Starlite Components Ltd Directors Report

TO

THE MEMBERS,

STARLITE COMPONENTS LIMITED

The Resolution Professional has pleasure in presenting the 35th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year beginning from 1st April, 2025 and ended on 31st March, 2026.

Starlite Components Limited underwent Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 ("IBC"), pursuant to the Order passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, with effect from 29th January, 2020. Pursuant to its Order dated 14th March, 2024, the Honble NCLT, Mumbai Bench approved the Resolution Plan of the Company, upon which the CIRP of the Company stood concluded. Thereafter, the affairs of the Company were managed and the implementation of the Resolution Plan was supervised by the Monitoring Committee constituted as per the terms of the Approved Resolution Plan.

At its Closing Meeting held on 12th February, 2025, the Monitoring Committee reconstituted the Board of Directors of the Company ("Reconstituted Board") and stood dissolved upon conclusion of the said Meeting. Consequently, the powers of the Board of Directors, which stood vested with and were being exercised by the Monitoring Committee, now stand restored to and are being exercised by the Reconstituted Board of the Company.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the Financial year ended on 31st March 2026 is summarized below:

PARTICULARS	CURRENT YEAR (2025-26)	PREVIOUS YEAR (2024-25)
Revenue from operations	186.32	475.43
Other income	1.42	1.34
Total Income	187.74	476.77
Finance expenses	0.09	0.06
Depreciation	2.22	2.26
Total Expenses	201.83	481.76
Profit/(Loss) Before Tax	-14.09	-4.99
Exceptional Items (Effects of Implementation of Resolution Plan)	6.42
Profit/(Loss) Before Tax	-7.66	-4.99
Less: Current Tax	-	-
Less: Deferred Tax Liability	-0.58	0.60
Profit/(Loss) after Tax	-7.09	-5.59

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During year under Review, the Companys revenue declined sharply on account of tightened market conditions, which impacted overall business performance during the year. As a result, the Company recorded a loss before tax and closed the year with a net loss after tax. Despite these challenges, the Company remains focused on reviving its turnover and stabilizing operations, and continues to take necessary steps to strengthen its business going forward.

DIVIDEND:

In order to conserve resources for operational purposes and for further expansion of the business, your Directors have not recommended any dividend on the equity shares for the year under review.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review. The Company continued to carry on its existing business operations, and the Board did not undertake any diversification or alteration in the core business activities of the Company during the financial year.

CHANGES IN SHARE CAPITAL:

At present the securities of the Company are listed on BSE Limited and the Shares of the Company were placed in Z category by BSE Limited.

During the year under review, the Authorized Share Capital of the Company was 1,80,00,000 Equity Shares of Rs.10/- each amounting to Rs.18,00,00, 000/-.Subscribed, Issued and Paid up Capital of the Company was 1,71,00,000 Equity Shares of Rs.10/- amounting to Rs.17,10,00,000/-.

There was no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company during the financial year under review. As per the terms of the Approved Resolution Plan, the existing share capital of the Company is proposed to be reduced, and fresh equity shares are proposed to be issued to the Resolution Applicant and other allottees, upon implementation of the Plan. Since the Interlocutory Application seeking modification of the Approved Resolution Plan is pending before the Honble NCLT, Mumbai Bench, the aforesaid reduction and issuance of share capital could not be given effect to during the year under review.

DEPOSITS:

The company has not accepted any Deposits under Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Neither, any deposit of previous years is unpaid or unclaimed during the financial year.

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 have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year (i.e. 31st March, 2026) and the date of this Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Pursuant to the order dated 14th March, 2024 passed by the Honble National Company Law Tribunal, Mumbai Bench, the Resolution Plan submitted by Solar Copyer Limited (Resolution Applicant) was approved under Section 31 of the Insolvency and Bankruptcy Code, 2016, resulting in conclusion of the CIRP of the Company. Further, in view of the amendment introduced by SEBI vide notification dated 18th June, 2021 to Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957, the Company has filed an Interlocutory Application before the Honble NCLT, Mumbai Bench, seeking modification of the Approved Resolution Plan to ensure compliance with the minimum public shareholding norms and to enable re-listing and trading of its shares on BSE. The said application is currently pending before the Honble NCLT, Mumbai Bench. Except as stated above, no other significant or material order has been passed by any regulator, court or tribunal during the year, impacting the going concern status of the Company and its operations in future.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The company has not any joint ventures/ wholly-owned subsidiaries. However, the Company has Associate Named as Solar Copyer Limited (CIN:U21098MP1976PLC001379) is the parent company holds 28.71% shares in the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, every company shall place a copy of the annual return on the website of the Company, if any, and the web-

link of such annual return shall be disclosed in the Boards Report. Since, your Company is not required to maintain a website therefore there is no need to place/publish the same.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	NIL
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL

b) Technology Absorption:

