Directors Report of Surya India Ltd.

Mar 31, 2024

Your directors are pleased to present the 39^th Annual Report on the business and operations of
the Company, together with the audited financial results of the Company for the financial year
ended 31^st March, 2024.

1. Financial Results

The summary of the Company''s financial performance for the Financial Year ended 31^st March
2024 as compared to the previous financial year ended 31^st March, 2023 are summarized below:

(Amount in INR I akhs except FPS)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operations	454.10	430.35
Other Income	1,026.02	4.32
Total Revenue	1,480.12	434.67
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,240.11	167.75
Less: Depreciation	85.30	85.30
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1,154.81	82.45
Less: Finance Costs	3.22	3.15
Profit /loss before Exceptional items and Tax Expense	1151.59	79.30
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	1151.59	79.30
Current tax	219.82	15.51
Deferred tax	3.08	5.70
Profit/ (loss) after Tax (I)	928.69	58.09
Other Comprehensive Income net of taxes (II)	(1,763.35)	(621.19)
Total Comprehensive Income for the year (I II)	(834.66)	(563.10)
Transfer to General Reserve	-	-
Other Equity	11,611.45	12,446.11
Earnings Per Share (EPS) - Basic & Diluted (in INR.)	13.29	0.83

2. Financial Performance/ Operational Review

The audited financial statements of the Company, which forms part of Annual Report, have been
prepared in all material aspects, in accordance with the Indian Accounting Standards

(hereinafter referred to as the ''Ind AS'') as notified by Ministry of Corporate Affairs pursuant to
Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting
Standards), Rules, 2015 and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The highlights of the Company''s performance are as under:

Our total Revenue for the financial year 2023-24 was Rs. 1,480.12 lakh as against Rs. 434.67 lakh
for the previous financial year showing an increase of 240.51% in the current financial year in
comparison to the corresponding previous year.

Our Profit before tax for the financial year 2023-24 was Rs. 1,151.59 lakh as against the Profit of
Rs. 79.30 lakh for the previous financial year.

Our Profit after tax for the financial year 2023-24 was Rs. 928.69 lakh as against the Profit of Rs.
58.09 lakh for the previous financial year.

Our total comprehensive income for the financial year 2023-24 was Rs. (834.66) lakh as against
Rs. (563.10) lakh for the previous financial year.

3. Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year of the Company to which these
Financial Statements relate and the date of this report.

4. The state of the Company''s affairs

The Company is primarily engaged in the business of purchase or otherwise deal in real estate
lands, houses, buildings, sheds and other fixtures on land and buildings and to let them out on
rent, contract or any other agreement as may be deemed fit or to buy and sell lands, houses,
apartments to any person on such terms and conditions as may be deemed fit or to hold,
maintain, sell, allot houses, apartments, sheds, or buildings thereof to the shareholders or to any
other person and to carry on the business of builders, contractors, surveyors.

5. Dividend

In order to conserve resources for the future, no Dividend is recommended for the year under
review.

6. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the financial year 2023-24, no amount was pending/ required to be transferred to the
Investor Education and Protection Fund (IEPF) by the Company.

7. Transfer to reserves

During the financial year 2023-24, your directors do not propose any amount to be transferred
to the general reserves of the Company. The balance of other equity at the end of the financial
year is Rs. 11,611.45.

8. Share capital and listing of shares

During the financial year 2023-24, there was no change in the equity share capital of the
Company.

The Company has not issued any shares with differential rights or sweat equity shares.

Following are the details of the Authorized, Issued, Subscribed and Paid-up Share Capital of the
Company as on 31^st March, 2024:

The Authorized share capital of the Company is Rs. 782 lakh divided into 78,20,000 (Seventy
Eight Lakh Twenty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid-up capital of the Company is Rs. 698.58 lakh divided into
69,85,832 (Sixty Nine Lakh Eighty Five Thousand Eight Hundred Thirty Two) equity shares of Rs.
10/- (Rupees Ten only) each.

The above-mentioned equity shares of the Company are listed on Bombay Stock Exchange (BSE)
Limited with scrip code "539253".

9. Change in the nature of business

During the financial year 2023-24, the Company has not commenced any new business or
discontinued/ sold or disposed of any of its existing businesses or hived off any segment or
division.

10. Details of Directors who were appointed or have resigned during the year

During the Financial Year 2023-24, following changes were took place in the composition of the
Board of Directors of the Company:

In Accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Priyanka
Agarwal (DIN: 01989753), Wholetime Director of the Company, who is liable to retire by
rotation, was reappointed by the shareholders of the Company in 38^th Annual General Meeting
held on 30^th day of September, 2023.

