SU RYA INDIA LIMITED Registered Office: B-1/F-12

Mohan Co-operative lndl. Estate

Main Mathura Road
New Delhi - 0044
t0l. : +91 1145204115
fax : +91 11 28898016
email : cs@haldiram.com
Website: www.suryaindiaItd.com
CIN : L74899DL1985PLC019991

To, Sth September, 2024

The Manager-Listing,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalai Street, Fort, Mumbai— 400001,
Maharashtra, India

Scrip Code: 539253; Security ID: SURYAINDIA

Subject: Submission of Annual Report of Surya India Limited (“the company”) forthe Financial
Year ended 31st March, 2024

Pursuant to the provisions of Regulation 34 and other applicable regulations of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, as amended from time to time, please
find encloseda copy ofthe Annual Report of Surya India Limited (“the Company”) forthe financial
year ended 31st March, 2024, along with the notice calling the 39th Annual General Meeting ofthe
Company tobe held on Sunday, the 29t^ day of September, 2024 at01:00 p.m. (IST) at the registered
office of the Company situated at B-1/F-12, Mohan Co-Operative Industrial Estate, Mathura Road,
New Delhi- 110044.

Kindly take same in your records and bring notice to all concerned.

Thanking you,

For Surya India Limited

POOJA .e. 2024.09.OS

18:49:55 +05'30’

Pooja
Company Secretary and Compliance Officer
M. No.: A67011
Address: RC-3, Sarojini Nagar
New Delhi-110023

Encl.: Annual Report of the Company fortheFinancial Year ended 31st March, 2024
1. Corporate Information……………………………………………………2

2. Notice……………………………………………………………………………3-53

3. Boards’ Report…….……………………………………………………… 54-69

4. Annexures to the Boards’ Report

i. Corporate Governance Report……………………………70-103
ii. Auditor’s Certificate on Corporate Governance…104-105
iii. Management Discussion and Analysis Report………106-111
iv. Secretarial Audit Report……………………………………. 112-115
v. Form AOC-2…………………………………………………… 116-117
vi. Disclosure under Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014….118
vii. Statement containing particulars of employees… 119-120
viii. Certificate of Non-Disqualification of Directors…… 121-122
ix. Declaration for Compliance with Code of Conduct………123
x. MD and CFO Certification to the Board………………124-125

5. Independent Auditors' Report…………………………………...126-139

6. Balance Sheet. ……………………………………………………………….. 140

7. Statement of Profit and Loss. ………………………………………….. 141

8. Cash Flow Statement. ………………………………………………….… 142

9. Statement of Changes in Equity …………………………………143-144

10. Notes to the Financial Statements. ………………….………145-174

 Corporate Information
Board of Directors
Mr. Ganesh Dass Aggarwal : Non-Executive Independent Director (Chairman)
Mr. Ratnesh Kumar : Director (Non-Executive Independent Director)
Mrs. Preeti Agarwal : Managing Director (KMP)
Mrs. Priyanka Agarwal : Whole-time Director (KMP)
Mr. Manohar Lal Agarwal : Non-Executive Non- Independent Director
Company Secretary and Compliance Officer (KMP)
Ms. Pooja
Chief Financial Officer (KMP)
Ms. Jyoti Sabharwal

Statutory Auditors
M/s P. R. Kumar & CO.
Chartered Accountants
C-2/4, Safdarjung Development Area,
Main Aurobindo Marg, New Delhi-110016

Internal Auditors
Mr. Gulshan Kumar Uttreja
Chartered Accountant

Secretarial Auditors
P. Kathuria & Associates,
Practicing Company Secretaries
308, Sethi Bhawan,
7, Rajendra Place, New Delhi- 110008.

Share Transfer Agent

M/s Skyline Financial Services Private Limited
D-153/A, 1st Floor, Okhla Industrial Area,
Phase-1, New Delhi– 110020.

Bankers
ICICI Bank Limited
YES Bank Limited

Registered Office
B-1/F-12, Mohan Co-Operative Industrial Estate,
Main Mathura Road, New Delhi-110044.
Tel: 91-11-45204115 ; Email: cs@haldiram.com
Website
www.suryaindialtd.com

CIN: L74899DL1985PLC019991

Stock Exchange
BSE Limited
Scrip Code: 539253
 SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044
Tel: +91 11 45204115; Fax: +91 11 28898016; Email: cs@haldiram.com,
CIN- L74899DL1985PLC019991; Website: www.suryaindialtd.com

NOTICE

Notice is hereby given that the 39th Annual General Meeting (39th AGM) of the members of Surya
India Limited (“the Company”) will be held on Sunday, 29th day of September 2024 at 1:00 p.m.
IST at the Registered Office of the Company situated at B-1/F-12, Mohan Co-operative Industrial
Estate, Mathura Road, New Delhi- 110044 to transact the following businesses:

ORDINARY BUSINESSES:

1. To consider and adopt the Audited Financial Statements of the Company for the Financial
Year ended 31st March, 2024, along with the Boards’ Report and Independent Auditors’
Report thereon.

2. To appoint a director in place of Mr. Manohar Lal Agarwal (DIN:00290780), who is liable to
retires by rotation in terms of Section 152(6) of Companies Act, 2013 and, being eligible,
offers himself for re- appointment.

SPECIAL BUSINESSES:

3. To consider and approve material related party transaction(s) under section 188(1)(c) of
the Companies Act, 2013 between Surya India Limited (“the Company”) and Haldiram
Products Private Limited, a related party of the Company

To consider and, if thought fit, to pass with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 2(76), 188(1)(c) and other
applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies
(Meetings of Board and its Powers) Rules, 2014 and regulation 2(1)(zc), 23 and other
applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory
modifications or amendments or substitution or re-enactment thereof, for the time being
in force), and based on the recommendation of the Audit Committee and board of
directors of Surya India Limited (“the Company”) as well as the Company’s policy on
Related Party Transactions, the consent of the members of the Company be and is hereby
accorded for approval of material related party transaction(s) entered into/ proposed to
be entered into with respect to leasing of properties of the Company to Haldiram Products
Private Limited, a related party in terms of Section 2(76) of the Act and an entity in which
directors of the Company are interested, on such terms and conditions as may be mutually
agreed between the aforementioned related parties, for an aggregate value not exceeding
 SURYA INDIA LIMITED

Rs. 3,00,00,000/- (Rupees Three Crore only), during the financial year 2024-25 and up to
the conclusion of the Annual General Meeting to be held for the financial year ending 31 st
March, 2025, provided that such transaction(s) is/ are being carried out at arm’s length
basis and in the ordinary course of business.”

FURTHER RESOLVED THAT Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka
Agarwal, Whole Time Director and Mr. Manohar Lal Agarwal, Director of the Company be
and are hereby severally authorized, to negotiate and finalize the terms and conditions,
execute necessary documents, papers, agreements etc. with regard to the aforementioned
transaction for leasing of properties of the Company to Haldiram Products Private Limited
and to give such directions in the best interest of the Company, as may be considered
necessary or expedient in its absolute discretion and such decision shall be final & binding
on the company and to settle any question or difficulty that may arise and to delegate all
or any of these powers to any committee of the Board or any other officer in this regard.

ALSO RESOLVED THAT any Director and/ or Company Secretary and Compliance Officer of
the Company be and are hereby severally authorized to do all such acts, deeds & things
and to take all such steps as may be considered necessary, proper and expedient in order
to give effect to this resolution including filing of necessary returns/ forms with the office
of Registrar of Companies, National Capital Territory of Delhi and Haryana and sending/
giving intimations to other statutory authorities.

ALSO RESOLVED THAT a certified true copy of this resolution be furnished to such person/
department/ authorities/ entities etc. as may be deemed fit under the signature of any
one director and/ or Company Secretary and Compliance Officer of the Company.”

4. To consider and approve material related party transaction(s) under section 188(1)(c) of
the Companies Act, 2013 between Surya India Limited (“the Company”) and Haldiram
Manufacturing Company Private Limited, a related party of the Company

To consider and, if thought fit, to pass with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 2(76), 188(1)(c) and other
applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies
(Meetings of Board and its Powers) Rules, 2014 and regulation 2(1)(zc), 23 and other
applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory
modifications or amendments or substitution or re-enactment thereof, for the time being
in force), and based on the recommendation of the Audit Committee and board of
directors of Surya India Limited (“the Company”) as well as the Company’s policy on
Related Party Transactions, the consent of the members of the Company be and is hereby
 SURYA INDIA LIMITED

accorded for approval of material related party transaction(s) entered into/ proposed to
be entered into with respect to leasing of properties of the Company to Haldiram
Manufacturing Company Private Limited, a related party in terms of Section 2(76) of the
Act and an entity in which directors of the Company are interested, on such terms and
conditions as may be mutually agreed between the aforementioned related parties, for an
aggregate value not exceeding Rs. 3,00,00,000/- (Rupees Three Crore only), during the
financial year 2024-25 and up to the conclusion of the Annual General Meeting to be held
for the financial year ending 31st March, 2025, provided that such transaction(s) is/ are
being carried out at arm’s length basis and in the ordinary course of business.”

FURTHER RESOLVED THAT Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka
Agarwal, Whole Time Director and Mr. Manohar Lal Agarwal, Director of the Company be
and are hereby severally authorized, to negotiate and finalize the terms and conditions,
execute necessary documents, papers, agreements etc. with regard to the aforementioned
transaction for leasing of properties of the Company to Haldiram Manufacturing Company
Private Limited and to give such directions in the best interest of the Company, as may be
considered necessary or expedient in its absolute discretion and such decision shall be final
& binding on the company and to settle any question or difficulty that may arise and to
delegate all or any of these powers to any committee of the Board or any other officer in
this regard.

ALSO RESOLVED THAT any Director and/ or Company Secretary and Compliance Officer of
the Company be and are hereby severally authorized to do all such acts, deeds & things
and to take all such steps as may be considered necessary, proper and expedient in order
to give effect to this resolution including filing of necessary returns/ forms with the office
of Registrar of Companies, National Capital Territory of Delhi and Haryana and sending/
giving intimations to other statutory authorities.

ALSO RESOLVED THAT a certified true copy of this resolution be furnished to such person/
department/ authorities/ entities etc. as may be deemed fit under the signature of any
one director and/ or Company Secretary and Compliance Officer of the Company.”

5. To consider and approve material related party transaction(s) under section 188(1)(c) of
the Companies Act, 2013 between Surya India Limited (“the Company”) and Haldiram
Ethnic Foods Private Limited, a related party of the Company

To consider and, if thought fit, to pass with or without modifications, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 2(76), 188(1)(c) and other
applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies
(Meetings of Board and its Powers) Rules, 2014 and regulation 2(1)(zc), 23 and other
 SURYA INDIA LIMITED

applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory
modifications or amendments or substitution or re-enactment thereof, for the time being
in force), and based on the recommendation of the Audit Committee and board of
directors of Surya India Limited (“the Company”) as well as the Company’s policy on
Related Party Transactions, the consent of the members of the Company be and is hereby
accorded for approval of material related party transaction(s) entered into/ proposed to
be entered into with respect to leasing of properties of the Company to Haldiram Ethnic
Foods Private Limited, a related party in terms of Section 2(76) of the Act and an entity in
which directors of the Company are interested, on such terms and conditions as may be
mutually agreed between the aforementioned related parties, for an aggregate value not
exceeding Rs. 3,00,00,000/- (Rupees Three Crore only), during the financial year 2024-25
and up to the conclusion of the Annual General Meeting to be held for the financial year
ending 31st March, 2025, provided that such transaction(s) is/ are being carried out at
arm’s length basis and in the ordinary course of business.”

FURTHER RESOLVED THAT Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka
Agarwal, Whole Time Director and Mr. Manohar Lal Agarwal, Director of the Company be
and are hereby severally authorized, to negotiate and finalize the terms and conditions,
execute necessary documents, papers, agreements etc. with regard to the aforementioned
transaction for leasing of properties of the Company to Haldiram Ethnic Foods Private
Limited and to give such directions in the best interest of the Company, as may be
considered necessary or expedient in its absolute discretion and such decision shall be final
& binding on the company and to settle any question or difficulty that may arise and to
delegate all or any of these powers to any committee of the Board or any other officer in
this regard.

ALSO RESOLVED THAT any Director and/ or Company Secretary and Compliance Officer of
the Company be and are hereby severally authorized to do all such acts, deeds & things
and to take all such steps as may be considered necessary, proper and expedient in order
to give effect to this resolution including filing of necessary returns/ forms with the office
of Registrar of Companies, National Capital Territory of Delhi and Haryana and sending/
giving intimations to other statutory authorities.

ALSO RESOLVED THAT a certified true copy of this resolution be furnished to such person/
department/ authorities/ entities etc. as may be deemed fit under the signature of any
one director and/ or Company Secretary and Compliance Officer of the Company.”
 SURYA INDIA LIMITED

6. To consider and approve the material related party transaction with respect to giving of
loan to Hadiram Snacks Private Limited under section 185 of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following
resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 of the Companies Act, 2013
(“the Act”) and other applicable provisions, if any, of the Act, read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and regulations 2(1)(zc), 23 and other
applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory
modifications, clarifications, exemptions or re-enactments thereof, for the time being in
force), and based on the recommendation of the Audit Committee and board of directors
of Surya India Limited (“the Company”) as well as the Company’s policy on Related Party
Transactions, the consent of the members of the Company be and is hereby accorded for
approval of material related party transaction(s) entered into/ proposed to be entered into
with respect to giving of loan to Haldiram Snacks Private Limited, a related party in terms
of Section 2(76) of the Act and an entity in which directors of the Company are interested,
on such terms and conditions as may be mutually agreed between the aforementioned
related parties, for an amount not exceeding in aggregate Rs. 50,00,00,000/- (Rupees Fifty
Crore only), in one or more tranches for its business purpose, during the financial year
2024-25 and up to the conclusion of the Annual General Meeting to be held for the
financial year ending 31st March, 2025, provided that such transaction(s) is/ are being
carried out at arm’s length basis and in the ordinary course of business.”

“FURTHER RESOLVED THAT Mrs. Preeti Agarwal (DIN: 00011450), Managing Director, Mrs.
Priyanka Agarwal (DIN: 01989753), Wholetime Director and Mr. Manohar Lal Agarwal
(DIN: 00290780), Director of the Company, be and are hereby severally authorized to
negotiate and decide from time to time, the terms and conditions of the above said
transaction, execute necessary documents, papers, agreements, affidavits etc. for the
aforesaid grant of loan to Haldiram Snacks Private Limited and to do all such acts, deeds
and things and to give such directions as may be considered necessary or expedient in its
absolute discretion and such decisions shall be final and binding on the Company and to
settle any question, difficulty that may arise in this regard and to delegate all or any of
these powers to any Committee of the Board or any other officer of the Company in this
regard.”

ALSO RESOLVED THAT any Director and/ or Company Secretary and Compliance Officer of
the Company be and are hereby severally authorized to do all such acts, deeds & things
and to take all such steps as may be considered necessary, proper and expedient in order
to give effect to this resolution including filing of necessary returns/ forms with the office
 SURYA INDIA LIMITED

of Registrar of Companies, National Capital Territory of Delhi and Haryana and giving/
sending intimations to other statutory authorities.

“ALSO RESLOVED THAT a certified copy of the above said resolution be given to such
person/ authorities/ entities/ body corporate etc. as may be considered necessary under
the signature of any one Director or Company Secretary and Compliance Officer of the
Company.”

7. To consider and approve the material related party transaction with respect to giving of
loan to Hadiram Marketing Private Limited under section 185 of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following
resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 of the Companies Act, 2013
(“the Act”) and other applicable provisions, if any, of the Act, read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and regulations 2(1)(zc), 23 and other
applicable regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory
modifications, clarifications, exemptions or re-enactments thereof, for the time being in
force), and based on the recommendation of the Audit Committee and board of directors
of Surya India Limited (“the Company”) as well as the Company’s policy on Related Party
Transactions, the consent of the members of the Company be and is hereby accorded for
approval of material related party transaction(s) entered into/ proposed to be entered into
with respect to giving of loan to Haldiram Marketing Private Limited, a related party in
terms of Section 2(76) of the Act and an entity in which directors of the Company are
interested, on such terms and conditions as may be mutually agreed between the
aforementioned related parties, for an amount not exceeding in aggregate Rs.
50,00,00,000/- (Rupees Fifty Crore only), in one or more tranches for its business purpose,
during the financial year 2024-25 and up to the conclusion of the Annual General Meeting
to be held for the financial year ending 31st March, 2025, provided that such transaction(s)
is/ are being carried out at arm’s length basis and in the ordinary course of business.”

“FURTHER RESOLVED THAT Mrs. Preeti Agarwal (DIN: 00011450), Managing Director, Mrs.
Priyanka Agarwal (DIN: 01989753), Wholetime Director and Mr. Manohar Lal Agarwal
(DIN: 00290780), Director of the Company, be and are hereby severally authorized to
negotiate and decide from time to time, the terms and conditions of the above said
transaction, execute necessary documents, papers, agreements, affidavits etc. for the
aforesaid grant of loan to Haldiram Marketing Private Limited and to do all such acts, deeds
and things and to give such directions as may be considered necessary or expedient in its
absolute discretion and such decisions shall be final and binding on the Company and to
settle any question, difficulty that may arise in this regard and to delegate all or any of
 SURYA INDIA LIMITED

these powers to any Committee of the Board or any other officer of the Company in this
regard.”

ALSO RESOLVED THAT any Director and/ or Company Secretary and Compliance Officer of
the Company be and are hereby severally authorized to do all such acts, deeds & things
and to take all such steps as may be considered necessary, proper and expedient in order
to give effect to this resolution including filing of necessary returns/ forms with the office
of Registrar of Companies, National Capital Territory of Delhi and Haryana and giving/
sending intimations to other statutory authorities.

“ALSO RESLOVED THAT a certified copy of the above said resolution be given to such
person/ authorities/ entities/ body corporate etc. as may be considered necessary under
the signature of any one Director and/or Company Secretary and Compliance Officer of
the Company.”

Date: 05/09/2024 By Order of the Board of Directors

Place: New Delhi Surya India Limited

Pooja
Company Secretary & Compliance Officer
M. No.: A67011
Address: RC-3 Sarojini Nagar
New Delhi -110023
 SURYA INDIA LIMITED

NOTES

1. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a member entitled to
attend and vote at the Annual General Meeting is entitled to appoint proxy to attend and
cast vote on his/ her behalf and the proxy need not be a member of the Company.

The instrument appointing the proxy should, however, be deposited at the registered office
of the Company not less than forty-eight hours (48) before the commencement of the
General Meeting. A person can act as a proxy on behalf of members not exceeding fifty and
holding in the aggregate not more than ten percent of the total share capital of the Company
carrying voting rights. A member holding more than ten percent of the total share capital of
the Company carrying voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder. A copy of Form MGT- 11 (Proxy
form) is enclosed with this notice and marked as Annexure- I.

2. During the period beginning 24 hours before the time fixed for the commencement of the
meeting and ending with the conclusion of the meeting, members would be entitled to
inspect the proxies lodged, at any time during the business hours of the Company.

3. Corporate members intending to send their authorized representatives to attend the 39 th

AGM are requested to send to the Company a certified true copy of the board resolution
authorizing their representative to attend and vote on their behalf at the 39 th AGM as per
provisions of Section 113 of the Companies Act, 2013.

4. In case of joint holders attending the 39th AGM, only such joint holder who is higher in the
order of names will be entitled to vote.

5. Explanatory statement pursuant to Section 102 of the Companies Act, 2013, as amended
(“the Act”) and clause 1.2.5 of the Secretarial Standard– 2 (“SS- 2”) on General Meetings
issued by the Institute of Company Secretaries of India (ICSI), relating to special business to
be transacted at the 39th AGM are annexed hereto. The said statements also contain the
recommendation of the Board of Directors to the shareholders of the Company in terms of
Regulation 17(11) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as amended) on each specific items.

6. The disclosure as required under Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard- 2 on General Meetings
issued by ICSI i.e. the information about the Director proposed to be re-appointed as Director
forms part of this Notice and is annexed as Annexure II.
 SURYA INDIA LIMITED

7. Members are requested to:

a. Bring their copy of the Annual Report and Attendance Slip (enclosed with this notice)
with them at the 39th AGM.

b. Quote their Regd. Folio Number/DP and Client ID Nos. in all their correspondence with
the Company or its Registrar and Share Transfer Agent.

8. In terms of the provisions of the Act, MCA Circulars and SEBI Circulars, the Company is sending
this 39th AGM Notice, inter alia, indicating the process and manner of remote e-voting, along
with the Annual Report for the Financial Year ended 31st March, 2024 in electronic form to
those members whose e-mail addresses are registered with the Company/ Depositories. The
Company will send 39th AGM Notice and the statement containing the salient features of all
the documents to other members who have not registered their e-mail id with the company
through permitted mode. The Company shall send the physical copy of the Annual Report
only to those members who specifically request for the same by sending an e-mail at
cs@haldiram.com.

The Notice calling the 39th AGM and the Annual Report for the Financial Year ended 31st
March, 2024 have been uploaded on the website of the Company at www.suryaindialtd.com
and may also be accessed from the relevant section of the website of the Stock Exchange i.e.
BSE Limited (BSE) at www.bseindia.com. The 39th AGM Notice is also available on the website
of NSDL (agency for providing the remote e- Voting facility) at www.evoting.nsdl.com

9. All the documents referred to in the accompanying notice are open for inspection at the
Company’s Registered Office situated at B-1/F-12, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi- 110044 on all working days of the Company, between 10:00 a.m.
(IST) to 01:00 p.m. (IST) upto the date of the 39th AGM.

10. The following statutory registers are open for inspection by members and others at the
registered office of the Company as prescribed in the respective sections of the Companies
Act, 2013 as specified below:

a) Register of Contracts with related party and contracts and bodies etc. in which directors
are interested under section 189 of the Companies Act, 2013.

b) Register of Directors and Key Managerial Personnel and their shareholding under section
170 of the Companies Act, 2013.

The aforesaid registers shall be kept open for inspection on all working days during business
hours and at the 39th AGM by any person entitled to attend the meeting.
 SURYA INDIA LIMITED

11. Pursuant to Section 91 of the Companies Act, 2013, the register of members and the share
transfer books of the Company will remain closed from Monday, 23rd day of September, 2024
to Sunday, 29th day of September, 2024 (both days inclusive) for the purpose of 39 th AGM and
will be available for inspection at the venue of the 39th AGM till the conclusion of the meeting.

12. Members desirous of getting any information about the Annual accounts and/or operations
of the Company are requested to write to the Company at its Registered Office at least seven
days before the date of the Meeting to enable the Company to keep the information ready
at the Meeting.

13. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Rules, 2014 (as amended), MCA circulars,
Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as
amended) and Secretarial Standard- 2 on General Meeting issued by Institute of Company
Secretaries of India (ICSI), the Company is providing facility of remote e- voting to its
Members in respect of the business to be transacted at the 39th AGM. For this purpose, the
Company has engaged the services of National Securities Depository Limited (NSDL) for
facilitating remote e- voting facility.

14. The Board of Directors of the Company in its meeting held on 05 th day of September 2024
has appointed Mr. Pradeep Kathuria of M/s P. Kathuria & Associates (Membership No. FCS
4655, CP No. 3086), Company Secretaries, as scrutinizer for scrutinizing the entire voting
process i.e. remote e-voting and voting at 39th AGM, to ensure that the process is carried
out in a fair and transparent manner. The written consent in this regard has been obtained
from him.

15. The Scrutinizer shall, immediately after the conclusion of voting at the 39 th AGM, first count
the votes cast during the 39th AGM, thereafter unblock the votes cast through remote e-
voting in the presence of at least two witnesses not in the employment of the Company and
make, not later than two working days of conclusion of the 39th AGM, a Consolidated
Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman or a
person authorized by him/ her in writing, who shall countersign the same.

The results declared along with the Scrutinizer’s Report shall be placed on the Company’s
website www.suryaindialtd.com and on the NSDL website www.evoting.nsdl.com
immediately after declaration. The Company shall simultaneously forward the results to BSE
Limited (BSE), where the shares of the Company are listed.

16. The ISIN of the Equity Shares having face value of Rs.10/- each is INE446E01019.

17. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, securities of listed companies can be transferred only in dematerialized
 SURYA INDIA LIMITED

form with effect from, April 1, 2019. Further, with effect from January 24, 2022 transmission
or transposition of securities held in physical or dematerialized form shall be effected only
in dematerialized form. In view of this and to eliminate all risks associated with physical
shares and for ease of portfolio management, members holding shares in physical form are
requested to consider converting their holdings to dematerialized form. Members can
contact the Company or Company’s Registrar and Transfer Agent, Skyline Financial Services
Private Limited for assistance in this regard.

18. As per the provisions of Section 72 of the Companies Act, 2013 read with Rule 19(1) of
Companies (Share Capital and Debentures), Rules, 2014, members are entitled to make
nomination in respect of shares held by them in physical form. Members who have not yet
registered their nomination and are desirous of making nominations are requested to send
their requests in Form SH- 13 of the said rules. If a Member desires to cancel the earlier
nomination and record a fresh nomination, he/ she may submit the same in Form No. SH-
14 of the said rules. Members holding shares in electronic form may submit the same to their
respective depository participant(s).

19. To support the “Green Initiative”, the Members who have not registered their e-mail
addresses so far, are requested to register their e-mail address for receiving all
communications including Annual Report, Notices, Circulars, etc. from the Company
electronically.

20. Your attention is invited on the Companies (Significant Beneficial Ownership) Amendment
Rules, 2019 issued by the Ministry of Corporate Affairs on 08th February 2019. A person is
considered as a Significant Beneficial Owner (SBO) if he/ she, whether acting alone, together
or through one or more individuals or trust holds a beneficial interest of at least 10%. The
beneficial interest could be in the form of a company’s shares or the right to exercise
significant influence or control over the company. If any Shareholders holding shares in the
Company on behalf of other or fulfilling the criteria, is required to give a declaration
specifying the nature of his/ her interest and other essential particulars in the prescribed
manner and within the permitted time frame.

21. Route Map of the meeting is enclosed with the notice.

22. The instructions for members for remote e-voting process are as under:

The remote e-voting period begins on Thursday, 26 th day of September, 2024 (9:00 am IST)
and ends on Saturday, 28th day of September, 2024 (5:00 pm IST). During this period,
Shareholders’ of the Company, may cast their vote electronically. The remote e-voting
module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast
by the shareholder, the shareholder shall not be allowed to change it subsequently. The
Members, whose names appear in the Register of Members/ Beneficial Owners maintained
 SURYA INDIA LIMITED

by the depositories as on the cut-off date i.e. Monday, 23rd day of September, 2024, shall
be entitled to avail the facility of remote e- voting and voting at the 39 th AGM. The voting
right of shareholders shall be in proportion to their share in the paid-up equity share capital
of the Company as on the cut-off date, being Monday, 23rd day of September, 2024. Any
person, who acquires shares of the Company and become member of the Company after
dispatch/ issue of the notice and holding shares as of the cut-off date i.e. Monday, 23rd day
of September, 2024 may obtain the login ID and password by sending a request at
evoting@nsdl.co.in or cs@haldiram.com. However, if he/ she is already registered with
NSDL for remote e-voting then he/she can use his/her existing User ID and password for
casting the vote.

A person who is not a member as on the cut- off date should treat this notice for information
purpose only.

The Members who have cast their vote by remote e-voting prior to the 39th AGM may also
attend/ participate in the 39th AGM but shall not be entitled to cast their vote again.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:

Step 1: Access to NSDL e-Voting system

A. Login method for e- voting for Individual shareholders holding securities in demat
mode are as under:

In terms of SEBI circular dated December 9, 2020, on e-voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with depositories and depository participants (DP).
Shareholders are advised to update their mobile number and email id in their demat
accounts in order to access e- Voting facility.

Login method for individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding Securities in demat mode with NSDL:

a. Existing IDeAS user can visit the e-Services website of NSDL viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile device. On the
e-Services home page click on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see e-Voting services under
 SURYA INDIA LIMITED

Value Added Services. Click on “Access to e-Voting” under e-Voting services and you will
be able to see e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during
the remote e-Voting period. If you are not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS
Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

b. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during the remote e-
Voting period.

c. Shareholders/Members can also download the NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding Securities in demat mode with CDSL:

a. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
id and password. Option will be made available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your
existing my easi username & password.

b. After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-Voting period.
 SURYA INDIA LIMITED

Additionally, there is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’ website directly.

c. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on
registration option.

d. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able to see
the e-Voting option where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

Individual shareholders (holding securities in demat mode) login through their depository
participants

You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able
to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-Voting feature. Click
on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-Voting period.

Important Note: Members who are unable to retrieve User ID/ Password are advised to use
forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with NSDL helpdesk by sending a request at
NSDL evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 -
2499 7000
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with CDSL helpdesk by sending a request at
CDSL helpdesk.evoting@cdslindia.com or contact at toll free
no. 1800 -21-09911
 SURYA INDIA LIMITED

B. Login method for e-voting for shareholders other than Individual Shareholders
holding securities in demat mode and shareholders holding securities in physical
mode are as under:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholders/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting services and you can
proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Your User ID is:

Demat (NSDL or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID

demat account with NSDL.
For example if your DP ID is IN300*** and Client
ID is 12****** then your user ID is
IN300***12******.

b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL.
For example, if your Beneficiary ID is
12************** then your user ID is
12**************

c) For Members holding shares in EVEN Number followed by Folio Number

Physical Form. registered with the company
 SURYA INDIA LIMITED

For example, if folio number is 001*** and EVEN

is 101456 then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can use your existing password to
login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need enter the ‘initial password’ and the system will force you to change
your password.

c) How to retrieve your ‘initial password’?

i. If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file.
Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

ii. If your email ID is not registered, please follow steps mentioned below in process for
those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten
your password:

a) Click on “Forgot User Details/ Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) “Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a
request at evoting@nsdl.co.in mentioning your demat account number/folio number,
your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes
on the e-Voting system of NSDL.
 SURYA INDIA LIMITED

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on
the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the Companies “EVEN” in which
you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-
Voting period. Now you are ready for e-Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on
the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.

C. General guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.
with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer by e-mail to pkathuria28@gmail.com with a copy
marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority
Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under
"e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an event,
 SURYA INDIA LIMITED

you will need to go through the “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries/ grievances, you may refer the Frequently Asked Questions (FAQs)
for shareholders and e-voting user manual for shareholders available at the download
section of www.evoting.nsdl.com or call on toll free numbers 1800-1020-990 and 1800
22 44 30 or send a request at evoting@nsdl.co.in

D. Process for those shareholders whose email ids are not registered with the
depositories for procuring user id and password and registration of email ids for e-
voting for the resolutions set out in this notice:

1. For Physical Shareholders - In case shares are held in physical mode please provide Folio
No., Name of shareholder, scanned copy of the share certificate (front and back), PAN
(self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar
Card) by email to Company email id at cs@haldiram.com.

2. For Demat Shareholders - In case shares are held in demat mode, please provide DPID-
CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of
Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR
(self-attested scanned copy of Aadhar Card) to Company email id at cs@haldiram.com.

