Directors Report of Suraj Products Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Report on the business and operations of you
Company along with the Audited Accounts of the company for the year ended 31st March 2025.

FINANCIAL RESULTS:

Particulars	Current Year ( '' In Lac)	Previous Year ( '' In Lac)
Sales and other income	32,690.27	34,544.75
Profit before depreciation	3,545.56	4,814.94
Depreciation	783.48	894.87
Profit for the year	2,762.08	3,920.07
Provision for tax	618.69	1,027.09
Profit after tax	2,143.39	2,892.98
Other comprehensive income	(1.42)	2.26
Dividend Paid	(228.00)	(171.00)
Total Comprehensive Income	1,913.97	2,724.24
Profit brought forward from the previous year	11,351.09	8,626.85
Surplus carried to Balance Sheet	13,265.06	11,351.09
Earning per equity share of ''10 each Basic (in '')	18.80	25.38
Diluted (in '')	18.80	25.38

OPERATIONS AND PERFORMANCE:

The Company achieved Net Sales of ''32,637.27 Lacs as against ''34,467.69 Lacs in the previous
years. The EBITDA for the year was ''3,771.57 Lacs in comparison to ''5,162.48 Lacs in the previous
year. After providing for interest, depreciation and tax, the profit after tax of the Company was
'' 2,143.39 Lacs as against ''2,892.98 Lacs in the previous year, which resulted in EPS of ''18.80 in
the current year compare to previous years'' ''25.38.

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 38,423 MT (Previous Year 37,838 MT) of Sponge Iron,
25,323 MT (previous year 30,426 MT) of Pig Iron, 69,276 MT (previous year 65,532 MT) of MS Billet
and 57,740 MT (previous year- 55,180 MT) of TMT Bars.

TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire amount of profit, remaining after payment of
dividend, for FY 2023-24 in the statement of profit and loss.

DIVIDEND:

Board of Directors of the Company recommend payment of final dividend @ 21 % i.e. ''2.10 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 ''2.39 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.

TRANSFER OF UNCLAIMED DIVIDEND:

In terms of provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments and modifications thereof) no amount of unpaid dividend
has been transferred during the year under review to the Investor Education and Protection Fund.

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'').

FUTURE OUTLOOK:

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 2025-26.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance with
Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management
and Administration) Rule, 2014 is available on the website of the Company.

FORMATION OF 100% WHOLLY OWNED SUBSIDIARY IN ABU DHABI, UAE:

Company has incorporated a 100% Wholly Owned subsidiary in Abu Dhabi (UAE) by the name
SURAJ IRON & STEEL MANUFACTURERS- L.L.C.- S.P.C. dated 07.01.2025.

PURPOSE OF FORMATION OF 100% WHOLLY OWNED SUBSIDIARY:

There is immense opportunity for setting up unit in Abu Dhabi (UAE) for manufacturing of Ferro Alloys
and Green Iron & Steel and Company should take advantage of the opportunity. In order to explore
the opportunity, Company has incorporated a Wholly Owned subsidiary in Abu Dhabi (UAE) by the
name SURAJ IRON & STEEL MANUFACTURERS- L.L.C.- S.P.C.

ACQUISITION OF LAND FOR SETTING UP FACTORY:

We are pleased to inform you that arrangements have been made with KEZAD Group, Khalifa Economic
Zones, Abu Dhabi for allotment of land in ICDA III, Abu Dhabi on lease basis for a period of 50 years
for the purpose of setting up manufacturing facilities for Ferro Alloys and Green Iron & Steel in Abu
Dhabi, UAE for which necessary agreement & other documents has been executed.

INVESTMENT IN ITS 100% WHOLLY OWNED SUBSIDIARY COMPANY IN ABU DHABI, UAE:

The Company proposes to make investments, provide loans or give guarantees or securities to its
subsidiary company Suraj Iron and Steel Manufacturers -L.L.C- S.P.C, which may exceed the prescribed
limits under Section 186(2) of the Companies Act, 2013.

The Board of Directors recommends obtaining shareholders'' approval to authorise the Company to
invest an amount not exceeding ''200 crore (Rupees Two Hundred Crore only) in its subsidiary company,
in one or more tranches, whether by way of equity, debt, convertible instruments, or any other
securities.

DETAILS OF 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 re¬
appointment. 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, 2025:

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.

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.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial Standards, relating to meeting of the

Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries
of India (ICSI)

BOARD MEETINGS:

During the year under review, the Board met four times on: 23.05.2024, 10.08.2024, 04.11.2024, and
on 08.02.2025. The intervening gap between two consecutive Board Meetings was within prescribed
period of 120 days as specified under the provisions of Section 173 of the Act and Listing Regulations.