Changes after the closure of Financial Year:

Re - appointment:

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Manohar Lal Agarwal, (DIN:00290780), Non -Executive Non -
Independent Director of the Company, retires by rotation at the ensuing Annual General

Meeting and being eligible, offers himself for re-appointment. Brief resume of Mr. Manohar Lal
Agarwal, nature of expertise in specific functional area and the name of the companies in which
he holds the Directorship etc. is given in the notice convening the Annual General Meeting.
Members are requested to refer the Notice of the ensuing AGM for brief profile and other
related information of Director seeking re-appointment.

Further, the board hereby informs that as per the provisions of section 164 of the Companies
Act, 2013, none of the above-mentioned directors are disqualified or are being debarred by
Board (SEBI) or any other authorities from being appointed/ re- appointed.

11. Details of Key Managerial Personnel who were appointed or have resigned during the year

During the financial year 2023-24, following changes took place in the Key Managerial Personnel
of the Company:

Inductions:

Ms. Pooja (M. No. 67011) was appointed as Company Secretary and Compliance Officer, Key
Managerial Personnel of the Company w.e.f. 11th day of August 2023.

Cessation:

Ms. Jagriti Aggarwal (Membership No. A45455), Company Secretary & Compliance Officer, Key
Managerial Personnel, has resigned from the company w.e.f. 30^th day of May 2023.

12. Independent directors and statement regarding opinion of board with regard to integrity,
expertise and experience (including proficiency) of Independent Directors appointed
during the year

The Company maintains the requisite number of Independent Directors as required under
Section 149(4) of the Companies Act, 2013 ("the Act") and Regulation 17 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there was no change in compositions of Board of Directors of the
Company. In the opinion of the Board, all the independent directors of the Company are person
of integrity and possess relevant expertise and experience (including the proficiency) and fulfils
the conditions specified in the Companies Act, 2013 and the rules made thereunder read with
the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they are independent of the management of the Company.

13. Statement on declaration of independence and statement on compliance of code of
conduct given by independent directors

During the financial year 2023-24, all the Independent Directors of the Company have submitted
the declaration of independence, pursuant to the provisions of Section 149(7) of the Companies
Act, 2013 ("the Act") and Regulation 25(8) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), confirming
that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the
Act read with Regulation 16(1)(b) of Listing Regulations and have also complied with the code of
conduct for Independent Directors prescribed in Schedule IV to the Act.

Further, as per Regulation 25(8) of the Listing Regulations, the independent directors have
stated that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

The Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with
the Independent Director''s database as prescribed under the Act.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles,
responsibilities in the Company, nature of industry in which the Company operates, the business
model of the Company, etc. The details relating to the familiarization programme of
Independent Directors are placed on the website of the Company under Investor Information
segment of Corporate Governance and can be accessed using the below link:

https://www.suryaindialtd.com/policies.html (click on Policy of Familiarization Programme for
Independent Directors)

14. Number of meetings of the board of directors

During the year under review, the Board of Directors met 5 (Five) times. For details of the
meetings of the Board, please refer to the Corporate Governance Report, which forms an
integral part of this Annual Report.

15. Number of meetings of the committee''s

The details of the committee meetings held during the financial year 2023-24 are given in a
separate section of Corporate Governance Report, which forms a part of this Annual Report.

16. Composition of committees

During the financial year 2023-24, following was the composition of the committees of the
Board:

Audit Committee

During the Financial Year 2023-24, the Audit Committee comprised of three members, the
details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Ganesh Dass Aggarwal	01547790	Chairman	Non-Executive Independent Director
Mrs. Preeti Agarwal	00011450	Member	Executive Director
Mr. Ratnesh Kumar	09600213	Member	Non-Executive Independent Director

The composition of the Audit Committee and terms of reference meets the requirement of
Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to
time.

Further, details including number and dates of meeting of the Audit Committee are given in the
Corporate Governance Report, which forms an integral part of this Annual Report.

