Surya Roshni Ltd

Surya Roshni Limited – Closure of trading window from 1 October 2026; will reopen 48 hours after the unaudited results for the quarter/half year ended 30 September 2026 are announced.

AGM details

• AGM held 15 September 2026 at 12:00 IST via VC/OAVM.
• Record date for voting: 8 September 2026.
• Remote e-voting 10–14 September 2026; e-voting during AGM available.

Key resolutions

• Item 1: Ordinary — adoption of standalone financial statements for FY 2025-26.
• Item 2: Ordinary — adoption of audited consolidated financial statements for FY 2025-26.
• Item 3: Ordinary — final dividend of ₹2.50 per equity share.
• Item 4: Ordinary — re-appointment of Kaustubh Narsinb Karmarknr as director (retiring by rotation).
• Item 5: Special — creation of mortgage/charge on assets for working capital facilities.
• Item 6: Ordinary — ratification of remuneration to Cost Auditors for 2026-27.
• Item 7: Special — re-appointment of Jai Prakash Agarwal as Whole-time Director.
• Item 8: Special — re-appointment of Vinay Surya as Managing Director.

Voting results

• Item 1: Passed with majority; ~99.999% in favour.
• Item 2: Passed with majority; ~99.9995% in favour.
• Item 3: Passed; ~99.9995% in favour.
• Item 4: Passed; 97.04% in favour, 2.96% against.
• Item 5: Passed; ~99.9995% in favour.
• Item 6: Passed; ~99.9995% in favour.
• Item 7: Passed; 95.96% in favour, 4.04% against.
• Item 8: Passed; 96.83% in favour, 3.16% against.

Dividend

• Final dividend of ₹2.50 per equity share approved.

Directors

• Kaustubh Narsinb Karmarknr reappointed as director (retiring by rotation).
• Jai Prakash Agarwal reappointed as Whole-time Director.
• Vinay Surya reappointed as Managing Director.

Auditors

• Remuneration for Cost Auditors ratified for FY 2026-27.

AGM details

• 53rd AGM held on September 15, 2026 at 12:00 Noon via VC/OAVM.

Chair and quorum

• Chair: Sunil Sikka, Independent Director.
• Quorum declared; meeting properly constituted.

Attendees

• Present directors include Sunil Sikka, Raju Bista, Vinay Surya, Suruchi Aggarwal, Puja Sura, T. G. Keswani.
• Independent directors in attendance: Ravinder Kumar Jaggi and Ravi Kant Gupta.
• Some directors unable to join due to pre-occupations.

Secretarial/ESOP matter

• Certificate from Secretarial Auditor of the ESOP Scheme accessible on the company website.

Dematerialisation status

• Dematerialisation requests processed; certificates mutilated and cancelled; depository registered owner substituted within timeline.
• Annexure lists dematerialised shares.

AGM details

• 53rd AGM scheduled for 15 September 2026 via video conference.
• Annual Report 2025-26 and AGM notice dispatched by email to registered shareholders.
• Web-links provided for AR and AGM notice on company and exchange websites.
• Cut-off date for email registration was 14 August 2026.
• Record date for final dividend is 21 August 2026.
• Remote e-voting starts 10 September 2026 at 9:00 am IST; ends 14 September 2026 at 5:00 pm IST.
• Dividend payment date within 30 days of AGM.
• TDS exemption forms submission deadline: 28 August 2026.
• Address and KYC updates advised via DP or RTA registration.

AR/Notice access

• AR 2025-26 and AGM notice accessible via company and exchange websites.

Overview

• Standalone BRSR for FY2025-26 forms part of the 53rd Annual Report.
• Core business: ERW GI steel pipes and lighting products across six plants, one corporate office, 30 branches.
• Largest ERW GI pipes manufacturer and leading lighting producer in India; exports to 50+ countries.
• Reporting boundary: standalone basis.

Key ESG Risks & Opportunities

• Brand risk from product quality; mitigated by improved offerings and timely grievance resolution.
• Energy cost/regulatory risk; mitigated by energy conservation, equipment upgrades, and ISO standards.
• Human rights governance risk; mitigated by formal HR policy, due diligence, and supply-chain safeguards.
• Board diversity/independence risk; mitigated by a Board Diversity Policy and transparent nominations.
• Opportunity: energy efficiency and renewables reduce costs and strengthen resilience.
• Opportunity: sustainable sourcing; 85% inputs sustainably sourced, 15.25% from MSMEs, 93.98% domestic.
• Opportunity: EPR compliance and plastic/e-waste recycling; improved waste management.
• LCA/Scope 3 monitoring referenced as an area for future focus.

Governance & Policy Highlights

• Risk Management Committee oversees ESG, IT/cyber, and business-continuity risk management.
• Director-HR is the highest authority for implementing the BRSR.
• Policies cover anti-bribery, whistleblower, human rights, equal opportunity, and code of conduct.
• Vigil mechanism and 100% policy coverage extended to value chain.
• Independent review of policies by CareEdge Analytics; compliance monitored quarterly.
• Penalty: ₹7.20 lakh fine by stock exchanges for delayed director composition (no appeal).
• Board Diversity Policy adopted; policies translated into procedures and web-accessible.