Following is the attendance of each of the Directors at the meetings held during the period under
review:

Name of the Directors	Attendance	Particulars	Number of other Dire Committee Chairmansh		ctorship and p/Membership
	Board Meetings	Last AGM	Other Directorship	Committee Membership	Committee Chairmanship
Sri C.K.Bhartia	4	Ye s	3	4	3
Sri Y. K. Dalmia	4	Yes	12	2	-
Smt. Sunita Dalmia	4	Yes	11	2	-
Smt. Neha Singhania	4	Yes	-	4	1
Dr. Bhagiratha Mishra	4	Yes	1	-	-
Sri Gagan Goyal	4	Yes	-	1	-

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

SAFETY:

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

The Company has developed safety standards, SOPs and safety manual systems and procedure
which addresses employee safety, occupational health, process safety and emergency preparednes:

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

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

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

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

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

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 20, 2025 to Friday, September 26, 2025 (both days inclusive) for the purpose of
Dividend & Annual General Meeting.

CAPITAL STRUCTURE:

There is no change in the Authorized Share Capital and Paid-up Capital of the Company during the
year under review. 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 31,2025, 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.

LOANS AND ADVANCES IN WHICH DIRECTORS ARE INTERESTED:

During the year under review the Company has not given any loan to any person or other Body
Corporate, not given any guaranty or provided any security in connection with a loan to any other
Body Corporate or person and not acquired by way of subscription, purchase or otherwise, the
securities of any other body corporate.

UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the
Directors of the Company.

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

AUDITOR’S REPORT & AUDITOR’S 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 consecutive years
to hold office from the conclusion of Thirty first (31st) Annual General Meeting until the conclusion of
thirty sixth (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 for the financial year 2024-25. There is no qualifications,
reservations, adverse remark or disclaimer in the Auditors Report.

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.

INTERNAL AUDIT :

At the beginning of each financial year, an audit plan is rolled out with approval of the Company''s
Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of Internal Control

Systems and compliance thereof, robustness of internal processes, policies and accounting
procedures and compliance with laws and regulations. Based on the reports of internal audit, process
owners undertake corrective action in their respective areas. Significant audit observations and
corrective actions are periodically presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 C B A & Associates Chartered
Accountants were appointed as Internal Auditors of the Company for the Financial Year under
review.

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, 2025.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March,
2024 with the Central Government by filing Form CRA-4 vide SRN-F98943913 dated 20.09.2024.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed Shruti Agarwal, Kolkata a Company Secretary in practice to undertake the
Secretarial Audit of the Company for a period of five years.

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 2025-26 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 2024¬
25, 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, 2025, 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, 2025 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. 2024-25:

During the FY 2024-25, the number of meeting of Board of Directors of the Company comes to
4(four). 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.
ACKNOWLEDGEMENTS:

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.
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 Ex¬
change 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, 2025,
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 30.07.2025 and a certifi¬
cate 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,
2025.

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.

On behalf of the Board of Directors

Place: Barpali C. K. Bhartia

Date: the 30th day of July, 2025 Chairman

(DIN-00192694)

---

Mar 31, 2024

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:

	Particulars	Current Year	Previous Year
		( '' In Lac)	( '' In Lac)
	Sales and Other Income	34,544.75	28,530.95
	Profit before depreciation	4,814.94	4465.83
	Depreciation	894.87	894.37
	Profit for the year	3,920.07	3,571.46
	Provision for tax	1027.09	970.65
	Profit after tax	2,892.98	2,600.81
	Other comprehensive income	2.26	9.67
	Dividend Paid	(171.00)	(125.40)
	Total Comprehensive Income	2,721.98	2485.08
	Profit brought forward from the previous year	8,626.85	6,141.77
	Surplus carried to Balance Sheet	11,351.09	8626.85
	Earning per equity share of ''10 each Basic (in '')	25.38	22.81
	Diluted (in '')	25.38	22.81

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.

---

Mar 31, 2023

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 2023.

