Suraj Limited has submitted its Annual Secretarial Compliance Report (ASCR) for the financial year ended March 31, 2026, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was prepared by M/s. Hardik Jetani & Associates, Practicing Company Secretaries, based in Ahmedabad, and signed on April 28, 2026. The review covered compliance with the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, and various SEBI regulations including LODR, ICDR, SAST, and Prohibition of Insider Trading Regulations.

Compliance Deviations Identified During FY26

The practicing company secretary identified three instances of non-compliance or deviation during the review period. Two of these attracted monetary fines from stock exchanges, while one resulted in a clarification/show cause notice. The deviations are summarised below:

Details of Individual Deviations and Management Responses

Deviation 1 – PDF Submission of Secretarial Compliance Report (BSE Limited) The company submitted its ASCR in XBRL format on May 23, 2025, within the prescribed timeline; however, the PDF version of the report was not uploaded on the BSE portal. BSE Limited levied a fine of Rs. 61160 including GST for this lapse. The management attributed the omission to an unintentional and inadvertent oversight, clarifying that there was no intention to withhold information or deviate from compliance requirements, and that the filing in XBRL format was completed on time.

Deviation 2 – Standalone Cash Flow Statement (NSE) The company did not submit the Standalone Statement of Cash Flow in PDF format for the year ended March 2025, resulting in a fine of Rs. 81000/- including GST levied by the National Stock Exchange of India Limited. The management stated that the omission occurred due to a technical error during the scanning process and was purely unintentional and procedural in nature, without any intent to withhold material information.

Deviation 3 – Related Party Transaction Disclosure (NSE) The company published its standalone and consolidated financial results for the half year and year ended March 31, 2025, on May 26, 2025. However, the RPT disclosure through Integrated Filing – Financials in XBRL was filed on the following day, May 27, 2025, resulting in a delay. The National Stock Exchange of India Limited issued a clarification/show cause notice. The management cited the new Integrated Filing – Financials in XBRL system being implemented for the first time, the need to familiarise with the new utility, and slow and interrupted internet connectivity as reasons for the delay. The company has submitted its response to the stock exchange.

Broad Compliance Status for FY26

Beyond the noted deviations, the practicing company secretary reported that Suraj Limited maintained satisfactory compliance across key governance and regulatory requirements during the review period. The following table summarises the compliance status:

Scope, Assumptions, and Limitations

The report was conducted in accordance with the Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India (ICSI). The practicing company secretary noted that the review does not constitute an audit or expression of opinion, and that the correctness and appropriateness of financial records and books of account were not verified. The report is solely intended for compliance purposes under Regulation 24A(2) of the SEBI (LODR) Regulations, 2015, and covers statutory compliances pertaining to the financial year ended March 2026. Compliance with applicable laws and the authenticity of documents furnished remain the responsibility of the management of Suraj Limited. The report was signed by Hardik Jetani (M. No.: F13678, CP No.: 22171, PR No.: 4579/2023, UDIN: F013678H000225692) at Ahmedabad on April 28, 2026.

The Board of Directors of Suraj Limited , a manufacturer and exporter of stainless steel seamless pipes, tubes, flanges, and fittings, convened on May 07, 2026, and approved the standalone and consolidated audited financial results for the quarter and year ended March 31, 2026. The meeting commenced at 10.30 a.m. and concluded at 01.00 p.m. The results were reviewed by the Audit Committee prior to board approval, in compliance with Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, on May 08, 2026, the company submitted a newspaper advertisement confirming the board meeting and financial results to BSE Limited and the National Stock Exchange of India Limited, signed by Rashmi Lakhani, Company Secretary & Compliance Officer.

Standalone Financial Performance

On a standalone basis, Suraj Limited reported revenue from operations of Rs. 20,585.08 lakhs for the year ended March 31, 2026, compared to Rs. 23,374.29 lakhs in the previous year. Total income, including other income of Rs. 607.18 lakhs, stood at Rs. 21,192.26 lakhs against Rs. 23,796.85 lakhs in the prior year. The company's net profit after tax (PAT) for the full year was Rs. 725.97 lakhs, compared to Rs. 1,170.67 lakhs in the prior year. Total comprehensive income for the year was Rs. 728.00 lakhs versus Rs. 1,165.00 lakhs in the prior year. For the quarter ended March 31, 2026, standalone revenue from operations was Rs. 4,343.47 lakhs, and PAT stood at Rs. 379.93 lakhs, compared to a loss of Rs. (387.78) lakhs in the corresponding quarter of the previous year.

The standalone balance sheet as at March 31, 2026 reflects total assets of Rs. 22,334.44 lakhs, compared to Rs. 22,001.11 lakhs as at March 31, 2025. Total equity stood at Rs. 13,508.60 lakhs, comprising equity share capital of Rs. 1,836.41 lakhs and other equity of Rs. 11,672.19 lakhs. Current borrowings declined to Rs. 6,030.21 lakhs from Rs. 6,408.03 lakhs in the prior year.

Standalone Cash Flow Highlights

The standalone cash flow statement for the year ended March 31, 2026 shows net cash flow from operating activities of Rs. 1,725.60 lakhs, compared to Rs. (901.20) lakhs in the prior year. Net cash flow used in investing activities stood at Rs. (623.50) lakhs versus Rs. (1,429.34) lakhs previously, reflecting lower capital expenditure of Rs. 950.49 lakhs against Rs. 1,548.72 lakhs in the prior year. Net cash flow used in financing activities was Rs. (1,106.61) lakhs, which included an interim dividend of Rs. (275.46) lakhs and net short-term borrowing repayments of Rs. (377.82) lakhs. The closing balance of cash and cash equivalents stood at Rs. 12.33 lakhs.

Consolidated Financial Performance

On a consolidated basis, which includes the financial results of associate company Suraj Enterprise Private Limited, total income for the year ended March 31, 2026 was Rs. 21,192.26 lakhs against Rs. 23,796.85 lakhs in the prior year. The share of profit from associates for the year was Rs. 21.04 lakhs, compared to Rs. 159.80 lakhs in the previous year. Consolidated PAT for the full year stood at Rs. 747.01 lakhs versus Rs. 1,330.47 lakhs in the prior year.

The consolidated balance sheet as at March 31, 2026 shows total assets of Rs. 22,601.50 lakhs against Rs. 22,247.13 lakhs as at March 31, 2025. Total consolidated equity stood at Rs. 13,775.66 lakhs, with other equity at Rs. 11,939.25 lakhs. The company's operations are limited to a single segment — manufacturing stainless steel seamless pipes, tubes, flanges, and fittings.

Consolidated Cash Flow Highlights

On a consolidated basis, net cash flow from operating activities for the year ended March 31, 2026 was Rs. 1,726.60 lakhs compared to Rs. (901.20) lakhs in the prior year. Net cash flow used in investing activities was Rs. (623.50) lakhs versus Rs. (1,429.34) lakhs previously. Net cash flow used in financing activities amounted to Rs. (1,106.61) lakhs, inclusive of an interim dividend of Rs. (275.46) lakhs. The closing balance of cash and cash equivalents stood at Rs. 12.33 lakhs.

Key Board Decisions and Appointments

Beyond the financial results, the Board approved several significant matters at the May 07, 2026 meeting:

The auditor's report on the standalone and consolidated financial results was issued by Rinkesh Shah & Co., Chartered Accountants (FRN: 129690W), with an unmodified opinion. The auditors noted that figures for the quarter ended March 31, 2026 represent balancing figures between the audited full-year results and the published unaudited year-to-date figures up to the third quarter. The company also confirmed that there were no investor complaints received or pending as on March 31, 2026.