If you are an Individual shareholders holding securities in demat mode, you are requested
to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/ members may send a request to evoting@nsdl.co.in for

procuring user id and password for e- voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are required to update their mobile number and email ID correctly in their
demat account in order to access e-Voting facility.

Date: 05/09/2024 By Order of the Board of Directors

Place: New Delhi Surya India Limited

Pooja
Company Secretary & Compliance Officer
M. No.: A67011
Address: RC-3 Sarojini Nagar
New Delhi -110023
 SURYA INDIA LIMITED

Explanatory Statement

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) given
hereunder sets out all material facts relating to the special business mentioned at Item No. 03 to
07 of the accompanying Notice calling 39th Annual General Meeting of Surya India Limited (“the
Company”).

Item no. 3

The members of the Company are being informed that as per the provisions of Section 188(1)(c)
of the Companies Act, 2013 (“the Act”), read with the Companies (Meetings of Board and Power)
Rules, 2014, if in any financial year, transactions to be entered into, either individually or taken
together along with the transactions entered earlier, with respect to leasing of property of any
kind, amounts to ten percent or more of the turnover of the audited financial statement of the
preceding financial year, then the Company is required to obtain approval from the shareholders
of the Company.

Further, amended Regulation 23 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 01 st April, 2022,
read with the Company’s Policy on Related Party Transactions, provides that entering into material
related party transactions shall require prior approval of the shareholders of the Company.

Also as per Regulation 23(1), a transaction shall be considered as material if the transaction to be
entered into, either individually or taken together with previous transaction(s) during a financial
year, exceeds Rupees One Thousand crores or ten percent of the annual consolidated turnover of
the listed entity, as per the last audited financial statements of the listed entity, whichever is
lower.

The Company, in order to pursue its business interests, enters into various transactions with its
related parties. Amongst these transactions, the estimated value of transactions with Haldiram
Products Private Limited, a related party under Section 2(76) of the Act and Regulation 2(1)(zb) of
the SEBI Listing Regulations, during the financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial year ending 31 st March, 2025, is expected to
exceed the materiality threshold as stated above.

Accordingly, the Board of Directors of the Company (‘the Board’) at its meeting held on 05th
September 2024 and on the recommendation of the Audit Committee, has recommended to its
shareholders for consideration and approval of entering into material related party transactions
with Haldiram Products Private Limited, during the financial year 2024-25 and up to the conclusion
of the Annual General Meeting to be held for the financial year ending 31 st March, 2025, as set
out in the Item No. 3 of the accompanying Notice.
 SURYA INDIA LIMITED

The transactions sought to be approved by shareholders will be entered in the ordinary course of
business and on arm’s length basis.

The details as required in accordance with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014 are as follows:

S. No Particulars Details of transaction

1 Name of the related party Haldiram Products Private Limited

2 Name of the director or key Mrs. Preeti Agarwal, Managing Director, Mrs.
managerial personnel who is Priyanka Agarwal, Wholetime Director and Mr.
related, if any Manohar Lal Agarwal, Director of the Company are
directly and/ or indirectly related to Haldiram
Products Private Limited. The above directors being
related are considered to be interested in the
proposed resolution as set out in item no. 3 of the
accompanying notice.

3 Nature of relationship Above mentioned directors are considered to have

significant influence on Haldiram Products Private
Limited.

4 Nature, material terms, Nature: Leasing of property of any kind

monetary value and particulars
of the contract or Material terms: The terms and conditions may be as
arrangements mutually agreed between the Board (in consultation
with the Audit Committee of the Company) and
Haldiram Products Private Limited, which will be in
the best interest of the Company

Monetary value: The transaction will be within the

overall limit, as approved by the members of the
Company in the upcoming AGM.

Particulars of the contract or arrangements: The

proposed transactions are in the nature of renting/
leasing of the properties of the Company at arm’s
length basis and in the ordinary course of business of
the Company and the said transactions are covered
under Section 188 and other applicable provisions, if
 SURYA INDIA LIMITED

any, of the Companies Act, 2013 read with SEBI

Listing Regulations.

5 Any other information relevant The transaction is/ will be carried out at arm’s length
or important for the members basis and in the ordinary course of business.
to take a decision on the
proposed resolution.

Other details of the transactions, pursuant to the SEBI Circular No.

SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder:

S. No Particulars Details of transaction

1 Summary of information as Type, material terms and particulars of the
provided by the management proposed transaction: The Company have entered
of the Company to audit into/ proposes to enter into transactions in relation
committee to renting/ leasing of its properties of any kind with
its related party at arm’s length basis and in the
ordinary course of business.

Name of the related party and its relationship with

the listed entity or its subsidiaries, including nature
of concern or interest: Haldiram Products Private
Limited, is a related party as per the provisions of
Section 2(76) of the Companies Act, 2013 (“the Act”)
and Regulation 2(1)(zb) of Listing Regulations. Mr.
Manohar Lal Agarwal, Director, Mrs. Preeti Agarwal,
Managing Director and Mrs. Priyanka Agarwal,
Wholetime Director of the Company, are concerned
or interested, financially or otherwise, in the
proposed transaction.

Tenure of the proposed transaction: during the

financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial
year ending 31st March, 2025.

Value of the proposed transaction: upto an amount

not exceeding Rs. 3,00,00,000/- (Rupees Three Crore
only)

Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial
 SURYA INDIA LIMITED

year, that is represented by the value of the

proposed transaction: 66.06%

2 Justification for why the The Company is mainly engaged in providing its
proposed transaction is in the properties on rent/ lease to the other parties and
interest of the Company earns income therefrom.

Generally, the company owns commercial spaces in

malls/ multiplexes and they are let out to renowned
food and restaurant outlets.

Haldiram is a renowned and growing brand having

QSR outlet across Delhi/ NCR and the continued
association of the Company with Haldiram Products
Private Limited for the proposed transaction will
prosper to aid the growth of the Company’s business.

3 Where the transaction relates Not applicable

to any loans, inter-corporate
deposits, advances or
investments made or given by
the Company or its subsidiary,
the details of the source of
funds, in connection with the
proposed transaction, Where
any financial indebtedness is
incurred to make or give loan,
inter- corporate deposits,
advances or investments,
Applicable terms, including
covenants, tenure, interest
rate and repayment schedule,
whether secured or unsecured,
if secured, the nature of
security and the purpose for
which the funds will be utilized
by the ultimate beneficiary of
such funds pursuant to the RPT
4 Statement that the valuation or The valuation report as obtained from the valuer is
other external report, if any, available for inspection at the registered office of the
relied upon by the Company in Company during the business hours till the conclusion
 SURYA INDIA LIMITED

relation to the proposed of the AGM and same will be made available at the
transaction will be made request of the shareholder at their registered e-mail
available through the address.
registered email address of the
shareholders
5 Percentage of counter- party’s 0.69%
annual consolidated turnover
(2023-24) that is represented
by the value of proposed RPT,
on a voluntary basis
6 Any other information that All relevant information is mentioned in the
may be relevant explanatory statement pursuant to Section 102(1) of
the Act, forming part of this Notice.

Based on the recommendation of the Audit Committee, the Board of directors recommends the
Ordinary Resolution set forth at Item No. 3 of the Notice for approval by the Members.

Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka Agarwal, Wholetime Director and Mr.
Manohar Lal Agarwal, Director of the Company and their relatives are concerned or interest,
financially and otherwise, in the Ordinary resolution as set out at Item No. 3 of the accompanying
notice.

The members may note that in terms of the provisions of Section 188 of the Act and Listing
Regulations, no related party shall vote to approve the Ordinary Resolution set forth at Item No.
3 of the Notice, whether the entity is a related party to the particular transaction or not.

Item no. 4

The members of the Company are being informed that as per the provisions of Section 188(1)(c)
of the Companies Act, 2013 (“the Act”), read with the Companies (Meetings of Board and Power)
Rules, 2014, if in any financial year, transactions to be entered into, either individually or taken
together along with the transactions entered earlier, with respect to leasing of property of any
kind, amounts to ten percent or more of the turnover of the audited financial statement of the
preceding financial year, then the Company is required to obtain approval from the shareholders
of the Company.

Further, amended Regulation 23 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 01 st April, 2022,
read with the Company’s Policy on Related Party Transactions, provides that entering into material
related party transactions shall require prior approval of the shareholders of the Company.
 SURYA INDIA LIMITED

Also, as per Regulation 23(1), a transaction shall be considered as material if the transaction to be
entered into, either individually or taken together with previous transaction(s) during a financial
year, exceeds Rupees one thousand crores or ten percent of the annual consolidated turnover of
the listed entity, as per the last audited financial statements of the listed entity, whichever is
lower.

The Company, in order to pursue its business interests, enters into various transactions with its
related parties. Amongst these transactions, the estimated value of transactions with Haldiram
Manufacturing Company Private Limited, a related party under Section 2(76) of the Act and
Regulation 2(1)(zb) of the SEBI Listing Regulations, during the financial year 2024-25 and up to the
conclusion of the Annual General Meeting to be held for the financial year ending 31 st March,
2025, is expected to exceed the materiality threshold as stated above.

Accordingly, the Board of Directors of the Company (‘the Board’) at its meeting held on 05 th
September, 2024 and on the recommendation of the Audit Committee, has recommended to its
shareholders for consideration and approval of entering into material related party transactions
with Haldiram Manufacturing Company Private Limited, during the financial year 2024-25 and up
to the conclusion of the Annual General Meeting to be held for the financial year ending 31 st
March, 2025, as set out in the Item No. 4 of the accompanying Notice.

The transactions sought to be approved by shareholders will be entered in the ordinary course of
business and on arm’s length basis.

The details as required in accordance with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014 are as follows:

S. No Particulars Details of transaction

1 Name of the related party Haldiram Manufacturing Company Private Limited

2 Name of the director or key Mrs. Preeti Agarwal, Managing Director, Mrs.
managerial personnel who is Priyanka Agarwal, Wholetime Director and Mr.
related, if any Manohar Lal Agarwal, Director of the Company are
directly and/ or indirectly related to Haldiram
Manufacturing Company Private Limited. The above
directors being related are considered to be
interested in the proposed resolution as set out in
item no. 4 of the accompanying notice.
 SURYA INDIA LIMITED

3 Nature of relationship Above mentioned directors are considered to have

significant influence on Haldiram Manufacturing
Company Private Limited.

4 Nature, material terms, Nature: Leasing of property of any kind

monetary value and particulars
of the contract or Material terms: The terms and conditions may be as
arrangements mutually agreed between the Board (in consultation
with the Audit Committee of the Company) and
Haldiram Manufacturing Company Private Limited,
which will be in the best interest of the Company.

Monetary value: The transaction will be within the

overall limit, as approved by the members of the
Company in the upcoming AGM.

Particulars of the contract or arrangements: The

proposed transactions are in the nature of renting/
leasing of the properties of the Company at arm’s
length basis and in the ordinary course of business of
the Company and the said transactions are covered
under Section 188 and other applicable provisions, if
any, of the Companies Act, 2013 read with SEBI
Listing Regulations.

5 Any other information relevant The transaction is/ will be carried out at arm’s length
or important for the members basis and in the ordinary course of business.
to take a decision on the
proposed resolution.

Other details of the transactions, pursuant to the SEBI Circular No.

SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder:

S. No Particulars Details of transaction

1 Summary of information as Type, material terms and particulars of the
provided by the management proposed transaction: The Company have entered
of the Company to audit into/ proposes to enter into transactions in relation
committee to renting/ leasing of its properties of any kind with
its Related Party at arm’s length basis and in the
ordinary course of business.
 SURYA INDIA LIMITED

Name of the related party and its relationship with

the listed entity or its subsidiaries, including nature
of concern or interest: Haldiram Manufacturing
Company Private Limited, is a related party as per the
provisions of Section 2(76) of the Companies Act,
2013 and Regulation 2(1)(zb) of Listing Regulations.
Mr. Manohar Lal Agarwal, Director, Mrs. Preeti
Agarwal, Managing Director and Mrs. Priyanka
Agarwal, Wholetime Director are concerned or
interested, financially or otherwise in the proposed
transaction.

Tenure of the proposed transaction: during the

financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial
year ending 31st March, 2025.

Value of the proposed transaction: upto an amount

not exceeding Rs. 3,00,00,000/- (Rupees Three Crore
only)

Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial
year, that is represented by the value of the
proposed transaction: 66.06%

2 Justification for why the The Company is mainly engaged in providing its
proposed transaction is in the properties on rent/ lease to the other parties and
interest of the Company earns income therefrom.

Generally, the company owns commercial spaces in

malls/ multiplexes and they are let out to renowned
food and restaurant outlets.

Haldiram is a renowned and growing brand having

QSR outlet across Delhi/ NCR and the continued
association of the Company with Haldiram
Manufacturing Company Private Limited for the
proposed transaction will prosper to aid the growth
of the Company’s business.
 SURYA INDIA LIMITED

3 Where the transaction relates Not applicable

to any loans, inter-corporate
deposits, advances or
investments made or given by
the Company or its subsidiary,
the details of the source of
funds, in connection with the
proposed transaction, Where
any financial indebtedness is
incurred to make or give loan,
inter- corporate deposits,
advances or investments,
Applicable terms, including
covenants, tenure, interest
rate and repayment schedule,
whether secured or unsecured,
if secured, the nature of
security and the purpose for
which the funds will be utilized
by the ultimate beneficiary of
such funds pursuant to the RPT
4 Statement that the valuation or The valuation report as obtained from the valuer is
other external report, if any, available for inspection at the registered office of the
relied upon by the Company in Company during the business hours till the conclusion
relation to the proposed of the AGM and same will be made available at the
transaction will be made request of the shareholder at their registered e-mail
available through the address.
registered email address of the
shareholders
5 Percentage of counter- party’s 0.39%
annual consolidated turnover
(2023-24) that is represented
by the value of proposed RPT,
on a voluntary basis
6 Any other information that All relevant information is mentioned in the
may be relevant explanatory statement pursuant to Section 102(1) of
the Act, forming part of this Notice.

Based on the recommendation of the Audit Committee, the Board of directors recommends the
Ordinary Resolution set forth at Item No. 4 of the Notice for approval by the Members.
 SURYA INDIA LIMITED

Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka Agarwal, Wholetime Director and Mr.
Manohar Lal Agarwal, Director of the Company and their relatives are concerned or interest,
financially and otherwise, in the Ordinary resolution as set out at Item No. 4 of the accompanying
notice.

The members may note that in terms of the provisions of Section 188 of the Act and Listing
Regulations, no related party shall vote to approve the Ordinary Resolution set forth at Item No.
4 of the Notice, whether the entity is a related party to the particular transaction or not.

Item no. 5

The members of the Company are being informed that as per the provisions of Section 188(1)(c)
of the Companies Act, 2013 (“the Act”), read with the Companies (Meetings of Board and Power)
Rules, 2014, if in any financial year, transactions to be entered into, either individually or taken
together along with the transactions entered earlier, with respect to leasing of property of any
kind, amounts to ten percent or more of the turnover of the audited financial statement of the
preceding financial year, the Company is required to obtain prior approval from the shareholders
of the Company.

Further, amended Regulation 23 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 01 st April, 2022,
read with the Company’s Policy on Related Party Transactions, provides that entering into material
related party transactions shall require approval of the shareholders of the Company.

Also, as per Regulation 23(1), a transaction shall be considered as material if the transaction to be
entered into, either individually or taken together with previous transaction(s) during a financial
year, exceeds Rupees one thousand crore or ten percent of the annual consolidated turnover of
the listed entity, as per the last audited financial statements of the listed entity, whichever is
lower.

The Company, in order to pursue its business interests, enters into various transactions with its
related parties. Amongst these transactions, the estimated value of transactions with Haldiram
Ethnic Foods Private Limited, a related party under Section 2(76) of the Act and Regulation 2(1)(zb)
of the SEBI Listing Regulations, during the financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial year ending 31 st March, 2025, is expected to
exceed the materiality threshold as stated above.

Accordingly, the Board of Directors of the Company (‘the Board’) at its meeting held on 05 th
September 2024 and on the recommendation of the Audit Committee, has recommended to its
shareholders for consideration and approval of entering into material related party transactions
with Haldiram Ethnic Foods Private Limited, during the financial year 2024-25 and up to the
 SURYA INDIA LIMITED

conclusion of the Annual General Meeting to be held for the financial year ending 31 st March,
2025, as set out in the Item No. 5 of the accompanying Notice.

The transactions sought to be approved by shareholders will be entered in the ordinary course of
business and on arm’s length basis.

The details as required in accordance with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014 are as follows:

S. No Particulars Details of transaction

1 Name of the related party Haldiram Ethnic Foods Private Limited

2 Name of the director or key Mrs. Preeti Agarwal, Managing Director, Mrs.
managerial personnel who is Priyanka Agarwal, Wholetime Director and Mr.
related, if any Manohar Lal Agarwal, Director of the Company are
directly and/ or indirectly related to Haldiram Ethnic
Foods Private Limited. The above directors being
related are considered to be interested in the
proposed resolution as set out in item no. 5 of the
accompanying notice.

3 Nature of relationship Above mentioned directors are considered to have

significant influence on Haldiram Ethnic Foods
Private Limited.

4 Nature, material terms, Nature: Leasing of property of any kind

monetary value and particulars
of the contract or Material terms: The terms and conditions may be as
arrangements mutually agreed between the Board (in consultation
with the Audit Committee of the Company) and
Haldiram Ethnic Foods Private Limited, which will be
in the best interest of the Company.

Monetary value: The transaction will be within the

overall limit, as approved by the members of the
Company in the upcoming AGM.

Particulars of the contract or arrangements: The

proposed transactions are in the nature of renting/
leasing of the properties of the Company at arm’s
length basis and in the ordinary course of business of
 SURYA INDIA LIMITED

the Company and the said transactions are covered

under Section 188 and other applicable provisions, if
any, of the Companies Act, 2013 read with SEBI
Listing Regulations.

5 Any other information relevant The transaction is/ will be carried out at arm’s length
or important for the members basis and in the ordinary course of business.
to take a decision on the
proposed resolution.

Other details of the transactions, pursuant to the SEBI Circular No.

SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder:

S. No Particulars Details of transaction

1 Summary of information as Type, material terms and particulars of the
provided by the management proposed transaction: The Company have entered
of the Company to audit into/ proposes to enter into transactions in relation
committee to renting/ leasing of its properties of any kind with
its related party at arm’s length basis and in the
ordinary course of business.

Name of the related party and its relationship with

the listed entity or its subsidiaries, including nature
of concern or interest: Haldiram Ethnic Foods Private
Limited, is a related party as per the provisions of
Section 2(76) of the Companies Act, 2013 and
Regulation 2(1)(zb) of the SEBI Listing Regulations.
Mr. Manohar Lal Agarwal, Director, Mrs. Preeti
Agarwal, Managing Director and Mrs. Priyanka
Agarwal, Wholetime Director are concerned or
interested, financially or otherwise, in the proposed
transaction.

Tenure of the proposed transaction: during the

financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial
year ending 31st March, 2025.

Value of the proposed transaction: upto an amount

not exceeding Rs. 3,00,00,000/- (Rupees Three Crore
only)
 SURYA INDIA LIMITED

Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial
year, that is represented by the value of the
proposed transaction: 66.06%

2 Justification for why the The Company is mainly engaged in providing its
proposed transaction is in the properties on rent/ lease to the other parties and
interest of the Company earns income therefrom.

Generally, the company owns commercial spaces in

malls/ multiplexes and they are let out to renowned
food and restaurant outlets.

Haldiram is a renowned and growing brand having

QSR outlet across Delhi/ NCR and the continued
association of the Company with Haldiram Ethnic
Foods Private Limited for the proposed transaction
will prosper to aid the growth of the Company’s
business.

3 Where the transaction relates Not applicable

to any loans, inter-corporate
deposits, advances or
investments made or given by
the Company or its subsidiary,
the details of the source of
funds, in connection with the
proposed transaction, Where
any financial indebtedness is
incurred to make or give loan,
inter- corporate deposits,
advances or investments,
Applicable terms, including
covenants, tenure, interest
rate and repayment schedule,
whether secured or unsecured,
if secured, the nature of
security and the purpose for
which the funds will be utilized
by the ultimate beneficiary of
such funds pursuant to the RPT
 SURYA INDIA LIMITED

4 Statement that the valuation or The valuation report as obtained from the valuer is
other external report, if any, available for inspection at the registered office of the
relied upon by the Company in Company during the business hours till the conclusion
relation to the proposed of the AGM and same will be made available at the
transaction will be made request of the shareholder at their registered e-mail
available through the address.
registered email address of the
shareholders
5 Percentage of counter- party’s 0.85%
annual consolidated turnover
(2023-24) that is represented
by the value of proposed RPT,
on a voluntary basis
6 Any other information that All relevant information is mentioned in the
may be relevant explanatory statement pursuant to Section 102(1) of
the Act, forming part of this Notice.

Based on the recommendation of the Audit Committee, the Board of directors recommends the
Ordinary Resolution set forth at Item No. 5 of the Notice for approval by the Members.

Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka Agarwal, Wholetime Director and Mr.
Manohar Lal Agarwal, Director of the Company and their relatives are concerned or interest,
financially and otherwise, in the Ordinary resolution as set out at Item No. 5 of the accompanying
notice.

The members may note that in terms of the provisions of Section 188 of the Act and Listing
Regulations, no related party shall vote to approve the Ordinary Resolution set forth at Item No.
5 of the Notice, whether the entity is a related party to the particular transaction or not.

Item no. 6

The members of the Company are being informed that as per the provisions of Section 185 and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the
Companies (Meetings of Board and Power) Rules, 2014 and regulations made thereunder,
Haldiram Snacks Private Limited is covered under the category of ‘any person in whom any of the
director of the company is interested’. Accordingly, it will be a ‘Related Party’ of your Company
in terms of Section 2(76) of the Act and Regulation 2(1)(zb) and applicable provisions of SEBI
(Listing Regulations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”). The
said explanation to Section 185(2) is re-iterated below for your reference.
 SURYA INDIA LIMITED

Explanation- For the purposes of this sub-section, the expression ‘any person in whom any of the
director of the company is interested’ means-

(a) any private company of which any such director is a director or member;
(b) any Body Corporate at a general meeting of which not less than 25% of the total voting power
may be exercised or controlled by
a. any such director, or
b. by two or more such directors, together; or

(c) any Body Corporate, the Board of directors, managing director or manager, whereof is
accustomed to act in accordance with the directions or instructions of the
a. Board; or
b. of any director or directors, of the lending company.

Thus, in terms of section 185 of the Act, the giving of loan requires the approval of the members
of the Company by way of a Special Resolution, since Mr. Manohar Lal Agarwal, Director of the
Company is also Chairman & Managing Director, Promoter and Shareholder of Haldiram Snacks
Private Limited.

Further, following are the brief particulars for grant of loan to Haldiram Snacks Private Limited:

Name of the Particulars of loans to be Purpose Rate of Interest

Company given, or guarantee to be
given or security to be
provided
Haldiram Snacks Aggregate amount for For business As may be
Private Limited grant of loan to Haldiram activities/ mutually agreed
Snacks Private Limited expansion of between the
shall not exceed an business and to parties from time
amount of INR. meet working to time in the
50,00,00,000 (Rupees Fifty capital interest of the
Crore only) during the requirements. Company provided
Financial Year 2024- 25 that the rate of
and up to the conclusion of interest shall not
the Annual General be lower than
Meeting to be held for the the prevailing
financial year ending 31st yield of one year,
March, 2025. three year, five
year or ten year
Government
Security closest to
 SURYA INDIA LIMITED

the tenor of the

loan.

Further, amended Regulation 23 of the SEBI Listing Regulations, effective 01 st April, 2022, read
with the Company’s Policy on Related Party Transactions, provides that entering into material
related party transactions shall require prior approval of the shareholders of the Company.

Also, as per Regulation 23(1), a transaction shall be considered as material if the transaction to be
entered into, either individually or taken together with previous transaction(s) during a financial
year, exceeds Rupees one thousand crore or ten percent of the annual consolidated turnover of
the listed entity, as per the last audited financial statements of the listed entity, whichever is
lower.

The Company, in order to pursue its business interests, enters into various transactions with its
related parties. Amongst these transactions, the estimated value of transactions with Haldiram
Snacks Private Limited, a related party under Section 2(76) of the Act and Regulation 2(1)(zb) of
the Listing Regulations, during the financial year 2024-25 and up to the conclusion of the Annual
General Meeting to be held for the financial year ending 31st March, 2025, is expected to exceed
the materiality threshold as stated above.

The Company may grant loan to Haldiram Snacks Private Limited, a related party of the Company,
for the purpose of its business requirements, which can be considered as transfer of resources,
services or obligation between the Company and its related party. Such transaction comes under
the purview of related party transaction as defined in Regulation 2(1)(zc) of the SEBI Listing
Regulations. Being the material related party transaction, the approval of unrelated members of
the Company is required in terms of Regulation 23(4) of SEBI Listing Regulations.

However, the grant of loan to Haldiram Snacks Private Limited is on arm’s length basis and in the
ordinary course of business of the Company and moreover such transaction is outside the purview
of related party transaction defined under Section 188 of the Companies Act, 2013.

The Company requires approval of the shareholders by way of Special resolution for entering into
and/or continue to enter into transaction(s) for grant of loan to Haldiram Snacks Private Limited
upto a maximum amount of Rs. 50,00,00,000/- (Rupees Fifty Crore only), during the Financial Year
2024- 25 and up to the conclusion of the Annual General Meeting to be held for the financial year
ending 31st March, 2025.

Accordingly, the Board of Directors of the Company (‘the Board’) at its meeting held on 05 th
September, 2024 and on the recommendation of the Audit Committee, recommended for the
approval of the members, entering into material related party transactions with Haldiram Snacks
Private Limited during the financial year 2024-25 and up to the conclusion of the Annual General
 SURYA INDIA LIMITED

Meeting to be held for the financial year ending 31 st March, 2025, as set out in Item No. 6 of the
accompanying notice.

The transactions will be entered in the ordinary course of business and on arm’s length basis.

Although, below details are not required to be given as per the provisions of the Companies Act,
2013, but the same is given as a good Corporate Governance practice by the board of the
Company:

S. No Particulars Details of transaction

1 Name of the related party Haldiram Snacks Private Limited

2 Name of the director or key Mrs. Preeti Agarwal, Managing Director, Mrs.
managerial personnel who is Priyanka Agarwal, Wholetime Director and Mr.
related, if any Manohar Lal Agarwal, Director of the Company are
directly and/ or indirectly related to Haldiram Snacks
Private Limited. The above directors being related
are considered to be interested in the proposed
resolution as set out in item no. 6 of the
accompanying notice.

3 Nature of relationship Above mentioned directors are considered to have

significant influence on Haldiram Snacks Private
Limited.

4 Nature, material terms, Nature: Loan given/ proposed to be given

monetary value and particulars
of the contract and Material terms: The terms and conditions may be as
arrangements mutually agreed between the Board (in consultation
with the Audit Committee of the Company) and
Haldiram Snacks Private Limited, which will be in the
best interest of the Company

Monetary value: The transaction will be within the

overall limit, as approved by the members of the
Company in the upcoming AGM.

Particulars of the contract and arrangements: The

said transaction is covered under Section 186 and
 SURYA INDIA LIMITED

other applicable provisions, if any, of the Companies

Act, 2013 read with Listing Regulations.

5 Any other information relevant The transaction is/ will be carried out at arm’s length
or important for the members basis and in the ordinary course of business.
to take a decision on the
proposed resolution.

Other details of the transactions, pursuant to the SEBI Circular No.

SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder:

S. No Particulars Details of transaction

1 Summary of information as Type, material terms and particulars of the
provided by the management proposed transaction: The Company have entered
of the Company to audit into/ proposes to enter into transactions in relation
committee to giving of loan to its Related Party at arm’s length
basis and in the ordinary course of business.

Name of the related party and its relationship with

the listed entity or its subsidiaries, including nature
of concern or interest: Haldiram Snacks Private
Limited, is a related party as per the provisions of
Section 2(76) of the Companies Act, 2013 and
Regulation 2(1)(zb) of Listing Regulations. Mr.
Manohar Lal Agarwal, Director, Mrs. Preeti Agarwal,
Managing Director and Mrs. Priyanka Agarwal,
Wholetime Director are concerned or interested,
financially or otherwise, in the proposed transaction.

Tenure of the proposed transaction: during the

financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial
year ending 31st March, 2025.

Value of the proposed transaction: upto an amount

not exceeding Rs. 50 crore (Rupees Fifty Crore only).

Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial
year, that is represented by the value of the
proposed transaction: 1101.08%
 SURYA INDIA LIMITED

2 Justification for why the The company invest its surplus funds by giving loan to
proposed transaction is in the the other corporates at a rate of interest not less than
interest of the Company government prevailing yield.

Haldiram is a renowned and growing brand having its

wide presence in FMCG sector and the proposed
transactions will aid the growth of the Company’s
revenue.

3 Where the transaction relates Details of the source of funds in connection with the
to any loans, inter-corporate proposed transaction: Owned funds
deposits, advances or
investments made or given by Where any financial indebtedness is incurred to
the Company or its subsidiary: make or give loan, inter- corporate deposits,
if secured, the nature of advances or investments:
security and the purpose for
which the funds will be utilized  Nature of indebtedness: Not applicable
by the ultimate beneficiary of  Cost of funds: Not applicable
such funds pursuant to the RPT  Tenure: Not applicable

Applicable terms, including covenants, tenure,

interest rate and repayment schedule, whether
secured or unsecured: The said unsecured loan as
proposed to be granted to Haldiram Snacks Private
Limited is repayable on demand. The terms of the
issue will be as mutually agreed between the parties
from time to time in the best interest of the Company
provided that the rate of interest shall not be lower
than the prevailing yield of one year, three year, five
year or ten year Government Security closest to the
tenor of the loan.

The purpose for which the funds will be utilized by

the ultimate beneficiary of such funds pursuant to
the RPT: The said loan will be utilized by Haldiram
Snacks Private Limited for business expansion
purpose and to meet working capital requirements.

4 A statement that the valuation Not applicable

or other external report, if any,
relied upon by the Company in
 SURYA INDIA LIMITED

relation to the proposed

transaction will be made
available through the
registered email address of the
shareholders
5 Percentage of counter- party’s 0.75%
annual consolidated turnover
(2023-24) that is represented
by the value of proposed RPT,
on a voluntary basis
6 Any other information that All relevant information is mentioned in the
may be relevant explanatory statement pursuant to Section 102(1) of
the Act, forming part of this Notice.

Based on the recommendation of the Audit Committee, the Board of directors recommends the
Special Resolution set forth at Item No. 6 of the Notice for approval by the Members.

Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka Agarwal, Wholetime Director and Mr.
Manohar Lal Agarwal, Director of the Company and their relatives are concerned or interested,
financially and otherwise, in the Special resolution as set out at Item No. 6 of the accompanying
notice.

The members may note that in terms of the provisions of Section 188 of the Act and Listing
Regulations, no related party shall vote to approve the Special Resolution set forth at Item No. 6
of the Notice, whether the entity is a related party to the particular transaction or not.