FINANCIAL RESULTS:
Particulars	Current Year ( ^ In Lac)	Previous Year ( ^ In Lac)
Sales and other income	28,530.95	23,713.93
Profit before depreciation	4,465.83	3,943.62
Depreciation	894.37	857.99
Profit for the year	3,571.46	3,085.63
Provision for tax	970.65	727.71
Profit after tax	2,600.81	2,357.92
Other comprehensive income	9.67	(12.42)
Divided Paid	(125.40)	-
Total Comprehensive Income	2,485.08	2,345.50
Profit brought forward from the previous year	6,141.77	3,796.27
Surplus carried to Balance Sheet	8,626.85	6,141.77
Earning per equity share of ^10 each Basic (in ^) Diluted (in ^)	22.81 22.81	20.68 20.68

OPERATIONS AND PERFORMANCE:

The Company achieved Net Sales of ^28,497.94 Lacs as against ^23,685.23 Lacs in the previous years. The EBITDA for the year was ^4868.19 Lacs in comparison to ^4391.51 Lacs in the previous year. After providing for interest, depreciation and tax, the profit after tax of the Company was ^2600.81 Lacs as against ^2357.92 Lacs in the previous year, which resulted in EPS of ^22.81 in the current year compare to previous years'' ^20.68.

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 32,688 MT (Previous Year 38,706 MT) of Sponge Iron The Company produced 33,682 MT (previous year 20,111 MT) of Pig Iron. The Company produced 35,100 MT (previous year 27,467 MT) of MS Billet. The Company produced 29,180.45 MT (previous year-22,389 MT) of TMT Bars.

FUTURE PROSPECTS:

The Global steel demand is expected to grow by 8% in the year 2023 as a result of economic recovery post COVID-19 pandemic supported by government spending and stimulus packages. 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. With the vaccination programme having covered the majority of the population, 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 2022-23.

DIVIDEND:

Board of Directors of the Company recommend payment of final dividend @ 15 % i.e. ^ 1.50 per equity share of ^10/- each, subject to approval of shareholders at the forthcoming AGM.

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''). The dividend, if approved would result in a cash outflow of ^1.71 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.

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 Regulators/ 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 Monday September 04, 2023 to Monday September 11,2023 (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 31,2023 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:

Following changes in Board of Directors of the Company has been made:

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 re- appointment. Your Directors recommend her re-appointment.

Mr. Yogesh Kumar Dalmia (DIN-00605908) has been re-appointed by the Board of Directors at their meeting held on 29th day of May, 2023, as whole time Director designated as the Managing Director of the Company w.e.f. 1 st day of September, 2023 for a further period of five years, subject to approval of the members at the forthcoming Annual General Meeting. Your Directors recommend his re- appointment.

In terms of Section 149 of the Act, Dr. Bhagiratha Mishra (DIN-08958235) was appointed as an Additional Director by the Board of Directors at their meeting held on 27.03.2023 to hold office till forthcoming Annual General Meeting. The Board considering Dr. Mishra''s experience, technical expertise in fields related to our Industry are of the opinion that his association would be beneficial to the Company, recommends his appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing with effect from 32nd Annual General Meeting upto 37th Annual General Meeting, for approval of the members by way of a Special Resolution at the ensuing AGM of the Company. Your Directors recommend his appointment

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

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on 31st March, 2023:

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 Messrs 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 Messrs GARV & Associates (Formerly- Rustagi & Co.), Chartered Accountants, Kolkata has submitted an un-qualified Audit Reports for the financial year 2022-23 and no frauds were detected by the Auditor during the financial year.

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, 2023.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March, 2022 with the Central Government by filing Form CRA-4 vide SRN-F31618259 dated 20.10.2022.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messers L.N.Panda & Associates, Rourkela a firm of Company Secretaries in practice 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 2023-24 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 2022- 23, 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, 2023, 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, 2023 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. 2022-23:

During the FY 2022-23 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, 2023, 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 29.05.2023 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, 2023.

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.

On behalf of the Board of Directors

Place: Kolkata C. K. Bhartia

Date: 29th day of May, 2023 Chairman

(DIN-00192694)

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Mar 31, 2014

Dear Members,

The Directors have the 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 2014.

FINANCIAL RESULTS :

Current Year Previous Year PARTICULARS (Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 9788.10 8323.08

(ii) Profit before depreciation 435.38 434.54

(iii) Depreciation 263.83 305.72

(iv) Profit for the year 171.56 128.82

(v) Provision for tax 56.88 50.10

(vi) Profit after tax 114.69 78.72

(vii) Profit brought forward from the previous year 1007.60 963.16

(viii) Profit available for appropriation 1122.28 1041.88

(ix) Proposed Dividend 51.31 29.50

(x) Tax on Proposed Dividend 8.95 4.78

(xi) Surplus carried to Balance Sheet 1062.02 1007.60

OPERATIONS :

During the year, the Company produced 28,703 MT and sold 29,566 MT of sponge iron compared to previous year''s production of 24,712 MT and sales of 24,204 MT. The company produced 11,664 MT and sold 11,668 MT of Pig Iron as compared to last year''s production of 9,334 MT and sales of 9,269 MT.