Nomination and Remuneration Committee

During the Financial Year 2023-24, the Nomination and Remuneration Committee comprised of
three members, the details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Ratnesh Kumar	09600213	Chairman	Non-Executive Independent Director
Mr. Manohar Lal Agarwal	00290780	Member	Non- Executive Non¬ Independent Director
Mr. Ganesh Dass Aggarwal	01547790	Member	Non-Executive Independent Director

The composition of the Nomination and Remuneration Committee and terms of reference
meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the details including number and dates of meeting of the Committee are given in the
Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

During the Financial Year 2023-24, the Stakeholders Relationship Committee comprised of
three members, the details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Manohar Lal Agarwal	00290780	Chairman	Non-Executive Non¬ Independent Director
Mr. Ganesh Dass Aggarwal	01547790	Member	Non-Executive Independent Director
Mr. Ratnesh Kumar	09600213	Member	Non- Executive Independent Director

The composition of the Stakeholders Relationship Committee and terms of reference meets the
requirement of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Further, the details including number and dates of meeting of the Committee are given in the
Corporate Governance Report, which forms an integral part of this Report.

17. Company''s policy on appointment and remuneration of directors and key managerial
personnel

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 read with Part D of Schedule II, the
Board on recommendation of Nomination and Remuneration Committee (NRC) of the Company
has formulated "Company''s Policy on Appointment and Remuneration of Directors" which deals
with appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel.

Further, Section 134 of the Act stipulates that the Board''s Report of the company is required to
include a statement on company''s policy on Appointment and Remuneration of Directors
including criteria for determining qualifications, positive attributes, independence of director
and remuneration for KMPs and other employees ("the Policy").

Provided further that where the policy is made available on the company''s website, it shall be
sufficient compliance of the requirements under such clauses if salient features of the policy and
changes therein are specified in brief in this report and the web address is indicated therein at
which the complete policy is available.

The said policy is available on the website of the Company and web- link thereto is
http://www.suryaindialtd.com/policies.html (click on Policy on Appointment and
Remuneration). The said policy is stated in the corporate governance report which forms an
integral part of this report.

The salient features of the policy are:

• A person should possess adequate qualification, expertise and experience in their
respective fields as per the position he/ she is considered for appointment. The
Committee has the discretion to decide whether qualification, expertise and experience
possessed by a person is sufficient/ satisfactory for the concerned position.

• A person should be a person of high integrity, ethical standards, devote sufficient time to
the Company, and have the required skills, expertise and experience and shall perform
duties in a bona-fide manner; and

• A person shall have personal, professional or business standing;

The company has made certain changes in the existing policy. The criteria for determining
qualification, positive attributes and independence of director has been elaborated in order to
bring more clarity and in order to ensure that the policy is in line with the existing laws, rules,
regulations and current market scenario.

Remuneration: Remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long- term performance
objectives appropriate to the working of the company and its goals.

18. Formal annual evaluation of board performance, its committees and individual directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Clause VII & VIII
of Schedule IV of the Act and Regulation 17(10) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and other applicable regulations, read with SEBI Circular on
Guidance Note on Board evaluation having No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5^th
January, 2017, the Nomination and Remuneration Committee ("the Committee") of the
Company has devised "Policy on evaluation of performance of directors and the board" to
evaluate the performance of Independent Directors, Board, Committees and other Individual
Directors. The said policy can be accessed from the website of the company at
https://www.suryaindialtd.com/policies.html (Click on Policy on evaluation of performance of
Directors and the Board).

The evaluation is carried out through a structured questionnaire. The Nomination and
Remuneration Committee and the Board expressed their satisfaction with the evaluation
process and the results thereof.

The performance evaluation of the Board, its Chairman and the Non-Independent Directors
were carried out by the Independent Directors at their separate meeting on the basis of
following parameters, namely, qualifications and experience, attendance and participations at
meetings of the Board and committees thereof, initiative in raising concerns to the Board,
contribution to strategic decision making, initiative in terms of new ideas and planning etc. and
were found satisfactory and there was transparent information flow from the management.

The Directors expressed their satisfaction with the overall evaluation process.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the director being evaluated. The criteria for evaluation included qualification and
experience, attendance and participations in the meetings, initiative in raising of concerns to the
Board, rendering independent, unbiased opinion and resolution of issues at meetings, safeguard
of confidential information etc.

19. Directors'' responsibility statement

Pursuant to requirement under clause (c) of sub-section (3) and sub-section (5) of Section 134 of
the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

ii) the directors had 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/ loss of Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a "going concern basis."

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

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

20. Corporate governance report

The Company is committed to adhere the requirement of Corporate Governance as laid down in
Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended
from time to time. The report on Corporate Governance as stipulated under the Regulation 34(3)
read with Para C of Schedule V of Listing Regulations is presented in separate section, which
forms an integral part of this Report and is marked as Annexure- I.