Item no. 7

The members of the Company are being informed that as per the provisions of Section 185 and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the
Companies (Meetings of Board and Power) Rules, 2014 and regulations made thereunder,
Haldiram Marketing Private Limited is covered under the category of ‘any person in whom any of
the director of the company is interested’. Accordingly, it will be a ‘Related Party’ of your
Company in terms of Section 2(76) of the Act and Regulation 2(1)(zb) and applicable provisions of
SEBI (Listing Regulations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”).
The said explanation to Section 185(2) is re-iterated below for your reference.

Explanation- For the purposes of this sub-section, the expression ‘any person in whom any of the
director of the company is interested’ means-

(a) any private company of which any such director is a director or member;
 SURYA INDIA LIMITED

(b) any Body Corporate at a general meeting of which not less than 25% of the total voting power
may be exercised or controlled by
a. any such director, or
b. by two or more such directors, together; or

(c) any Body Corporate, the Board of directors, managing director or manager, whereof is
accustomed to act in accordance with the directions or instructions of the
a. Board; or
b. of any director or directors, of the lending company.

Thus, in terms of section 185 of the Act, the giving of loan requires the approval of the members
of the Company by way of a Special Resolution, since Mr. Manohar Lal Agarwal, Director of the
Company is also Director, Promoter and Shareholder of Haldiram Marketing Private Limited.

Further, following are the brief particulars for grant of loan to Haldiram Marketing Private Limited:

Name of the Particulars of loans to be Purpose Rate of Interest

Company given, or guarantee to be
given or security to be
provided
Haldiram Marketing Aggregate amount for For business As may be
Private Limited grant of loan to Haldiram activities/ mutually agreed
Marketing Private Limited expansion of between the
shall not exceed an business and to parties from time
amount of INR. meet working to time in the
50,00,00,000 (Rupees Fifty capital interest of the
Crore only) during the requirements. Company provided
Financial Year 2024- 25 that the rate of
and up to the conclusion of interest shall not
the Annual General be lower than
Meeting to be held for the the prevailing
financial year ending 31st yield of one year,
March, 2025. three year, five
year or ten year
Government
Security closest to
the tenor of the
loan.
 SURYA INDIA LIMITED

Further, amended Regulation 23 of the SEBI Listing Regulations, effective 01 st April, 2022, read
with the Company’s Policy on Related Party Transactions, provides that entering into material
related party transactions shall require prior approval of the shareholders of the Company.

Also, as per Regulation 23(1), a transaction shall be considered as material if the transaction to be
entered into, either individually or taken together with previous transaction(s) during a financial
year, exceeds Rupees one thousand crore or ten percent of the annual consolidated turnover of
the listed entity, as per the last audited financial statements of the listed entity, whichever is
lower.

The Company, in order to pursue its business interests, enters into various transactions with its
related parties. Amongst these transactions, the estimated value of transactions with Haldiram
Marketing Private Limited, a related party under Section 2(76) of the Act and Regulation 2(1)(zb)
of the Listing Regulations, during the financial year 2024-25 and up to the conclusion of the Annual
General Meeting to be held for the financial year ending 31st March, 2025, is expected to exceed
the materiality threshold as stated above.

The Company may grant loan to Haldiram Marketing Private Limited, a related party of the
Company, for the purpose of its business requirements, which can be considered as transfer of
resources, services or obligation between the Company and its related party. Such transaction
comes under the purview of related party transaction as defined in Regulation 2(1)(zc) of the SEBI
Listing Regulations. Being the material related party transaction, the approval of unrelated
members of the Company is required in terms of Regulation 23(4) of SEBI Listing Regulations.

However, the grant of loan to Haldiram Marketing Private Limited is on arm’s length basis and in
the ordinary course of business of the Company and moreover such transaction is outside the
purview of related party transaction defined under Section 188 of the Companies Act, 2013.

The Company requires approval of the shareholders by way of Special resolution for entering into
and/or continue to enter into transaction(s) for grant of loan to Haldiram Marketing Private
Limited upto a maximum amount of Rs. 50,00,00,000/- (Rupees Fifty Crore only), during the
Financial Year 2024- 25 and up to the conclusion of the Annual General Meeting to be held for the
financial year ending 31st March, 2025.

Accordingly, the Board of Directors of the Company (‘the Board’) at its meeting held on 05 th
September, 2024 and on the recommendation of the Audit Committee, recommended for the
approval of the members, entering into material related party transactions with Haldiram
Marketing Private Limited during the financial year 2024-25 and up to the conclusion of the Annual
General Meeting to be held for the financial year ending 31st March, 2025, as set out in Item No.
7 of the accompanying notice.

The transactions will be entered in the ordinary course of business and on arm’s length basis.
 SURYA INDIA LIMITED

Although, below details are not required to be given as per the provisions of the Companies Act,
2013, but the same is given as a good Corporate Governance practice by the board of the
Company:

S. No Particulars Details of transaction

1 Name of the related party Haldiram Marketing Private Limited

2 Name of the director or key Mrs. Preeti Agarwal, Managing Director, Mrs.
managerial personnel who is Priyanka Agarwal, Wholetime Director and Mr.
related, if any Manohar Lal Agarwal, Director of the Company are
directly and/ or indirectly related to Haldiram
Marketing Private Limited. The above directors being
related are considered to be interested in the
proposed resolution as set out in item no. 7 of the
accompanying notice.

3 Nature of relationship Above mentioned directors are considered to have

significant influence on Haldiram Marketing Private
Limited.

4 Nature, material terms, Nature: Loan given/ proposed to be given

monetary value and particulars
of the contract and Material terms: The terms and conditions may be as
arrangements mutually agreed between the Board (in consultation
with the Audit Committee of the Company) and
Haldiram Snacks Private Limited, which will be in the
best interest of the Company

Monetary value: The transaction will be within the

overall limit, as approved by the members of the
Company in the upcoming AGM.

Particulars of the contract and arrangements: The

said transaction is covered under Section 186 and
other applicable provisions, if any, of the Companies
Act, 2013 read with Listing Regulations.

5 Any other information relevant The transaction is/ will be carried out at arm’s length
or important for the members basis and in the ordinary course of business.
 SURYA INDIA LIMITED

to take a decision on the

proposed resolution.

Other details of the transactions, pursuant to the SEBI Circular No.

SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder:

S. No Particulars Details of transaction

1 Summary of information as Type, material terms and particulars of the
provided by the management proposed transaction: The Company have entered
of the Company to audit into/ proposes to enter into transactions in relation
committee to giving of loan to its Related Party at arm’s length
basis and in the ordinary course of business.

Name of the related party and its relationship with

the listed entity or its subsidiaries, including nature
of concern or interest: Haldiram Marketing Private
Limited, is a related party as per the provisions of
Section 2(76) of the Companies Act, 2013 and
Regulation 2(1)(zb) of Listing Regulations. Mr.
Manohar Lal Agarwal, Director, Mrs. Preeti Agarwal,
Managing Director and Mrs. Priyanka Agarwal,
Wholetime Director are concerned or interested,
financially or otherwise, in the proposed transaction.

Tenure of the proposed transaction: during the

financial year 2024-25 and up to the conclusion of the
Annual General Meeting to be held for the financial
year ending 31st March, 2025.

Value of the proposed transaction: upto an amount

not exceeding Rs. 50 crore (Rupees Fifty Crore only).

Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial
year, that is represented by the value of the
proposed transaction: 1101.08%

2 Justification for why the The company invest its surplus funds by giving loan to
proposed transaction is in the the other corporates at a rate of interest not less than
interest of the Company the government prevailing yield.
 SURYA INDIA LIMITED

Haldiram is a renowned and growing brand having its

wide presence in FMCG sector and the proposed
transactions will aid the growth of the Company’s
revenue.

3 Where the transaction relates Details of the source of funds in connection with the
to any loans, inter-corporate proposed transaction: Owned funds
deposits, advances or
investments made or given by Where any financial indebtedness is incurred to
the Company or its subsidiary: make or give loan, inter- corporate deposits,
if secured, the nature of advances or investments:
security and the purpose for
which the funds will be utilized  Nature of indebtedness: Not applicable
by the ultimate beneficiary of  Cost of funds: Not applicable
such funds pursuant to the RPT  Tenure: Not applicable

Applicable terms, including covenants, tenure,

interest rate and repayment schedule, whether
secured or unsecured: The said unsecured loan as
proposed to be granted to Haldiram Marketing
Private Limited is repayable on demand. The terms of
the issue will be as mutually agreed between the
parties from time to time in the best interest of the
Company provided that the rate of interest shall not
be lower than the prevailing yield of one year, three
year, five year or ten year Government Security
closest to the tenor of the loan.

The purpose for which the funds will be utilized by

the ultimate beneficiary of such funds pursuant to
the RPT: The said loan will be utilized by Haldiram
Marketing Private Limited for business expansion
purpose and to meet working capital requirements.

4 A statement that the valuation Not applicable

or other external report, if any,
relied upon by the Company in
relation to the proposed
transaction will be made
available through the
 SURYA INDIA LIMITED

registered email address of the

shareholders
5 Percentage of counter- party’s 10.34%
annual consolidated turnover
(2023-24) that is represented
by the value of proposed RPT,
on a voluntary basis
6 Any other information that All relevant information is mentioned in the
may be relevant explanatory statement pursuant to Section 102(1) of
the Act, forming part of this Notice.

Based on the recommendation of the Audit Committee, the Board of directors recommends the
Special Resolution set forth at Item No. 7 of the Notice for approval by the Members.

Mrs. Preeti Agarwal, Managing Director, Mrs. Priyanka Agarwal, Wholetime Director and Mr.
Manohar Lal Agarwal, Director of the Company and their relatives are concerned or interested,
financially and otherwise, in the Special resolution as set out at Item No. 7 of the accompanying
notice.

The members may note that in terms of the provisions of Section 188 of the Act and Listing
Regulations, no related party shall vote to approve the Special Resolution set forth at Item No. 7
of the Notice, whether the entity is a related party to the particular transaction or not.

Date: 05/09/2024 By Order of the Board of Directors

Place: New Delhi Surya India Limited

Pooja
Company Secretary & Compliance Officer
M. No.: A67011
Address: RC-3 Sarojini Nagar
New Delhi -110023
 SURYA INDIA LIMITED

Annexure- I

Form No. MGT- 11

PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

CIN: L74899DL1985PLC019991
Name of the Company: Surya India Limited
Registered office: B-1/F-12, Mohan Co- Operative Industrial Estate, Mathura Road, New Delhi-
110044.
Name of the member(s)
Registered Address
Email ID
Folio No. / Client ID
DP ID

I/We being a member(s) of …………….. shares of the above named company, hereby appoint
1. Name:
Address:
Email id:
Signature: _______________________, or failing him

2. Name:
Address:
Email id:
Signature: _______________________, or failing him

3. Name:
Address:
Email id:
Signature: _______________________, or failing him

as my/ our proxy to attend and vote (on a poll) for me/ us and on my/our behalf at the 39 th AGM
of Company, to be held on Sunday, the 29th day of September, 2024 at 01:00 P.M. (IST) at the
registered office of the Company situated at B-1/F-12, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi- 110044 and at any adjournment thereof in respect of such resolutions
as are indicated below:
 SURYA INDIA LIMITED

Short description of the resolutions to be passed in the 39th AGM For Against
ORDINARY BUSINESS:
1. To consider and adopt the Audited Financial Statements of the Company
for the Financial Year ended 31st March, 2024, along with the Boards’
Report and Independent Auditors’ Report thereon.
2. To appoint a director in place of Mr. Manohar Lal Agarwal
(DIN:00290780), who retires by rotation in terms of Section 152(6) of
Companies Act, 2013 and, being eligible, offers himself for re-
appointment.
SPECIAL BUSINESSES:
3. To consider and approve material related party transaction(s) under
section 188(1)(c) of the Companies Act, 2013 between Surya India
Limited (“the Company”) and Haldiram Products Private Limited, a
related party of the Company. (Ordinary Resolution)
4. To consider and approve material related party transaction(s) under
section 188(1)(c) of the Companies Act, 2013 between Surya India
Limited (“the Company”) and Haldiram Manufacturing Company Private
Limited, a related party of the Company. (Ordinary Resolution)
5. To consider and approve material related party transaction(s) under
section 188(1)(c) of the Companies Act, 2013 between Surya India
Limited (“the Company”) and Haldiram Ethnic Foods Private Limited, a
related party of the Company. (Ordinary Resolution)
6. To consider and approve the material related party transaction with
respect to giving of loan to Haldiram Snacks Private Limited under
section 185 of the Companies Act, 2013. (Special Resolution)
7. To consider and approve the material related party transaction with
respect to giving of loan to Haldiram Marketing Private Limited under
section 185 of the Companies Act, 2013. (Special Resolution)
Affix
Re.1
Revenue
Stamp
Signed................................................... day of...................................... 2024
____________________
Signature of shareholder

_______________________ ___________________ ___________________

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Note:
The proxy form in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
 SURYA INDIA LIMITED

Annexure- II

a) Details of Mr. Manohar Lal Agarwal seeking re-appointment as Non – Executive, Non-
Independent Director

Information pursuant to Secretarial Standard on General Meetings (SS-2) regarding Director

including Managing Director or Executive Director or Wholetime Director or manager seeking
appointment / re-appointment and/or fixation of remuneration of Director is given herein below:

S. No Particulars Information
1. Name of the Director Mr. Manohar Lal Agarwal
2. Designation Non -Executive -Non - Independent Director
3. DIN 00290780
4. Date of Birth 30/10/1954
5. Age 69 Years
6. Qualifications Graduate
7. Experience 38+ years of experience
8. Terms and Conditions of Appointed as Non- Executive Non-Independent
appointment or re-appointment Director, eligible to retire by Rotation. No
along with details of remuneration Change in other terms and conditions of his
sought to be paid. appointment including remuneration
9. Remuneration last drawn NIL
10. Date of Initial appointment on the 01/02/2015
Board
11. Shareholding in the company Holding 617775 shares of Surya India Limited,
which is 8.84% of total paid up share capital of
the Company
12. Relationship with other Directors, He belongs to Promoter Group and is Relative/
Manager and other Key Managerial Family member of Mrs. Preeti Agarwal,
Personnel in the Company Managing Director and Mrs. Priyanka Agarwal,
Whole Time Director of the Company.
13. No. of meetings of the Board 5 out of 5
attended during the year
14. List of other Companies in which 14
directorship held 1. Haldiram Foods International Private
Limited
2. Haldiram Snacks Food Private Limited
3. Haldiram Marketing Pvt Ltd
4. Haldiram Snacks Private Limited
 SURYA INDIA LIMITED

5. Haldiram Manufacturing Company

Private Limited
6. Haldiram India Private Limited
7. Babaji Snacks Private Limited
8. Pragati Snacks Private Limited
9. HR Bakers Private Limited
10. Ankita Agro And Food Processing Private
Limited
11. Aakash Global Foods Private Limited
12. Haldiram Snacks Manufacturing Private
Limited
13. Haldiram Ethnic Foods Private Limited
14. Atop Food Products Private Limited
15. Membership/ Chairmanship of 1. Member of Nomination and
Committees of the Company Remuneration Committee
2. Chairman of Stakeholder Relationship
Committee
16. Membership/ Chairmanship of Chairman of the CSR Committee of the following
Committees of other Boards Companies:
1. Haldiram Snacks Private Limited
2. Haldiram Manufacturing Company Private
Limited

Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in case of appointment of a new director/ re- appointment of
director
1. A brief resume of the director Mr. Manohar Lal Agarwal, who is the main force
behind the success of Haldiram Group, made a
humble beginning from a shop in Chandni Chowk
(main hub of commercial activities of national
capital, Delhi) in the year 1983. Born in 1954, Mr.
Manohar Lal Agarwal, is Commerce Graduate by
qualification. He hails from Bikaner, the royal
fortified city of Rajasthan.
Mr. Manohar Lal Agarwal, A VISIONARY, who
came to Delhi and gradually created a big empire,
has been associated with the Company since 1st
February, 2015 and is indulged in Company’s
affairs for past 9 years.
2. Nature of expertise in specific He has in-depth knowledge of business
functional areas administration & planning.
 SURYA INDIA LIMITED

3. Disclosure of relationships He belongs to Promoter Group and is Relative/

between directors inter-se Family member of Mrs. Preeti Agarwal,
Managing Director and Mrs. Priyanka Agarwal,
Whole Time Director of the Company.
4. Names of listed entities in which Except Surya India Limited he does not hold
the person also holds directorship directorship in other listed Companies, and he
and the membership of has not resigned from any listed entity in the past
Committees of the board along Three years. He is member and Chairman of the
with the listed entities from which following Committees of Surya India Limited: -
the person has resigned in the past
three years 1. Member of Nomination and
Remuneration Committee
2. Chairman of Stakeholder Relationship
Committee

5. Shareholding of non- executive Holding 617775 shares of Surya India Limited,

director held in the Company which is 8.84% of total paid up share capital of
including shareholding as a the Company
beneficial owner.
6. In case of independent director, Not applicable
the skills and capabilities required
for the role and the manner in
which the proposed person meets
such requirements.

Date: 05/09/2024 By Order of the Board of Directors

Place: New Delhi Surya India Limited

Pooja
Company Secretary & Compliance Officer
M. No.: A67011
Address: RC-3 Sarojini Nagar
New Delhi -110023
 SURYA INDIA LIMITED

Attendance slip for attending 39th Annual General Meeting

(Please fill the attendance slip and hand over at the entrance of the meeting venue)

Regd. Folio No.

Name of Shareholder

No. of Shares held

DP. ID. No.

Client ID. No.

I/ We certify that I/ We are Member(s)/ Proxy of the Member(s) of the Company holding
………………………… Shares.

I hereby record my presence at the 39th AGM of the Company held on Sunday 29th day of
September, 2024 at 01:00 P.M. at the registered office of the Company situated at B-1/F-12,
Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044.

Name of the Member/Proxy Signature of the Member/Proxy

 SURYA INDIA LIMITED

ROUTE MAP OF SURYA INDIA LIMITED

Address: B-1/F-12, Mohan Co- Operative Industrial Estate, Mathura Road, New Delhi- 110044
 SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044
Tel: +91 11 45204115; Fax: +91 11 28898016; Email: cs@haldiram.com,
CIN- L74899DL1985PLC019991; Website: www.suryaindialtd.com

BOARD’S REPORT

To
The Members,
Surya India Limited,

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

1. Financial Results

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

(Amount in INR Lakhs except EPS)

Particulars Financial Year Financial Year
2023-24 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, 1,240.11 167.75
Exceptional items and Tax Expense
Less: Depreciation 85.30 85.30
Profit /loss before Finance Costs, Exceptional 1,154.81 82.45
items and Tax Expense
Less: Finance Costs 3.22 3.15
Profit /loss before Exceptional items and Tax 1151.59 79.30
Expense
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
 SURYA INDIA LIMITED

(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.
 SURYA INDIA LIMITED

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 31st 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 38th Annual General Meeting
held on 30th 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
 SURYA INDIA LIMITED

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. 30th 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.
 SURYA INDIA LIMITED

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 Category

the Committee
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
 SURYA INDIA LIMITED

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 Category

the Committee
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 Category

the Committee
Mr. Manohar Lal Agarwal 00290780 Chairman Non-Executive Non-
Independent Director
Mr. Ganesh Dass 01547790 Member Non-Executive Independent
Aggarwal 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.
 SURYA INDIA LIMITED

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.
 SURYA INDIA LIMITED

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 5th
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
 SURYA INDIA LIMITED

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 31st
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 37th
Annual General Meeting of the Company held on 8th 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.
 SURYA INDIA LIMITED

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 29th 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 31st 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 14th 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),
 SURYA INDIA LIMITED

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).
 SURYA INDIA LIMITED

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)
 SURYA INDIA LIMITED

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
 SURYA INDIA LIMITED

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 31st 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,
 SURYA INDIA LIMITED

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 31st 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.
 SURYA INDIA LIMITED

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
 SURYA INDIA LIMITED

Annexure- I
CORPORATE GOVERNANCE REPORT

1. Company’s philosophy on code of governance

Surya India Limited has maintained the higher standards of corporate governance principles and
best practices by adopting the “Corporate Governance Policies and Code of Conduct”.

The Company is conscious of its responsibility as a good corporate citizen. The Company believes
in transparency, professionalism and accountability, which are the basic principles of corporate
governance and would constantly; endeavor to improve on these aspects. Corporate
Governance aims to maximize long term stakeholder’s value.

The Board considers itself as a trustee of its shareholders and acknowledges it responsibilities to
the shareholders for creation and safeguarding Shareholder’s Wealth. During the year under
review, the Board continued its pursuit of achieving these objectives through the adoption and
monitoring of corporate strategies, prudent business plans, monitoring of major risks of the
Company’s business and ensuring that the Company pursues policies and procedures to satisfy
its legal and ethical responsibilities.

2. Board of directors and key managerial personnel:

a. Composition and category of directors

As per the provisions of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, the Company has
maintained an optimum combination of executive and non- executive directors including
woman director on its board. Since the Chairman of the board is a non-executive director,
one- third of the board comprises of Independent Directors.

During the year under review, the board was duly constituted with adequate mix of
executive and non- executive directors including Independent directors on the board.

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the total strength
of the board of directors of the Company as on 31st March, 2024 was 5(Five) comprising of 1
(one) Managing Director, 1 (one) Wholetime Director, 3 (Three) non- executive directors
and out of the Three non- executive directors, Two were also the Independent Directors of
the Company.

Further, the tenure of Mr. Ganesh Dass Aggarwal (DIN: 01547790), Non – Executive
Independent Director will be expired on 29th September, 2024.

The composition of the board during the year was in conformity with Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of
the Companies Act, 2013.
 SURYA INDIA LIMITED

Composition of board of directors and key managerial personnel of the Company during the
financial year ended 31st March, 2024 and as on 31st March, 2024 was as follows:

S. Name of Director/KMP & Address Designation/ Category

No. DIN/PAN
1. Mr. Ganesh Dass Aggarwal AD- 80/C, Pitampura, Chairman/ Independent
(DIN: 01547790) North West Delhi- 110088 non- executive

2. Mrs. Preeti Agarwal J- 15, Block- J, Hauz Khas Managing Director/

(DIN: 00011450) Enclave, New Delhi- Executive and Promoter
110016

3. Mrs. Priyanka Agarwal*1 J- 15, Block- J, Hauz Khas Wholetime Director/

(DIN: 01989753) Enclave, New Delhi- Executive and Promoter
110016

4. Mr. Manohar Lal Agarwal J- 15, Block- J, Hauz Khas Director/ Non
(DIN: 00290780) Enclave, New Delhi- independent non-
110016 executive and Promoter

5. Mr. Ratnesh Kumar Flat No. 704, Hindon Director/ Independent

(DIN: 09600213) Heights, Plot N- 21, non- executive
Sector- 4, Vaishali,
Sahibabad, Ghaziabad,
Uttar Pradesh- 201010
6. Ms. Jyoti Sabharwal L- 22, Naveen Shahdara, Chief Financial Officer
(PAN: EMIPS2403B) East Delhi- 110032

7. Ms. Jagriti Aggarwal*2 16/33, East Punjabi Bagh, Company Secretary &
(M. No.: A45455) New Delhi- 110026 Compliance Officer, Key
Managerial Personnel

8. Ms. Pooja*3 RC - 3 Sarojini Nagar, New Company Secretary &

(M.No. A67011) Delhi -110023 Compliance Officer, Key
Managerial Personnel

*1Ms. Priyanka Agarwal was re-appointed as Whole -Time Director of the Company (liable to
retire by rotation) w.e.f. 30th September, 2022. Further since she was liable to retire by
rotation, she was re-appointed as such by the shareholders of the Company on 30th
September, 2023.
2
* Resigned w.e.f. 30th May 2023
*3 Appointed w.e.f. 11th August, 2023

Memberships or Chairmanships of the committees of the board, held by the directors are
within the limit specified under Regulation 26(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
 SURYA INDIA LIMITED

Further, in compliance of the provisions of Section 165 of the Companies Act, 2013 (“the
Act”), the board hereby states that none of the directors of the Company holds directorships
in more than 20 companies. No director holds directorship in more than 10 public
companies.

In continuance of the above, it is hereby stated that the directorships held by all directors
including Independent Directors are within the limit as prescribed under Regulation 17A of
the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Managing
Director and Whole Time Director of the Company do not serve as Independent Director in
any Company.

During the year under review, all Independent Directors of the Company fulfill the criteria of
Independence as given under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 and have furnished
declaration of independence pursuant to Section 149(7) of the Act and Regulation 25(8) of
the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and stated
that they are not aware of any circumstances 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 said declarations
of independence were assessed, reviewed and taken on record by the board and in the
opinion of the board, all Independent Directors of the Company fulfill the criteria of
independence, and all conditions specified in the Act and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 and are independent of the management.

b. Attendance of each director at the meeting of the board of directors and last annual
general meeting

The details of the attendance of each director at the meeting of the board of directors and
last annual general meeting held during the Financial Year 2023-24 are as follows:
Name of the No. of board Attendance of Last Annual General
director meeting entitled directors at the meeting attended
to attend meeting of the board (30th September
of directors 2023)
Mrs. Preeti Agarwal 5 5 Yes

Mrs. Priyanka 5 5 Yes

Agarwal
Mr. Manohar Lal 5 5 Yes
Agarwal
Mr. Ganesh Dass 5 5 Yes
Aggarwal
Mr. Ratnesh Kumar 5 5 Yes
 SURYA INDIA LIMITED

c. Number of other Directorship & Committees in which a directors is a member or chairperson,

including separately the names of the listed entities where the person is a director and the
category of directorship

The names and categories of the directors on the board, number of directorship in which he/
she is director and also the number of other Committee Membership/ Chairmanship held by
them in other public limited companies as on 31st March, 2024 are as follows:

Name of No. of other Category No. and Committee position

Directors directorship2 name of excluding this listed
directorship entity4
in listed Chairman Member
entity3

Mrs. Preeti 1 MD 1 - -
Agarwal

Mrs. Priyanka 1 ED 1 - -
Agarwal

Mr. Ganesh 1 NED-I 1 - -

Dass Aggarwal

Mr. Manohar 14 NED 1 - -

Lal Agarwal

Mr. Ratnesh 1 NED-I 1 - -

Kumar

Notes:

1. NED: Non-Executive Director NED-I: Non-Executive Independent Director

ED-Executive Director MD : Managing Director
2. Number of other directorship does not include directorship in Surya India Limited
3. Directorship includes directorship only in listed companies including Surya India Limited
4. Only Audit Committee and Stakeholders Relationship Committee in Public Limited
Companies, whether listed or not, have been considered for the Committee positions which is
as per regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015. Positions held in Surya India Limited is excluded from the said
committees.
5. Mr. Manohar Lal Agarwal being a Non-Executive Director holds 6,17,775 Equity shares in the
Company.

d. Number of meetings of the board of directors held and dates on which held

During the year, 5(Five) board meetings were held. The date of the board meetings were as
stated below:
 SURYA INDIA LIMITED

S. No. Date of Board meeting

1 29-05-2023
2 11-08-2023
3 04-09-2023
4 10-11-2023
5 29-01-2024

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015.

Procedure of the Board Meetings:

The meetings of the board of directors are convened by giving appropriate advance notice
to the members of the Board as per the provisions of Companies Act, 2013.

The Company Secretary and Compliance Officer of the Company circulates internal notice to
all the board members and department heads asking for the suggestions/ details of any
matter which requires discussion or approval of the board so that the same could be
incorporated in the agenda of the board meetings. The date of the board meeting is fixed
taking into account convenience and availability of the board of directors.

The board of the Company is presented with all the relevant information on various vital
matters affecting the working of the Company as well as those matters, which require
deliberation at the highest level. Board members are given appropriate documents/ detailed
notes and information in advance, of each board and committee meetings.

Also, there exists a system for seeking and obtaining further information and clarification on
the agenda items before the meeting and for meaningful participation in the meeting.

The minutes of the committee meetings of the Board are either read or taken as read with
the permission of the board. The follow-up actions of important agenda items, if any, of
previous board meeting are placed at the subsequent board meeting for review by the
Board. The Company Secretary and Compliance officer of the Company conducts the board
meetings and prepares all documents including minutes of the meeting in compliance with
the provisions of the Companies Act, 2013 and other statutory enactments.

Meeting of Independent Directors

During the year under review, a meeting of Independent Directors of the Company was held
on 29th day of January, 2024 wherein both, Mr. Ganesh Dass Aggarwal and Mr. Ratnesh
Kumar, Independent Directors of the Company were present. At the said meeting,
Independent Directors discussed and evaluated performance of the Chairman on the basis
of views received from the executive and non- executive directors of the Company and also
evaluated the performance of other non- executive non- independent directors, the board
and its various committees as a whole and also assessed the quality, quantity and timeliness
of flow of information between the management of the Company and the Board.
 SURYA INDIA LIMITED

e. Disclosure of relationship between directors inter-se

Mrs. Preeti Agarwal, Managing Director and Mr. Manohar Lal Agarwal, Non- Executive Non-
Independent Director, belongs to promoters group and are relatives/ family members as per
the provision of Section 2(77) of the Companies Act, 2013. They are also indirectly related to
Mrs. Priyanka Agarwal, Wholetime Director of the Company.

Mrs. Priyanka Agarwal, Wholetime Director of the Company, belongs to promoters group
and is indirectly related to Mrs. Preeti Agarwal, Managing Director and Mr. Manohar Lal
Agarwal, Non- Executive Non- Independent Director of the Company.

Further, none of the other directors of the Company are related to each other.

f. Number of shares and convertible instruments held by non- executive directors

SI. Name of the Director No. of Equity Shares

No. held
1. Mr. Ganesh Dass Aggarwal Nil
2. Mr. Manohar Lal Agarwal 6,17,775 Shares
3. Mr. Ratnesh Kumar Nil

Further, for your information, the company has not issued any convertible instruments.

g. Web link where details of familiarization programmes imparted to independent directors is

disclosed

The independent directors are provided with the necessary documents/ brochures, reports
and internal policies to enable them to familiarize with the Company’s procedure and
practices.

On appointment, the concerned director is issued a letter of appointment setting out in

detail, the terms of appointment, duties, responsibilities and expected time commitments.

The details of programme for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company and related matters are put up on the
website of the Company at below link:

http://www.suryaindialtd.com/policies.html (Click on Policy of Familiarization Programme

for Independent Directors)

h. A chart or matrix setting out of skills/ expertise/ competence of the board of directors

The following matrix summarizes list of core skills/ expertise/ competencies identified by the
board as required in the context of its business and the sector in which the Company
operates along with the names of the directors who have such skills/ expertise/ competence
is as follows:
 SURYA INDIA LIMITED

Name of the Director Industry Knowledge/Experience/ Skills/ Competencies

Mr. Ganesh Dass Aggarwal Industry expertise

Financial and accounting expertise
Mr. Manohar Lal Agarwal Knowledge of Real Estate Sector
Understanding of Government legislation/ policies
Mrs. Preeti Agarwal Administrative expertise
Corporate Governance compliance expertise
Leadership
Financial and accounting expertise
Mrs. Priyanka Agarwal Business administration expertise
Planning expertise
Mr. Ratnesh Kumar Legal expertise
Litigation matters expertise (both civil and criminal)
Intellectual property rights expertise (Trademarks,
copyrights and patents)

The Company’s board comprises of qualified members, who possesses aforesaid knowledge,
experience, technical skills, expertise and competencies for effective contribution to the
Board and its Committees.

i. Confirmation by the Board for Independent Directors:

All the Independent directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and affirmed the compliance of code of Independent Directors as laid down in
Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed
that they are independent of the management.