DIVIDEND :

The Board has recommended dividend at 6 % (Six percent) per share i.e. Rs. 0.60 on prorata basis (Previous year Rs. 0.50) per equity share for the year ended 31st March, 2014. The dividend if approved by the shareholders will be paid to those members whose name appears on the Register of Members on the record date. The total outgo on account of Dividend (ex-taxes) will be Rs. 51.31 Lac compared to previous year figure of Rs. 29.5 Lac.

SHARE CAPITAL :

During the year under review, your Company has allotted on preferential allotment basis 55,00,000 (Fifty Five Lacs) Ordinary (Equity) shares of Rs. 10/- each at a price of Rs. 20/- per Equity Share (including a premium of Rs. 10/- per share) to promoters and strategic investors in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time. Consequently, the Issued, Subscribed and paid up Share Capital of the Company stood at Rs. 11,40,00,000/- comprising of 1,14,00,000 Ordinary (Equity) Shares of Rs. 10/- each fully paid-up. During the year the Authorized Share Capital of the Company has been increased from Rs. 600,00,000 (Rupees Six Crores only) divided into 60,00,000 Equity Shares of Rs. 10/- to Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 Equity Shares of Rs. 10/- each by creation of 60,00,000 Equity Shares of Rs. 10/-.

DIRECTORS:

Mrs. Sunita Dalmia (DIN- 00605973), Non-Executive Promoter Director who is liable to retire by rotation at the ensuing Annual General meeting and, being eligible, offer herself for re-appointment. Your Directors recommend her reappointment.

SECRETARIAL AUDITOR:

The company has appointed L.N.Panda & Associates, Company Secretaries, Rourkela, Odisha (under Section 204 of Companies Act 2013) for the financial year 2014-15. Mr. L.N.Panda has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013, for the year 2014-15.

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.

AUDITORS:

M/s Rustagi & Co., Chartered Accountants (Reg. No.301094E), Kolkata retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

LISTING:

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

The respective listing fees for the above Stock Exchanges up to the year 2014-15 have been paid.

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.

PERSONNEL :

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company Confirm that;

(i) in the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departures from the same;

(ii) the Directors 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 or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care, to the best of their for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on going concern basis.

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure ''A'' forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report:

(i) Report on Corporate Governance - (Annexure ''B'');

(ii) Management Discussion & Analysis Report - (Annexure ''C'').

AUDITORS:

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs Rustagi & Company, Chartered Accountants (Reg. No.301094E), Kolkata, the existing Auditors of the Company have given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and other business associates including various agencies of the Central and State Governments and Bankers.

On behalf of the Board of Directors

Place: Barpali Y. K. Dalmia Date: 09.08.2014 Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors have the 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 2013.

FINANCIAL RESULTS:

Current Year Previous Year PARTICULARS (Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 8323.08 9331.48

(ii) Profit before depreciation 434.54 515.68

(iii) Depreciation 305.72 325.79

(iv) Profit for the year 128.82 189.89

(v) Provision for tax 50.10 56.56

(vi) Profit after tax 78.72 133.33

(vii) Profit brought forward from the previous year 963.16 891.54

(viii) Profit available for appropriation 1041.88 1024.87

(ix) Proposed Dividend 29.50 53.10

(x) Tax on Proposed Dividend 4.78 8.61

(xi) Surplus carried to Balance Sheet 1007.60 963.16

OPERATIONS:

During the year, the Company produced 24712 MT and sold 24204 MT of sponge iron compared to previous year''s production of 30532 MT and sales of 29834 MT. The Company produced 9334 MT and sold 9269 MT of Pig iron as compared to last year''s production of 9978 MT and sales of 10079MT. The production continues to suffer for raw material constraints due to mining problem.

DIVIDEND:

The Board has recommended dividend at 5 % (Five percent) per share i.e. Rs. 0.50 (Previous year Rs. 0.90) per equity share for the year ended 31st March, 2013. The dividend if approved by the shareholders will be paid to those members whose name appears on the Register of Members on the record date. The total outgo on account of Dividend (ex-taxes) will be Rs. 29.5 Lac compared to previous year figure of Rs. 53.10 Lac.

