Suraj Ltd Directors Report

To,

THE MEMBERS

Your Directors have pleasure in submitting their 31^st Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on March 31, 2024.

1. FINANCIAL RESULTS:

During the year under review, the Company has achieved total Comprehensive income of Rs. 2,185.02 lakhs on consolidated basis and Rs. 2,096.79 on Standalone basis. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized Standalone and Consolidated financial results of the Company for the period ended March 31^st, 2024 are as follows:

(Rs. In Lakhs)

Particulars	2023-24 Standalone	2022-23	2023-24 Consolidated
Revenue from Operation	33,066.53	36,663.86	33,066.53
Other Income	345.27	566.53	345.27
Total Income	33,411.80	37,230.39	3,3411.80
Less: Expenditure	29,486.32	33,166.47	29,486.32
Profit/(loss)before Interest, Depreciation, Tax	3,925.48	4,063.92	3,925.48
Less: Interest	-	408.98	-
Less: Depreciation & Amortization Cost	938.49	792.78	938.49
Less: Extraordinary items		-	-
Profit/(loss) Before Tax	2,986.99	2,862.16	2,986.99
Add : Share of Profit/Loss of associates	-	-	86.22
Profit(Loss) Before Tax	-	-	3,073.21
Less: Tax Expenses	920.81	849.77	888.34
Profit/(loss) after Tax	2,066.18	2,012.39	2,184.87
Other Comprehensive Income	0.15	-1.67	0.15
Income Tax Relating to above Item		0.48	-
Total Comprehensive Income for the period	2,066.33	2,011.20	2,185.02
Earnings Per share (EPS ) of 10 each Basic & Diluted	11.25	10.96	11.90

2. OPERATIONAL HIGHLIGHTS:

The company has earned gross revenue from operation during the year Rs. 33,066.53 lakhs as against Rs. 36,663.86 lakhs achieved in the previous year on standalone basis. The Company earned total income of Rs. 33,411.80 lakhs during the year as against total income of Rs. 37,230.39 lakhs earned in the previous year on standalone basis.

PAT during the year reported as Rs. 2,066.18 lakhs as against Rs. 2,023.39 lakhs reported in the previous year on standalone basis. PAT of your company increased by 2.11% during the year under review.

OPERATIONAL HIGHLIGHT OF ASSOCIATES; - M/s. Suraj Enterprise Private Limited, an Associates company has earned gross revenue from operation Rs. 186.13 lakhs during the financial year 2023

24. The Company has reported gross profit for the financial year Rs. 4.63 lakhs and Net Profit Rs. 2.86 Lakhs.

3. CHNAGES IN NATURE OF BUSINESS

There is no change in the nature of the company or object during the financial year.

4. TRANFER TO INVESTOR EDUCATION & PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules, 2016), the amount of dividend remaining unclaimed/ unpaid for a period of seven years from the date of declaration to the "Unpaid Dividend Account" is required to be transferred to the Investors Education and Protection Fund (Fund) constituted by the Central Government. The Company was not required to transfer any amount to IEPF Account during the year under review as no amount outstanding in unclaimed dividend account. During the year review, your company has transferred amount of 1,05,000/- to IEPF Fund From dividend declare during the year 2023-24. This Dividend amount is on shares transferred to IEPF account, which is unclaimed for seven consecutive years.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 During the year under review, no amount was transfer to any other reserve. The profit earned during the year has been carried to the Balance sheet of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as per "Annexure- A".

7. MATERIAL CHANGES AND COMMITTMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of your company which has occurred between the end of financial year of the company i.e. March 31, 2024 and the date of Directors Report.

8. QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management.

9. DIVIDEND:

Your company has paid interim dividend of Rs. 275.46/- lakhs at the rate of 15% i.e. Rs. 1.50 per share on February 5, 2024.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has been uploaded on the CompanyRs.s website at https:// www.surajgroup.com/pdfs/Policy/dividend_distribution_policy.pdf.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Suraj Enterprise Private Limited have become Associate Companies during the year under review. Suraj Enterprise Private Limited is an associates company of your company in which your company has made an investment of Rs. 12.78 Cr. Suraj Limited is holding 47.06% stake in such company. No company became or ceased to be subsidiary or joint venture of the company during the year.

11. SHARE CAPITAL:

Authorised Capital:

The Authorized Share Capital of the Company is Rs. 2,325 Lakhs divided into 2,32,50,000 Equity Share of Rs. 10 Each.