Efforts made for technology absorption	NIL
Benefits derived	NIL
Expenditure on Research &Development, if any	NIL
Details of technology imported, if any	NIL
Year of import	NIL
Whether imported technology fully absorbed	NIL
Areas where absorption of imported technology has not taken place, if any	NIL

c) Foreign Exchange Earnings/ Outgo:

INR.

Earnings	0.00
Outgo	0.00

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the period under review, the company has not made any related party transactions with related parties as per Accounting Standard -18 and sub-section (1) of section 188 of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

The Company does not have a formal written Risk Management Policy. During the year under review, the affairs of the Company continued to be managed under the framework of

the Approved Resolution Plan, with the Reconstituted Board overseeing operations following dissolution of the Monitoring Committee on 12th February, 2025. The Board keeps a close watch on the risks associated with the business of the Company, including those relating to implementation of the Approved Resolution Plan, pendency of the Interlocutory Application before the Honble NCLT, Mumbai Bench, and the material uncertainty relating to going concern as highlighted by the Statutory Auditors in their Report. The Board continues to monitor these matters closely and takes appropriate steps, as may be required, to safeguard the interests of the Company and its stakeholders.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

The details of Directors, Key Managerial Personnel of the Company as at 31st March, 2026 are as follows:

Sr. No.	Name of Director	DIN	Date of Appointment
1.	Mahesh Bhagwandas Bakliwal	00173691	26/12/2024
2.	Prabhu Shankarappa Biradar	08871166	26/12/2024
3.	Mohit Gurnani	10231994	26/12/2024
4.	Simoli Kalpesh Raval	10350999	26/12/2024

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors of Company have confirmed and declared that they are not disqualified to act as Directors and fulfill the conditions and possess necessary qualifications as applicable to Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules issued thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013:

The Company has not granted any loans or given guarantees - directly or indirectly to directors or any other person in whom directors are interested in contravention of Section 185 of the Companies Act, 2013. Accordingly, compliance under Section 185 and 186 of the Act in respect of providing securities is not applicable to the Company.

MANAGERIAL REMUNERATION:

No Managerial Remuneration is required to be disclosed in Boards Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

The Members of the Company at their 31st AGM held on September 26, 2022 have approved the appointment of M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W) as the Statutory Auditor of the Company for a period of 5(Five) consecutive year from the conclusion of the 31st AGM till the conclusion of 36th AGM of the company on such remuneration as may be mutually agreed by the Board and the Auditor.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of the appointment of Auditors, who were appointed in the Annual General Meeting, held on.

M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W), were appointed as the Statutory Auditors of the company in the 31st Annual General Meeting of the Company to hold the office upto the conclusion of 36th Annual General Meeting.

The Auditors Report for FY 2025-26 contains certain qualifications, which are self- explanatory and stand explained in the notes to the financial statements forming part of this Annual Report

EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT:

The qualifications, reservations and observations made by the Statutory Auditors in their Report for FY 2025-26 are consequential to the ongoing implementation of the Approved Resolution Plan, including pendency of the Interlocutory Application before the Honble NCLT, Mumbai Bench, and are self-explanatory, being duly explained in the relevant notes to the financial statements. The Board does not have any further comments to offer in this regard.

SECRETARIAL AUDITORS:

The provisions of Section 204 of the Companies Act, 2013 are applicable to the Company. The Board of Directors had appointed M/s. Anirudh Kumar Tanwar, Practising Company Secretary, as the Secretarial Auditor of the Company, to conduct the Secretarial Audit of the

Company for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended March 31, 2031 is annexed herewith and marked as Annexure- I to this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There were no frauds reported by auditors under sub-section 12 of Section 143 other than those which are reportable to the Central Government.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES:

No disclosures are required in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The term "Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys 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.

The Auditors have pointed out that 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.