FINANCE:

The market for steel has remained sluggish and therefore sponge iron market was subdued. The price of sponge iron decreased in the later part of the year. Earning per share has decreased to Rs. 1.33 as compared to previous year (Rs. 2.26) In order to meet the long term working capital requirements; it is proposed to make issue of equity shares on preferential allotment basis to promoters and strategic investors.

DIRECTORS:

Sri R.PAgarwal who retires by rotation & being eligible offer himself for re-appointment. Sri Y.K.Dalmia has been reappointed as the Chairman of the Company for a period of five years with effect from September 01, 2013 subject to the approval of share holders at the ensuing Annual General Meeting.

LISTING:

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

The respective listing fees for the above Stock Exchanges up to the year 2013-14 have been paid.

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.

PERSONNEL:

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company Confirm that;

(i) in the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departures from the same;

(ii) the Directors 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 or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care, to the best of their for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on going concern basis.

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure ''A'' forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report:

(i) Report on Corporate Governance - (Annexure ''B'');

(ii) Management Discussion & Analysis Report - (Annexure ''C'').

AUDITORS:

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs Rustagi & Company, Chartered Accountants, Kolkata, the existing Auditors of the Company have furnished the certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITOR:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filled the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, appointed M/S Tanmaya S. Pradhan & Co. Cost Accountants, bearing firm registration No. 000177, as cost auditor for conducting the cost audit for the financial year 2013-14 in place of the existing Cost auditor, M/S Ray, Nayak & Associates, who have furnished No objection Certificate in regard to above appointment.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and other business associates including various agencies of the Central Government and State Governments and Bankers.

On behalf of the Board of Directors

Place: Barpali Y. K. Dalmia

Dated: the 28th day of August, 2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report along with the Audited Accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS: Current Previous

Year Year

(Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 5604.72 6189.35

(ii) Profit before depreciation 531.27 433.32 (iii) Depreciation 325.90 231.80

(iv) Profit for the year 205.37 201.52

(v) Provision for tax 64.00 72.96

(vi) Profit aftertax 141.37 128.55

(vii) Profit brought forward from the previous year 745.66 617.10

(viii) Profit available for appropriation 887.02 745.66

(ix) Proposed Dividend 41.30 -

(x) Tax on Proposed Dividend 7.02 -

(xi) Surplus carried to Balance Sheet 838.70 745.66

OPERATIONS

During the year, the Company produced 24367 MT of sponge iron compared to 21285 MT of previous year. The production of Pig Iron for the year was 8612 MT as compared to last years production of 4594 MT. The production was constrained due to difficulty in procurement of desired grade of raw materials i.e. coal & iron and adverse logistic conditions from mines area during the year.

Sales of Sponge iron during the year totaled to 24729 MT compared to 21116 MT of previous year. Pig iron sales during the year totaled to 8485 MT in comparison to last years sale of 4890 MT. Companys focus on the quality consistency and better marketing strategies contributed to higher profitability. The same resulted to an EPS of Rs. 2.40.

DIVIDEND

Your Directors recommend payment of maiden dividend at 7% (seven percent) i.e. Re. 0.70 per equity share for the year ended 31st March, 2010. The dividend if approved will be paid to those members whose name appears on the Register of Members on the record date.

DIRECTORS

Sri S.N. Kabra retires by rotation & being eligible offer himself for re-appointment and Mr. Dillip Kumar Agarwal has resigned from the Board effective from 01.07.2010.

LISTING:

The company has received in-principle approval for revocation of suspension in trading in the Companys shares from Bombay Stock Exchange Ltd. The Company has completed all the requirements of the Bombay Stock Exchange and trading in Companys shares are likely to be resumed shortly. The shares of the Company are also listed at Calcutta Stock Exchange Limited and Bhubaneswar Stock Exchange Limited. Board has approved at its meeting held on 30.07.2010 for delisting of shares from Bhubaneswar Stock Exchange Ltd. voluntarily to save resources.

PERSONNEL

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company

Confirm that;

(i) In the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departure from the same;

(ii) The Directors 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 or loss of the company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on going concern basis.

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure A forming part of this report.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report

(i) Report on Corporate Governance - (Annexure B);

(ii) Management Analysis Report - (Annexure C).

AUDITORS

The Auditors, M/s Rustagi & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, are eligible, for reappointment.

ACKNOWLEDGEMENT

Your Directors are pleased to place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Canara Bank, SIDBI, Government Authorities, Shareholders, Customers and suppliers. They take this opportunity to record their appreciation of the contribution made by all the employees to the operations of the company during the year.



On behalf of the Board of Directors

Place : Barpali Y. K. DALMIA

Date: 30.07.2010 Chairman