Therefore, the Board on the basis of such declarations confirmed that the independent
directors fulfill the conditions as specified in the regulations and are independent of the
management.

j. Detailed reason for resignation of Independent Director before the expiry of tenure

No Independent Directors were resigned from the Board of the Company during the
Financial year 2023-24.

k. Other provisions as to Board and Committees

As per the provisions of Section 173 of the Companies Act, 2013 read with Regulation 17(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of
directors of the company shall meet at least four times in a year, with a maximum time gap
of one hundred and twenty days between any two meetings.
 SURYA INDIA LIMITED

The company has convened its board meetings during the year under review as per the
applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard- 1 on meetings of the board of
directors.. The gap between the two meetings of the board did not exceed 120 days i.e. the
time limit prescribed under the Companies Act, 2013.

3. Audit committee:

Qualified and Independent Audit Committee

a. Brief description of terms of reference

The terms of reference of the Audit Committee cover areas mentioned under Regulation 18
of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time as well as Section 177 of the Companies
Act, 2013 which inter-alia include overseeing financial reporting process, reviewing the
financial statements and recommending appointment of Auditors besides other terms as
may be referred by the Board of Directors from time to time.

b. Composition, name of members and Chairperson

During the financial year 2023-24, the composition of the Audit Committee of the Company
was as follows:

Name of Directors DIN Designation in Category

the Committee
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

c. Meetings and attendance during the year

The member of the Audit Committee met 5 (Five) times during the financial year. As per the
provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, the time gap between
the two meetings shall not exceed one hundred and twenty days. The committee has
convened its meetings during the year under review as per the applicable provisions.
The date of the committee meetings held during the financial year 2023-24 are as stated below:

S.No. Date on which Committee Meetings was held

1 29-05-2023
2 11-08-2023
3 04-09-2023
4 10-11-2023
5 29-01-2024
 SURYA INDIA LIMITED

The attendance of the members at the said meetings were as follows:

Name of Directors Designation in the No. of Meetings held No. of

Committee Meetings
Attended
Mr. Ganesh Dass Aggarwal Chairman 5 5

Mrs. Preeti Agarwal Member 5 5

Mr. Ratnesh Kumar Member 5 5

All the members of the Audit Committee are financially literate and majority of the members
possess requisite accounting or financial management expertise.

Mr. Ganesh Dass Aggarwal, Chairman of the Audit Committee is independent director was
present at the Company’s last Annual General Meeting held on 30th September, 2023 to answer
the shareholders queries as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.

Chief Financial Officer, Statutory Auditors and Internal Auditors are normally invited at the Audit
Committee meetings. Other experts are invited on need basis.

d. Powers of Audit Committee

The Audit Committee has the following powers:

 To investigate any activity within its terms of reference or in relation to the

compliance with the provisions of the Companies Act, 2013 or referred to it by the
Board;
 To seek any information from any employee;
 To obtain outside legal and professional advice;
 To secure attendance of outsiders with relevant expertise, if it considers necessary

e. Role of Audit Committee

The role of the audit committee is as follows:

 Overseeing of the company's financial reporting process and the disclosure of its
financial information to ensure that the financial information is correct, sufficient and
credible.
 Recommending the appointment, reappointment and replacement/removal of
statutory auditors and fixation of audit fee.
 Approving payment for any other services by statutory auditors.
 Reviewing with management the annual financial statements and auditors report
before submission to the Board, focusing primarily on;
 Matters required being included in the Directors' Responsibility Statement included
in the report of the board of directors.
 SURYA INDIA LIMITED

 Any changes in accounting policies and practices.

 Major accounting entries based on exercise of judgment by management.
 Qualifications in draft statutory audit report.
 Significant adjustments made in the financial statements arising out of audit findings.
 Compliance with listing and other legal requirements concerning financial
statements.
 Any related party transactions.
 Modified opinion(s) in the draft audit report

 Reviewing with management the quarterly financial statements before submission to

the board for approval.
 Reviewing and monitoring auditor’s independence and performance and effectiveness
of audit process
 Approval of subsequent modification of transactions with related parties
 Scrutiny of inter corporate loans and investments
 Valuation of undertakings of the assets
 Evaluating internal financial controls and risk management systems
 Reviewing with management, external and internal auditors, the adequacy of internal
control systems.
 Reviewing the adequacy of internal audit function, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
 Discussion with internal auditors any significant findings and follow up thereon
 Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
 Discussion with statutory auditors before the audit commences about nature and
scope of audit as well as post- audit discussion to ascertain any area of concern.
 To review the functioning of the whistle blower mechanism, in case the same is
existing.
 Approval of appointment of chief financial officer after assessing the qualifications,
experience and background etc. of the candidate
 Carrying out any other function as is mentioned in the terms of reference of the
audit committee.
 Consider and comment on the rationale, cost- benefits and impact of schemes
involving merger, demerger, amalgamation etc.

The Audit Committee shall mandatorily review the following information:

 Management discussion and analysis of financial condition and results of operations;

internal audit reports relating to internal control weaknesses;
 Management letters/letters of internal control weaknesses issued by statutory /internal
auditors;
 The appointment, removal and terms of remuneration of the Chief internal auditor shall
be subject to review by the Audit Committee.
 Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).
 SURYA INDIA LIMITED

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

f. Secretary to the Committee

Upon the resignation of Ms. Jagriti Aggarwal, Company Secretary, and Compliance Officer,
w.e.f. 30th day of May, 2023, Ms. Pooja was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 11th August 2023 and she acted as the Secretary
to the Committee from the date of her appointment.

g. Review of Information by Audit Committee

The committee regularly reviews the Management Discussion and Analysis of the financial
condition and result of operations of the Company.

4. Nomination and remuneration committee

a. Brief description of terms of reference

The terms of reference of the Nomination and Remuneration Committee, inter alia, consist
of reviewing the overall compensation policy and structure, service agreements and other
employment conditions for the members of the board.

b. Composition, name of members and chairperson

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

During the financial year 2023-24, the composition of the Nomination and Remuneration
Committee of the Company was as follows:

Name of Directors DIN Designation in Category

the Committee
Mr. Ratnesh Kumar 09600213 Chairman Non-Executive
Independent Director
Mr. Manohar Lal Agarwal 00290780 Member Non- Executive Non-
Independent Director
Mr. Ganesh Dass 01547790 Member Non-Executive
Aggarwal Independent Director

c. Meetings and attendance during the year

The members of the Nomination and Remuneration Committee met 3 (Three) times during
the financial year. As per the provisions of Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the committee shall meet at least once in a
year. The committee has convened its meetings during the year under review as per the
applicable provisions.
 SURYA INDIA LIMITED

The date of the committee meetings held during the financial year 2023-24 are as stated
below:

S. No. Date on which Committee Meetings was held

1 29-05-2023
2 11-08-2023
3 29-01-2024

The attendance of the members at the said meetings were as follows:

Name of directors Designation in No. of meeting No. of meeting

the committee held attended
Mr. Ratnesh Kumar Chairman 3 3

Mr. Manohar Lal Agarwal Member 3 3

Mr. Ganesh Dass Aggarwal Member 3 3

Mr. Ratnesh Kumar, Chairperson of the Nomination and Remuneration Committee was
present at the Company’s last Annual General Meeting held on 30th September , 2023 to
answer the shareholders queries as required under the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, as amended from time to time.

Sitting Fees:

During the year under review, consent letters were received from the Independent and Non-
Independent directors of the Company for not taking sitting fees and reimbursement of
expenses for participating in the Board and other committee meetings of the Company for
the financial year 2023-24. In view of the above, no sitting fees was paid to any of the director
of the Company.

d. Performance evaluation criteria for independent directors

During the Financial Year 2023-24, the performance evaluation of the Independent Directors
was carried out by the entire Board, excluding the director being evaluated. The criteria for
performance evaluation of the Chairman and the Independent Directors includes
qualification and experience, attendance and participations in the meetings, rendering
independent, unbiased opinion and resolution of issues at meetings, initiative in terms of
new ideas and planning for the Company etc. The detailed criteria is mentioned in the policy
and the same is available on the website of the Company and can be accessed through the
below link:

https://www.suryaindialtd.com/policies.html (Click on Policy on evaluation of performance

of Directors and the Board)
 SURYA INDIA LIMITED

e. Company’s policy on appointment and remuneration of directors

The policy on appointment and remuneration is as below:

Background
The policy has been prepared pursuant to the provision of Section 178(4) of the Companies
Act, 2013 (“the Act”) and Regulation 19(4) read with Part D of Schedule II of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Definition
1. ‘Act’ means the Companies Act, 2013 and Rules framed thereunder, as amended from
time to time.
2. ‘Board’ means Board of Directors of the Company.
3. ‘Committee’ means the Nomination and Remuneration Committee.
4. ‘Directors’ mean Directors of the Company.

Objectives
The objective of the policy is to ensure that Executive Directors and other employees are
sufficiently compensated for their performance. The Policy seeks to provide criteria for
determining qualifications, positive attributes and independence of a director.

Criteria for appointment/ re- appointment of Directors/ Senior Management Personnel/

Independent Director
The Nomination & Remuneration Committee shall consider the following attributes /criteria,
whilst recommending to the Board the candidature for appointment as Director/ Senior
Management Personnel:

 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 discretion to decide whether qualification, expertise and experience
possessed by a person is sufficient/ satisfactory for the concerned position.
 A person should be the person of high integrity, ethical standards, devote the 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 criteria adopted by the Nomination and Remuneration Committee for appointment of
Independent Director are as under:

 An Independent director shall possess appropriate skills, experience and knowledge in

one or more fields of finance, law, management, sales, marketing, administration,
research, corporate governance, operations or other disciplines related to the
company's business.
 An independent director shall be a person of integrity, who possesses relevant expertise
and experience and who shall uphold ethical standards of integrity and probity; act
objectively and constructively; exercise his responsibilities in a bonafide manner in the
interest of the company; devote sufficient time and attention to his professional
 SURYA INDIA LIMITED

obligations for informed and balanced decision making; and assist the company in
implementing the best corporate governance practices.
 An Independent director should meet the requirements of Section 149 of the
Companies Act, 2013.

Pursuant to Section 178(4) of Companies Act, 2013, the Committee while formulating the
policy shall ensure that:
 The level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors of the quality required to run the company successfully;
 Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
 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;
 The person to be chosen as a Director shall be of high integrity with relevant expertise
and experience so as to have a diverse Board having expertise in the fields of finance,
taxation, law, governance and general management etc.
 In case of appointment of Independent Directors, the Committee shall satisfy itself with
regard to the independent nature of the Directors vis-vis the Company so as to enable
the Board to discharge its function and duties effectively.

Remuneration Policy

Nomination and Remuneration Committee shall recommend the remuneration, including

the commission based on the net profits of the Company for the Non-Executive Directors
and Wholetime Director and other Executive Directors. This will be then approved by the
Board and shareholders. Prior approval of shareholders will be obtained wherever
applicable in case of remuneration to non-executive directors.

The Committee approves the remuneration payable to Executive Directors of the Company
considering the qualification, experience and performance of the Directors and the current
trends in the Industry and other relevant factors. The Board as well as Nomination and
Remuneration committee regularly tracks the market trends in terms of compensation
levels and practices in relevant industries. This information is used to review the Company’s
remuneration policy. The criteria of paying remuneration to the Executive Directors are as
per Industry practice.

Independent Non-Executive Directors are appointed for their professional expertise in their
individual capacity as independent professionals. Independent Non-Executive Directors
receive sitting fees for attending the meeting of the Board and Board Committees and
commission as approved by the Board and shareholders.

In case of re-appointment of Non-Executive Directors, the Board shall take into

consideration the performance evaluation of the Director and his/her engagement level.
 SURYA INDIA LIMITED

Monitoring and Reporting

The Nomination and Remuneration Committee will review the Policy periodically, which will
include an assessment of the effectiveness of the Policy. The Committee will discuss any
revision that may be required and recommend the same to the Board for approval. In case
of any modifications, amendments or inconsistencies with the Act and SEBI Listing
Regulations, the provisions of the applicable laws and the rules made thereunder would
prevail over the Policy.

f. Role of Nomination and Remuneration Committee

The role of the nomination and remuneration committee is as follows:

 formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
 for every appointment of an independent director, the nomination and remuneration
committee shall evaluate the balance of skills, knowledge and experience on the board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

 use the services of an external agencies, if required;

 consider candidates from a wide range of backgrounds, having due regard to diversity;
and
 consider the time commitments of the candidates.

 formulation of criteria for evaluation of performance of independent directors and the

board of directors;
 devising a policy on diversity of board of directors;
 identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the
board of directors their appointment and removal.
 whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.
 recommend to the board, all remuneration, in whatever form, payable to the senior
management

g. Secretary to the Committee

Upon resignation of Ms. Jagriti Aggarwal, Company Secretary and Compliance Officer, w.e.f.
30th day of May, 2023, Ms. Pooja was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 11th August 2023 and she acted as the Secretary to the
Committee from the date of her appointment.
 SURYA INDIA LIMITED

5. Stakeholders relationship committee:

a. Name of the non- executive director heading the Committee

Mr. Manohar Lal Agarwal, Non- Executive Non- Independent Director of the Company
headed the Committee during the year.

b. Name and designation of the Compliance Officer

Upon resignation of Ms. Jagriti Aggarwal, Company Secretary and Compliance Officer, w.e.f.
30th day of May, 2023, Ms. Pooja has appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 11th August 2023 and she acted as the Secretary to the
Committee from the date of her appointment.

c. Shareholders Complaint:

During the financial year 2023-24, no complaints were received from the shareholders’ of
the company and the same is detailed herein below:

No. of shareholders’ complaints received during the financial year Nil

No. of complaints not resolved to the satisfaction of shareholders Not Applicable
No. of pending complaints Nil

d. Terms of reference:

 To scrutinize and approve registration of transfer of shares/debentures/warrants

issued/to be issued by the Company.
 To exercise all power conferred on the Board of Directors under Article 43 of the Articles
of Association;
 To decide all questions and matters that may arise in regard to transmission of shares/
debentures/warrants issued/to be issued by the Company;
 To approve and issue duplicate shares/ debentures in lieu of those reported lost;
 To refer to the Board any proposal of refusal of registration of transfer of shares for their
consideration;
 To look into shareholders & investors complaints like transfer of shares, non-receipt of
annual reports etc.
 To delegate all or any of its power to officers/authorized signatories of the Company.

e. Composition of Committee

The composition of the stakeholder’s relationship committee meets the requirement of

Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.
 SURYA INDIA LIMITED

During the financial year 2023-24, the composition of the stakeholder’s relationship
committee of the Company was as follows:

Name of Directors DIN Designation in Category

the Committee
Mr. Manohar Lal Agarwal 00290780 Chairman Non-Executive Non-
Independent Director
Mr. Ganesh Dass 01547790 Member Non-Executive
Aggarwal Independent Director
Mr. Ratnesh Kumar 09600213 Member Non- Executive
Independent Director

f. Meetings and attendance during the year

The member of the stakeholder’s relationship committee met 5 (Five) times during the
financial year. As per the provisions of Regulation 20 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the committee shall meet at least once in a
year. The committee has convened its meetings during the year under review as per the
applicable provisions.

The date of the committee meetings held during the financial year 2023-24 are as stated
below:

S.No. Date on which Committee Meetings was held

1 29-05-2023
2 11-08-2023
3 04-09-2023
4 10-11-2023
5 29-01-2024

The attendance of the members at the said meetings was as follows:

Name of Directors Category in the No. of meeting No. of meeting

Committee held attended
Mr. Manohar Lal Agarwal Chairman 5 5

Mr. Ganesh Dass Aggarwal Member 5 5

Mr. Ratnesh Kumar Member 5 5

Mr. Manohar Lal Agarwal, Chairman of the Committee was present at the Company’s last
Annual General Meeting held on 30th September, 2023 to answer the shareholders queries,
if any, as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time,.
 SURYA INDIA LIMITED

g. Role of stakeholders relationship committee

The role of the stakeholder’s relationship committee is as follows:

 Resolving the grievances of the security holders including complaints related to

transfer/transmission of shares, non-receipt of an annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.
 Review of measures taken for effective exercise of voting rights by shareholders.
 Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent.
 Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company.

6. Risk management committee:

The Company is not statutorily required to form a Risk Management Committee and hence the
details as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not provided.

7. Senior Management

Particulars of Senior Management including the changes therein since the close of the previous
financial year ended on 31st March 2023

S. No. Name Designation

1 Mr. Ganesh Dass Aggarwal Chairman/ Independent non- executive
(DIN: 01547790)
2 Mrs. Preeti Agarwal Managing Director/ Executive and Promoter
(DIN: 00011450)
3 Mrs. Priyanka Agarwal*1 Wholetime Director/ Executive and Promoter
(DIN: 01989753)
4 Mr. Manohar Lal Agarwal Director/ Non independent non- executive and
(DIN: 00290780) Promoter

5 Mr. Ratnesh Kumar Director/ Independent non- executive

(DIN: 09600213)
6 Ms. Jyoti Sabharwal Chief Financial Officer
(PAN: EMIPS2403B)
7 Ms. Jagriti Aggarwal*2 Company Secretary & Compliance Officer, Key
(M. No.: A45455) Managerial Personnel
8 Ms. Pooja*3 Company Secretary & Compliance Officer, Key
(M.No. A67011) Managerial Personnel

*1Ms. Priyanka Agarwal was re-appointed as Whole -Time Director of the Company (liable to
retire by rotation) w.e.f. 30th September, 2022.Further since she was liable to retire by
rotation, she was re-appointed as such by the shareholders of the Company on 30th
September, 2023.
 SURYA INDIA LIMITED

*2 Resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f.
30th May 2023.
* Appointed as Company Secretary & Compliance Officer of the Company w.e.f. 11th August,
3

2023.
8. Remuneration of directors

a. During the financial year 2023-24, there were no pecuniary relationships or transactions
between the Company and the Non-Executive Directors of the Company.

b. Criteria of making payments to non- Executive Directors

The Company pays remuneration only to executive directors. No remuneration and other
benefits i.e. bonuses, stock options, pension, fixed component, performance linked
Incentives etc. are paid to Non-Executive Directors (NEDs).
During the financial year 2023-24, consent letters were received from the Independent and
Non- Independent directors of the Company for not taking sitting fees and reimbursement
of expenses for participating in the Board and other committee meetings of the Company
for the financial year 2023-24. In view of the above, no sitting fees was paid to the directors
for attending the meetings of the Board and committees of the Board of the Company.

c. Disclosure with respect to remuneration:

No remuneration and other benefits like bonus, stock options, pension, etc. were paid to
non- executive directors of the company during the financial year 2023-24.

Details of remuneration paid to the Executive Directors in accordance with the provisions of
Companies Act, 2013 during the financial year 2023-24 are given below:

Name and Total Remuneration Perquisites & Commission Stock

designation paid during the year allowances options
Mrs. Preeti Agarwal, Rs. 84,00,000/- As per terms of Nil Nil
(Managing Director) appointment
Mrs. Priyanka Rs. 84,00,000/- As per terms of Nil Nil
Agarwal, (Wholetime appointment
Director)

Details of fixed component and performance linked incentive along with the performance
criteria
Name & Designation Fixed Performanc Performance Criteria
Component e Linked
Incentive
Mrs. Preeti Agarwal, Rs. 84,00,000/- NA The Directors are paid only fixed
(Managing Director) per annum component. However, their
performance is evaluated by
Mrs. Priyanka Agarwal, Rs. 84,00,000/- NA Independent Director as mentioned
(Whole Time Director) per annum in the performance evaluation
criteria in the Boards’ Report.
 SURYA INDIA LIMITED

Service contract, notice period and severance fees

For executive directors of the Company, the service contract and notice period is governed by
terms of the resolution(s) approved by the members of the Company while approving their
respective appointment/ re-appointments. Further, as per the resolution(s) passed for
appointment/ re-appointments of executive directors, notice period of executive directors of the
Company is three (3) months or salary in lieu thereof or by mutual consent.

For other directors, resignation is governed as per the provisions of Companies Act, 2013.

Severance fees- Nil

Stock Option details, if any

The Company has neither issued nor granted any stock options.

9. General body meeting

Location and time, where last three Annual General Meeting held

The location and time where last three years Annual General Meeting were held are given
below:

Annual General Day, Date & Time Venue

Meeting (AGM)
36th Annual General Thursday, the 30th day of B-1/F-12, Mohan Co-operative
Meeting September, 2021 at 03:00 P.M. Industrial Estate, Mathura Road,
New Delhi- 110044

37th Annual General Monday, the 08th day of August, B-1/F-12, Mohan Co-operative
Meeting 2022 at 02:00 P.M. Industrial Estate, Mathura Road,
New Delhi- 110044

38th Annual General Saturday, the 30th day of B-1/F-12, Mohan Co-operative
Meeting September, 2023 at 1:00 P.M. Industrial Estate, Mathura Road,
New Delhi- 110044

39th Annual General Meeting for the financial year ended 31st March, 2024 is proposed to be
held on Sunday, the 29th day of September 2024 at 01:00 P.M. (IST) at the Registered Office of
the Company situated at B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New
Delhi-110044.
Whether any special resolution passed in the previous three AGMs: Yes
Whether any special resolution passed last year through postal ballot: No
Person who conducted the postal ballot exercise: Not applicable
Whether any special resolution is proposed to be conducted through postal ballot: No

Procedure for Postal Ballot: Not applicable

 SURYA INDIA LIMITED

Extra-ordinary general meeting:

No Extra-ordinary general meeting was held during the financial year 2023-24.

Postal Ballot

The Company did not carry out any postal ballot exercise during the financial year 2023-24.

10. Means of communication

a) Quarterly results: The Un-audited quarterly financial results are announced within forty- five
days from the close of the quarter as per Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. The audited annual financial results are
announced within sixty days from the closure of the financial year as per the requirement of
the Regulations.

b) Newspaper wherein results normally published: The approved financial results are published
in one English and one vernacular newspaper, generally in the “Financial Express” and the
“Jansatta”/”Hari bhoomi” which is done within 48 hours of the approval thereof.

c) Website, where displayed: The results are hosted on Company’s website

www.suryaindialtd.com.

d) Official news releases: During the financial year 2023-24, the company has not released any
official news releases.

e) Presentations made to institutional investors or to the analysts: No presentation was made

to institutional investors or to the analysts during the financial year 2023-24 as there was no
institutional investors or to analysts in the Company.

11. Risk Management

There is a regular system for submission of periodical statements to the board for its review on
risk assessment and minimization procedures. The Company manages risks as an integral part of
its decision making process. The Audit Committee and the Board of Directors are regularly
apprised regarding key risk assessment and risk mitigation mechanisms.

The Board has framed and implemented the risk management policy of the Company and the
same is posted on the website of the Company at the below link:

http://www.suryaindialtd.com/policies.html (Click on Risk Management Policy)

 SURYA INDIA LIMITED

12. General shareholder information:

Annual General Meeting for Financial Year 2023-24

Day: Sunday
Date: 29th September 2024
Time: 1:00 P.M. (IST)
Venue: At the Registered Office of the Company situated at B-1/F-12, Mohan Co-
Operative Industrial Estate, Mathura Road, New Delhi- 110044

Financial Year and Calendar of events

The financial year of the Company starts from the 1st day of April and ends on 31st day of March
of next year.

Our tentative calendar for declaration of results for the financial year 2024-25 are as given
below:

Quarter ending Release of results

For the quarter ending 30th June, 2024 1st/2nd week of August, 2024

For the quarter and half year ending 1st/2nd week of November, 2024
30th September, 2024
For the quarter and nine months ending 1st/2nd week of February, 2025
31st December, 2024
For the year ending 31st March, 2025 3rd/4th week of May, 2025

Corporate Identity Number of the Company: L74899DL1985PLC019991

Dividend payment date

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

Name and address of stock exchange where securities of the Company are listed

The equity shares of the Company are listed on below stock Exchange:

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai– 400001,
Maharashtra, India
 SURYA INDIA LIMITED

Confirmation about payment of annual listing & custody fees

Listing Fees for the financial year 2023-24 and 2024-25 have been paid in full to BSE Limited,
Stock Exchange where securities of Company are listed.

Annual Custody fee for the financial year 2023-24 and 2024-25 has been paid by the Company to
NSDL and CDSL.

Stock/ Scrip Code: 539253

Demat ISIN: INE446E01019

Market Price Data- high, low during each month in last financial year

No shares were traded during the Financial Year 2023-24 on BSE limited

Performance in comparison to broad based indices such as BSE Sensex, CRISIL Index etc.

During the financial year 2023-24, the shares of the Company were not traded, and also there
was no major trading in the equity shares of the Company in the previous financial year.
Therefore, its performance cannot be compared with broad based indices such as BSE Sensex,
CRISIL etc.

In case securities are suspended from trading, the reasons thereof

The equity shares of the Company were not suspended from trading during the financial year
2023-24.

Registrar to an issue and Share Transfer Agent

M/s Skyline Financial Services Pvt. Ltd., New Delhi is the Registrar and Share Transfer Agent
(RTA) of the Company for handling the share transfer work both in physical and electronic form.
All the correspondences relating to share transfer, transmission, dematerialization,
rematerialization etc., can be made at the following address:

M/s Skyline Financial Services Pvt. Ltd.

D- 153A, 1st Floor, Okhla Industrial Area,
Phase- I, New Delhi- 110020
Tel: +91 11 26812682, 83 ;
Fax: +91 11 30857562
Web: www.skylinerta.com

Share Transfer Systems

The Company’s shares are compulsorily traded in demat/ electronic mode for all investors. All
physical share transfers, dematerialization, etc. are handled by the Registrar and Share Transfer
Agent (RTA) of the Company and the request for physical share transfer and dematerialization of
 SURYA INDIA LIMITED

shares (if found in order and complete in all respect) are processed and confirmed within a
period of 15 days.

The Company obtains a certificate of compliance with the share transfer formalities, as required
under regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time. The said certificate as filed with the Stock Exchange during
the year under review, was obtained from M/s P. Kathuria & Associates, Company Secretary in
Practice (CoP: 3086).

Distribution of Shareholding:

PAN CONSOLIDATION
No. of shares Number of % to total Shares held % to
shareholders numbers holding
1 2 3 4 5
Up To 500 784 60.22 229483 3.28
501 To 1000 320 24.58 231142 3.31
1001 To 2000 143 10.99 173575 2.48
2001 To 3000 2 0.15 4600 0.07
3001 To 4000 2 0.15 8000 0.11
4001 To 5000 0 0.00 0 0.00
5001 To 10000 5 0.38 39900 0.57
10000 and Above 46 3.53 6299132 90.17
Total 1302 100.00 6985832 100

WITHOUT PAN CONSOLIDATION

Shares holding Nominal Number of % to total Shares % to total
Value shareholders numbers holding amount
(Amount)
(Rs.) (Rs.)
1 2 3 4 5
Up To 5,000 785 60.15 2294830 3.28
5001 To 10,000 320 24.52 2311420 3.31
10001 To 20,000 143 10.97 1735750 2.48
20001 To 30,000 2 0.15 46000 0.07
30001 To 40,000 2 0.15 80000 0.11
40001 To 50,000 0 0.00 0 0.00
50001 To 1,00,000 5 0.38 399000 0.57
1,00,000 and Above 48 3.68 62991320 90.17
Total 1305 100 69858320 100
 SURYA INDIA LIMITED

Categories of equity shareholders as on 31st March, 2024

Category No. of shares % of shareholding

Promoters and Promoters Group 4711973 67.45
Corporate Bodies other than Promoters Group 2,01,500 2.88
Institutional Investors Nil Nil
Public 20,72,359 29.67
NRIs/ OCBs Nil Nil

Shareholding pattern as on March 31, 2024

Public
29.67%

Corporate bodies
other than Promoters
Promoters and
Group
Promoters Group
2.88%
67.45%

Promoters and Promoters Group Corporate bodies other than Promoters Group Public

Dematerialization of equity shares and liquidity

The equity shares of the Company are tradable in the compulsory dematerialized segment of the
Stock Exchanges under ISIN: INE446E01019 and available in a depository system of National
Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL) on
BSE Limited.

The details of the equity shares of the Company dematerialized as on 31st March, 2024 is given
hereunder:

Particulars As on 31st March, 2024

No. of shares %age
No. of shares dematerialized
- NSDL 9,55,029 13.67%
- CDSL 43,75,871 62.64%
No. of shares in physical 16,54,932 23.69%
form
Total 69,85,832 100%
 SURYA INDIA LIMITED

Liquidity: The equity shares of the Company are liquid.

Outstanding ADRs/ GDRs or warrants or any convertible instruments, conversion date and
likely impact on equity

The Company has not issued any ADRs or GDRs or warrants or any other convertible instruments
in the past years and hence, as on 31st March, 2024, the Company does not have any
outstanding GDRs/ ADRs/ Warrants or any other convertible instruments.

Commodity price risk or foreign exchange risk and hedging activities

The Company does not have material exposure of any commodity and accordingly, no hedging
activities for the same were carried out. Therefore, there is no disclosure to offer in terms of
SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018.

Plant Locations

The Company does not have any plants. Therefore, the same is not applicable.

Address of Correspondence

Company’s Registered Office: B-1/F-12, Mohan Co-operative Industrial Estate, Main Mathura
Road, New Delhi- 110044.

Shares Transfer Agent ‘s office: Skyline Financial Services Private Limited, (Unit: Surya India
Limited), D- 153A, 1st Floor, Okhla Industrial Area, Phase- 1, New Delhi- 110020.

List of all credit ratings obtained by the Company along with any revisions thereto

The Company has not obtained any credit rating during the year.

Date of Book Closure

The Register of Members and Share Transfer Register shall remain closed from Monday, 23rd day
of September 2024 to Sunday, 29th day of September 2024 (both days inclusive) for the purpose
of the 39th Annual General Meeting.

Request to investors

Investors/ members are requested to kindly note the following procedure:

If you are holding shares in physical mode, please communicate the change in address, if any,
directly to the registered office of the Company or Company’s Share Transfer Agent at the
addresses given elsewhere. However, investors holding shares in electronic form are requested
to deal only with their depository participant in respect of change of address.
 SURYA INDIA LIMITED

Reconciliation of share capital audit

As per Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI
Circular No D&CC/FITTC/Cir16/2002 dated 31st December, 2002, the Company obtained
Reconciliation of Share Capital Audit Report from M/s P. Kathuria & Associates (CoP: 3086),
Company Secretary in Practice, the same is obtained every quarter to reconcile the total
admitted capital with the National Securities Depository Ltd (NSDL) and Central Depository
Services (India) Ltd (CDSL) and physical shareholders and the total issued and listed capital. This
Audit Report confirms that the total issued/paid up capital is in agreement with the total
number of shares in physical form and the total number of dematerialized shares held with NSDL
and CDSL. This Audit Report is forwarded to BSE where shares are listed.