Issued, Subscribed & Paid-up Capital:

The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1,836.41 Lakhs divided into 18364100 Equity Shares of Rs. 10.00/- each.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

12. BORROWINGS:

The Company has outstanding borrowings as on March 31, 2024:

Particulars	Amount (Rs. in lakhs)
Secured
Form Banks (CC, TL, LC & other) Bankers:	7,500.00
Unsecured	-
Total	7,500.00

13. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR), 2015"] as annexed as "Annexure-B" forming part of this Annual Report along with the Compliance Certificate on Compliance of the Conditions of Corporate Governance

14. CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per "Annexure - C".

15. LISTING FEES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to BSE where the Companys Shares are listed.

16. DEMATERIALISATION OF SHARES:

99.81% of the companys paid up Equity Share Capital is in dematerialized form as on March 31, 2024 and balance 0.18 % is in physical form.

The equity shares of the Company are liquid and traded on BSE Limited.

17. COMPLIANCE TO SECRETARIAL STANDARD:

The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) during the year.

18. MEETING OF BOARD OF DIRECTORS

I. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors of the Company met Six (6) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

II. BOARD COMMITTEES:

The company has 4 (Four) Board Committees as on March 31, 2024.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, the details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

19. GENERAL MEETING:

During the year under review 30^th Annual General Meeting for the Financial Year 2022-23 was held on Thursday, June 8, 2023 at 10.30 a.m through Video Conferencing (VC).

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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

b) They have selected such accounting policies and applied them consistently and madejudgments 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 of the company for the same period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

21. AUDIT OBSERVATIONS:

There are no qualifications, reservations or adverse remarks made by M/s. Rinkesh Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

AUDITORS:

i) Statutory Auditors:

M/s. Rinkesh Shah & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 5 year(s) in the 29^th Annual General Meeting held on May 03, 2022 to hold the office till the conclusion of 34^th Annual General Meeting of the Company to be held in the year 2027. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2015.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025) appointed by the Board of Directors of the Company, to conduct the audit of the Cost records of the Company for the financial year 2024

25. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

iii) Secretarial Audit:

The Company has appointed M/s Hardik Jetani & Associates, Practicing Company Secretary, Ahmedabad to conduct the secretarial audit of the Company for the financial year 2023-24, as required under section 204 of the Companies Act, 2013 and rules thereunder.

Secretarial Audit Report for the financial year 2023-24 attached as "Annexure D".

Secretarial Auditor has mentioned in his report that Board Resolution as required under section 117 read with section 179 of the Companies Act, 2013 in respect of to borrow money (increase credit facility) not filed with the Registrar within the prescribed time. In this regard, the Management submit that there was inadvertent delay in filing of such form. The same shall be complied at the earliest.

22. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

23. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019, dated May 13, 2024 has been obtained from M/s. Hardik Jetani & Associates, Company Secretaries, Secretarial Auditor of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises with two Independent Directors, One Whole Time Director and one is executive director (Chairman & CFO). The CSR Policy may be accessed on the Companys website at the web link: https://www.surajqroup.com/ pdfs/Policy/csr_policy.pdf.

During the FY 2023-24 Last three-year total Average Net profit for the CSR Activity is 11,62,86,359.08. 2% of average profit of the same amount is 23,25,727/- Required to spend during the year. Your Company Give donation to Happy Faces Foundation Trust for the amount of 23,31,000/-. Happy Faces Foundation Trust is eligible to received fund as per CSR rule/guideline of Ministry. There is no unspent amount of CSR fund remain with company at the end of year. Separate CSR Report attached with this report as Annexure-G.

25. VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Companys website at https:// www.surajgroup.com/pdfs/Policy/Policy-for-Vigil-Mechanism.pdf.

26. RISK MANAGEMENT:

The Company has formulated the Risk Management Policy which indicates Companys standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm. The risk management policy is available on the Companys website at https://www.surajgroup.com/pdfs/Policy/ Risk_Management_Policy.pdf.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length.

During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations. Your Company has formulated a Policy on Related Party Transactions which is also available on Companys website https://www.suraiqroup.com/pdfs/Policy/Policv-for- Related-Party-Transaction.pdf

28. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act") and Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Board of the Company comprises of Eight (08) directors; one Executive Chairman, one Managing Director, two Whole-time Directors and remaining four being Independent Directors. As on the date of this report, the Board of the company constitutes of the following directors: During the year two independent directors were resigned due to expiry of their term. Mr. Ketan R Shah and Mr. Dipakbhai H Shah resigned from the board w.e.f 20.10.2023 and Mr. Jigar Jagrut Mehta and Mr. Altesh Shah appointed as Independent Director on the board w.e.f 20.10.2023.