Social Responsibility & Workforce

• Total workforce: 2,629 employees (2,156 permanent; 473 other); 6,273 workers.
• Gender: 1.1% of employees and 10.6% of workers are female.
• LTIFR: 0.10; total injuries: 1; fatalities: 0; high-consequence injuries: 1.
• Benefits include health/accident insurance and day-care; zero-tolerance for harassment.
• Training: 343 programs for employees; 201 for workers; 100% coverage.
• No employee associations; freedom of association recognized; Grievance Redressal mechanisms in place.

Environmental Performance

• Total energy: 6,77,293 GJ; renewable share 75,919.72 units; non-renewable 6,01,373.61 GJ.
• GHG emissions: Scope 1 20,591.64 tCO2e; Scope 2 53,021.43 tCO2e; total 73,613 tCO2e.
• Energy intensity: 0.00000098 GJ per turnover; water intensity: 0.00000551.
• Water withdrawal: groundwater 133,734.62 KL; third-party 294,729 KL; total 428,463.62 KL.
• Zero Liquid Discharge (ZLD) implemented; STP/ETP reuse across operations; LED adoption.
• Waste: plastic 1,338.25 MT; e-waste 3,292.16 MT; hazardous waste 5,796.93 MT; total 10,427.46 MT.
• Recovered/recycled: plastics 144.59 MT; reused 811.78 MT; other recovery 3,290.06 MT.

Stakeholder Engagement & Complaints

• Key stakeholders: customers, employees, investors, communities; engagement via AGM, meetings, website, CRM.
• Customer grievances: 4,75,240 filed in 2025-26; resolved; no pending at year-end.
• Investors/Shareholders: 8 complaints filed; pending resolution: Nil; engagement ongoing.
• Communities: no reportable concerns; CSR programs ongoing to support local development.
• Inputs from stakeholders inform ESG policy updates and governance reviews.

Other Notable Metrics

• R&D spend: 54.49% of total R&D and capex investments; LED lighting R&D at Noida centre.
• Sustainable sourcing: 85% inputs sourced sustainably; MSMEs 15.25%; 93.98% domestic inputs.
• Value-chain supplier assessments: 40.89% of partners assessed for environmental impacts.
• Data privacy/cybersecurity: Information Security Policy; no data breaches reported.
• Product labeling/compliance: 100% adherence; consumer surveys conducted for feedback.
• Public policy advocacy: board reviews annually to support industry decarbonisation.

Financial highlights

• Revenue from operations: ₹7,540.42 crore (FY2025-26).
• Profit after tax: ₹285.81 crore.
• EPS (basic and diluted): ₹13.13.
• Interim dividend per share: ₹2.50.
• Dividend per share (proposed final): ₹2.50.
• Order book: ₹1,160 crore.

Segment performance

• Lighting & Consumer Durables revenue: ₹1,809.20 crore.
• Steel Pipe & Strips revenue: ₹5,731.22 crore.
• Segment profit before tax: ₹411.42 crore.

Financial Performance

• Consolidated revenue INR 2,046 crore, up 28% YoY
• EBITDA INR 120 crore, up 46% YoY
• PAT INR 60 crore, up 77% YoY
• Net cash INR 155 crore as of 30-Jun-2026; zero debt
• Lighting & Consumer Durables revenue INR 456 crore, up 15% YoY
• Lighting EBITDA INR 36 crore; margin 7.9%

Segment Update

• Lighting revenue INR 456 crore; YoY +15%
• Lighting EBITDA INR 36 crore; YoY +17%
• Steel Pipes & Strips revenue INR 1,590 crore; YoY +32%
• Steel EBITDA INR 84 crore; EBITDA/ton INR 4,006
• Steel capacity utilization 82%; export 20% of volumes
• Steel order book INR 800 crore across segments
• US market exports added; API/spiral mix growing

Balance Sheet & Cash Flow

• Working capital cycle 72 days; ROCE 12.69%; ROE 8.95%
• Net cash INR 154 crore as of 30-Jun-2026; zero debt

Capex & Projects

• Three DFT mills to be commissioned Aug–Dec 2026
• Capacity target ~16 lakh ton in FY27; ~2,000,000 ton by FY28-29
• Annual capacity addition 2–3 lakh tons
• Hindupur expansion: INR 60 crore capex for ~3 lakh tons
• First Hindupur mill to commission January 2027

Guidance & Outlook

• FY27 guidance: 22%–23% value growth; ~25% lighting volume growth
• EBITDA per ton target for FY27: INR 4,600–4,700
• Export share in steel to reach 25% by FY27; US 8–10%
• Total steel exports ~3 lakh tons in FY27; US ~1.2–1.25 lakh tons

Q&A Highlights

• Q1 EBITDA per ton INR 4,006; volume shortfall due to port and Middle East
• Q2 guidance raised to ~2.60–2.65 lakh tons; full year 11 lakh tons
• Ocean freight impact ~INR 3,800 per ton; coating materials ~INR 200 per ton
• Exports to US ~1.2–1.25 lakh tons in FY27; total exports ~3 lakh
• Board to decide on buyback/demerger; no material today to disclose