Certificate from the Statutory Auditors of the company i.e. M/s P. R. Kumar & Co., Chartered
Accountants, confirming the compliance with the conditions of corporate governance as
stipulated under under Para E of Schedule V of the Listing Regulations is attached to this report
as Annexure- II.

21. Management discussion and analysis report

Pursuant to Regulation 34(3) read with Para B of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report
containing information inter-alia on industry structure and developments, your Company''s
performance, future outlook, opportunities and threats etc. for the financial year ended 31^st
March, 2024, is provided in a separate section, forming integral part of this Annual Report and
marked as Annexure- III.

22. Auditors and Auditors'' Report
Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at the 37^th
Annual General Meeting of the Company held on 8^th August, 2022 appointed M/s P. R. Kumar &
Co., Chartered Accountants, having Firm Registration Number: 003186N, as Statutory Auditor of
the Company for a term of 5 (Five) consecutive years to conduct the statutory audit of the
Company for the financial year 2022-2023 to Financial Year 2026-27 and to hold office till the
conclusion of AGM to be held for the financial year 2026-2027.

Independent Auditors Report:

M/s P. R. Kumar & Co., Chartered Accountants, having Firm Registration Number: 003186N,
Statutory Auditors of the Company have submitted their report for the Financial Year 2023-24,
which does not contain any qualification, reservation or adverse remark or disclaimer.

The report of the auditors is attached to the financial statements, which forms a part of this
Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company in its meeting held on 29^th May, 2023, re- appointed M/s P. Kathuria &
Associates, Company Secretaries (CoP: 3086), as the Secretarial Auditor of the Company for a
period of five consecutive years to conduct secretarial audit from the financial year 2023-24 to
financial year 2027- 28 on such terms and conditions including remuneration, scope of Audit etc.
as may be mutually agreed.

Secretarial Auditor Report:

The Secretarial Audit Report in form no. MR- 3, for the financial year ended 31^st March, 2024 is
annexed as Annexure- IV to this report. The Secretarial Auditor Report does not contain any
qualification, reservation or adverse remark or disclaimer.

Internal Auditor

The Board of Directors of your Company in its meeting held on 14^th day of July, 2022 had
appointed Mr. Gulshan Kumar Uttreja, Chartered Accountants, having Membership No. 094149
as internal auditor of the Company for a period of five years to conduct the internal audit of the
Company from financial year 2022-23 to financial year 2026-27.

Internal Auditor Report:

The Internal Auditor submits its report to the Audit Committee on quarterly basis for review,
which is forwarded to Board of Directors for their consideration and necessary action.

23. Maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

24. Annual secretarial compliance report

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and Circular No. CIR/CFD/CMD1/27/2019 dated February 8,
2019 (as amended from time to time) issued by SEBI, the Company has obtained and submitted
the Annual Secretarial Compliance Report, issued by M/s. P. Kathuria & Associates (CoP: 3086),

Company Secretaries with BSE Limited, confirming compliances with applicable SEBI regulations,
circulars and guidelines.

25. Details in respect of frauds reported by auditors under section 143(12) of the Companies
Act, 2013

During the financial year 2023-24, in terms of Section 143(12) of the Act, the Auditors of the
Company have not reported any frauds to the Audit Committee or the Board of the Company.

26. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review. Further, there are no deposits unclaimed or
pending in the books of the Company. Hence, the requirement of providing details relating to
deposits and of deposits, which do not comply with Chapter V of the Act, is not applicable.

27. Risk management policy

Business risk evaluation and management is an on- going process within the organization. The
Company has a robust risk management framework to identify, monitor and minimize risks as
also identify business opportunities.

The objectives and scope of the risk management policy broadly comprises of:

• oversight of risk management performed by the executive management;

• reviewing the Business Risk Management policy and framework in line with local legal
requirements and SEBI guidelines;

• reviewing risks and evaluate treatment including initiating mitigation actions and
ownership as per a pre-defined cycle;

• defining framework for identification, assessment, monitoring, mitigation and reporting
of risks.

Risk management philosophy is to adopt an independent holistic approach to manage
uncertainties from all quarters that is "enterprise-wide risk management".

Three critical elements on which the enterprise risk management framework is build are as
follows:

• creating a clear direct line of sight from risk management to investor''s value;

• implementing a process to protect investor''s value; and

• building the organizational capability to ensure strategic risk management.

In the opinion of the board of directors of the Company, there are no major risk, which may
threaten the existence of the Company.