Information with respect to the Green Initiative

As a responsible corporate citizen, the Company welcomes and supports the “Green Initiative”
undertaken by the Ministry of Corporate Affairs, by sending communications/ documents
including notices for General Meeting/s and Annual Reports from time to time in electronic
mode to those members who have provided their e-mail addresses to their Depository
Participants (DP)/ Registrar and Share Transfer Agent. Shareholders who have not registered
their e-mail addresses are requested to register/ update their e-mail addresses in respect of
equity shares held by them in demat form with their respective DPs and in case of physical form
with the Company/ Registrar and Share Transfer Agent.

13. Other disclosures:

a) Related Party Disclosure

During the year under review, the Company has entered into material transactions with the
related parties which require approvals from the shareholders of the Company and the said
approvals were already obtained from the shareholders’ in its previous Annual General
Meeting. Further, all related party transactions were at arm’s length basis and in the ordinary
course of business and are not in conflict with the interest of the Company. Details of the
transactions are duly disclosed in the notes to the Financial Statements in note no. 34 and also
annexed with Board’s Report in form AOC- 2 and marked as Annexure- V.

The policy on Related Party Transactions and also on dealing with Related Party Transactions
(“Policy”) is prepared, adopted and also posted on the website of the Company at
http://www.suryaindialtd.com/policies.html (Click on policy on related party transactions).

Disclosure pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is as follows:

Sr. In the Disclosures of amounts at the year end and the maximum amount of
No. accounts of loans/ advances/ Investments outstanding during the year.
1. Holding Loans and advances in the nature of loans to subsidiaries by name and
Company amount. Not Applicable
Loans and advances in the nature of loans to associates by name and
amount. Not Applicable
 SURYA INDIA LIMITED

Loans and advances in the nature of loans to firms/companies in

which directors are interested by name and amount. Not Applicable

2. Subsidiary Same disclosures as applicable to the parent company in the accounts

of subsidiary company. Not Applicable
3. Holding Investments by the loanee in the shares of parent company and
Company subsidiary company, when the company has made a loan or advance
in the nature of the loan. Not Applicable

There has been no transaction of the Company with the person or entity belonging to
promoter/ promoter group and which holds 10% or more shares in the Company. Therefore,
disclosure has not been made.

Disclosure on materially significant related party transactions that may have potential
conflict with the interest of the Company at large

Also, there were no material significant related party transactions which may have potential
conflict with the interests of the Company at large.

b) Details of non- compliance, penalties, strictures imposed on the Company by stock

exchange or the Board or any other statutory authorities, on any matter related to capital
markets, during the last three years

Except as stated below, no other strictures or penalties have been imposed on the Company
by the Stock Exchange or by the Securities and Exchange Board of India (SEBI) or by any
statutory authority on any matters related to capital markets during the last three years:

During 2022-23

An e- mail was received from BSE Limited, stock exchange where securities of the Company
are listed, on 27th December, 2022, for imposing fine of Rs. Rs. 5,000/- (Excluding GST) with
respect to delay in compliance with the regulation 23 (9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, with regard to delay of 1 day in submission of
Related Party Transaction Report for the half year ended 30th September, 2022.

The company has deposited the fine imposed by BSE Limited on 09th January, 2023, and has
also taken note of the delayed compliance and penalty imposed on the company in the
meeting of the board of directors held on 13th February, 2023 stating that the delay was
unintentional and inadvertent and the board will be more vigilant in the future. The
comments of the Board can be accessed by the shareholders of the company from
www.bseindia.com.

During 2021-22

An e- mail was received from BSE Limited, stock exchange where securities of the Company
are listed, on 14th day of September, 2021 for imposing fine of Rs. 10,000/- (excluding GST),
as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January, 2020 with respect
to delay in compliance of the regulation 29(2) of SEBI (Listing Obligations and Disclosure
 SURYA INDIA LIMITED

Requirements) Regulations, 2015, with regard to sending of at least five days prior
intimation to the stock exchange in case of approval of financial results for the quarter
ended 30th June, 2021. The intimation was required to be submitted on or before 8th day of
August, 2021 but the same was submitted on 9th August, 2021, thereby constituting a delay
one day in submission of the said prior intimation.

The company has deposited the fine imposed by BSE Limited on 28th September, 2021 and
has also taken note of the delayed compliance and penalty imposed on the company in the
meeting of the board of directors held on 13th November, 2021 stating that the delay was
unintentional and inadvertent and the board will be more vigilant in the future. The
comments of the Board can be accessed by the shareholders of the company from
www.bseindia.com

During 2018-19

The Company has generally complied with all the requirements of the regulatory
authorities. However, due to inadvertent omission fine of Rs. 37,760/- was levied by BSE
vide Notice no. LIST/COMP/539253/REG.34-Mar18/988/2018-19 on 16.11.2018 due to non-
submission of Annual Report for the financial year 2017-18 to Stock Exchange within the
prescribed time.

The Company has also obtained Annual Secretarial Compliance Certificate for the year
ended 31st March 2020 as per SEBI Circular vide no. CIR/CFD/CMD/1/27/2019 dated
February 8, 2019 from M/s P. Kathuria & Associates, Practicing Company Secretaries and
Secretarial Auditors of the Company confirming compliance with SEBI regulations.

c) Details of establishment of vigil mechanism/ whistle blower policy and affirmation that no
personnel has been denied access to the audit committee

As per the provisions of Section 177(9) of the Companies Act, 2013, Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time and Regulation 9(A)(6) of SEBI (Prohibition of Insider trading) (Amendments),
Regulations, 2018, the Company has established a proper Vigil Mechanism by making Vigil
Mechanism/ Whistle Blower Policy which is designed to enable employees, directors,
consultants and contractors to raise concerns. This policy provides adequate safeguards
against victimization of any director(s) or employee(s) or any other person who avail of
mechanism and also provide for direct access to the chairperson of the audit committee in
appropriate or exceptional cases.

The following are the objectives of the policy:

 To enable directors and employees to voice concerns in a responsible and effective
manner.
 To provide a platform for directors and employees to disclose information internally,
without fear of reprisal or victimization.
 To enable disclosure of information, independently of line management.
 To ensure that no director or employee of the Organization feels that he/ she is at a
disadvantage while raising legitimate concerns.
 SURYA INDIA LIMITED

The above mechanism has been appropriately communicated within the Company across all
levels and has also been displayed on the Company’s website at
https://www.suryaindialtd.com/policies.html (Click on Whistle Blower Policy). The Audit
Committee periodically reviews the existence and functioning of the mechanism. It reviews
the status of complaints received under this policy on a quarterly basis.

Further, it is hereby confirmed that no personnel have been denied access to the Audit
Committee.

d) Details of compliance with mandatory requirements and adoption of the non- mandatory
requirements, if any

The Company has complied with all mandatory requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 amended from time to time.

e) Web link where policy for determining material subsidiaries is disclosed

The Company has no subsidiary company during the Financial Year. Although, the Company
has a policy for determining “Material” subsidiary, which has also been posted on the
website. The web link for the same is https://www.suryaindialtd.com/policies.html (Click on
Material Subsidiary)

f) Web link where policy on dealing with related party transactions

The policy of related party transactions is placed on the website of the Company and can be
accessed from http://www.suryaindialtd.com/policies.html (Click on policy on related party
transactions).

g) Disclosure of commodity price risks and commodity hedging activities

The Company does not have material exposure of any commodity and accordingly, no
hedging activities for the same are carried out. Therefore, there is no disclosure to offer in
terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November
15, 2018.

h) Details of utilization of funds raised through preferential allotment or qualified institutions

placement as specified under Regulation 32(7A)

The Company has not raised any funds through preferential allotment or qualified
institutions placement as specified under Regulation 32(7A).

i) Certificate on Non-disqualification of Directors

M/s P. Kathuria & Associates (CoP: 3086), Company Secretaries and Secretarial Auditor of
the Company has certified that for the financial year ended on 31st March, 2024, none of
the directors of the Company have been debarred or disqualified from being appointed or
continuing as directors of the Companies by the Securities and Exchange Board of India
(SEBI) or the Ministry of Corporate Affairs (MCA) or any such statutory authority. A
 SURYA INDIA LIMITED

certificate issued by M/s P. Kathuria & Associates to that effect is attached and forms part of
this Annual Report and marked as “Annexure- VIII”.

j) Recommendations of the committees

During the financial year 2023-24, the board has accepted all recommendations made by
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee of the Company.

k) Total fees for all the services paid to Statutory Auditor

During the financial year 2023-24, the details of fees paid to M/s P. R. Kumar & Co. (FRN:
003186N) Statutory Auditor of the Company are as under:

Particulars Amount (in Lakh)

Statutory Audit 11.00
Other Matters 4.00
Total 15.00

The Company does not have any subsidiaries.

l) Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 which came into effect from 09th December, 2013, the Company
formulated an Internal Complaints Committee that ensures a work environment free of all
forms of sexual harassment, verbal, written, physical, visual or otherwise. The Committee is
formed as per the statute and it is headed by a women employee. The committee comprises
of half representation of women, it has adequate independent representation of women
from the social and legal fields. It lays down the whole procedure of filing complaint,
enquiry, redressal of grievance and taking action against those who are found guilty by the
committee in a fair and transparent manner.

During the year under review, no incident of sexual harassment was reported to the
Committee.

No. of complaints filed during the financial year Nil

No. of complaints disposed of during the financial year Not applicable
No. of complaints pending as on the end of the financial year Nil

m) Disclosure by company of loans and advances in the nature of loan to firm/ companies in
which directors are interested by name and amount
 SURYA INDIA LIMITED

The Company has given loan to Chandigarh Sweets Limited, an entity in which the Mr.
Manohar Lal Agarwal, director of your company is interested. He is the Shareholder of
Chandigarh Sweets Limited to whom loan has been given. However, the said Chandigarh
Sweets Limited is not a related party of the Company in terms of the provisions of Section 2
(76) of the Companies Act, 2013.

As on 31st March, 2024, an amount of Rs. 1430 lakh is outstanding.

n) Non- compliance of any requirement of corporate governance report as stated in the sub
paras (2) to (10) along with reasons thereof

The Company has complied with all the requirements as stated in the sub paras (2) to (10) of
the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015.

o) Policy on determination of materiality for disclosures

As per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015, the Company has adopted a policy on determination of materiality for disclosures.

The link of the same has been posted on the website of the Company at
http://www.suryaindialtd.com/policies.html (Click on Policy for determination of
materiality)

p) Policy on Archival and Preservation of Documents

As per Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015, the Company has adopted a policy on archival and preservation of documents.
The same can be accessed at the website of the company
https://www.suryaindialtd.com/policies.html (Click on Policy on archival of documents)

q) Code of Conduct for Prevention of Insider Trading

The Company has adopted the Code of Conduct for Prevention of Insider Trading under the
SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI PIT Regulations’), as amended
from time to time. The Code lays down guidelines for procedures to be followed and
disclosures to be made while trading in securities of the Company.

The same can be accessed at the website of the company

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

r) Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the Indian
Accounting Standards (Ind-AS) notified by Ministry of Corporate Affairs from time to time.
The significant accounting policies which are consistently applied have been set out in the
Notes to the Financial Statements. There is no deviation in following the treatments
 SURYA INDIA LIMITED

prescribed in Indian Ind-AS in preparation of financial statements for the financial year
2023-24.

14. Disclosure of Compliance of corporate governance requirements

The Company has followed all the corporate governance requirements as specified in regulation
17 to 27 and clauses (b) to (i) and (t) of sub- regulation (2) of regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

15. Compliance with discretionary requirements as specified in Para E of Schedule II

The Company has ensured the implementation of discretionary requirements/ non- mandatory
requirements as specified in Para E of Schedule II, such as-

a. Internal Audit report directly to the Audit Committee of the Company

b. Unmodified Audit Opinion/ Reporting
c. Separate post of chairperson and the managing director of the company

16. Declaration for affirmation with the Code of conduct

As per Regulation 17(5)(a) of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has
adopted a code of conduct applicable to all the directors and senior management personnel of
the Company, which is in consonance with the requirements of Listing Regulations. The said
code is available on the website of the Company at below link:

http://www.suryaindialtd.com/policies.html. (Click on Code of conduct)

As per Regulation 34(3) read with Part D of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all the directors and senior management personnel of the
Company have affirmed compliance with Code of Conduct of the Company for the year ended
31st March, 2024. A declaration to this effect signed by Mrs. Preeti Agarwal, Managing Director
forms part of this Annual report and is annexed as “Annexure IX”.

17. Certificate on compliance with conditions of corporate governance

The Company has complied with the requirements as stipulated in Regulations 17 to 27 and
clauses (b) to (i) and (t) of Regulation 46(2) and para C and D of Schedule V to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and
as required under Clause E of Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, a certificate from M/s P. R. Kumar & Co., Chartered
Accountants(FRN: 003186N ) Statutory Auditors of the Company is annexed as “Annexure- II” in
compliance with the said regulations.
 SURYA INDIA LIMITED

18. Managing Director and Chief Financial Officer certification

In compliance with the provisions of Regulation 17(8) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time to time, a declaration by the Managing
Director and Chief Financial Officer of the Company, is annexed as “Annexure- X”, which inter-
alia certifies to the board the accuracy of financial statements and the adequacy of internal
controls for the financial reporting purpose.

19. Disclosures with respect to the demat suspense account/ unclaimed suspense account

The Company does not have any equity shares in the demat suspense account/ unclaimed
suspense account. Therefore, the Company has not given disclosure with respect to the same.

20. Disclosure of certain types of agreement binding the Company

There is no such agreement which was entered into by the shareholders, promoters, promoter
group entities, related parties, directors, Key Managerial personnel, employees or among
themselves or with the Company or with a third party, solely, jointly which either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or control of
the Company or impose any restrictions or create any liability upon the Company as prescribed
under clause 5A of paragraph A of part A of schedule III of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time to time.

For 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
 Annexure- II

INDEPENDENT AUDITOR’S CERTIFICATE ON COMPLIANCE WITH THE CORPORATE

GOVERNANCE REQUIREMENTS UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

To,
The Members of
Surya India Limited,

1. We, M/s P.R. Kumar & Co., Chartered Accountants, the Statutory Auditors of Surya
India Limited (“the Company”), have examined the compliance of conditions of
Corporate Governance by the Company, for the Financial Year ended 31st March, 2024,
as stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2)
and para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (referred to as the “SEBI Listing Regulations”), as
amended from time to time.

Management’s Responsibility

2. The compliance of conditions of Corporate Governance is the responsibility of the

Management. This responsibility includes the design, implementation and
maintenance of internal control and procedures to ensure compliance with the
conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.

Auditor’s Responsibility

3. Our responsibility is limited to examining the procedures and implementation thereof,

adopted by the Company for ensuring compliance with the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.

4. We have examined the books of account and other relevant records and documents
maintained by the Company for the purposes of providing reasonable assurance on
the compliance with Corporate Governance requirements by the Company.

5. We have carried out an examination of the relevant records of the Company in

accordance with the Guidance Note on Certification of Corporate Governance issued
by the Institute of the Chartered Accountants of India (the “ICAI”), the Standards on
Auditing specified under Section 143(10) of the Companies Act 2013, in so far as
applicable for the purpose of this certificate and as per the Guidance Note on Reports
or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard on

Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of
Historical Financial Information, and Other Assurance and Related Services
Engagements.

Contd…2
 -2-

Opinion

7. Based on our examination of the relevant records and according to the information
and explanations provided to us and the representations provided by the
Management, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in Regulation 17 to 27 and clauses (b) to (i) and
(t) of Regulation 46(2) and para C, D and E of Schedule V to the SEBI Listing Regulations
during the year ended 31st March, 2024.

8. We state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the Management has
conducted the affairs of the Company.

For P. R. Kumar & Co.

Chartered Accountants
FRN : 003186N

(Deepak Srivastava)
Partner
M. No. 501615

Place: New Delhi

Date: 5th September, 2024

UDIN : 24501615BKFEDF9520
 SURYA INDIA LIMITED

Annexure- III

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Global Economy

The global economy witnessed a blend of opportunities and challenges. It persisted with
challenges and uncertainties arising on account of inflation dynamics, rising geo-political tensions
leading to supply-chain disruptions and pace of post pandemic recovery. However, economists
believe that several growth opportunities lie ahead, which are well supported by resilient
performance by Central Banks in controlling inflation, major emerging markets showing consistent
and strong growth outlook along with soaring capital markets across the globe. According to the
latest projections by the International Monetary Fund (IMF), the global economy is slated to grow
at 3.2 percent in 2024 and holding steady, even for 2025. The IMF also expects the global headline
inflation to decline to 5.9 percent in 2024 and sequentially to 4.5 percent by the end of 2025,
leading to a soft landing.

B. Indian Economy

The Central Bank’s measured stance along with prudent growth policies resulted in another strong
year for the Indian economy. As per projections by the IMF, growth in India is projected to remain
strong at 6.8 percent in 2024 and 6.5 percent in 2025 with the robustness, reflecting continuing
strength in domestic demand and a rising working-age population. The resilient growth
demonstrated by the economy has led to expectations that the Indian economy may become the
third largest in the next few years. Further, India’s inclusion in the Emerging Markets bond index
is also poised to draw significant foreign capital into the country, which would further act as a
booster.

C. Industry Structure and Developments (Real Estate Market (Leasing) Outlook):

Your Company has rental income from leasing of its properties (which are mainly situated in Malls/
Multiplexes) to renowned food and restaurant outlets chains in India. The Indian Real Estate sector
witnessed a strong growth in the past couple of years and is poised for an assuring growth in the
future. The outlook is driven by a confluence of multiple factors including increasing urbanization,
shifting demographics, aspirational lifestyle and supportive economic growth in the country. Our
company, a prominent player in this landscape, operates within the niche of leasing properties,
primarily located in bustling malls and multiplexes, to renowned food and outlet chains across the
nation. This strategic focus has allowed us to capitalize on the rapid growth of the retail and
entertainment sectors, resulting in a robust stream of rental income. The Indian retail market has
demonstrated remarkable resilience and adaptability, navigating through economic fluctuations
and even the challenges posed by the global pandemic. As more international and domestic
brands continue to expand their footprints, our business has flourished due to the strong demand
 SURYA INDIA LIMITED

for prime commercial spaces. Moreover, our expertise in selecting strategic locations and curating
a diversified tenant mix has positioned us as a preferred partner for renowned food and outlet
chains seeking to establish or expand their presence in India. We remain committed to staying at
the forefront of industry trends, embracing technological advancements, and continually
enhancing our properties to ensure a mutually beneficial relationship with our esteemed tenants,
while maximizing returns for our stakeholders. As we move forward, we anticipate the
continuation of favorable market conditions, underpinned by increasing consumer spending,
urbanization, and the ever-evolving preferences of the Indian populace.

D. Opportunities and Threats:

Your Company earn primary income from leasing of its properties to renowned food and
restaurant outlets chains in India mainly situated in Malls/ Multiplexes and invest/ provide loans
to corporates for business expansion purposes in order to generate additional interest income as
secondary income. Real Estate is one of the key driving factors behind the growth of the Indian
Economy and plays a pivotal role in the nation’s GDP growth. The year 2023-24 has also been a
period of ups and downs for the Indian real estate sector despite the faltering economy we are
currently experiencing the real estate sector lived up to its best in 2023-24. The situation is
improving now and markets, malls are in process of achieving normal growth.

E. Segment-Wise Performance

The company primarily operates in 2 segments. The bifurcation of segment wise operating
revenue is as per the details below: -

REVENUE 2023-24 2022-23

Amount Amount
(In lakh) (In lakh)
From Financing Activities 56.99 43.50
From Rental Income from Immovable Properties 397.11 386.85

The Board of Directors of the Company, which has been identified as being the Chief Operational
Decision Maker (CODM), evaluates the company’s performance. It is also responsible to allocate
the resources based on analysis of various performance indicators. The CODM reviews segmental
performance based on revenue only as such other details are not presented.

F. Outlook:

Your Company is exposed to a number of risks such as economic, regulatory, taxation and
environmental risks as well as sectoral investment outlook. Some risks that may arise in the normal
course of business that could impact its ability to address future developments comprise credit
risk, liquidity risk, counterparty risk, regulatory risk, commodity inflation risk and market risk. Your
 SURYA INDIA LIMITED

Company’s strategy of focusing on key products and geographical segments is exposed to

economic and market conditions. Your Company implemented robust risk management policies
that set out the tolerance for risk and your Company’s general risk management philosophy. Your
Company established a framework and process to monitor exposures to implement appropriate
measures in a timely and effective manner.

Outlook for the Company is linked to real estate and Capital Market. The Board of Directors of the
Company believes that Company’s Investments in the equity shares of various companies would
reasonably perform in the ensuing years and also rental income from real estate properties will
increase.

G. Risk & Concerns:

The Company is subjected to both external risks and internal risks. External risks due to interest
rate fluctuation, slowdown in economic growth rate, political instability, market volatility, etc.
Internal risk is associated with your Company's business which includes deployment of funds in
specific projects, diversification into other business operations, retention of talented personnel,
managing effective growth rate, changes in compliance norms and regulations, contingent
liabilities and other legal proceedings. Your Company recognizes the importance of risk
management and has invested in people, process and technologies to effectively mitigate the
above risks. The level and degree of each risk varies depending upon the nature of activity
undertaken by them.

The Real Estate Companies recognizes several pertinent risks and concerns associated with its core
business of leasing properties, primarily within malls and multiplexes, to well-established food and
outlet chains across India. Foremost among these considerations is the potential impact of
economic fluctuations and market dynamics on the overall demand for commercial real estate.
The Company remains vigilant to shifts in consumer preferences and spending habits, which could
influence the performance of its tenants and, consequently, affect rental income streams.
Additionally, the real estate sector is subject to regulatory changes, both at the national and local
levels, which may introduce new compliance obligations or alter the operational environment.
Geopolitical uncertainties and changes in trade policies could further impact the success and
expansion plans of the tenants, consequently influencing their lease agreements and rental
obligations. The Company also acknowledges the competitive landscape within the retail and food
industry, as emerging technologies and innovative business models might affect tenant viability
and the Company's ability to attract and retain high-profile brands. Moreover, the ongoing
maintenance and upgradation of properties to meet evolving consumer expectations and industry
standards require prudent financial management and capital allocation. While the Company has
taken measures to maintain robust lease agreements, these risks and concerns underscore the
need for diligent strategic planning and adaptability to safeguard its revenue streams and sustain
long-term growth.
 SURYA INDIA LIMITED

Company’s performance is also linked, upto some extent, to the Indian Capital Market as the
company has investments in both quoted as well as unquoted shares. Any decline in the price of
quoted investments may affect its financial position and results of operations. The value of the
company’s investments may be affected by factors affecting capital markets such as price and
volume volatility, interest rates, currency exchange rates, foreign investment, government policy
changes, political and economic developments, crude oil prices and economic performance
abroad, etc. The Company’s success largely depends upon the quality and competence of its
management team and key personnel. Attracting and retaining talented professionals is therefore
a key element of the company’s strategy. The resignation or loss of key management personnel
may have an adverse impact on the Company’s business, its future financial performance and the
result of its operations.
H. Internal control systems and their adequacy

The Company has an adequate internal controls system commensurate with its size and the nature
of its business. All the transactions entered into by the Company are duly authorized and recorded
correctly. All operating parameters are monitored and controlled. The top management and the
Audit Committee of the Board of Directors review the adequacy and effectiveness of internal
control systems from time to time.

I. Discussion on financial performance with respect to operational performance

The brief on Financial Performance with respect to operational performance is already provided
in the Boards’ Report of the Company.

J. Material developments in Human Resources / Industrial Relations front, including number of

people employed.

The Company believes that its people are a key differentiator, especially in knowledge driven,
competitive and global business environment. Adapting work culture to suit the dynamic
balancing of people requirements and employee needs is an ongoing process. Our people are the
company’s greatest assets. Your company focuses on increasing the overall productivity per
employee in the challenging market conditions. Men are the only active agent and acts as a
catalyst in effective utilization of all other M’s (Material, Machine and Money). The Board of
Directors of your company would like to place on record their sincere appreciation for the efforts
and contributions made by all the employees of the Company in the challenging environment.
Your Directors take this opportunity to thank all employees for rendering impeccable services to
every constituent of the Company, customers and shareholders. The Company has a well-defined
appraisal system to assess and reward the employees appropriately and also to gauge the
potential of the individuals.
 SURYA INDIA LIMITED

For the financial year ended 31st March, 2024, and as at 31st March 2024 the Company had Three
(3) people (excluding executive directors of the Company) in its employment including Key
Managerial Personnel.

K. Key Financial Ratio Analysis

A comparative table showing synopsis of FY 2023-24 versus FY 2022-23 of Key Financial Ratio is
provided below:

Ratio Calculation 2023-24 2022-23 Remarks

Net credit sales/ The Company does not have

Receivable
Average Trade - - revenue from sale/purchase
Turnover
Receivable of goods.
Interest
Coverage EBIT/ Interest The Company does not have
- -
Ratio Expenses any debts.

The reason for decrease in

the ratio is on account of
lower cash and cash
Current Assets/
Current Ratio equivalent on Balance sheet
Current Liabilities 31.13 16.57%
date, however the ratios
draws comfort due lower
current debt repayments.
Debt Equity Total debt/Total The Company does not have
- -
Ratio Shareholder’s Equity any debts.
Net profit ratio has
improved on account of
Net Profit Increased revenue and
Net Profit /Net sales 204.51% 13.51%
Margin absorption of overheads and
fixed costs as compared to
previous year.
Profit before Tax/
Return on The increase in ratio is on
Average Shareholder’s 0.09% 0.01%
Net Worth account of better EBIT.
Equity

Note: Debtor Turnover Ratio, Inventory Turnover Ratio, Operating Profit Margin is not applicable
on the Company.
 SURYA INDIA LIMITED

L. Cautionary Statement

Investors are cautioned that this discussion contains statements that involve risks and
uncertainties. Words like anticipate, believe, estimate, intend, will, expect and other similar
expressions are intended to identify “Forward Looking Statements”. The company assumes no
responsibility to amend, modify or revise any forward looking statements, on the basis of any
subsequent developments, information or events. Actual results could differ materially from those
expressed or implied. Important factors that could make the difference to the Company’s
operations include cyclical demand and pricing in the Company’s principal markets, changes in
Government Regulations, tax regimes, economic developments within India and other incidental
factors.

M. Appreciation

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from the shareholders, bankers and other government agencies during the year under
review.

Disclosure of Accounting Treatment:

The financial statements of the Company have been prepared 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, as amended from time to time.

The Company has not followed a different treatment from that prescribed in the Indian
Accounting Standards (‘Ind AS’).

For Surya India Limited

Preeti Agarwal Priyanka Agarwal

Managing Director Whole-time 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
 Annexure - IV

Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014]

To
The Members,
Surya India Limited (CIN: L74899DL1985PLC019991)
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi- 110044.

I have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Surya India Limited
(hereinafter called “the Company”). The Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.

Based on my verification of the company’s books, papers, minute books, forms, and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents, and authorized representatives during
the conduct of the secretarial audit, I hereby report that in my opinion, the company
has, during the audit period covering the financial year ended on March 31, 2024,
complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the company for the financial year ended on March 31, 2024
according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder;

(iii) The Depositories Act, 1996, and the Regulations and Bye-laws framed
thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment, and External Commercial Borrowings. Not applicable to the
Company as there is no Foreign Direct Investment, Overseas Direct
Investment, and External Commercial Borrowings in the Company during
the period under review.
(Surya India Limited 2023-2024)

(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’); (The following Regulations
including amendment, statutory modification or re-enactment thereto if
any, from time to time to the extent applicable to the company during the
period under review)

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (as amended from time to time);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018; Not Applicable as the Company has not
issued any securities during the period under review;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021; Not Applicable as the Company has not
granted any options to its employees during the period under review;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2008; Not Applicable as the Company has
not issued or listed any debt securities during the period under review;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021; Not Applicable as the Company has not got its equity
shares delisted from the stock exchange during the period under review.

(h) The Securities and Exchange Board of India (Buy-back of Securities)

Regulations, 2018; Not Applicable as the Company has not bought back any of
its securities during the period under review.

(vi) Other laws applicable specifically to the Company, as identified and based on
representation given by the management.

 The Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of

India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 {hereinafter referred to as “SEBI (LODR)
Regulations, 20l5”}.
(Surya India Limited 2023-2024)

During the period under review, the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with the proper balance of
Executive Directors, Non-Executive Directors, and Independent Directors. The changes
in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of this Act.

Normally adequate notice is given to all directors to schedule the Board Meetings,
agenda and detailed notes on the agenda were sent in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be. There was no dissenting vote for any
matter.

I further report that I have relied on the representation made by the Company and its
officers for the system and mechanism formed by the Company for compliance under
other applicable Acts, Laws, and Regulations to the Company. Therefore, I am of the
opinion that the management has adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations, and guidelines.

I further report, that during the audit period, there were no other specific
events/actions in pursuance of the above-referred laws, rules, regulations, guidelines,
standards, etc. having a major bearing on the Company’s affairs.

This report is to be read with my letter of even date which is annexed as “Annexure I”
and forms an integral part of this report.

FOR P. KATHURIA & ASSOCIATES

COMPANY SECRETARIES

PRADEEP KATHURIA
PLACE: NEW DELHI FCS: 4655
DATE: 05.09.2024 CP: 3086
UDIN: F004655F001140812
(Surya India Limited 2023-2024)

Annexure I
To
The Members,
Surya India Limited (CIN: L74899DL1985PLC019991)
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi- 110044.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of

the company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial
records. I believe that the processes and practices I followed provide a
reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company since the same have been subject to review
by Statutory Auditor.
4. Wherever required, I have obtained Management representation about the
compliance of laws, rules, and regulations and the happening of events, etc.
5. Compliance with the provisions of Corporate and other applicable laws, rules,
regulations, and standards is the responsibility of management. My examination
was limited to the verification of procedures on a test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the company.

FOR P. KATHURIA & ASSOCIATES

COMPANY SECRETARIES

PRADEEP KATHURIA
PLACE: NEW DELHI FCS: 4655
DATE: 05.09.2024 CP: 3086
UDIN: F004655F001140812
 SURYA INDIA LIMITED
Annexure- V
Form AOC- 2
(Pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclsoure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-
section(1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm's length basis

S. No. Particulars Details
1 Name (s) of the related party & nature of
relationship

2 Nature of contracts /arrangements

/transaction

3 Duration of the contracts /arrangements

/transaction

4 Salient terms of the contracts or

arrangements or transaction including the
value, if any
5 Justification for entering into such contracts
or arrangements or transactions

6 Date of approval by the Board

7 Amount paid as advances, if any
8 Date on which the special resolution was
passed in general meeting as required under
first proviso to Section 188

2 Details of material contracts or arrangements or transactions at arm's length basis

S. No. Particulars Details
1 Name (s) of the related party & nature of Haldiram Manufacturing Company Haldiram Ethnic Foods Pvt. Ltd.
relationship Private Limited (Directors have (Directors have significant influence)
significant influence)

2 Nature of contracts /arrangements Rent agreement/ Receipt of rent Rent agreements/ Receipt of rent
/transaction
3 Duration of the contracts /arrangements A lease deed was executed between 1) Angel Mall Property : Rent agreement
/transaction the parties w.e.f. 01.10.2019 for a was executed on 01.04.2013 for a period
period of 5 years. of 3 years and thereafter renewed from
time to time by the Board and last
renewed for a further period of 3 years
w.e.f 01.04.2022.
2) Spice Mall Property : Lease agreement
was executed on 13.02.2020 for a period
of 5 years w.e.f. 08.02.2020.

