Annual General Meeting of the Company at such remuneration as may be mutually agreed by the Board of Directors of the Company and the Auditors.

The Statutory Auditor M/S. GARV & Associates (Formerly- Rustagi & Co.), Chartered Accountants, Kolkata has submitted an Audit Reports with certain observations for the financial year 2023-24. No frauds were detected by the Auditor during the financial year.

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility except in respect of property, plant and equipment, valuation of inventories and payroll related records.

COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with rules made there under, the Board has re-appointed M/S. A S & Associates, Cost Accountants (Registration No-000523) to audit the Cost Accounts of the Company for the year ending 31st March, 2024.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March, 2023 with the Central Government by filing Form CRA-4 vide SRN-F69329977 dated 19.10.2023.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Shruti Agarwal, Company Secretary in practice, Kolkatta to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure I". The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks for the year under review.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is as described in the Corporate Governance Report.

LISTING FEES:

The shares of the Company are listed at Bombay Stock Exchange and Calcutta Stock Exchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.

The respective listing fees for the above Stock Exchanges up to the year 2024-25 have been paid.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (prevention, prohibition and Redressal) Act, 2013 and the Rules framed there under. It has constituted an internal Complaint Committee in compliance with the above mentioned Act and Rules. During the Financial Year 202324, no complaint has been received.

SAFETY, HEALTH & ENVIRONMENT:

The Company is committed to provide a safe and healthy working environment and achieving an injury and illness free work place. During the year under review, there was no lost time injury incident reported.

RECONCILIATION OF SHARE CAPITAL:

As directed by Securities Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out quarterly by a practicing Company Secretary. The findings of the Reconciliation of Share Capital were satisfactory.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirm that;

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(iii) They have 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;

(iv) They have prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

NUMBER OF BOARD MEETINGS DURING F.Y. 2023-24:

During the FY 2023-24 the number of meeting of Board of Directors of the Company comes to 5(five). The details of the number of meetings of the Board held during the financial year forms part of the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The prescribed details as required Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure 'A' forming part of this report.

ACKNOWLEDGMENTS:

Your Directors wish to thank all stakeholders, employees and business partners and Company's Bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

INDEPENDENT DIRECTORS' DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(B) of the SEBI Listing Regulations, that he/she meets the criteria of Independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the Data Bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

NOMINATION & REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The objective of the remuneration policy is to enable the Company to attract, motivate, and retain qualified industry professionals for the Board of Management and other executive level in order to achieve the Company strategic goals. The remuneration policy acknowledges the internal and external context as well as the business needs and long term strategy. The policy is designed to encourage behaviour that is focused on long-term value creation, while adopting the highest standards of good corporate governance. The Company's Remuneration Policy is available on the company's website https:// www.surajproducts.com

RELATED PARTY TRASACTIONS:

All transactions entered into with related parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm's length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and were within the ambit of clause 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant transactions with related parties during the financial year which were in conflict with interests of the Company. Suitable disclosure as required by the Accounting Standards has been made in the notes to the Financial Statements.

VIGIL MECHANISM POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being

one of the most respected companies, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

WHISTLE BLOWER POLICY:

The Company has a "Whistle Blower Policy" to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The Statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection in terms of Section 136 of the Act, any member interested may write to the Company Secretary and the same will be furnished on request.

CORPORATE SOCIAL RESPONSIBILITY:

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavour to uplift the downtrodden of Society. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc. our company has adopted CSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has in place a Corporate Social Responsibility (CSR) Policy including the CSR activities and their budgets as well as recommendation of any subsequent change/modification to the CSR Policy. The CSR Policy has been posted on the website of the Company available at the link www.surajproducts.com.

The Annual Report on CSR activities is annexed herewith as: Annexure-III.

STATEMENT PURSUANT TO LISTING AGREEMENT:

Your Company's shares are listed with Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. We have paid the Annual Listing Fees and there are no arrears.

PREVENTION OF INSIDER TRADING:

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's 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.

All Board Directors and the designated employees have confirmed compliance with the Code. MANAGERIAL REMUNERATION:

Executive Directors are paid remuneration by way of salary, perquisites and retirement benefits as

recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders of the Company. Key Managerial Personnel and senior Management Personnel are paid remuneration by way of fixed salary. The Company does not have any Stock Option Scheme. No severance pay is payable on termination of appointment.

There are no director who is in receipt of any commission from the Company and who is a managing or whole-time director of the Company.

EXTRACTS OF ANNUAL RETURN IN MGT- 9:

The details forming part of the extract of the Annual Return for the year ended on 31st March, 2024, in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure- II and forms an integral part of this Report.

CORPORATE GOVERNANCE:

The Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate Section on Corporate Governance as approved by the Board on 10.08.2024 and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 form part of this Annual Report.

The Managing Director and the Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of SEBI (LODR) Regulations, 2015 pertaining to MD/ CFO certification for the Financial Year ended 31st March, 2024.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Annual Report.

DISCLOSURES WITH RESPECT TO EMPLYEES STOCK OPTION SCHEME:

The Company does not have any Employee Stock Option Scheme during the period. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place on record our sincere appreciation for the continued support given by the Banks, Government Authorities, customers, vendors, shareholders and depositors during the period under review. The Directors also appreciate and value the contributions made by the employees of our Company at all levels.