The risk management policy of the Company can be accessed from the website of the Company
at https://www.suryaindialtd.com/policies.html (Click on Risk Management Policy).

28. Extracts of annual return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, a copy of Annual Return
in form MGT- 7 is being placed on the website of the Company under Investor Information
segment of Corporate governance section and can be accessed using the below link:
https://www.suryaindialtd.com/investor.html

29. Transactions with related party

All the transactions that are entered into with the related parties are placed before the Audit
Committee of the Company for its approval. An omnibus approval from the Audit Committee
was obtained in the first meeting for the related party transactions which are repetitive in
nature. In case of transactions which are unforeseen or in respect of which complete details are
not available, the Audit Committee has granted an omnibus approval to enter into such
unforeseen transactions, provided the transaction value does not exceed Rupees One crore per
transaction. The Audit Committee reviews all transactions entered into pursuant to the omnibus
approvals so granted on a quarterly basis.

Further, the company has also obtained approval from its shareholders in its previous Annual
General Meetings for entering into certain transactions with the related parties for an amount
exceeding the limits as specified under the Act and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, as amended from time to time.

Now, in accordance with the amended provisions of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 read with the circulars issued thereunder, the board of
directors of the Company has proposed various related party transactions entered/ to be
entered into with the related parties during the financial year 2024-25 and up to the date of the
Annual General Meeting to be held for the Financial Year ended 31st March, 2025, for
consideration and approval of the shareholders.

The shareholders are requested to consider and approve the same in the best interest of the
Company.

30. Particulars of contracts or arrangements with related parties referred to in sub- section (1)
of section 188

All transactions with related parties that were entered into during the financial year 2023-24
were on arm''s length basis and in the ordinary course of the business and disclosed in the notes
on Financial Statements. There were some materially significant related party transactions made
by the Company with Promoters, Key Managerial Personnel or other designated persons, which
may have potential conflict with interests of the Company at large. Accordingly, the disclosure of
related party transactions as required under are 134(3)(h) of the Act in Form AOC- 2 is annexed
as Annexure- V. The related party transactions are also disclosed in note no. 34 of the notes to
the financial statements.

The policy on related party transactions is uploaded on the Company''s website and can be
accessed using the link http://www.suryaindialtd.com/policies.html (Click on Policy on Related
Party Transactions)

31. Corporate social responsibility

The Company does not fall under the prescribed criteria of Section 135(1) of the Companies Act,
2013. Therefore, it is not required to constitute CSR Committee and thus is also not required to
develop CSR policy of the Company.

32. Particulars of loans, guarantees or investments under section 186

Particulars of the loan given by the Company are provided in the note no. 7 to the Audited
Financial Statements.

The details of investments made by the Company as at 31st March, 2024 are provided in the
note no. 3 to the Audited Financial Statements.

Further, the Company has not given any guarantee to any person during the financial year under
review.

33. Disclosure under rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The information required pursuant to section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the ratio of
remuneration of each director to the median remuneration of the employees of the company
for the financial year 2023-24 along with other details as mentioned in the said sub- section are
annexed as "Annexure- VI".

A statement containing particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in "Annexure- VII", which forms an integral
part of this Annual Report.

34. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars of conservation of energy, technology absorption and Foreign exchange earnings
and outgo are as under:

a. Conservation of energy:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: Nil

iii. the capital investment on energy conservation equipment''s: Nil

b. Technology absorption:

i. the efforts made towards technology absorption: Nil

ii. the benefits derived: Nil

iii. in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):

a. the details of technology imported: Nil

b. the year of import: Nil

c. whether the technology been fully absorbed: Nil

d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Nil

iv. the expenditure incurred on Research and Development: Nil

c. Foreign exchange earnings and outgo for the Financial Year 2023-24:

Actual Inflows (Earnings): Nil; Actual outflows (Outgo): Nil;

35. Adequacy of internal financial controls

The Company has an Internal Financial Control System, which is commensurate with the size,
scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.

36. Litigation

No material litigation was outstanding as on 31^st March, 2024. Details of litigation on tax
matters, if any, are disclosed in the notes on Financial Statements.

37. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operation in future

During the financial year 2023-24, there were no significant and material orders passed by the
regulators or courts or tribunals, Statutory or quasi-judicial body impacting the going concern
status and the Company''s operations in future.