4 Salient terms of the contracts or Monthly rent is being paid on the basis 1) Angel Mall Property : Monthly rent is
arrangements or transaction including the of 6% of net sales of the lessee from being paid on the basis of 6% of net sale
value, if any the leased property or minimum of the lessee from the leased property.
guarantee of Rs. 8,00,000 per month, 2) Spice Mall Property : Monthly rent is
whichever is higher being paid on the basis of 4% of net sale
of the lessee from the leased property or
minimum guarantee of Rs. 4,00,000 per
month, whichever is higher.

5 Date of approval by the Board 21.10.2019 1) 14.02.2022

2) 14.11.2019
6 Amount paid as advances, if any - -
 3 Details of material contracts or arrangements or transactions at arm's length basis
S. No. Particulars Details
1 Name (s) of the related party & nature of Haldiram Products Private Limited Haldiram Marketing Private Limited
relationship (Directors have significant influence) (Directors have significant influence)

2 Nature of contracts /arrangements Rent agreement/ Receipt of rent Purchase of goods

/transaction
3 Duration of the contracts /arrangements Rent Agreement was originaly executed Financial Year 2023-24
/transaction on 22.05.2013 which was effective
from 01.08.2012 for a period of 3 years
and thereafter it was renewed from
time to time and as on 31st March,
2024, last renewed on 28.06.2021 for a
further period of 3 years effective from
01.08.2021.

4 Salient terms of the contracts or Rent is paid on monthly basis, it is Amount of transaction not to exceed Rs.
arrangements or transaction including the calculated by taking into account 5% of 10,00,000 during the Financial Year.
value, if any the monthly Net Sales of leased
premise given to Haldiram Products
Pvt. Ltd.

5 Date of approval by the Board 28.06.2021 04.09.2023

6 Amount paid as advances, if any - -

For Surya India Limited

Preeti Agarwal Priyanka Agarwal

Managing Director Whole-time Director
DIN: 00011450 DIN: 01989753
Add: J-15, Hauz Khas Enclave, Add: J-15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi- 110016

Date: 05th September, 2024

Place: New Delhi
 SURYA INDIA LIMITED

Annexure-VI

Disclosure under Rule 5 of the 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) Rules,
2014 (including any statutory modifications or re-enactments thereof, for the time being in force) are as follows:

Director's Name Ratio to median remuneration

Mrs. Preeti Agarwal 15.75: 1
The ratio of the remuneration of each director to the
Mrs. Priyanka Agarwal 15.75: 1
(i) median remuneration of the employees of the
Mr. Manohar Lal Agarwal Nil
Company for the Financial Year 2023-24
Mr. Ganesh Dass Agarwal Nil
Mr. Ratnesh Kumar Nil
Director’s/CFO/CEO/CS/ Manager % age increase in remuneration
name
The percentage increase in remuneration of each Mrs. Preeti Agarwal, Managing No Change
Director, Chief Financial Officer, Chief Executive Director
(ii) Mrs. Priyanka Agarwal, Whole-time No Change
Officer, Company Secretary or Manager, if any, in the
Financial Year 2023-24 as compared to 2022-23. Director
Ms. Jyoti Sabharwal 14.00%
Ms. Pooja, Company Secretary and NA
Compliance Officer
(iii) Percentage increase in the median remuneration of
employees in the Financial Year 2023-24 as compared 4.44%
to 2022-23
No. of permanent employees on the rolls of the As on 31.03.2024 As on 31.03.2023
(iv)
Company (other than Directors) 3 3
(v) Average percentile increase already made in the Average Salary Increase for Managing Director and Whole Time Director
salaries of employees other than the managerial is 0%, as compared to 16.53 % for employees other than Managerial
personnel in the last financial year and its comparison Personnel during the Financial year 2023-24 as compared to that of
with the percentile increase in the managerial 2022-23.
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in
the managerial remuneration.

(vi) Affirmation that the remuneration is as per the The Board of Directors of the Company affirms that the remuneration is
remuneration policy of the Company as per the remuneration policy of the Company.

* In calculating the median remuneration of employees, all the employees (including those resigned) during the financial year 2023-
24 have been considered.

For and on behalf of the Board of Directors

For Surya India Limited

Preeti Agarwal Priyanka Agarwal

Managing Director Wholetime Director
Date: 5th September 2024 DIN:00011450 DIN: 01989753
Place: New Delhi Add: J-15, Hauz Khas Enclave, Add: J-15, Hauz Khas Enclave,
New Delhi-110016 New Delhi-110016
 SURYA INDIA LIMITED

Annexure- VII

Information as per Section 197(12) of the Companies Act, 2013 read with rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended

S. Name and Remuneration Nature of Qualification Date of Age Last employment % of In case the employee is
No designation received (in lakh) Employmen & commencem (In held before joining equity relative of any director
. t whether experience ent of Yrs.) the Company holding or manager, the name
contractual of employee employment in the of such director or
or Company manager
otherwise
1. Preeti Agarwal 84 lakh Permanent Graduate 04/11/2011 44 - - Mrs. Preeti Agarwal is
(Managing Director) 15 years relative/ family member
of Mr. Manohar Lal
Agarwal, Director and is
also indirectly related to
Mrs. Priyanka Agarwal,
Wholetime Director of
the Company.
2. Priyanka Agarwal 84 lakh Permanent Graduate 24/12/2010 41 - - Mrs. Priyanka Agarwal
(Whole time 15 years is indirectly related to
Director) Mr. Manohar Lal
Agarwal, Director and
Mrs. Preeti Agarwal,
Managing Director of
the Company.
3. Jyoti Sabharwal 5.82 lakh Permanent Post 12/02/2013 32 - - -
(CFO & Assistant HR) Graduate
(Appointed as CFO of 11.5 years
the Company w.e.f.
30th Day of May
2022)
4. Jagriti Aggarwal 1.06 lakh Permanent CS, LLB & 01/07/2021 30 Company Secretary - -
(Company Secretary Post in Indianeye
& Compliance Graduate Security Private
Officer) 6 years Limited
 SURYA INDIA LIMITED
(resigned w.e.f. 30th
day of May, 2023)
5. Pooja 3.63 lakh Permanent CS, Graduate 11/08/2023 29 Rajasthan - -
(appointed w.e.f. 10 2.5 Years Antibiotics Limited
day of August, 2023)
6. Manish Ranjan 3.57 lakh Permanent MBA (HR and 19/08/2021 42 Data entry operator - -
(Assistant HR) Finance) in Haryana Urban
10 years Development
Authority

Note: The above disclosure has been made in line with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.
Further, there is no employee in the Company who is employed either throughout the financial year 2023-24 or for any part thereof and was in receipt of
remuneration of not less than rupees one crore two lakhs per annum or rupees eight lakhs fifty thousand per month, for part of the year or at the rate, which in
aggregate, is in excess of remuneration drawn by the managing director or whole time director or manager. Also, there is no employee in the company who holds
either himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

For Surya India Limited

Date:05th September 2024 Preeti Agarwal Priyanka Agarwal

Place: New Delhi Managing Director Wholetime Director
DIN: 00011450 DIN: 01989753
Address: J- 15, Hauz Khas Enclave, Address: J- 15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi- 110016
 Annexure - VIII

P.KATHURIA & ASSOCIATES

COMPANY SECRETARIES 308, Sethi Bhawan,
7 Rajendra Place, New Delhi -8
Phone: 01145094744, +91 9811073746
E-mail: pkathuria28@gmail.com

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members,
Surya India Limited
B-1/F-12 Mohan Co-Operative Industrial Estate,
Mathura Road, New Delhi- 110044

I have examined the relevant registers, records, forms, returns and disclosures received
from the Directors of Surya India Limited having CIN: L74899DL1985PLC019991 and having
registered office at B-1/F-12 Mohan Co-Operative Industrial Estate, Mathura Road, New
Delhi- 110044 (hereinafter referred to as 'the Company'), produced before me by the
Company for the purpose of issuing this certificate, in accordance with Regulation 34(3)
read with Schedule V Para- C sub clause 10(i) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including
Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered
necessary and explanations furnished to me by the Company & its officers, I hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial
Year ending on 31st March 2024 have been debarred or disqualified from being appointed
or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No. Name of Director DIN Date of appointment in

Company
1. Mrs. Preeti Agarwal 00011450 04/11/2011
2. Mr. Manohar Lal Agarwal 00290780 01/02/2015
3. Mr. Ganesh Dass Aggarwal 01547790 18/03/2002
4. Mrs. Priyanka Agarwal 01989753 24/12/2010
5. Mr. Ratnesh Kumar 09600213 09/05/2022
Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the
responsibility of the management of the Company. My responsibility is to express an
opinion on these based on my verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.

FOR P. KATHURIA & ASSOCIATES

COMPANY SECRETARIES

PLACE: NEW DELHI PRADEEP KATHURIA

DATE: 04.09.2024 MEMBERSHIP NO.4655
CP NO.3086
UDIN: F004655F001127469
 SURYA INDIA LIMITED

Annexure- IX

Declaration for compliance with code of conduct under Regulation 34(3) read
with Part D of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

To,
The Members,
Surya India Limited

I, Preeti Agarwal (DIN: 00011450), Managing Director of the Company, hereby confirm that all the
members of the Board of Directors and senior management have affirmed compliance with the
code of conduct for the board of Directors and senior management, as approved by the board, for
the financial year ended 31st March 2024.

For Surya India Limited

Preeti Agarwal
Managing Director
DIN: 00011450
Date: 05/09/2024 Add: J-15, Hauz Khas Enclave,
Place: New Delhi New Delhi-110016
 SURYA INDIA LIMITED

Annexure-X

Managing Director and Chief Financial Officer certification to the Board

(pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements),
Regulations, 2015)

To,
The Board of Directors,
Surya India Limited

We, Mrs. Preeti Agarwal (DIN: 00011450), Managing Director and Ms. Jyoti Sabharwal (PAN:
EMIPS2403B), Chief Financial Officer of Surya India Limited (“the Company”), hereby certify that:

a) We have reviewed financial statements and the cash flow statement for the financial year
2023-24 and to the best of our knowledge and belief:

 these statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;

 these statements together present a true and fair view of the Company’s affairs and are
in compliance with existing accounting standards, applicable laws, and regulations;

b) There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the financial year 2023-24 that are fraudulent, illegal, or violative of the
Company’s code of conduct;

c) We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of the internal control systems of the
Company pertaining to financial reporting and we have disclosed to the auditors and the Audit
Committee that there were no deficiencies in the design or operation of such internal controls,
of which we are aware and therefore, there was no need to take steps to rectify any deficiency.

d) We have indicated to the Auditors and the Audit Committee that -

 there were no significant changes in the internal control over financial reporting during
the financial year 2023- 24;

 there were no significant changes in the accounting policies during the financial year
2023- 24 and therefore, there is no need to disclose the same in the notes to the financial
statements; and
 SURYA INDIA LIMITED

 there were no instances of significant fraud during the financial year 2023-24 of which
we have become aware wherein there is involvement of the management or any
employee having a significant role in the Company’s internal control system over
financial reporting.

For Surya India Limited

Preeti Agarwal Jyoti Sabharwal

Managing Director Chief Financial Officer
DIN: 00011450 PAN: EMIPS2403B
Date: 05/09/2024 Add: J-15, Hauz Khas Enclave , Add: L-22, Naveen Shahdra,
Place: New Delhi New Delhi- 110016 East Delhi- 110032
INDEPENDENT AUDITOR’S REPORT

To
The members of
Surya India Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Surya India Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and
Loss including the Statement of Other Comprehensive Income, the statement of Cash
Flows and the Statement of Changes in Equity for the year then ended and notes to the
financial statements, including a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid Financial Statements give the information required by the Companies
Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2024, its loss including other
comprehensive income, its cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India (“ICAI”) together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our audit opinion on the financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements for the financial year ended 31 March
2024. These matters were addressed in the context of our audit of the financial
statements as a whole and in forming our opinion thereon and we do not provide a
separate opinion on these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

Contd…2
 -2-

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the basis for our audit
opinion on the accompanying financial statements.

Key Audit Matters How our audit addressed the key

audit matter

Related Parties Transactions (as described in Note No. 34 to the financial

statements)

The Company has undertaken Our procedures/ testing included the

transactions with its related parties in following:
the ordinary course of business at  Obtained and read the Company’s
arm’s length. These include policies, processes and procedures in
transactions in the nature of respect of identifying related parties,
investments, loans, sales and obtaining approval, recording and
purchases, etc. as disclosed in note 34 disclosure of related party transactions;
to the Ind AS financial statements.  Read minutes of shareholder meetings,
board meetings and minutes of meetings
Considering the significance of of those charged with governance in
transactions with related parties and connection with Company’s assessment
regulatory compliances thereon, of related party transactions being in the
related party transactions and its ordinary course of business at arm’s
disclosure as set out in respective length;
notes to the financial statements has  Tested, related party transactions with
been identified as key audit matter. the underlying contracts, confirmation
letters and other supporting documents;
 Agreed the related party information
disclosed in the financial statements with
the underlying supporting documents, on
a sample basis.

We have determined that there are no other key audit matters to communicate in our
report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other
information comprises Board’s Report alongwith its annexures including Secretarial Audit
Report but does not include the financial statements and our auditor’s report thereon.
Such other information is expected to be made available to us after the date of this
auditor’s report.

Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.

Contd…3
 -3-

In connection with our audit of the financial statements, our responsibility is to read the
other information identified above when it becomes available and in doing so consider
whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the report mentioned above, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with
governance. As the other information is not made available to us as at the date of this
auditor’s report, we have nothing to report in this regard.

Responsibility of Management for Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134
(5) of the Company’s Act (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance
including Other Comprehensive Income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial
reporting process.

Auditor’s Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

Contd…4
 -4-

• Identify and assess the risks of material misstatement of the financial

statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system
in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness

of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis

of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial

statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial statements of
the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”),

issued by the Central Government of India in terms of sub-section (11) of Section
143 of the Act, we give in the “Annexure A” a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

Contd…5
 -5-

2. (A) As required by section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations, which
to the best of our knowledge and belief were necessary for the purpose of
our audit,

b. In our opinion proper books of account as required by law have been kept
by the Company so far as it appears from our examination of those books
except for the matter stated in the paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rule , 2014.

c. The Balance Sheet, Statement of Profit and Loss including the Statement
of Other Comprehensive Income, the Cash Flow Statement and Statement
of Changes in Equity dealt with by this Report are in agreement with the
books of account,

d. the aforesaid financial statements comply with the Indian Accounting

Standards specified under section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of the written representations received from the directors as

on March 31, 2024 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2024 from being appointed as a
director in terms of Section 164 (2) of the Act;

f. The Modifications related to the maintenance of accounts and other

matters connected therewith are as stated in Paragraph 2A(b) above on
reporting under Section 143(3) (b) of the Act and Paragraph 2B(f) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule,
2014.

g. With respect to the adequacy of the internal financial controls over

financial reporting of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B”. Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial
reporting;

(B) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to
the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its

financial position in its financial statements;

b. The Company has made provision, as required under the applicable law
or accounting standards, for material foreseeable losses, if any, on long-
term contracts including derivative contracts;

c. There has been no delay in transferring amounts, required to be

transferred, to the Investor Education and Protection Fund by the
Company.

Contd…6
 -6-

d. (i) The Management has represented that, to the best of its

knowledge and belief, other than as disclosed in Note No 33 (iv) to the
accounts, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other source/s or kind of
funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its

knowledge and belief, as disclosed in Note No 33 (v) to the accounts, no
funds have been received by the Company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Funding Parties or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been

considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) contain any material mis-
statement.

e. The Company has not declared or paid dividend during the year.

f. The reporting under Rule 11 (g) of the Companies (Audit and Auditors)
Rule , 2014 is applicable from 1 April , 2023.

Base on our examination, the company has used accounting software for
maintaining its books of account, which have a feature of recording audit
trail (edit log) facility and same has not been operated throughout the
year.

(C) With respect to the matter to be included in the Auditors’ Report under
section 197(16) of the Act:

In our opinion and according to the information and explanations given to

us, the remuneration paid by the Company to its directors during the
current year is in accordance with the provisions of section 197 of the Act.
The remuneration paid to any director is not in excess of the limits laid
down under section 197 of the Act. The Ministry of Corporate Affairs has
not prescribed other details under section 197(16) of the Act which are
required to be commented upon by us;

For P. R. Kumar & Co.

Chartered Accountants
Firm Reg. No.003186N

Date: 26th May, 2024 (Deepak Srivastava)

Place: New Delhi Partner
M. No.: 501615
 Annexure-A

ANNEXURE OF THE INDEPENDENT AUDITOR’S REPORT

(Referred to paragraph (1) under the heading of “Report on Other Legal and Regulatory
Requirements” of our report of even date)

(i) (a) (A) Except for the matter stated by us in Paragraph 2(A)(b) and Paragraph
2(B)(f) in Section 143(3) -Report on Other Legal and Regulatory
Requirement of our Independent Auditor’s Report , We reported that the
company has maintained proper records showing full particulars including
quantitative details and situation of property, plant and equipment.

(B) The company does not have any intangible assets and consequently,
clauses 3(ii)(a)(B) of the Order is not applicable.

(b) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, the Company
has a regular programme of physical verification of its Property, plant and
equipment by which all Property, plant and equipment are verified in a
phased manner over a period of three years. In accordance with this
programme, certain Property, plant and equipment were verified during
the year. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and the basis of
our examination of the records of the company, the title deeds of the
immovable properties (other than properties where the Company is the
lessee and the lease agreements are duly executed in favor of the lessee)
are held in the name of the company except following:

Description of property Building

Gross carrying value Rs. 803.80 Lakhs
Held in name of No title deed executed
Whether promoter, director No
or their relative or employee
Property held since which 22.08.2012
date
Reason for not being held in Company has executed the Builder Buyer
name of company Agreement with the builder for purchase
of property and has also obtained the
physical possession of the property.
However, the Sale Deed for the said
property will be executed at the earliest
in coordination with the Builder.

(d) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, the Company
has not revalued its property, plant and equipment (including right of use
assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, there are no
proceedings initiated or pending against the Company for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) and rules made thereunder.

Contd…2
 -2-

(ii) (a) The company does not have any inventory and consequently, clause
3(ii)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis
of our examination of the records of the Company, the Company has not
been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks or financial institutions on the basis of the security
of current assets at any point of time during the year. Accordingly, clause
3(ii)(b) of the Order is not applicable to the Company.

(iii) (a) During the year, the Company has not made investment and granted
unsecured loan to two company . The Company has not provided any guarantee
or security to companies, firms, limited liability partnerships or any other parties
during the year. The aggregate amount during the year, and balance outstanding
at the balance sheet date with respect to such loans, to parties are as per the
table given below:

Particular Loans (Amount in Lakhs)

Aggregate amount granted during the year 1603.00
Others -

Balance outstanding (gross) as at balance 1430.00

sheet date in respect of the above cases
Others 1.05

The above amounts are included in Note 7 (related to loan) and Note 10 (related
to other current assets – advance to staff) to the financial statements.

(b) According to the information and explanations given to us and based on the audit
procedures conducted by us, in our opinion the terms and conditions of the grant
of loans and advances in the nature of loans during the year are, prima facie, not
prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, in our opinion, in the case of loans
and advances in the nature of loans given, the repayment of principal and
payment of interest has been stipulated and the repayments or receipts have
been regular.

(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no overdue amount for more
than ninety days in respect of loans and advances in the nature of loans given.

(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no loan or advance in the
nature of loans granted falling due during the year, which has been renewed or
extended or fresh loans granted to settle the overdues of existing loans or
advances in the nature of loans given to same parties.

(f) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has granted loans or
advances in the nature of loans either repayable on demand or without specifying
any terms or period of repayment as given below:

Contd…3
 -3-

Amount in Lakhs

Particulars All Parties Promoters Related Parties

Aggregate amount of - - -
loans/ advances in
nature of loans
- Repayable on demand (A) 1430.00 1430.00
- Agreement does not - - -
specify any
terms or period of
repayment (B)
Total (A+B) 1430.00 1430.00
Percentage of loans/ 100% 100%
advances in nature of
loans to the total loans

(iv) In our opinion and according to information and explanation given to us, the
company complied with the provision of section 185 and 186 of the Act, with
respect of loans and investment made.

(v) According to the information and explanations given to us, the Company has not
accepted any deposits or amounts which are deemed to be deposits within the
meaning of provisions of sections 73 to 76 or any other relevant provisions of the
Act and the Rules framed there under. Accordingly, reporting under clause 3 (v)
of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records
under section 148(1) of Act, for any of the services rendered by the company.
Accordingly, reporting under clause 3 (vi) of the Order is not applicable to the
Company.

(vii) (a) According to the information and explanation given to us and on the basis
of our examination of the records of the company, amount deducted
/accrued in the books of accounts in respect of undisputed statutory due
including provident fund, income tax, sales tax, value added tax, duty of
custom, service tax, Goods and Service Tax, cess and other material
statutory dues have been regularly deposited during the year by the
company with the appropriate authorities. As explained to us, the
company did not have any dues on accounts of employee’ state insurance
and duty of excise.

According to the information and explanations given to us, undisputed

arrears in respect of statutory dues payable which were outstanding as on
31st March, 2024 for a period of more than six months from the date they
became payable and paid are given below.

Name of Nature Amount Period to Due Date Date of Remarks,

the of the which the Payment if any
Statute Dues amount
relates
The Income 5,764.00 Assessment 02-09-2020
Income Tax Year
Tax Act, 2020-21
1961

Contd…4
 -4-

(b) According to the information and explanations given to us, no undisputed

amounts payable in respect of income tax, wealth tax, sales tax, customs
duty, excise duty, Goods and Service Tax and cess were in arrears, as at
31st March, 2024 for a period of more than six months from the date they
became payable.

(viii) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has not
surrendered or disclosed any transactions, previously unrecorded as income in
the books of account, in the tax assessments under the Income Tax Act, 1961 as
income during the year.

(ix) (a) The Company has not taken any loans or other borrowings from any
lender. Hence reporting under clause 3(ix)(a) of the Order is not
applicable.

(b) According to the information and explanations given to us and on the basis
of our examination of the records of the Company, the Company has not
been declared a wilful defaulter by any bank or financial institution or
government or government authority.

(c) The Company has not taken any term loan during the year and there are
no outstanding term loans at the beginning of the year and hence,
reporting under clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an

overall examination of the balance sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
purposes by the Company.

(e) According to the information and explanations given to us and on an

overall examination of the financial statements of the Company, the
company does not hold any investment in subsidiary, associates and joint
venture (as defined in the Act) and hence, reporting under clause 3(ix)(e)
of the Order is not applicable.

(f) According to the information and explanations given to us and procedures

performed by us, we report that the Company does not hold any
investment in subsidiary. Hence, reporting under clause 3(ix) (f) of the
Order is not applicable.

(x) (a) According to the information and explanations given to us, the company
has not raised moneys by way of initial public offer (including debt
instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis
of our examination of the records of the Company, the Company has not
made any preferential allotment or private placement of shares or fully or
partly or optionally convertible debentures during the year. Accordingly,
clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and
according to the information and explanations given to us, considering the
principles of materiality outlined in the Standard of Auditing, we report
that no fraud by the Company or on the Company has been noticed or
reported during the course of the audit.

Contd…5
 -5-

(b) According to the information and explanations given to us, no report

under sub-section (12) of Section 143 of the Act has been filed by the
auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit
and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanation given to us, the company
has not received any complaints under whistle blower mechanism during
the year under review. Accordingly, clause 3(xi)(c) of the Order is not
applicable.

(xii) According to the information and explanations given to us, the Company is not a
Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the
transactions with related party is in compliance with Section 177 and 188 of the
Act, where applicable, and the details of the related party transactions have been
disclosed in the financial statements as required by the applicable accounting
standards.

(xiv) (a) Based on information and explanations provided to us and our audit
procedures, in our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till
date for the period under audit.

(xv) In our opinion and according to information and explanations given to us, the
Company has not entered into any non-cash transactions with its directors or
persons connected to its directors and hence, provisions of Section 192 of the
Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) and
3(xvi)(b) of the Order are not applicable.

(b) The Company is not a Core Investment Company (CIC) as defined in the
regulations made by the Reserve Bank of India. Accordingly clause
3(xvi)(c) of the Order is not applicable.

(c) According to information and explanations provided to us during the

course of audit, the Group does not have any CICs.

(xvii) The Company has not incurred cash losses in the current and in the immediately
preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.
Accordingly clause 3(xviii) of the Order not applicable.

Contd…6
 -6-

(xix) According to the information and explanations given to us and on the basis of
the financial ratios, ageing and expected dates of realisation of financial assets
and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and
based on our examination of the evidence supporting the assumptions, nothing
has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that the Company is not
capable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the future viability of the
Company. We further state that our reporting is based on the facts up to the date
of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will
get discharged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, the
provisions of Section 135 of the Act, are not applicable on the company and
therefore, no unspent amount under sub-section (5) of section 135 of the Act
was required to be transferred. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the
Order are not applicable.

(xxi) The company was not required to prepare consolidated financial statements
Therefore, reporting under clause xxi of the order is not applicable.

For P. R. Kumar & Co.

Chartered Accountants
Firm Reg. No.003186N

Date: 26th May, 2024 (Deepak Srivastava)

Place: New Delhi Partner
M. No.: 501615
 Annexure – B

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE

FINANCIAL STATEMENTS OF M/S SURYA INDIA LIMITED

(Referred to paragraph {2(f)} under the heading of “Report on Other Legal and
Regulatory Requirements” of our report of even date)

[Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 (“the Act”)]

We have audited the internal financial controls over financial reporting of M/s Surya India
Limited (“the Company”) as of March 31, 2024 in conjunction with our audit of the
financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls

over financial reporting based on our audit. We conducted our audit in accordance with
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit of
internal financial controls, both issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy
of the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company’s internal financial controls system
over financial reporting.

Contd…2
 -2-

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2024, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.

For P. R. Kumar & Co.

Chartered Accountants
Firm Reg. No.003186N

Date: 26th May, 2024 (Deepak Srivastava)

Place: New Delhi Partner
M. No.: 501615
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Balance Sheet as at 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)
Particulars Note No. As at As at
31st March, 31st March,
2024 2023
ASSETS
Non-current assets 2
Property, plant and equipment 2.1 0.04 0.04
Investment property 2.2 5,515.98 5,429.37

Financial assets
- Other Investments 3 5,822.28 7,816.02
- Other Non Current Assets 4 36.24 36.24
Total non current assets (A) 11,374.54 13,281.67

Current assets
Financial assets
- Trade receivables 5 38.71 44.57
- Cash and cash equivalents 6 189.67 78.08
- Loans 7 1,430.00 692.00
Current Tax Assets (Net) 8 23.43 21.18
Other Current assets 9 6.75 1.67
Total current assets (B) 1,688.56 837.50
TOTAL ASSETS (A+B) 13,063.10 14,119.17

EQUITY AND LIABILITIES

EQUITY
Equity Share Capital 10 698.58 698.58
Other Equity 11 11,611.45 12,446.11
Total Equity (A) 12,310.03 13,144.69

LIABILITIES
Non-current Liabilities
Financial Liabilities
- Other financial liabilities 12 30.00 30.00
Provisions 13 60.21 64.67
Deferred Tax Liabilities (Net) 14 608.61 829.26
Total non-current liabilites (B) 698.82 923.93

Current Liabilities
Financial Liabilities
- Trade Payables 15
-total outstanding dues of micro enterprises 15.1 - -
and small enterprises; and
-total outstanding dues of creditors other 15.2 28.17 31.66
than micro enterprises and small enterprises
- Other Financial Liabilities 16 1.20 1.22
Other Current Liabilities 17 22.62 15.75
Provisions 18 2.26 1.92
Total current liabilites (C) 54.25 50.55
Total Liabilities D=(B+C) 753.07 974.48
TOTAL EQUITY AND LIABILITIES (A+D) 13,063.10 14,119.17

Significant accounting policies 1

The accompanying notes form an integral part of these financial statements

For & on behalf of the Board of Directors

In terms of our Audit Report Attached

For P. R. KUMAR & CO. (PREETI AGARWAL) (PRIYANKA AGARWAL)
Chartered Accountants Managing Director Whole-time Director
Firm Reg. No.: 003186N DIN: 00011450 DIN: 01989753
Address:J- 15, Hauz Khas Enclave, Address:J-15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi-110016

(DEEPAK SRIVASTAVA)
Partner (JYOTI SABHARWAL) (POOJA)
M. No.: 501615 Chief Financial Officer Company Secretary and Compliance Officer
PAN: EMIPS2403B M. No.: A67011
Address: L- 22, Naveen Shahdara, Address: RC -3, Sarojini Nagar,
East Delhi- 110032 New Delhi -110023
Place : New Delhi
Date : 26th May, 2024
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Statement of Profit and Loss for the Year Ended on March 31, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)
PARTICULARS Note No. For the year For the year ended
ended 31 March 2023
31 March 2024
INCOME
Revenue from Operations 19 454.10 430.35
Other Income 20 1,026.02 4.32
Total Income 1,480.12 434.67

Expenses
Emloyees Benefits Expense 21 188.94 201.87
Finance Costs 22 3.22 3.15
Depreciation and Amortisation Expenses 23 85.30 85.30
Other Expenses 24 51.07 65.05
Total Expenses 328.53 355.37

Profit/ (loss) before Exceptional Items and Tax 1,151.59 79.30

Exceptional Items - -

Profit/ (loss) before tax 1,151.59 79.30

Tax Expenses 25
a) Current tax 219.82 15.51
b) Deferred tax 3.08 5.70

Profit/ (loss) for the year A 928.69 58.09

Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or
loss
- Change in Fair value of Equity Instruments (1,993.75) (708.97)
- Remeasurement of net Defined Benefit Plans 6.68 6.95
(ii) Income tax relating to Items that will not be (223.72) (80.83)
reclassified to profit or loss
B. (i) Items that will be reclassified to profit or loss -
(ii) Income tax relating to Items that will be -
reclassified to profit or loss
Total Other Comprehensive Income for the year B (1,763.35) (621.19)
Total Comprehensive Income for the year (A+B) (834.66) (563.10)

Earnings per Equity Share:

1. Basic & Diluted EPS 26 13.29 0.83

Significant accounting policies 1

The accompanying notes form an integral part of these financial statements

For & on behalf of the Board of Directors

In terms of our Audit Report Attached

For P. R. KUMAR & CO. (PREETI AGARWAL) (PRIYANKA AGARWAL)
Chartered Accountants Managing Director Whole-time Director
Firm Reg. No.: 003186N DIN: 00011450 DIN: 01989753
Address:J- 15, Hauz Khas Enclave, Address:J-15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi-110016

(DEEPAK SRIVASTAVA)
Partner (JYOTI SABHARWAL) (POOJA)
M. No.: 501615 Chief Financial Officer Company Secretary and Compliance Officer
PAN: EMIPS2403B M. No.: A67011
Address: L- 22, Naveen Shahdara, Address: RC -3, Sarojini Nagar,
East Delhi- 110032 New Delhi -110023

