Annual Report for the financial year 2025-26

SURYA ROSHNI LIMITED An IS/ISO 9001, An IS/ISO 14001 & IS: 18001 Company CIN -L31501HR1973PLC007543 Padma Tower-I, Rajendra Place, New Delhi-110 008 Ph.: +91-11-47108000 E-mail: cs@surya.in Website : www.surya.co.in SRL/se/yks/26-27/09 August 19, 2026 The Secretary The Manager (Listing Department) The Stock Exchange, Mumbai The National stock Exchange of India Ltd MUMBAI - 400 001 Mumbai - 400 051 Scrip Code: 500336 NSE Symbol: SURYA ROSNI Dear Madam, Sirs, Sub: Notice of 53rd Annual General Meeting (' AGM') and Annual Report for FY 2025-26 of Surya Roshni Limited (Company) Pursuant to Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Annual Report for the FY 2025-26 and Notice of 53rd AGM oft he Company scheduled to be held on Tuesday, September 15, 2026 at 12.00 noon (1ST) via Video Conference/Other Audio-Visual Means. The Annual Report and AGM Notice are being dispatched electronically to those shareholders whose e-mail addresses are registered with the Company I Registrar and Share Transfer Agent (RTA) I Depositories. Further, a letter is being sent providing the web-link, including the exact path of the Annual Report and AGM Notice, to those Shareholder(s) who have not registered their e-mail addresses. The abovementioned documents are also available on the website of the Company at https ://s urya. co .in. This is for your information and records. Thanking you, Yours faithfully, For Surya Roshni Limited B. B. Singal CFO & Company Secretary Encl.: as above • Regd. Office : Pra~ash Nagar, Sankhol_. Bahadurgarh, Haryana -124507 -- -- - ~-- --- ---- --- NOTICE SURYA ROSHNI LIMITED Regd. Office: Prakash Nagar, Sankhol, Bahadurgarh – 124507 (Haryana) Corporate Identity Number (CIN) – L31501HR1973PLC007543 Phone: +91-1276- 241540 Fax No. +91-1276-241886 Website: www.surya.co.in, Email id: investorgrievances@surya.in Notice is hereby given that the Fifty Third (53rd) Annual Company be and is hereby accorded to the Board of General Meeting of the members of SURYA ROSHNI Directors of the Company or a Committee of Directors LIMITED (“the Company”) will be held on Tuesday, the authorised by the Board in this behalf for creating such 15th day of September 2026 at 12:00 noon, through Video mortgage and / or charge the immovable and movable Conferencing (“VC”)/ Other Audio- Visual Means (“OAVM”), properties of the Company to secure the Working to transact the following business: Capital facilities upto ` 1000 crore (` One Thousand crore only) from time to time, lent and advanced / ORDINARY BUSINESS agreed to be lent and advanced by the lender(s) to 1. To receive, consider and adopt the Audited Standalone the Company, together with interest thereon at the Financial Statements of the Company for the financial respective agreed rates, interest tax, compound year ended 31st March, 2026 and the reports of the interest, additional interest, liquidated damages, commitment charges, premia on prepayment or on Board of Directors and Auditors thereon. redemption, costs, charges, expenses and other 2. To consider and adopt the Audited Consolidated monies payable by the Company to lender(s). Financial Statements of the Company for the financial RESOLVED FURTHER THAT the Board of Directors of year ended 31st March, 2026 and the report of Auditors the Company or a Committee of Directors authorised thereon. by the Board in this behalf be and is hereby authorised 3. To declare final dividend of ₹2.50/- per equity share for to finalise all agreement(s) for creating mortgage and/ the financial year ended 31st March, 2026. or charge as aforesaid and to do all such acts, deeds 4. To appoint Mr. Kaustubh Narsinh Karmarkar (DIN- and matter as may be necessary or expedient for 00288642) who retires by rotation as a Director and, giving effect to the above resolution.” being eligible, offers himself for re-appointment and in 6. To ratify the remuneration payable to Cost Auditors this regard, to consider and if thought fit, to pass, with for the financial year 2026-27. or without modification(s), the following resolution as To consider and, if thought fit, to pass, the following an Ordinary Resolution: resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions “RESOLVED THAT pursuant to the provisions of Section of Section 152 and other applicable provisions of 148 and such other applicable provisions, if any, of the Companies Act, 2013, Mr. Kaustubh Narsinh the Companies Act, 2013 (“the Act”) read with the Karmarkar (DIN-00288642), who retires by rotation at Companies (Audit and Auditors) Rules, 2014 (including this meeting be and is hereby appointed as a Director any statutory modification(s) or any amendment or of the Company.” any substitution or re-enactment thereof for the time being in force), the members of the Company hereby SPECIAL BUSINESS ratify the remuneration of ` 7,50,000 (Rupees Seven 5. Approval for creation of mortgage(s), charge(s), lakhs fifty thousand only) plus applicable taxes and hypothecation(s) and/or other security interest(s) out-of-pocket expenses payable to M/s R J Goel & Co. on the assets of the Company in connection with (a Cost Audit firm FRN:000026), who was appointed working capital facilities pursuant to Section 180(1) by the Board of Directors of the Company as Cost (a) of the Companies Act, 2013 Auditors to conduct the audit of the cost records of To consider and, if thought fit, to pass the following the Company for the financial year 2026-27. resolution as a Special Resolution: RESOLVED FURTHER THAT the Board of Directors of “RESOLVED THAT pursuant to Section 180(1)(a) and the Company or any other person authorised by the other applicable provisions, if any, of the Companies Board, be and are hereby authorised to do all such Act, 2013 read with the Rules made thereunder acts, deeds, matters, things and take all such steps (including any statutory modifications or re-enactment as may be necessary, desirable or expedient to give thereof for the time being in force), the consent of the effect to this resolution.” Notice of the 53rd AGM 1 7. Re-Appointment of Mr. Jai Prakash Agarwal (DIN- 8. Re-Appointment of Mr. Vinay Surya (DIN-00515803) 00041119) as Whole-time Director of the Company as Managing Director of the Company To consider and if thought fit, to pass the following To consider and if thought fit, to pass the following resolution as a Special Resolution: resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and Sections 196, 197, 198 and 203 read with Schedule other applicable provisions, if any, of the Companies V and other applicable provisions, if any, of the Act, 2013 (“the Act”) and the Companies (Appointment Companies Act, 2013 (‘the Act’) and the Companies and Remuneration of Managerial Personnel) Rules, (Appointment and Remuneration of Managerial 2014 and Regulation 17(6)(e) and other applicable Personnel) Rules, 2014 and Regulation 17(6)(e) read provisions, if any, of the Securities and Exchange with other applicable provisions, if any, of the Securities Board of India (Listing Obligations and Disclosure and Exchange Board of India (Listing Obligations Requirements) Regulations, 2015 (“ the Listing and Disclosure Requirements) Regulations, 2015 Regulations”) (including any statutory modification(s) (‘the Listing Regulations’) (including any statutory or re-enactment thereof, for the time being in force) modification(s) or re-enactment thereof, for the time and the Articles of Association of the Company and being in force) and the Articles of Association of the based on the recommendations of the Nomination & Company and based on the recommendation of the Remuneration Committee, and the Board of Directors Nomination & Remuneration Committee and the Board of the Company, subject to such other approva [Showing first 8,000 characters — download PDF for full document]