38. Vigil mechanism/ whistle blower policy

In accordance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Company has formulated a Vigil Mechanism
framework to address the genuine concerns or grievances, if any, of the directors and employees
of the Company. The details of Vigil Mechanism/ Whistle Blower Policy are stated in the
Corporate Governance Report, which is annexed to this Report. The policy is uploaded on the
website of the Company and can be accessed through the below mentioned link:

http://www.suryaindialtd.com/policies.html (Click on Whistle Blower Policy)

39. Prevention of insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, Insider Trading Prohibition Code as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any price sensitive information and to prevent any
insider trading activity by dealing in shares of the Company by its Key Managerial Personnel,

Directors, designated employees and other employees. The code is uploaded on the website of
the Company and can be accessed through the below mentioned link:

http://www.suryaindialtd.com/policies.html. (Click on Insider Trading Prohibition Code)

40. Disclosure as per the Sexual harassment of women at workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company is committed for providing and promoting a safe and healthy work environment to
its employees and other people at its workplace. The Company has zero tolerance towards
sexual harassment at the workplace and has adopted a ''Prevention of Sexual Harassment policy
(POSH) that is in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for
prevention and redressal of complaints of sexual harassment at workplace, alongwith a
structured reporting and redressal mechanism. The Company has complied with the provisions
relating to the constitution of Internal Complaints Committee, known as the POSH Committee,
to inquire into complaints of sexual harassment and recommend appropriate action. The POSH
policy is displayed on the Company''s website and is communicated to employees through e¬
mails, communication campaigns and other channels from time to time.

Further, the Company has not received any complaint on sexual harassment during financial
year 2023-24.

41. Subsidiary/ associate/ joint venture companies

As on 31^st March, 2024, the Company does not have any subsidiary company within the meaning
of section 2(87) of the Act or any associate company within the meaning of section 2(6) of the
Companies Act, 2013 or joint venture company.

42. Performance and financial position of subsidiary/ associate/ joint venture companies

Since the company does not have any subsidiary/ associate/ joint venture, thus, as per the
provisions of Section 129(3) of the Companies Act, 2013, a separate statement in form AOC- 1,
containing the performance and financial position of the subsidiaries/ associate/ joint venture
company is not required to be annexed to this report.

43. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions

The Company has not taken any loan from bank or financial institution. Therefore, no such
details are furnished here.

44. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016

The Company has neither made any application nor there is any proceeding which is pending
under the Insolvency and Bankruptcy Code, 2016 against the Company.

45. Loan from directors or relatives of director of the Company

During the period under review, the company has not accepted/ received any amount from the
person who at the time of receipt of the amount was a director of the Company or relative of
the Director of the Company.

46. Compliance with secretarial standards

The Secretarial Standards (SS) i.e. SS-1 & SS-2, as issued by the Institute of Company Secretaries
of India, relating to meetings of the Board of Directors and General Meetings, respectively, have
been duly followed by the Company.

47. Listing fees

The equity shares of the Company are listed on BSE Limited with scrip code 539253. The
Company confirms that the annual listing fees to BSE Limited for the financial year 2023-24 and
2024-25 have been duly paid.

48. Acknowledgements

The Directors wish to record their sincere gratitude to the valued customers, vendors, investors
and partners, business associates, SEBI, BSE Limited, Ministry of Corporate Affairs, Registrar of
Companies, other government and regulatory authorities and the Company''s bankers for the
ongoing support for the continuous co-operation, support and assistance extended by them. We
place on record our appreciation of the commitment, dedication and hard work put in by
employees of the Company.

The Board also wish to place on record once again, their appreciation for the contribution made
by the workers, staff and executives at all levels, to the continued growth and prosperity of the
Company. The overall industrial relations remained cordial at all the establishments.

For and on behalf of the Board of Directors of
Surya India Limited

Preeti Agarwal Priyanka Agarwal

Managing Director Wholetime Director

DIN: 00011450 DIN: 01989753

Add: J-15, Hauz Khas Enclave, Add: J-15, Hauz Khas Enclave,

New Delhi-110016 New Delhi-110016

Date: 05.09.2024
Place: New Delhi

---

Mar 31, 2014

Dear Members,

The Directors of your Company are pleased to present the Audited Financial Statements of the Company for the financial year ended on 31st March, 2014.

Financial Results

The financial Results of the Company are summarized below:

(Amount in Lacs)

Particulars Financial Financial year year 2013-2014 2012-2013

Total Revenue 520.91 381.01

Profit before Depreciation 383.27 244.62

Less: Depreciation 39.69 34.33

Profit before Tax 343.58 210.29

Provision for Tax(Net) 49.62 58.55

Profit after Tax 293.96 151.74

Transfer to Statutory Fund 58.79 30.35

Dividend

Keeping in view of the fund requirements of the Company and business scenario, your Board proposes to plough back the profits in business of the Company and create reserve for the Company. As a matter of this, your board does not recommend any dividend for the financial year 2013-14.