Place : New Delhi

Date : 26th May, 2024
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)
For the year For the year
ended ended
31.03.2024 31.03.2023

A. Cash Flow from Operating Activities

Net Profit before Tax 1,151.59 79.30
Adjustment :
Depreciation 85.30 85.30
Income Tax paid (222.09) 11.53
Profit on Sales of Property (1,025.19) -
Loss/(Profit) on Sales of Investment - -
(10.39) 176.13
Movement in Working Capital
Increase/(Decrease) in Trade Receivable 5.86 (2.51)
Increase/(Decrease) in Short term Loans & Advances (743.08) (154.19)
Increase/(Decrease) in Trade Payable & Provisions 5.94 21.14
Net Cash from Operating Activities (A) (741.67) 40.57

B. Cash from Investing Activities

Purchase of Investment of Property (246.74) -
Purchase of Investments - -
Sale of Investment of Properties 1,100.00 -
Sale of Investments - -
Net Cash used in Investment Activity (B) 853.26 -

C. Cash from Finance Activities

Loan taken - -
Loan Refund - -
Interest on Loan - -
Net Cash used in Financing Activity (C) - -

Net increase in cash and cash equivalents (A+B+C) 111.59 40.57

Opening Cash & Cash Equivalents 78.08 37.51

Closing Cash & Cash Equivalents 189.67 78.08

Cash and cash equivalents at the end of the year comprises

Cash in hand 1.29 1.29
Balance with Banks
a) In current accounts 188.38 76.79
b) In deposit accounts - -
189.67 78.08

For & on behalf of the Board of Directors

In terms of our Audit Report Attached

For P. R. KUMAR & CO. (PREETI AGARWAL) (PRIYANKA AGARWAL)
Chartered Accountants Managing Director Whole-time Director
Firm Reg. No.: 003186N DIN: 00011450 DIN: 01989753
Address:J- 15, Hauz Khas Enclave, Address:J-15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi-110016

(DEEPAK SRIVASTAVA)
Partner
M. No.: 501615 (JYOTI SABHARWAL) (POOJA)
Chief Financial Officer Company Secretary and Compliance Officer
PAN: EMIPS2403B M. No.: A67011
Address: L- 22, Naveen Shahdara, Address: RC -3, Sarojini Nagar,
East Delhi- 110032 New Delhi -110023

Place : New Delhi

Date : 26th May, 2024
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Statement of Changes in Equity for the year ended 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

a. Equity Share Capital

Particulars No. of Shares Amount

Equity shares of ₹ 10 each issued,

subscribed and fully paid
As at 1st April, 2022 69,85,832 698.58
Changes in equity share capital due to - -
prior period errors
Restated balance as at 1 April 2022 - -
As at 31 March 2023 69,85,832 698.58

Particulars No. of Shares Amount

As at 1st April, 2023 69,85,832 698.58
Changes in equity share capital due to -
prior period errors
Restated balance as at 1 April 2023 - -
As at 31 March 2024 69,85,832 698.58

b. Other Equity
For the Year ended 31st March 2023
Particulars Reserves & Surplus Other Total
Comprehensive
Income
Capital Securities Revenue Reserve Retain
Redemption Premium On Earning
Reserve Amalgamation

Balance as at 1 April, 2022 294.21 856.56 1,069.56 10,778.84 10.04 13,009.21

Changes in accounting policy or prior - - - - - -
period errors
Balance as at 1 April, 2022 (Restated) 294.21 856.56 1,069.56 10,778.84 10.04 13,009.21
Profit/(Loss) for the year - - - (568.12) - (568.12)
Other Comprehensive Income - - - - - -
Remeasurment of Defined Benefit - - - - 5.02 5.02
Plans
Foreign Exchange translation difference - - - - - -
Total Comprehensive Income for the - - - - 5.02 5.02
period
Payment of Fee for increase in - - - - - -
Authorised Capital
Payment for Buy Back of Shares - - - - - -
Dividends Paid - - - - - -
Dividend Distribution Tax - - - - - -
Bonus Issue - - - - - -
Balance as at March 31, 2023 294.21 856.56 1,069.56 10,210.72 15.06 12,446.11
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Statement of Changes in Equity for the year ended 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Particulars Reserves & Surplus Other Total

Comprehensive
Income
Capital Securities Revenue Reserve Retain
Redemption Premium On Earning
Reserve Amalgamation

Balance as at 1 April, 2023 294.21 856.56 1,069.56 10,210.72 15.06 12,446.11

Changes in accounting policy or prior - - - - - -
period errors
Balance as at 1 April, 2023 (Restated) 294.21 856.56 1,069.56 10,210.72 15.06 12,446.11

Profit/(Loss) for the year - - - (839.40) - (839.40)

Other Comprehensive Income - - - - - -
Remeasurment of Defined Benefit - - - - 4.74 4.74
Plans
Foreign Exchange translation difference - - - - - -

Total Comprehensive Income for the - - - - - -

period
Payment of Fee for increase in - - - - - -
Authorised Capital
Payment for Buy Back of Shares - - - - - -
Dividends Paid - - - - - -
Dividend Distribution Tax - - - - - -
Bonus Issue - - - - - -
Balance as at March 31, 2024 294.21 856.56 1,069.56 9,371.32 19.80 11,611.45

For & on behalf of the Board of Directors

In terms of our Audit Report Attached

For P. R. KUMAR & CO. (PREETI AGARWAL) (PRIYANKA AGARWAL)
Chartered Accountants Managing Director Whole-time Director
Firm Reg. No.: 003186N DIN: 00011450 DIN: 01989753
Address:J- 15, Hauz Khas Enclave, Address:J-15, Hauz Khas Enclave,
New Delhi- 110016 New Delhi-110016

(DEEPAK SRIVASTAVA)
Partner
M. No.: 501615 (JYOTI SABHARWAL) (POOJA)
Chief Financial Officer Company Secretary and Compliance Officer
PAN: EMIPS2403B M. No.: A67011
Address: L- 22, Naveen Shahdara, Address: RC -3, Sarojini Nagar,
East Delhi- 110032 New Delhi -110023

Place : New Delhi

Date : 26th May, 2024
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

A Company Information
Surya India Limited (the 'Company') is a Company domiciled in India, with registered office situated at B-1/F-12, Mohan
Co-operative Industrial Estate, Mathura Road, Delhi 110044. The Company is majorly engaged in the business of renting/
leasing of its immoveable properties. It provides its immoveable properties on rent/ lease to food and restaurant outlets
chains in India mainly situated in Malls/ Multiplexes. It is also engaged in the business of providing finance/ loans to other
enterprises, (activities not amounting to Banking business).

B Basis of Preparation
i) Statement of Compliance
The financial statements of the Company 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 the Companies (Indian Accounting Standards) Rules as amended from
time to time.

(ii) Functional and presentation currency

These financial statements are presented in Indian Rupees, which is also the Company’s functional currency.

(iii) Basis of Measurement

The Financial Statements have been prepared on accrual and Going Concern basis under the historical cost convention in
accordance with IND AS.

(iv) Use of Estimates, assumptions and judgements

The preparation of financial statements requires management of the company to make judgments, estimates and
assumptions in the application of accounting policies that may affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.

As per Ind AS 8 (Accounting Policies, Changes in Accounting Estimates and Errors), all the Revisions to accounting
estimates are recognized prospectively, and material revision, if any, including its impact on financial statements, is
reported in the notes to accounts in the year of incorporation of revision.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the
most significant effect to the carrying amounts of assets and liabilities within the next financial year, are as follows:

. Determination of the estimated useful lives of Property, Plant and Equipment (PPE), Investment Property and Intangible
Assets and the assessment as to which components of the cost may be capitalized.
. Recognition and measurement of defined benefit obligations
. Recognition of deferred tax assets
. Provisions and Contingent Liabilities

(v) Operating Cycle

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and
other criteria set out in the Divison II of Schedule III to the Companies Act, 2013. Based on the nature of products and the
time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has
ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets & liabilities.

(vi) Measurement of fair values

Certain Accounting policies and disclosures of the company require the measurement of fair values, for both financial and
non financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values.
The management regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:

. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices)
. Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall into a different levels of the fair value hierarchy, then the
fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire measurement.

Contd…2
 -2-

C Significant Accounting Policies

i) Property, Plant and Equipment

Recognition and Measurement :
The property, plant and equipment (PPE) are tangible assets which are held for use in production, supply of goods or
services or for administrative purposes.

Property, plant and equipment are measured at Cost (which includes capitalized borrowing costs, if any) net of tax/duty
credit availed less accumulated depreciation and accumulated impairment losses, if any. Cost includes any directly
attributable cost of bringing the item to its working condition for its intended use.

Gains or losses arising on retirement or disposal of property, plant and equipment are recognized in the Statement of
Profit and Loss.
The components have been identified by the management as per the requirement of schedule II to the Companies Act,
2013 and the identified components are being depreciated separately over their useful lives and the remaining
components are depreciated over the life of the principal assets.

The residual values and useful lives of property, plant and equipment is reviewed at each financial year end and adjusted
prospectively, if appropriate.

Subsequent Expenditure :
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can
be measured reliably. All other repairs and maintenance are charged to the Statement of Profit and Loss during the period
in which they are incurred.

Depreciation/Impairment/Amortization :
Depreciation on tangible assets commences when the assets are ready for their intended use which is generally on
commissioning and is provided on the Straight Line Method over the useful lives of assets as defined in schedule II of the
Companies Act,2013.
Depreciation for assets purchased / sold during a period is proportionately charged.

ii) Investment Properties

Recognition and Measurement :
As per Ind AS 40 (Investment Property), properties (land and/or buildings) held to earn rentals or/and for capital
appreciation but not for sale in the ordinary course of business are categorized as investment properties.

Investment Properties are measured initially at cost, including transaction costs & borrowing cost, if recognition criteria is
met.

Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated
impairment loss, if any. Additional expenditure is capitalized to the Asset's carrying amount only when it is probable that
future economic benefits associated with the expenditure will flow to the company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred.

Fair value of investments properties are disclosed in the notes. Fair values are determined based on the evaluation
performed by an accredited external independent valuer applying a recognized and accepted valuation model or
estimation based on available sources of information from market.

Transfers to or from the investment property is made only when there is a change in use and the same is made at the
carrying amount of Investment Property.

Investment properties are derecognized either when they have been disposed off or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal.
The difference between the net disposal proceeds and the carrying amount of the asset is recognized in the Statement of
Profit and Loss in the period of derecognition.

Depreciation :

Investment Properties are depreciated on straight line method based on expected life span of assets which is in
accordance with Schedule II of Companies Act, 2013.

iii) Intangible Assets

Recognition and Measurement :
Intangible assets are recognized when it is probable that future economic benefits that are attributable to concerned
assets will flow to the Company and the cost of the assets can be measured reliably.
Separately purchased intangible assets are initially measured at cost.
Subsequently, intangible assets are carried at cost less any accumulated amortization and accumulated impairment
losses, if any.
Gain or loss arising from derecognition of an intangible asset is recognized in the Statement of Profit and Loss.

Depreciation/Amortization :
The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are amortized on
a straight-line basis over the period of their expected useful lives.
The amortization period for indefinte-life intangible assets is reviewed at each financial year end and adjusted
prospectively, if appropriate.

Contd…3
 -3-

iv) Impairment of Non-Financial Assets (Intangible Assets and Property, Plant and Equipment)
The carrying values of assets/cash generating units (CGU) at each balance sheet date are reviewed for impairment if any
indication of impairment exists.
If the carrying amount of the assets exceed the estimated recoverable amount (i.e. higher of the fair value and the value
in use), impairment is recognized for such excess amount.
The impairment loss is recognized as an expense in the Statement of Profit and Loss, unless the asset is carried at
revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the
extent a revaluation reserve is available for that asset.
When there is indication that an impairment loss recognized for an asset in earlier accounting periods which no longer
exists or may have decreased, such reversal of impairment loss is recognized in the Statement of Profit and Loss, to the
extent the amount was previously charged to the Statement of Profit and Loss.

v) Investment in subsidiary, Associates

Investments in subsidiaries, associates and jointly controlled entities are carried at cost less accumulated impairment
losses, if any.
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount.
On disposal of investments in subsidiaries, associates and jointly controlled entities, the difference between net disposal
proceeds and the carrying amounts are recognized in the Statement of Profit or Loss.

vi) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, bank balances and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.

vii) Financial Instruments, Financial Assets and Financial Liabilities

(A) Financial Assets
(a) Initial recognition and measurement
Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument.

On initial recognition, a financial asset is recognized at fair value. In case of Financial assets which are recognized at fair
value through profit and loss (FVTPL), its transaction cost is recognized in the statement of profit and loss. In other cases,
the transaction cost is attributed to the acquisition value of the financial asset.

(b) Classification and Subsequent measurement

Financial assets are subsequently classified and measured at
• amortized cost
• fair value through profit and loss (FVTPL)
• fair value through other comprehensive income (FVOCI)

Trade receivables, Advances, Security Deposits, Cash and cash equivalents etc. are classified for measurement at
amortized cost while investments may fall under any of the aforesaid classes. However, in respect of particular
investments in equity instruments that would otherwise be measured at FVTPL, an irrevocable election at initial
recognition may be made to present subsequent changes in FVOCI.

(c) Impairment of Financial Asset

The Company assesses at each reporting date whether a financial asset (or a group of financial assets) such as
investments, trade receivables, advances and security deposits held at amortized cost and financial assets that are
measured at fair value through other comprehensive income are tested for impairment based on evidence or information
that is available without undue cost or effort.

(d) Reclassification
When and only when the business model is changed, the Company shall reclassify all affected financial assets
prospectively from the reclassification date as subsequently measured at amortized cost, FVOCI, FVTPL without restating
the previously recognized gains, losses or interest and in terms of the reclassification principles laid down in the Ind AS
relating to Financial Instruments.

(e) Derecognition
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the contractual rights to receive the cash flows from the asset and derecognition is measured at Amortized
Cost or FVOCI, depending upon the circumstances of the case and the individual characteristics of Instrument.

(B) Financial Liabilities

(a) Initial recognition and measurement
Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities (Borrowings, trade payables and Other financial liabilities) are initially measured at the amortized cost
unless at initial recognition, they are classified as fair value through profit and loss.

(b) Subsequent measurement

Financial liabilities are subsequently measured at amortized cost.

(c) Derecognition

A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled or expires.

Contd…4
 -4-

(C) Offsetting of Financial Instruments

Financial assets and liabilities are offset and the net amount is included in the Balance Sheet where there is a legally
enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset
and settle the liability simultaneously.

viii) Recognition of Revenue & Expenses

a) Revenue Recognition and Measurement

Interest Income
Interest Income is recognized on accrual basis as per the terms agreed with the party/parties, at fair value.

Rental Income
Rental Income is recognized on accrual basis at fair value as per the terms agreed with the party/parties.

Dividend
Dividend Income is recognized when the right to receive the dividend is established.

b) Recognition of Expenses
Expenses are accounted for on accrual basis.

ix) Employee Benefits

(A) Short-term employee benefits
All employee benefits falling due wholly within 12 months of rendering the services are classified as short-term employee
benefits, which include benefits like salaries, wages, etc. and are recognized as expenses in the period in which the
employee renders the related service.

(B) Post-employment benefits

a) Defined Contribution Plans
Contributions to defined contribution schemes such as Provident Fund, Pension Fund, ESI, etc., are recognized as
expenses in the period in which the employee renders the related service.
Provident Fund Contributions are made to government administered Provident Fund. In respect of contributions made to
government administered Provident Fund, the Company has no further obligations beyond its monthly contributions.

b) Defined Benefit Plans

The Company also provides for post employment defined benefit in the form of gratuity.
The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit
that employees have earned in the current and prior periods, after discounting the same. The calculation of defined
benefit obligations is determined using the projected unit credit method, with actuarial valuation being carried out at each
balance sheet date.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses are recognized immediately
in Other Comprehensive Income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by
applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses
related to defined benefit plans are recognized in Statement of Profit and Loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past
service or the gain or loss on curtailment is recognized immediately in Statement of Profit and Loss.

The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(C) Other long-term employee benefits

All employee benefits like Earned Leaves and Sick Leaves (other than post-employment benefits and termination benefits)
which do not fall due wholly within 12 months after the end of the period in which the employees render the related
services are determined based on actuarial valuation carried out at each balance sheet date. The cost is determined using
the projected unit credit method, with actuarial valuation being carried out at each balance sheet date. Expense on non
accumulating compensated absences is recognized in the period in which the absences occur.

x) Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset.

Such capitalization is done only when it is probable that assets will result future economic benefit and the cost can be
measured reliably.
Capitalization of borrowing cost commences when all the following conditioned are satisfied:
i) Expenditure for the acquisition, construction or production of a qualifying assets is being incurred;
ii) Borrowing Cost are being incurred; and
iii) Activities that are necessary to prepare the assets for its intended use are in progress

Capitalization of borrowing costs is suspended when active development is interrupted.

Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
All other borrowing costs are charged to revenue account.

Contd…5
 -5-

xi) Income Taxes

Income tax expense for the year comprises of current tax and deferred tax. It is recognized in the Statement of Profit and
Loss except to the extent it relates to a business combination or to an item which is recognized directly in equity or in
other comprehensive income (OCI).

Current Tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax
payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the
reporting date.

Deferred Tax
Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities for
financial reporting purposes and the corresponding amounts used for taxation purposes.
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against
which the asset can be used.

Deferred tax assets recognized or unrecognized are reviewed at each reporting date and are recognized/reduced to the
extent that it is probable / no longer probable respectively that the related tax benefit will be realized.
A deferred tax liability is recognized based on the expected manner of realization or settlement of the carrying amount of
assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period.

The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities,
where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

xii) Provisions and Contingent Liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event; it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a
reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the
expenditure required to settle the present obligation at the Balance Sheet date.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

xiii) Segment Reporting - Operating Segments

Operating Segments are reported in a manner consistent with the internal reporting and are based on monitoring of
operating results by the Chief Operating Decision Maker, separately for making decision about resource allocation and
performance assessment. The Company prepares its segment information in conformity with the accounting policies
adopted for preparing and presenting the financial statements of the Company.

xiv) Earnings per Share

Basic Earnings per Share
Basic earning per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders
(after attributable taxes) by weighted average number of equity shares outstanding during the period.
Partly paid equity shares are treated as a fraction of an equity shares to the extent that they are entitled to participate in
dividends relative to a fully paid equity shares during the reporting period.
The weighted average number of equity shares outstanding during the period is adjusted for event such as bonus issue,
bonus elements in a right issue, share split and reverse share split (consolidation of shares) that have changed the
number of share outstanding , without a corresponding change in resources.

Diluted Earning Per share

For the purpose of calculating diluted earning per shares, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.

xv) Lease
i) As a lessee
Leases in which a significant portion of the risk and rewards of ownership are not transferred to the company as lessee are
classified as operating leases. Payment made under the operating leases are charged to Profit & Loss on a straight-line
basis over the period of lease.

ii) As a lessor
Lease income from operating lease where the company is lessor is recognized in income on a straight-line basis over the
lease term.
Contingent rentals arising under operating leases are recognized as an income in the period in which they are accrued.
The respective leased assets are included in the Balance Sheet based on their nature.

Contd…6
 -6-

xvi) Event Occurring after the reporting Date

Adjusting events(that provide evidence of condition that existed at the Balance Sheet date) occurring after the Balance
sheet date are recognized in the financial statements. Material non adjusting events (that are inductive of conditions that
arose subsequent to the Balance Sheet date) occurring after the Balance Sheet date that represents material changes and
commitment affecting the financial position are disclosed in the Directors Report.

xv) Recently issued accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new Standards or amendments to the existing Standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2024, MCA has not
notified any new standards or amendments to the existing standards applicable to the Company.

Cash Flow Statement:

The Cash Flow Statement is prepared by the indirect method set out in Ind AS 7 on Cash Flow Statements and presents
the cash flows from operating, investing and financing activities of the Company. Cash and Cash equivalents presented in
the Cash Flow Statement consist of cash on hand and unencumbered bank balances.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on financial statements for the year ended 31 March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)
Note-2
2.1 Property, plant & equipment

Particulars Computers Office equipments Total

Gross carrying value
As at 01 April 2022 0.35 0.22 0.57
Additions - - -
Disposals - - -
As at 31 March 2023 0.35 0.22 0.57
Additions - - -
Disposals - - -
As at 31 March 2024 0.35 0.22 0.57

Accumulated depreciation
As at 01 April 2022 0.32 0.21 0.53
Depreciation - - -
Disposals - - -
Adjustment - - -
As at 31 March 2023 0.32 0.21 0.53
Depreciation - - -
Disposals - - -
Adjustment - - -
As at 31 March 2024 0.32 0.21 0.53

Net carrying value

As at 31 March 2023 0.03 0.01 0.04
As at 31 March 2024 0.03 0.01 0.04

2.2 Investment Properties

Particulars Agricultural Land Building Total

Gross carrying value
As at 01 April 2022 645.70 5,204.14 5,849.84
Additions - - -
Disposals - - -
As at 31 March 2023 645.70 5,204.14 5,849.84
Additions 246.74 - 246.74
Disposals 74.83 - 74.83
As at 31 March 2024 817.61 5,204.14 6,021.75

Accumulated depreciation
As at 01 April 2022 - 335.17 335.17
Depreciation - 85.30 85.30
Disposals - - -
Adjustment - - -
As at 31 March 2023 - 420.47 420.47
Depreciation - 85.30 85.30
Disposals - - -
Adjustment - - -
As at 31 March 2024 - 505.77 505.77

Net carrying value

As at 31 March 2023 645.70 4,783.67 5,429.37
As at 31 March 2024 817.61 4,698.37 5,515.98

Notes :
i) Amount recognised in Statement of profit & loss for investment properties

Particulars As At 31st March, 2024 As At 31st March, 2023

Rental income 397.11 386.85
Income from sale of Investment properties 1,025.17 -
Direct operating expenses 26.51 21.87
Profit from investment properties before depreciation 1,395.77 364.98
Depreciation 85.30 85.30
Profit/(loss) from investment properties 1,310.47 279.68
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on financial statements for the year ended 31 March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

ii) Lease Arrangements:

Investment properties are leased to tenants under the long term operating Lease with rentals payable. Minimum Lease Payment receivable
under non- cancellable operating leases of investment properties are as follows:

Particulars As At 31st March, 2024 As At 31st March, 2023

Within one Year 104.00 180.00
Later than one year but not later than 5 Year - 124.00
Later than 5 Year - -

iii) Contingent Rent Recognised as income in the period

Particulars As At 31st March, 2024 As At 31st March, 2023

Contingent Rent Recognised as income in the period 253.11 206.85

iv) The Management has determined that the investment properties consist of two class of assets - commercial and residential- based on
the nature , characteristics and risks of each property.

v) Fair Value

Particular As at 31 March 2024 As at 31 March 2023

Commerical 7,101.98 7,101.98
Residential - 1,022.58
Agriculture land 1,611.74 1,365.00
8,713.72 9,489.56

Estimation of Fair Value

The Company obtains independent valuation for its investment properties at least annually. The best evidence of fair value is current
prices in an active market for similar properties

vi) The fair values of invesment properties have been determined by independent valuer who holds recognised and relevant professional
qualification. The Main input used are rental growth rates, terminal yields and discount rates based on comparable transactions and
industry data. The fair value estimates for investment properties, belonging to buildings, are included in level 2 whereas the fair value
estimates for investment properties, belonging to agricultural land, are included in level 3.

vii) The Company has no restriction on the realisability of its investment properties

viii) The Company has no contractual obligations to purchase, construct or develop investment properties and for enhancements.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

3 NON-CURRENT FINANCIAL ASSETS: INVESTMENT

Units/Nos. Amount (in Lakhs)

Face Value per 31.03.2024 31.03.2023 31.03.2024 31.03.2023
share
Others
Quoted
Investments in Equity Instruments
Rajasthan Breweries Ltd. Rs. 10 2,000 2,000 - -
2,000 2,000 - -

TOTAL QUOTED INVESTMENTS - - - -

UnQuoted
Investments in Mutual Funds
AXIS Active Equity Growth Fund - Series I Rs. 100000 91.94 91.94 158.50 118.94
158.50 118.94
Investments in Equity Instruments
Bright Agrotech Private Limited Re.1 11,600 11,600 - -
Haldiram Products Private Limited Rs.10 93,600 93,600 5,663.78 7,697.08
1,05,200 1,05,200 5,663.78 7,697.08

TOTAL UNQUOTED INVESTMENTS - - 5,822.28 7,816.02

TOTAL LONG TERM INVESTMENTS - - 5,822.28 7,816.02

Aggregate amount of Quoted non-current - - - -
Investments
Aggregate Amount of unquoted non-current - - 5,822.28 7,816.02
Investments
Aggregate Market Value of quoted non- - - - -
current investments
Aggregate provision for impairment in value - - - -
of investments
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

PARTICULARS As At As At
31st March, 31st March, 2023
2024

4 OTHER NON CURRENT

FINANCIAL ASSETS
Security Deposit 36.24 36.24
36.24 36.24

5 CURRENT FINANCIAL ASSETS

- TRADE RECEIVABLES
Undisputed Considered good 38.71 44.57

38.71 44.57
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Trade Receivable Ageing Schedule

Particulars Unbilled Not Due Outstanding for the year ended March 31, 2024 from the due date of payment

Less than 6 6 months - 1 year 1-2 years 2-3 years More than Total
months 3 years

(i) Undisputed Trade receivables – considered good - - 38.71 - - - - 38.71

(0.00)

(ii) Undisputed Trade Receivables – which have significant increase - - - - - - - -

in credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - - - - - -

(iv) Disputed Trade Receivables considered good - - - - - - - -

(v) Disputed Trade Receivables - which have significant increase in - - - - - - - -

credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - - -

Particulars Unbilled Not Due Outstanding for the year ended March 31, 2023 from the due date of payment

Less than 6 6 months - 1 year 1-2 years 2-3 years More than Total
months 3 years

(i) Undisputed Trade receivables – considered good - - 44.57 - - - - 44.57

(0.00)

(ii) Undisputed Trade Receivables – which have significant increase - - - - - - - -

in credit risk

(iii) Undisputed Trade Receivables – credit impaired - - - - - - - -

(iv) Disputed Trade Receivables considered good - - - - - - - -

(v) Disputed Trade Receivables - which have significant increase in - - - - - - - -

credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - - -

SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

PARTICULARS As At As At
31st March, 2024 31st March,
2023

6 CASH AND CASH EQUIVALENTS

Balance with Banks
-Current account 188.38 76.79
Cash on hand 1.29 1.29
189.67 78.08

7 LOANS
(Unsecured, considered good)
Loan to Related Parties 1,430.00 692.00
1,430.00 692.00

As at March 31, 2024 As at March 31, 2023

Type of Borrower Amount of loan or % of total Amount of % of total Loans and
advance in the nature Loans and loan or Advances in the
of loan outstanding Advances in advance in the nature of loans
the nature nature of loan
of loans outstanding

Loan to Promoters - - - -
Loan to Directors - - - -
Loan to KMPs - - - -
Loan to Related parties 1,430.00 100% 692.00 100%
Total 1,430.00 100% 692.00 100%

Note: Loan amounting to Rs 1,430.00 Lakhs as at 31st March, 2024 (Rs 692.00 Lakhs as at 31st March, 2023) has been granted to related party

PARTICULARS As At As At
31st March, 2024 31st March,
2023

8 CURRENT TAX ASSETS (NET)

Advance Tax (Net of Provision) 23.43 21.18
23.43 21.18

9 OTHER CURRENT ASSETS

(Unsecured , considered good)
Commercial Advance 40.52 40.40
Less : Allowances for Doubtful Loans commerical advance (39.30) (39.30)
Impaired
Advance to Staff 1.05 1.05
Less : Allowances for Advance to Staff Impaired (1.05) (1.05)
Prepaid Expenses 0.02 0.09
GST Recoverable 5.51 0.48
6.75 1.67
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

10 EQUITY SHARE CAPITAL

PARTICULAR As At 31st As At As At As At 31st

March, 2024 31st March, 31st March, March, 2023
2024 2023
No. of Shares (Amount in No of Share (Amount in Lakhs)
Lakhs)
Equity Share Capital
Authorised Equity 78,20,000 782.00 78,20,000 782.00
shares of Rs. 10/-each fully paid

Issued, Subscribed and Paid up Equity 69,85,832 698.58 69,85,832 698.58

shares of Rs. 10/-each fully paid

69,85,832 698.58 69,85,832 698.58

Promoter’s shareholding
Particulars Shares held by Promoter at the end of the period / year % change during
the period / year
S.No Promoter Name No. of shares % of total
shares

As at March 31, 2024 1 Amit Aggarwal 7,29,531 10.44% 0.00%

2 Anand Agarwal 6,66,250 9.54% 0.00%
3 Pankkaj Agarwal 6,50,018 9.30% 3.63%
4 Manohar Lal Agarwal 6,17,775 8.84% 0.00%
5 Madhu Sudan Agarwal 4,29,602 6.15% 0.00%
6 Umesh Agarwal 2,15,250 3.08% 0.00%
7 Ashish Agarwal 2,13,350 3.05% 0.00%
8 Manju Devi Agarwal 2,00,425 2.87% 0.00%
9 Ritu Agarwal 1,72,161 2.46% 0.00%
10 Amisha Agarwal 1,72,161 2.46% 0.00%
11 Sumitra Agarwal 1,25,950 1.80% 0.00%
12 Manohar Lal Agarwal (HUF) 14,000 0.20% 0.00%
13 Haldiram Manufacturing 2,55,500 3.66% 0.00%
Company Private Limited
14 Haldiram Marketing Private 1,30,000 1.86% 0.00%
Limited
15 Haldiram Products Private 1,20,000 1.72% 0.00%
Limited
16 Preeti Agarwal - 0.00% 0.00%
17 Priyanka Agarwal - 0.00% 0.00%

Particulars Shares held by Promoter at the end of the period / year % change during
the period / year
S.No Promoter Name* No. of shares % of total
shares

As at March 31, 2023 1 Amit Agarwal 7,29,531 10.44% 0.00%

2 Anand Agarwal 6,66,250 9.54% 0.00%
3 Pankaj Agarwal 3,96,518 5.68% 0.00%
4 Manohar Lal Agarwal 6,17,775 8.84% 0.00%
5 Madhu Sudan Agarwal 4,29,602 6.15% 0.00%
6 Umesh Agarwal 2,15,250 3.08% 0.00%
7 Ashish Agarwal 2,13,350 3.05% 0.00%
8 Manju Devi Agarwal 2,00,425 2.87% 0.00%
9 Ritu Agarwal 1,72,161 2.46% 0.00%
10 Amisha Agarwal 1,72,161 2.46% 0.00%
11 Sumitra Agarwal 1,25,950 1.80% 0.00%
12 Manohar Lal Agarwal (HUF) 14,000 0.20% 0.00%
13 Haldiram Manufacturing 2,55,500 3.66% 0.00%
Company Private Limited
14 Haldiram Marketing Private 1,30,000 1.86% 0.00%
Limited
15 Haldiram Products Private 1,20,000 1.72% 0.00%
Limited
16 Preeti Agarwal - 0.00% 0.00%
17 Priyanka Agarwal - 0.00% 0.00%
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

A) Reconciliation of Number of Ordinary shares outstanding

PARTICULAR As At 31st As At As At As At 31st

March, 2024 31st March, 31st March, March, 2023
2024 2023

No. of Shares (Amount in No of Share (Amount in Lakhs)

Lakhs)
As at beginning of the Year 69,85,832 698.58 69,85,832 698.58
As at end of the year 69,85,832 698.58 69,85,832 698.58

B) Detail of shareholder's holding more than 5% of shares:-

PARTICULAR As At 31st As At As At As At 31st

March, 2024 31st March, 31st March, March, 2023
2024 2023

No. of Shares % of total No of Share % of total shares

shares
Manohar Lal Agarwal 6,17,775 8.84% 6,17,775 8.84%
Madhu Sudan Agarwal 4,29,602 6.15% 4,29,602 6.15%
Amit Aggarwal 7,29,531 10.44% 7,29,531 10.44%
Anand Agarwal 6,66,250 9.54% 6,66,250 9.54%
Pankkaj Agarwal 6,50,018 9.30% 3,96,518 5.68%
Total 30,93,176 44.27% 28,39,676 40.65%

11 OTHER EQUITY

Particular As At 31st March, As At

2024 31st March,
2023

Capital Reserves 294.21 294.21

Revenue Reserve On Amalgamation 1,069.56 1,069.56
Share Premium Account 856.56 856.56

Remeasurement Gains/(Losses) On Defined Benefits Plans

As per Last Year 15.06 10.04

Add: Profit (loss) for the year 4.74 5.02
19.80 15.06

Retained Earning
As per last Year Accounts 10,210.72 10,778.84
Add: Changes in accounting policy or prior period errors - -

Add: Profit for the year (839.40) (568.12)

9,371.32 10,210.72

Total Reserves and Surplus 11,611.45 12,446.11

SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

B. Nature and purpose of reserves

Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions
paid to shareholders.