Name of Directors	DIN/PAN	Designation
Mr. Ashok Tarachand Shah	00254255	Chairman & CFO
Mr. Kunal Tarachand Shah	00254205	Managing Director
Mr. Gunvantkumar Tarachand Shah	00254292	Whole Time Director
Ms. Shilpa Mangaldas Patel	07014883	Whole Time Director
Mr. Ketan Ratilal Shah	00583064	Non-Executive Independent Director (UPTO 20-10-2023)
Mr. Dipakbhai Himatbhai Shah	00565892	Non-Executive Independent Director (UPTO 20-10-2023)
Mr. Anil Kanwal Gidwani	09019265	Non-Executive Independent Director
Mr. Rajesh Chimanlal Kharadi	09019293	Non-Executive Independent Director
Mr. Jigar Jagrut Mehta	07792057	Non-Executive Independent Director (w.e.f. 20-10-2023)
Mr. Altesh Shah	10353478	Non-Executive Independent Director (w.e.f. 20-10-2023)

The brief resume of the Directors and other related information has been detailed in Corporate Governance Report of Company.

The Company has received declarations from their Directors that none of them is disqualified u/s 164 (2).

I. Retirement by Rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kunal Shah (DIN:00254205) and Ms. Shilpa Patel (DIN:07014883) being liable to retire by rotation, and being eligible, offer them self for reappointment. The Board recommends their reappointment in the ensuing Annual General Meeting. Apart from this, there is no change in the Directors and key managerial personnel of the company.

ii. Board Evaluation:

The board of directors has carried out an evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of Companies Act and Listing Regulations. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

III. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonies the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at: https:// www.suraiqroup.com/pdfs/Policy/Nomination and remuneration policy.pdf.

IV. Certificate of Practicing Company Secretary:

The Company has obtained a certificate from M/s. Hardik Jetani & Associates, Practicing Company Secretary, Ahmedabad stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under "Annexure- E".

V. Remuneration Ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. Name No.	Designation	Remuneration paid F.Y. 2023-24 Rs. in Lakh previous year	Remuneration paid F.Y. 2022-23 Rs. in Lakh	Increase in remuneration from Rs. in Lakh	Ration of Remu of each director to Median- Times
1 Mr. Ashok Shah	Chairman & CFO (ED)	91.20	70.80	20.40 (28.81% Increased)	456
2 Mr. Gunvant Shah	Whole time Director	67.20	51.00	16.20(31.76% Increased)	336
3 Mr. Kunal Shah	Managing Director	78.00	60.00	18.00 (30% Increased)	390
4 Ms. Shilpa Patel	Whole time Director	19.80	18.12	01.68 (9.27%)	90.06
5 Mr. Maunish Gandhi	Company Secretary	6.47	6.47	0.00	0.00

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided is forming part of this report. There is no other employee of the company who drawn salary under section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except above provide.

The Median remuneration of employee is Rs. 20,000/-.

There were 234 permanents employee on the rolls of the company as on 31.03.2024.

There was no increased in salary of other employee during the year.

It is hereby affirmed that remuneration paid as per nomination & remuneration policy of the company. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection Members of the Company.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the "Annexure-F" to this report.

The Company has commissioned wind mills at various sites in Gujarat for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.

30. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations. Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs. The online proficiency self-assessment test conduct by the said institute have been cleared by all the independent directors.

31. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no incidences of sexual harassment reported.

33. WEB LINK OF ANNUAL RETURN:

The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at https://www.suraiqroup.com/investor relations.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

35. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Key Risk	Impact to Suraj Ltd	Mitigation Plans
Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability.	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Nonavailability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk - Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

37. DEPOSIT:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review

38. DISCLOSURE ABOUT COST AUDIT & COST RECORD:

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by the Company.

The company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025), under Section 148(3) of the Companies Act, 2013 to conduct the cost audit for the financial year 2023-24. The company has filed cost audit report within the prescribed time limit.

39. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

40. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

41. ONE-TIME SETTLEMENT AND VALUATION

During the financial year 2023-24, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42. COMPLIANCE OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 ("PIT REGULATIONS") AND CODE OF FAIR PRACTICES AND DISCLOSURE (FAIR DISCLOSURE CODE):

The Company has formulated Code of Conduct for Prevention of Insider Trading in SURAJ LIMITED Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT Regulations with an objective of protecting the interest of Shareholders at large and preventing misuse of any Unpublished Price Sensitive Information (UPSI). The PIT Code and Fair Disclosure Codes are available on the website of the Company on https://www.suraiqroup.com/pdfs/Policy/Revised-Code- PIT-Fair-Disclosure-of-UPSI-wef-01.04.2019.pdf.

43. ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

Date: May 10, 2024	By the order of the Board of Director
Place: Ahmedabad	SURAJ LIMITED
Registered Office: Suraj House, Opp. Usmanpura Garden, Ashram Road, Ahmedabad-380014 CIN NO: L27100GJ1994PLC021088	ASHOKSHAH
	Chairman & CFO
	(DIN:00254255)