Directors

During the Financial Year 2013-14, there is no change in the directorship of the Company. Mr. Ram Babu Goyal has resigned from the post of director of the Company w.e.f. 11/08/2014. The Board of Directors placed on record its sincere appreciation to the contribution rendered by him towards the growth of the Company during their association with the Company

Proposals for the re-appointment of Mrs. Preeti Agarwal as Managing Director, Mrs. Priyanka Agarwal as Whole Time Director, Mr. Ganesh Dass Agarwal and Mr. Kishan Behari Jain as Independent Directors have been included in the Notice of the Annual General Meeting for your approval.

Deposits

The Company has not accepted any fixed deposits from the Shareholders/ public during the year under review within the meaning of Section 58A of the Companies Act, 1956.

Investment

At the end of the year under review, your Company has invested total amount of Rs. 221.56 lacs in both, trade and non-trade investment.

Auditors

M/s P. R. Kumar & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of this ensuing Annual General Meeting and are eligible for re- appointment. M/s P. R. Kumar & Co., the Statutory Auditors, have given their consent for re-appointment under section 139(1) of the Companies Act, 2013 and rules framed thereunder and furnished a certificate of their eligibility as prescribed under the provisions of section 141 of the Companies Act, 2013. The members are requested to approve their re-appointment as statutory Auditors of the Company for a period of 3 (three) consecutive years, from the conclusion of ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company to be held for the financial year 2016-17, subject to annual ratification by the members at every Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder and to fix their remuneration.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure 1) and Management Discussion and Analysis Report (Part of the annexure 1) are annexed and form an integral part of this Report.

Auditors' Report

The Auditors' Report along with Notes on Accounts are Self-explanatory and therefore, do not call for any further comments or explanation.

Directors' Responsibility Statements

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statements, it is hereby confirmed:

i) that in preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the Annual Accounts for the financial year ended 31st March, 2014 on a "going concern basis."

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules 1988 is mentioned below:

i) Conservation of Energy

Being Finance & Investment Company, this clause is not applicable for the Company.

ii) Technology Absorption

The prescribed Form-B is not applicable to the Company.

iii) Foreign Exchange earning and outgo

Total Foreign Exchange Earning and Outgo.

Earnings: Nil

Outgo: Rs. 247,970/-

Particulars of Employees

During the year under review there are no employees whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975.

Employees

Employee's relations continue to be cordial during the year.

Acknowledgements

Your Directors wish to record their sincere gratitude for our valued Business associates for the continuous co-operation, support and assistance extended by them. We place on record our appreciation of the commitment, dedication and hard work put in by employees of the Company. We also thank our members for the continued support received from them.

For and on behalf of the Board

Preeti Agarwal Chairman & Managing Director (DIN: 00011450) J-15, Hauz Khas Enclave, New Delhi-110016 Place: New Delhi Date: 11th August, 2014

---

Mar 31, 2013

Dear Members,

The Directors of your Company are pleased to present the Annual Report together with the Audited Statement of Profit & Loss Accounts of the Company for the financial year ended 31st March, 2013.

Financial Results

The financial Results of the Company are summarized below:

(Amount in Lacs)

Particulars Financial Financial year year 2012-2013 2011-2012

Total Revenue 381.01 277.20

Profit before Depreciation 244.61 175.10

Less: Depreciation 34.33 27.82

Profit before Tax 210.28 147.28

Provision for Tax(Net) 58.54 40.94

Profit after Tax 151.74 106.34

Transfer to Statutory Fund 30.35 21.27

Dividend

Keeping in view of the fund requirements of the Company and business scenario, your Board proposes to plough back the profits in business of the Company and create reserve for the Company. As a matter of this, your board does not recommend any dividend for the financial year 2012-13.

Directors:

Mr. Ram Babu Goyal and Mr. Ganesh Dass Agarwal, Directors of the Company, would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of the Annual General Meeting for your approval.

Fixed Deposits

The Company has not accepted any fixed deposits from the Shareholders/ public during the year under review within the meaning of Section 58A of the Companies Act, 1956.

Investment

At the end of the year under review your company has invested total amount of Rs. 222.98 lacs in both, trade and non trade investment.