Remeasurement Gains/(Losses) On Defined Benefits Plans: Differences between the interest income on plan assets and the return actually achieved, and any
changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ‘Other comprehensive
income’ and subsequently not reclassified to the Statement of Profit and Loss.

Amalgamation Reserve: The Company has recognised Amalgamation Reserves on amalgamation of company as per statutory requirements. This reserve is available
for capitalisation/declaration of dividend/ share buy-back.

Securities Premium : The amount received in excess of face value of the equity shares is recognised in Securities Premium. In case of equity-settled share based
payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium.

Capital Reserve : The Company has recognised Amalgamation Reserves on amalgamation of company as per statutory requirements. This reserve is available for
capitalisation share.

Particular As At 31st March, As At

2024 31st March,
2023

12 OTHER FINANCIAL LIABILITIES

NON CURRENT
Securities Received 30.00 30.00
30.00 30.00

13 PROVISIONS
NON CURRENT
Provision for employee benefits
Leave Encashement 16.39 20.06
Gratuity 42.18 42.93
Sick Leave 1.64 1.68
60.21 64.67

14 DEFERRED TAX LIABILITY (NET)

Property , Plant and Equipment and investment Property, Intagible (0.45) (0.53)
Assets

Investment 625.93 847.80

Employee benefits (16.87) (18.01)
608.61 829.26

15 TRADE PAYABLES - CURRENT

-total outstanding dues of micro enterprises and small - -

enterprises; and

-total outstanding dues of creditors other than micro enterprises 28.17 31.66
and small enterprises

28.17 31.66
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Trade payables Ageing Schedule

Particulars Unbilled Not due Outstanding for the year ended March 31, 2024 from the due date of payment

Less than 1 1-2 years 2-3 years More than 3 years Total
year

Total outstanding dues of micro enterprises and small enterprises - - - - - - -

Total outstanding dues of creditors other than micro enterprises 20.22 - 7.95 - - - 28.17
and small enterprises
Disputed dues of micro enterprises and small enterprises - - - - - - -
Disputed dues of creditors other than micro enterprises and small - - - - - -
enterprises -

Particulars Unbilled Not due Outstanding for the year ended March 31, 2023 from the due date of payment

Less than 1 1-2 years 2-3 years More than 3 years Total
year

Total outstanding dues of micro enterprises and small enterprises - - - - - - -

Total outstanding dues of creditors other than micro enterprises 15.76 - 15.90 - - - 31.66
and small enterprises
Disputed dues of micro enterprises and small enterprises - - - - - - -

Disputed dues of creditors other than micro enterprises and small - - - - - - -

enterprises
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Particular As At 31st As At
March, 2024 31st March,
2023

16 OTHER FINANCIAL LIABILITIES

Other Liabilities 1.20 1.22
1.20 1.22

17 OTHER CURRENT LIABILITIES

Statutory Liabilities 22.62 15.75
22.62 15.75

18 PROVISIONS
CURRENT
Provision for employee benefits

Leave Encashement 0.42 0.87

Gratuity 1.67 0.88
Sick Leave 0.17 0.16
2.26 1.92
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Particular For the year ended For the year

31st March, 2024 ended
31st March,
2023

19 REVENUE FROM OPERATIONS

Interest Income 56.99 43.50

Other Operating Income

Rent Income from Immovable Property 397.11 386.85
454.10 430.35

20 OTHER INCOME
Profit on Sale of Property 1,025.17 -
Excess Provision Written Back - 1.00
Miscellaneous Income - 0.81
Interest on Income tax refund 0.85 2.51
1,026.02 4.32

21 EMPLOYEE'S BENEFITS EXPENSE

Salary and Allowances 182.29 182.65
Other Benefits 6.65 19.22
188.94 201.87

22 FINANCE COSTS
Interest Expenses 3.22 3.15
3.22 3.15

23 DEPRECIATION AND AMORTISATION EXPENSES

Related to
Property, Plant & Equipment - -
Investment Property 85.30 85.30
85.30 85.30

24 OTHER EXPENSES
Audit Fees 11.00 10.00
Professional Charges 6.34 4.81
Conveyance and Travelling 0.04 18.15
Property Tax 22.43 21.12
Provision for Staff Advance Impairement - 1.05
Miscellaneous Expenses 11.27 9.92
51.08 65.05

24.1 Payment to Auditors

Statutory Audit Fee 11.00 10.00
Other Matters 4.00 2.50
15.00 12.50
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
'(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Particular For the year ended For the year

31st March, 2024 ended
31st March,
2023

25 Current Tax
Provision for Tax 219.82 15.51
219.82 15.51

The Major components of tax expenses for the year ended 31st March, 2024 and March, 2023 are :

Current Tax
Current tax expenses for current year 219.82 15.51
Current tax expenses pertaining to prior period - -
219.82 15.51
Deferred tax obligations 3.08 5.70
Total tax expenses reported in the statement of profit & loss 222.90 21.21

Amount Recognised in other Comprehensive Income

For the year ended March 31, 2024

Particular Before tax Tax expenses Net of Tax
Item that will not be reclassified to Profit & Loss Account
Remeasurement of the Define Benefit Plans 6.68 1.93 4.75
Change in Fair Value of Equity Instruments (1,993.75) 78.89 (2,072.64)
Item that will be reclassified to Profit & Loss Account

For the year ended March 31, 2023

Particular Before tax Tax expenses Net of Tax
Item that will not be reclassified to Profit & Loss Account
Remeasurement of the Define Benefit Plans 6.95 (1.93) 8.88
Change in Fair Value of Equity Instruments (708.97) 78.89 (787.86)
Item that will be reclassified to Profit & Loss Account

The reconciliation of estimated income tax expenses at statutory income tax rate to income tax expenses
reported in statement of profit & Loss as follows

March 31, 2024 March 31,

2023
Profit before income tax 1,151.59 79.30
at statutory income tax rate 27.82 27.82
Expected Income Tax expenses 320.37 22.06
Tax effect of adjustments to reconciliation expected income tax
expenses to reported income tax expenses
Income Exempt from tax - -
Non Deductible expenses for tax purpose (364.17) (79.41)
Income under Other Heads 263.62 72.08
Others 0.78
Current Tax Provision (A) 219.82 15.51
Incremental deferred Tax Liability on account of tangible and 3.08 5.70
intangible assets
Incremental deferred Tax Liability on account of Financial assets - -
and other item
Deferred tax Provision (B) 3.08 5.70

Tax Expenses recognised in statement of Profit and Loss (A+B) 222.90 21.21

Effective Tax Rate 19.36% 26.74%

SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Significant components of net deferred tax assets and liabilities for the year ended 31st March, 2024 is as follows :

Opening Balance April Recognised Recognised Closing Balance Total

1 , 2023 /Reversed /Reversed in March 31 , 2024
through Other
Profit & comprehensiv
Loss e income
Account
Deferred tax Assts/Liabilities in relation to :
Property , Plant and Equipment and investment Property, Intagible (0.53) 0.08 - (0.45) (0.45)
Assets
Investment 847.79 - (221.86) 625.93 625.93
Employee benefits (18.01) 3.00 (1.86) (16.87) (16.87)
Others - - - -
829.25 3.08 (223.72) 608.61 608.61

Significant components of net deferred tax assets and liabilities for the year ended 31st March, 2023 is as follows :

Opening Balance April Recognised Recognised Closing Balance Total

1 , 2022 /Reversed /Reversed in March 31 , 2023
through Other
Profit & comprehensiv
Loss e income
Account
Deferred tax Assts/Liabilities in relation to :
Property , Plant and Equipment and investment Property, Intagible (0.63) 0.10 - (0.53) (0.53)
Assets
Investment 926.69 - (78.89) 847.79 847.80
Employee benefits (15.83) (0.25) (1.93) (18.01) (18.01)
Others (5.85) 5.85 - -
904.38 5.70 (80.82) 829.25 829.26

26 EARNINGS PER SHARE (BASIC & DULUTED)

Particular 2023-24 2022-23

“Earnings per Share” is calculated in accordance with Accounting

Standard-20, (Earnings per Share) as prescribed under the
Companies (Accounting Standards) Rules, 2006:-

Profit for the year (₹) 928.69 58.09

Profit attributable to equity share for the year (₹) 928.69 58.09

Weighted average number of shares outstanding during the year. 69,85,832 69,85,832

Basic and Diluted EPS (₹) 13.29 0.83

Nominal Value per equity share (₹) 10.00 10.00

27 EXPENDITURE IN FOREIGN CURRENCY

Expenditure in Foreign Currency - 4.53

- 4.53

28 EMPLOYEE BENEFITS OBLIGATIONS

Defined Benefit Plan

Define Contribution Plan

Contribution to Defined Contribution Plan , Charged off for the year - -
as under
Employers contribution to Providend Funds - -

Defined Benefit Plan

The employees’ gratuity scheme is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit
Method. Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at the end of the period for each benefit that will
accrue for all active member of the plan.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
'(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Defined Benefits Plans

The Amount recognised in the company's financial statement as at year end are as under :
Gratuity
Particular 31st 31st March,
March, 2023
2024

The Amount recognised in the company's financial statement as at year end are as under :

i) Change in Present value of Obligation

Present value of obligation at beginning of the year 43.81 43.73
Current Service Cost 3.49 3.89
Acquisition adjustment - -
Past Service Cost - -
Interest Cost (Net) 3.22 3.14
Benefits Paid - -
Re-measurements (6.68) (6.95)
Present value of obligation at the end of the year 43.84 43.81

ii) Change in Plan Assets

Fair value of Plan Assets at beginning of the year - -
Interest Income - -
Return on Plan Assets excluding interest income - -
Benefit Paid - -
Fair value of Plan Assets at end of the year - -

iii) Amount Recognised in the Balance Sheet

Present Value of obligation at the end of the year 43.84 43.81
Fair value of Plan Assets at the end of the year - -
Net Liabilities Recognised in the Balance sheet 43.84 43.81

iv) Amount Recognised in Statement of Profit & Loss Accounts

Current Service Cost 3.49 3.89
Interest Cost 3.22 3.14
Total Expenses /(Gain) Recognized in the Profit & Loss Account 6.71 7.03

v) Recognised in Other Comprehesive Income for the year

Actuarial (Gain)/Loss on PBO (6.68) (6.95)
Return on Plan Assets excluding interest income - -
Recognised in Other Comprehesive Income (6.68) (6.95)

vi) Actuarial Assumption

Discount rate (Per Annum) 7.22% 7.36%
Mortality Rate 7.18% 7.18%
Annual Increase in Salary cost Per Annum 9.00% 9.00%

vii) Major Categories of Plan Assets of total Plan Assets

Government of India Securites - -
High Quality Corporate Bonds - -
Property - -
Insurance company - -

viii) Gratuity -Sensitivity Analysis

Particular 31st March, 2024
Increase Decrease
Salary Growth Rate(0.5% movement) 0.31 (0.28)
Discount Rate (0.5% movement) (0.28) 0.32

ix Maturity Analysis of Defined Benefit Obligation 31st 31st March,

March, 2023
2024
Within the next 12 Months 1.67 0.88
2nd Following Year 0.75 0.75
3rd Following Year 0.75 0.75
4th Following Year 0.74 0.75
5th Following Year 0.56 0.75
6th Following year 0.57 0.57
7th Year Onwards 38.80 39.35

Other Detail
Methodology adopted for ALM Projected Unit Credit Method
Usefulness and Methodology adopted for sensitivity analysis Sensitivity analysis is an analysis which will give the
movement in the liability if the assumptions were not
proved to be true on different count. This only signifies
the changes in the liability if the difference between
assumed and the actual is not following the parameters
of the sensitivity analysis.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

29 FINANCIAL INSTRUMENTS
A Accounting Classifications and Fair Values

i) The fair value of the assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in forced or liquidation sale.
ii) The following methods and assumptions were used to estimate the fair values:
a) Fair Value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from
banks and other financial instruments approximate their carrying amounts largely due to the short term maturities of these instruments.

b) Financial instruments with fixed and variable interest rates are evaluated by the company based on parameters such as interest rates and
individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to the account for the expected losses of these
receivables.
c) The management considers that the carrying amounts of financial assets and financial liabilities recognised in the standalone financial instruments
approximate their fair values.

The carrying amounts and fair values of financial instruments by class are as follows:

Carrying value /Fair value

Particulars Note As at As at
31st March , 31st March , 2023
2024
Non-Current Assets
Financial Assets measured at Fair Value
Investments measured at - -
Fair Value through Profit & Loss Account
- Other Investments - Quoted Shares - -

Fair Value through Other Comprehensive Income

- Other Investments - Unquoted Shares 3 5,663.78 7,697.08

Fair Value through Other Comprehensive Income

- Other Investments - Unquoted Mutual Fund 3 158.50 118.94

Financial Assets measured at Amortised Cost

- Other non current assets 4 36.24 36.24

Current Assets
Financial Assets measured at Amortised Cost
- Trade Receivables 5 38.71 44.57
- Cash and Cash Equivalents 6 189.67 78.08
- Loans 7 1,430.00 692.00

Non-Current Liabilities
Financial Liabilities measured at Amortised Cost
- Other financial liabilities 12 30.00 30.00

Current Liabilities
Financial Liabilities measured at Amortised Cost
- Trade Payables 15
-total outstanding dues of micro enterprises and small
enterprises; and 15.1 - -
-total outstanding dues of creditors other than micro enterprises 28.17 31.66
and small enterprises 15.2
- Other Financial Liabilities 16 1.20 1.22

B Fair Value Hierarchy

The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the inputs used in the
valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: Quoted prices for identical instruments in an active market;
• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
• Level 3: Inputs which are not based on observable market data.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024
(All amounts in Indian ₹ Lakhs, unless otherwise stated)

For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations by category is summarized below:

As at March 31, 2024 Level 1 Level 2 Level 3 Total

Assets at Fair Value

- Investments measured at
i) Fair Value through OCI - 5,822.28 - 5,822.28
ii) Fair Value through Profit or Loss - - - -

As at March 31, 2023

Assets at Fair Value
- Investments measured at
i) Fair Value through OCI - 7,816.02 - 7,816.02
ii) Fair Value through Profit or Loss - - - -

30 The maximum exposure to Credit Risk for Trade Receivables by geographic region was as follows:

Particulars 31st March, 31st March, 2023

2024
Domestic 38.71 44.57

Age of Receivables

Particulars 31st March, 31st March, 2023

2024

within credit period 38.71 44.57

upto 6 months - -
more than 6 months - -
Total 38.71 44.57

Exposure to Liquidity Risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated
interest payments and exclude the impact of netting agreements.

31st March 2024 Contratual Cash Flows

Carrying Amount Less than 1 1 - 5 Years More than 5 Years Total
Year

Non-Derivative Financial Liabilities

Trade payables- total outstanding dues of creditors other than micro 28.17 28.17 - - 28.17
enterprises and small enterprises

Other Financial Liabilities 31.20 1.20 30.00 - 31.20

31st March 2023 Contractual Cash Flows

Carrying Amount Less than 1 1 - 5 Years More than 5 Years Total
Year

Non-Derivative Financial Liabilities

Trade payables- total outstanding dues of creditors other than micro 31.66 31.66 - - 31.66
enterprises and small enterprises

Other Financial Liabilities 31.22 1.22 30.00 - 31.22

The Company's Interest Rate risk arises from borrowings obligations. Borrowings issued exposes to fair value interest rate risk. The Interest rate profile of the
Company's interest-bearing financial instruments as reported by the management of the Company is as follows :-

Fixed Rate Borrowings 31st March 31st March

2024 2023

Current Borrowings - Unsecured - -

Total - -
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

31 SEGMENTAL INFORMATION

The company primarily operates in 2 segments. The bifurcation of segment wise operating revenue is as per details below: -

REVENUE 2023-24 2022-23

Rs. Rs.
- From Financing Activities 56.99 43.50
- From Rental from Immovable Properties 397.11 386.85

The Board of Directors of the Company, which has been identified as being the Chief Operational Decision Maker (CODM), evaluates the company’s performance. It is
also responsible to allocate the resources based on analysis of various performance indicators. The CODM reviews segmental performance based on revenue only as
such other details are not presented.

All operations of Company are in India, as such there is one single geographical segment.

Revenue from major customers

The company has earned its Interest income from 2 external customers Rs. 44.42 Lakhs and Rs. 12.58 Lakhs respectively from 2 such customers during 23-24 and
entire interst of Rs.43.49 Lakhs from one customers during 22-23 in financing activities segment.

The company has earned its rental income from 3 external customers Rs. 146.63 Lakhs, Rs. 93.54 Lakhs and Rs. 156.93 Lakhs respectively from 3 such customers
during 23-24 and Rs.50.99 Lakhs, Rs. 87.91 Lakhs and Rs. 147.96 Lakhs respectively from 3 such customers during 22-23 all being more than 10% of the company’s
revenue. The company is reliant on revenues from transactions from such external customer(s).

32 Commitments and contingencies

Capital commitments

The Company has contractually committed (net of advances) Nil and Nil as at March 31, 2024 and 2023, respectively, for purchase of property, plant and equipment.

Contingencies Nil

Guarantees and letter of comfort Nil

SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

33 Additional regulatory information

i Disclosure of ratios

Particulars Numerator March 31, March 31, 2023 % change Reason for change
Denominato 2024 more than 25%
r

Current ratio Current Assets Current 31.13 16.57 -46.77% The reason for
Liabilities decrease in the ratio
is on account of lower
cash and cash
equivalent on Balance
sheet date, however
the ratios draws
comfort due lower
current debt
repayments.

Debt-equity ratio Total Debt - - - NA

Shareholder’s
Equity
Debt service coverage ratio Earnings for debt service Debt service - - - NA
= Net profit after taxes + = Interest &
Non-cash operating Lease
expenses Payments +
Principal
Repayments
Return on equity ratio Net Profits after taxes – Average 7.54% 0.44% -94.14% increae in Revenue
Preference Dividend Shareholder’s and Profit in the
Equity current year

Inventory turnover ratio Cost of goods sold Average - - - NA

Inventory

Trade receivables turnover ratio Net credit sales = Gross Average - - - NA

credit sales - sales return Trade
Receivable

Trade payable turnover ratio Net credit purchases = Average - - - NA

Gross credit purchases - Trade
purchase return Payables

Net capital turnover ratio Net sales = Total sales - Working 0.28 0.55 96.81%
sales return capital =
Current
assets –
Net profit ratio Net Profit Current
Net sales = 204.51% 13.51% -93.40% Net profit ratio has
Total sales - improved on account
sales return of Increased revenue
and absorption of
overheads and fixed
costs as compared to
previous year.

Return on capital employed Earnings before interest Capital 0.09 0.01 -93.40% The increase in this
and taxes Employed = ratio is on account of
Tangible Net better EBIT
Worth +
Total Debt +
Deferred Tax
Retun on investment Interest (Finance Investment - - - NA
Income)
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

ii The Company have not traded or invested in crypto currency or virtual currency during the financial year.

iii The Company do not have any transactions with companies struck off.

iv The Company have not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

v The Company have not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

vi The Company have granted loans and advances in the nature of loans to promoters, directors, KMP and other related parties as under:

Current Year Previous Year

Type of Borrower Amount of loan or Percentage Amount of Percentage to the
advance in the nature to the total loan or total Loans and
of loan outstanding Loans and advance in the Advances in the
Advances in nature of loan nature of loans
the nature outstanding
of loans
Promoters - - - -
Directors - - - -
KMPs - - - -
Related Parties 1,430.00 100% 692.00 100%
1,430.00 100% 692.00 100%

vii The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami
property.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

viii The Company have an immovable properties not held in name of the company. Detail of which given below

Relevant line item in the Balance sheet Description of item of Gross Title deeds Whether title deed Property Reason for not
property carrying held in the holder is a held since being held in the
value name of promoter, director which date name of the
or relative# of company
promoter* / director
or employee of
promoter / director

Investment in Property Building 803.80 No title deed No 22.08.2012 Company has

executed executed the Builder
Buyer Agreement with
the builder for
purchase of property
and has also obtained
the physical
possession of the
property. However,
the Sale Deed for the
said property will be
executed at the
earliest in
coordination with the
Builder.

ix Company is not required to submit statement of current assets with the bank and therefore reconcilation of the statement filed by the company with bank and the books of accounts is not
applicable.

x The fair value of investment property is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017

xi The Company has not revalued any item of property, plant and equipment and Intangible Asset

xii The Company does not have any borrowings from banks and financial institutions .

xiii The Company does not have any transaction which is not recorded in the books of accounts that has been subsequently surrendered or disclosed as income during the year as part of the on
going tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

xiv Company has not received any grants and donations.

xv The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority.

xvi The Company has complied with the number of layers prescribed under the Companies Act, 2013.

xvii There are no charges or satisfaction of charge yet to be registered with the Registrar of Companies beyond the Statutory Period.

xviii The Company have not entered into any scheme(s) of arrangements during the financial year.
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

34 Disclosure as per Ind AS 24 'Related Party Disclosures'

1 Subsidiaries
Name of Subsidiary Country % of % of Holding
Holding as as at March
at March 31, 2023
31, 2024

N.A.

2 Key Managerial Personnel (KMP)

Mrs. Preeti Agarwal Managing Director
Mrs. Priyanka Agarwal Whole-time Director
Ms. Jagriti Aggarwal Company Secretary and Compliance Officer (resigned
w.e.f. 30 May, 2023)
Ms. Jyoti Sabharwal Chief Financial Officer
Ms. Pooja Company Secretary and Compliance Officer (appointed
w.e.f. 11th August 2023)

3 Directors
Mr. Manohar Lal Agarwal Non-Executive Non Independent Director
Mr. Ganesh Dass Aggarwal Non-Executive Independent Director
Mr. Ratnesh Kumar Non-Executive Independent Director

4 Relatives/Close members of Key Managerial Personnel who may be expected to influence, or be influenced by, that individual in
his/her dealings
1 Mr. Anand Agarwal Spouse of KMP
2 Mr. Ashish Agarwal Spouse of KMP
3 Mr. Pankkaj Agarwal Son of Director
4 Mr. Amit Aggarwal Son of Director
5 Mr. Madhu Sudan Agarwal Brother of Director
6 Mrs. Sumitra Agarwal Spouse of Director

5 Entities over which Key management personnel are able to exercise significant influence
1 Haldiram Snacks Private Limited 29 3 Brothers Agri Export Private Limited
2 Haldiram Manufacturing Company Private Limited 30 MD Fresh Veg Private Limited
3 Haldiram Marketing Private Limited 31 Haldiram Food International Private Limited
4 Haldiram Products Private Limited 32 Haldiram Snacks Manufacturing Private Limited
5 Haldiram India Private Limited 33 Simplehealthy Foods Private Limited
6 Haldiram Ethnic Foods Private Limited 34 Ethnic Food Manufacturing Private Limited
7 Bright Agrotech Private Limited 35 Futurelife Foods Private Limited
8 M. R. Equipment & Warehousing Private Limited 36 Haldiram Snacks Food Private Limited
9 HR Snacks Private Limited 37 Virji Nutrich Private Limited
10 HR Bakers Private Limited 38 Kushalta Bakes Private Limited
11 Aakash Global Foods Private Limited 39 Sindoor Fabrics Private Limited
12 Haldiram Overseas Limited (UK) 40 Anandam Snacks and Beverages International Private Limited
13 Chelwood Apartments Limited (UK) 41 M/s Haldiram Educational Society
14 Travhos Experiences Private Limited 42 M/s Haldiram Charitable Society
15 Haldiram Retail Private Limited 43 M/s Shubh Laxmi Trust
16 Prarthnamart Retails Private Limited 44 M/s Radhe Krishna Trust
17 Pragati Snacks Private Limited 45 M/s Annapurna Trust
18 Babaji Snacks Private Limited 46 M/s Manohar Lal Agarwal Family Trust
19 Dreamcann Foods Private Limited 47 M/s Anand Agarwal Family Trust
20 Sukanya Holding Limited (UK) 48 M/s Pankaj Agarwal Family Trust
21 S. M. Food Engineering Private Limited 49 M/s Amit Agarwal Family Trust
22 Atop Food Products Private Limited 50 M/s Madhu Sudan Agarwal Family Trust
23 Ankita Agro Food Processing Private Limited 51 M/s Ashish Agarwal Family Trust
24 Chandigarh Sweets Limited 52 M/s Umesh Agarwal Family Trust
25 HR Recycling Private Limited 53 ARA Agarwal Family Offices LLP
26 Haryana Steel and Alloys Limited
27 S M Exploration Private Limited
28 Jardine Farms Private Limited
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

6 Entities over which Company has significant influence (Associate Company u/s 2 (6))

Company have no associates as on 31.03.2024.

Particulars Entities over which Key Associates Relatives of Key Total

Key management Managerial Company Managerial Person
personnel are able to Personnel
exercise significant
influence

Transaction during the year

Rent Received 397.10 - - - 397.10
(386.86) - - - (386.86)
Interest Received 44.42 - - - 44.42
(43.50) - - - (43.50)
Loan Granted 173.00 - - - 173.00
(195.00) - - - (195.00)
Loan Refund (Received) 865.00 - - - 865.00
(40.00) - - - (40.00)
Remuneration - 178.51 - - 178.51
- (179.59) - - (179.59)
Leave encashment - 7.27 - - 7.27
- (7.00) - - (7.00)
Expenses/ Reimbursement of expenses paid 0.04 - - - 0.04
(0.04) - - - (0.04)
Closing Balance as on 31st March, 2024

Loan Granted - - - - -
(692.00) - - - (692.00)
Rent Receivable 39.18 - - - 39.18
(47.42) - - - (47.42)
Other Payable 0.49 7.87 - - 8.36
(8.33) (9.85) - - (18.18)

(Note: Figures in Brackets are pertaining to previous year)

Information regarding the Significant transaction /Balance

(Generally in excess of 10% of the total transaction value of same type)
Particulars 31.03.2023
31.03.2024 (In. Lakhs)
(In Lakhs)
Rent Received
Haldiram Manufacturing Co. Pvt Ltd 156.93 150.99
Haldiram Ethnic Foods Pvt Ltd 146.63 147.96
Haldiram Products Pvt Ltd 93.54 87.91
Interest Received
Haldiram Snacks Pvt. Ltd 44.42 43.50
Chndigarh Sweets Limited 12.58 -
Loan Granted
Haldiram Snacks Pvt Ltd 173.00 195.00
Chndigarh Sweets Limited 1,430.00 -
Loan Refund (Received)
Haldiram Snacks Pvt Ltd 865.00 40.00

Expenses Paid/ Reimbursement

Haldiram Marketing Pvt Ltd 0.04 0.04

Remuneration
Preeti Agarwal 84.00 84.00
Priyanka Agarwal 84.00 84.00
Pooja 3.63 -
Jagriti Aggarwal 1.06 6.48
Jyoti Sabharwal 5.82 5.11

Leave Encashment
Preeti Agarwal 3.50 3.50
Priyanka Agarwal 3.50 3.50
Jagriti Aggarwal 0.27 -
SURYA INDIA LIMITED
Regd. Office: B-1/F-12, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044
CIN: L74899DL1985PLC019991; Tel.: +91 11 45204115; Fax: +91 11 28898016
Email: cs@haldiram.com; website: www.suryaindialtd.com
Notes on Financial Statement for the Year ended on 31st March, 2024

(All amounts in Indian ₹ Lakhs, unless otherwise stated)

Particulars 31.03.2023
31.03.2024 (In Lakhs)
(In Lakhs)

Closing Balance
Loan Granted
Haldiram Snacks Pvt. Ltd - 692.00
Chndigarh Sweets Limited 1,430.00 -

Rent Receivable (net of Payable)

Haldiram Ethnic Foods Pvt Ltd 14.98 23.72
Haldiram Manufacturing Co Pvt Ltd 14.51 15.04
Haldiram Products Pvt Ltd 9.69 8.66

Others Payable
Preeti Agarwal 3.48 4.71
Priyanka Agarwal 3.48 4.71
Jyoti Sabharwal 0.49 0.43
Pooja 0.42 -
Jagriti Aggarwal - 0.54

Haldiram Manufacturing Co.Pvt.Ltd. 0.46 0.88

Haldiram Marketing Pvt Ltd 0.03 0.02
Haldiram Snacks Pvr.Ltd. - 5.46
Haldiram Ethnic Foods Pvt Ltd - 1.97

For & on behalf of the Board of Directors

In terms of our Audit Report Attached

For P. R. KUMAR & CO. (PREETI AGARWAL) (PRIYANKA AGARWAL)
Chartered Accountants Managing Director Whole-time Director
Firm Reg. No.: 003186N DIN: 00011450 DIN: 01989753
Address:J- 15, Hauz Address:J-15, Hauz Khas Enclave,
Khas Enclave, New Delhi-110016
New Delhi- 110016

(DEEPAK SRIVASTAVA)
Partner (JYOTI SABHARWAL) (POOJA)
M. No.: 501615 Chief Financial Officer Company Secretary and Compliance Officer
PAN: EMIPS2403B M. No.: A67011
Address: L- 22, Naveen Address: RC -3, Sarojini Nagar, New Delhi -110023
Shahdara,
East Delhi- 110032

Place : New Delhi

Date : 26th May, 2024