Suraj Industries Ltd Board of Directors addressed regulatory compliance matters during their meeting on December 17, 2025, specifically concerning a fine imposed by BSE Limited under SEBI LODR Regulations. The board discussed a BSE fine of ₹11,800.00 for alleged non-compliance with SEBI LODR Regulations 29, while maintaining that no actual violation occurred in Rights Issue Committee meeting notifications.

BSE Fine Details and Background

The fine imposed by BSE Limited pertains to alleged non-compliance with Regulations 29(2) and 29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The regulatory action stems from BSE's communication dated November 14, 2025, following their review process.

The specific allegation involves delayed furnishing of prior intimation for the Rights Issue Committee meeting held on October 7, 2025. However, the company maintains that proper procedures were followed throughout the process.

Company's Defense and Timeline

Suraj Industries submitted a detailed response to BSE Limited on November 15, 2025, clarifying their position on the alleged non-compliance. The company argues that their October 6, 2025 intimation formed part of a continuous and connected sequence of disclosures.

The timeline of events includes:

• September 17, 2025: Initial intimation for Rights Issue Committee meeting scheduled for September 22, 2025
• September 22, 2025: Rescheduling intimation due to non-receipt of in-principle approval
• October 6, 2025: Intimation issued upon receipt of in-principle approval
• October 7, 2025: Rights Issue Committee meeting held

The company emphasizes that their October 6, 2025 intimation was issued in strict conformity with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025, which stipulates that the second Board Meeting in a Rights Issue shall be convened on the next working day following receipt of in-principle approval.

Board's Position and Actions

The Board of Directors categorically denied the alleged non-compliance while taking precautionary measures to avoid further regulatory action. Despite maintaining their position of no violation, the board decided to remit the fine amount to prevent any additional actions by BSE Limited.

The company filed an application seeking waiver of the fine on November 26, 2025, requesting an opportunity to be heard. This application remains under BSE's consideration, with the company awaiting further communication.

Board Comments and Compliance Commitment

The Board affirmed that Suraj Industries has consistently acted in good faith compliance with all applicable regulatory requirements. They emphasized their commitment to adhering to SEBI LODR Regulations in both letter and spirit, maintaining that no instance of non-compliance occurred based on the facts and continuous sequence of disclosures made.

The board's statement reinforces their dedication to maintaining the highest standards of corporate governance and compliance. They assured stakeholders of their continued commitment to ensuring timely, accurate, and proper disclosures in a transparent and diligent manner, demonstrating the company's proactive approach to regulatory compliance despite the current dispute.

Suraj Industries Ltd has successfully completed a significant acquisition, strengthening its position in the chemicals and fertilizers sector. The company has acquired 41,05,120 equity shares of Carya Chemicals & Fertilizers Private Limited (CARYA) from Sarth Agbev and Energy Private Limited, as per a recent corporate filing.

Transaction Details

The acquisition, which aligns with Suraj Industries' growth strategy, was executed at a price of Rs. 12.60 per share, amounting to a total consideration of Rs. 5,17,24,512. This strategic move has substantially increased Suraj Industries' ownership in CARYA.

Shareholding Impact

Following this transaction, Suraj Industries' stake in CARYA has seen a notable increase. The company's shareholding in CARYA now stands at 95.44% of its paid-up equity share capital, signifying a controlling interest in the entity.

Transaction Overview

Regulatory Compliance

The company has duly informed the BSE Limited about this development, adhering to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This announcement follows previous intimations made by the company on July 28, August 26, and September 16, indicating a phased approach to this acquisition.

This strategic move by Suraj Industries appears to be part of a broader corporate strategy, potentially aimed at consolidating its position in the chemicals and fertilizers market. The significant increase in ownership of CARYA could provide Suraj Industries with greater control over operations and decision-making processes, potentially leading to improved synergies and operational efficiencies.