Auditors

M/s P. R. Kumar & Co., Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible for re-appointment, you are requested to approve their reappoint as statutory Auditors and to fix their remuneration at the forthcoming Annual General Meeting.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure 1) and Management Discussion and Analysis Report (Part of the annexure 1) are annexed and form an integral part of this Report.

Auditors' Report

The Auditors' Report along with Notes on Accounts are Self-explanatory and therefore, do not call for any further comments or explanation.

Directors' Responsibility Statements

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statements, it is hereby confirmed:

i) that in preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the Annual Accounts for the financial year ended 31st March, 2013 on a "going concern basis."

Energy Conservation. Technology Absorption, Foreign Exchange Earning and Outgo

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules 1988 is mentioned below:

i) Conservation of Energy

Being Finance & Investment Company, this clause is not applicable for the Company.

ii) Technology Absorption

The prescribed form-B is not applicable to the Company.

iii) Foreign Exchange earning and outgo

Total Foreign Exchange Earning and Outgo.

Earnings: Nil

Outgo: Rs.142,701

Particulars of Employees

During the year under review there are no employees whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975.

Employees

Employee's relations continue to be cordial during the year.

Acknowledgements

Your Directors wish to record their sincere gratitude for our valued Business associates for the continuous co-operation, support and assistance extended by them. We place on record our appreciation of the commitment, dedication and hard work put in by employees of the Company. We also thank our members for the continued support received from them.

For and on behalf of the Board

Preeti Agarwal Chairman & Managing Director (DIN: 00011450) Place: New Delhi Date: 29th May, 2013

---

Mar 31, 2012

Dear Members,

The Directors of your Company are pleased to present the Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2012.

Financial Results

The financial Results of the Company are summarized below:

(Amount in Lacs)

Particulars Financial Financial year year 2011-2012 2010-2011

Total Revenue 277.20 185.61

Profit before Depreciation 175.10 81.97

Less: Depreciation 27.82 27.70

Profit before Tax 147.28 54.27

Provision for Tax(Net) 40.94 12.40

Profit after Tax 106.34 41.87

Transfer to Statutory Fund 21.27 8.37

Dividend

Keeping in view of the fund requirements of the Company and business scenario, your Board proposes to plough back the profits in business of the Company and create reserve for the Company. As a matter of this, your board does not recommend any dividend for the financial year 2011-12.

Directors:

Mr. Kishan Behari Jain and Mr. Ganesh Dass Agarwal, Directors of the Company, would retire by rotation at the forthcoming Annual Genera! Meeting of the Company. Proposals for their reappointment have been included in the Notice of the Annual General Meeting for your approval.

Fixed Deposits

The Company has not accepted any fixed deposits from the Shareholders/ public during the year under review within the meaning of Section 58A of the Companies Act, 1956.

Investment

At the end of the year under review your company has invested total amount of Rs. 622.98 lacs in both, trade and non trade investment.

Auditors

M/s P, R. Kumar & Co., Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible for re-appointment, you are requested to approve their reappoint as statutory Auditors and to fix their remuneration at the forthcoming Annual General Meeting.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure 1) and Management Discussion and Analysis Report (Part of the annexure 1) are annexed and form an integral part of this Report.

Auditors' Report

The Auditors' Report along with Notes on Accounts are Self-explanatory and therefore, do not call for any further comments or explanation.

Directors' Responsibility Statements

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statements, it is hereby confirmed:

i) that in preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the Annual Accounts for the financial year ended 31st March, 2012 on a "going concern basis."

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules 1988 is mentioned below:

i) Conservation of Energy

Being Finance & Investment Company, this clause is not applicable for the Company.

ii) Technology Absorption

The prescribed form-B is not applicable to the Company.

iii) Foreign Exchange earning and outgo

Total Foreign Exchange Earning and Outgo.

Earnings: Nil

Outgo: Rs.2,54,3 86/-

Particulars of Employees

During the year under review there are no employees whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975.

Employees

Employee's relations continue to be cordial during the year.

Acknowledgements

Your Directors wish to record their sincere gratitude for our valued Business associates for the continuous co-operation, support and assistance extended by them. We place on record our appreciation of the commitment, dedication and hard work put in by employees of the Company. We also thank our members for the continued support received from them.

For and on behalf of the Board For Surya India Limited

Preeti Agarwal Chairman & Managing Director (DIN: 00011450) Place: New Delhi Date: 03rd September, 2012