A "Material Weakness" exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk was carried out in respect of the standalone financial statements for the year ended March 31, 2026, and the material weaknesses identified have affected the Auditors opinion on the financial statements of the Company for the said year.

The Management is of the opinion that the Company has adequate Internal Financial Controls in place, but the same needs to be further strengthened.

CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as Annexure II.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures, except to the extent stated in the notes to the financial statements and the qualifications made by the Statutory Auditors in their Report;

(b) 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 fair view of the state of affairs of the Company as at March 31, 2026 and of the loss of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis, subject to the material uncertainty relating to going concern as explained in the Auditors Report;

(e) 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, subject to the material weaknesses reported by the Statutory Auditors in their Report; and

(f) 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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:

As per the criteria mentioned in sub-section 1 of Section 135 of Companies Act, 2013, the Company is not required to constitute CSR committee. Also, provisions relating to formulation of CSR (Corporate Social Responsibility) Policy are not applicable to the Companies

COMPOSITION OF THE AUDIT OF COMMITTEE

The Company falls within the provisions of Section 177 of the Companies Act, 2013, and accordingly, the constitution of an Audit Committee is applicable to the Company. In compliance with the said requirement, the Company has constituted an Audit Committee comprising the following Directors:

Sr No	DIN	Name of Committee members	Category 1of directors	Category 2 of directors
1	08871166	Prabhu Shankarappa Biradar	Executive Director	Member
2	00173691	Mahesh Bhagwandas Bakliwal	Non-Executive Independent Director	Chairperson
3	10231994	Mohit Gurnani	Non-Executive Independent Director	Member

The Audit Committee has a regular Chairperson, and the terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Company falls within the provisions of Section 178 of the Companies Act, 2013, and accordingly, the constitution of a Nomination and Remuneration Committee is applicable to the Company. In compliance with the said requirement, the Company has constituted a Nomination and Remuneration Committee comprising the following Directors:

Sr No	DIN	Name of Committee members	Category 1of directors	Category 2 of directors
1	08871166	Prabhu Shankarappa Biradar	Executive Director	Member
2	00173691	Mahesh Bhagwandas Bakliwal	Non-Executive Independent Director	Chairperson
3	10231994	Mohit Gurnani	Non-Executive Independent Director	Member

The Nomination And Remuneration Committee Has a Regular Chairperson, And The Terms Of Reference Of The Committee Are In Accordance with the Provisions Of Section 178 Of The Companies Act, 2013 And The Applicable Provisions Of The Sebi (Listing Obligations And Disclosure Requirements] Regulations, 2015.

COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE

The Company falls within the provisions of Section 178 of the Companies Act, 2013, and accordingly, the constitution of a Stakeholders Relationship Committee is applicable to the Company. In compliance with the said requirement, the Company has constituted a Stakeholders Relationship Committee comprising the following Directors:

Sr No	DIN	Name of Committee members	Category 1of directors	Category 2 of directors
1	08871166	Prabhu Shankarappa Biradar	Executive Director	Member
2	00173691	Mahesh Bhagwandas Bakliwal	Non-Executive Independent Director	Chairperson
3	10231994	Mohit Gurnani	Non-Executive Independent Director	Member

The Nomination and Remuneration Committee has a regular Chairperson, and the terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company fall in the provisions of Section 177(9) & (10) of Companies Act, 2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower policy is applicable on the Company. However, the company has established vigil mechanism.

DISCLOSURES UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under ?the sexual harassment of women at workplace (prevention, prohibition and redressal] act, 2013. The company has in place an anti-sexual harassment policy in line with the requirements of sexual harassment of women at workplace (prevention, prohibition and redressal) act 2013. An internal committee has been setup to redress the complaints received regarding sexual harassment at work place. The following is the summary of sexual harassment complaints received and disposed of during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed of: Nil

DEMATERIALIZATION OF SHARES:

Shareholders are requested to convert their physical holding to demat /electronic form through any of the depository participants to avoid any possibility of loss, mutilation etc. Of physical share certificates and also to ensure safe and speedy transaction insecurities.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

No voluntary revision of Financial Statements or Boards report is needed. ACKNOWLEDGEMENT:

Your company takes this opportunity to thank all the shareholders of the company for their continued support. Resolution professional wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.

For Starlite Components Limited

Sd/-

Mr. Prabhu Shankarappa Biradar,

Director