Suncity Synthetics Ltd Directors Report

Dear Stakeholders,

Your directors take pleasure in presenting the 38^th Board Report of M/s. Suncity Synthetics Limited (the Company) and along with it, the Audited Financial statements for the financial year ended 31^st March, 2026.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ending 31^st March, 2025 are summarized below:

		(Rs. In Lakhs)
PARTICULARS	For the year ended 31st March 2026	For the year ended 31st March 2025
Revenue from operations	75.09	116.93
Other Income	8.34	1.15
Total expenses	118.84	165.54
Profit/(Loss) before Exceptional Item and Tax	(36.41)	(47.46)
Exceptional Item	40.06	(11.45)
Profit / (Loss) Before Tax	3.65	(58.91)
T ax Expenses - Current T ax	-	-
Deferred Tax	-	3.00
Profit / Loss After Tax	3.65	(56.91)

2. STATE OF THE COMPANYS AFFAIRS:

During the Financial year under review, your company has made Revenue by sales of Rs. 75.09 Lakhs as compared to previous year Rs. 116.93 Lakhs resulting in decrease in revenue. The Company has earned through Interest on Income Tax refund and Discount & Sundry A/c w.off of Rs. 8.34 Lakhs as compared to previous year Rs. 1.15 Lakhs resulting in the increase in other Income.

The Profit Before Tax is Rs. 3.65 Lakhs as compared to Loss in previous year of Rs. (11.45) Lakhs.

Your directors are making concentrated efforts to increase the turnover which will generate the more profitability and Companys growth.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is no change in nature of business of the Company during the year.

4. DIVIDEND:

With a view to working capital requirements, your Board of Directors does not recommend any dividend for the year under review.

5. CAPITAL STRUCTURE:

During the financial year under review, there was no change in Authorized Share Capital as well as Paid up Share Capital of the Company.

Authorized Share Capital of the Company is Rs. 7,00,00,000/- (in words Seven Crore only) divided by 70,00,000 (in words Eighty Lakhs) Equity Shares of Rs. 10/- each

Paid Share Capital of the Company is Rs. 4,94,58,000/- (in words Rupees Four Crore Ninety-Four Lakhs Fifty-Eight Thousand only) divided by 49,45,800 (Forty-Nine Lakhs Forty-Five Thousand Eight Hundred) Equity Shares of Rs. 10/- each

6. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The Board does not propose any transfer to reserves from the profit or loss A/c of the company during the year.

7. LISTING WITH STOCK EXCHANGES:

The Company has been Listed of BOMBAY STOCK EXCHANGE (BSE) having script code-530795. Further, the Company confirms that it has paid the annual Listing Fees for the year 2025-26.

8. DETAILS OF SUBSIDIARIES OR TOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary or JV or Associates Company. Hence, the clause is not applicable.

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

During the year under review, the company has neither given any loans & advances, provide securities, given guarantees or made any investments as covered under the provisions of section 186 of the Companies Act, 2013. Hence, Clause is not applicable.

10. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 to 76A of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there were no related party transactions that were entered with related party as per section 188 of Companies Act 2013. Therefore AOC-2 is not annexed.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

The Company recognizes that a diverse and well-rounded Board is crucial to its long-term success and effective governance. In line with the requirements of Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations, the Board is structured to ensure a balanced representation of both Executive and Non-Executive Directors.

As on March 31, 2026, the Board comprises Five (5) Directors, including:

• Two (2) Executive Directors, and

• Three (3) Non-Executive Directors, including Independent Woman Director

The Following is list of Directors as on 31^st March 2026:

Sr. No Name	Designation
01 Sumita Mishra	Managing Director
02 Ramesh Chandra Mishra	Non-Executive Director
03 Suresh Dhanraj Kawarjain	Executive-Director
04 Nitin Arvind Oza	Independent Director
05 Sanghamitra Sarangi	Independent Director

The list of Key Managerial Personnel is as below:

1 Vidhi Bafna	Company Secretary and Compliance Officer
2 Suresh Dhanraj Kawarjain	Chief Financial Officer

Composition of committees of the Board:

Audit Committee
Mr. Nitin Arvind Oza	Chairman
Mrs. Sanghamitra Sarangi	Member
Ms. Sumita Mishra	Member
Nomination and Remuneration Committee
Mr. Nitin Arvind Oza	Chairman
Mrs. Sanghamitra Sarangi	Member
Ms. Sumita Mishra	Member
Stakeholders Relationship Committee
Mr. Ramesh Chandra Mishra	Chairman
Mrs. Sanghamitra Sarangi	Member
Mr. Nitin Arvind Oza	Member
Corporate Social Responsibility Committee
Ms. Sumita Mishra	Chairman
Mrs. Sanghamitra Sarangi	Member
Mr. Nitin Arvind Oza	Member

13. NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors planning their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

Meeting	No. of Meetings during the Financial Year 2025-26	Date of the Meeting
Board Meeting	6	10.05.2025
		21.06.2025
		07.08.2025
		14.11.2025
		14.02.2026
		20.03.2026
Audit Committee	6	10.05.2025
		21.06.2025
		07.08.2025
		14.11.2025
		14.02.2026
		20.03.2026
Nomination & Remuneration Committee	5	10.05.2025
		21.06.2025
		14.11.2025
		14.02.2026
		20.03.2026
Independent Directors	1	20.03.2026

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2025-26, No employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.suncitysyntheticsltd.com

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

16. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its performance.

d) Providing perspectives and feedback going beyond information provided by the management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and is annexed as Annexure-B. The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

18. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

19. NOMINATION AND REMUNERATION POLICY:

The Company has constituted a Nomination and Remuneration Committee and the Committee has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and Other employees and evaluation of the Directors. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The remuneration policy approved by the board of Directors is available on the website of the Company www.suncitysyntheticsltd.com.

20. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.suncitvsyntheticsltd.com

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy

j) Policy on Material Subsidiary

Since, your Companys Paid-up Capital and Net worth is less than Rs.10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.

21. REMUNERATION T0 EMPLOYEES:

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Rs. 8,50,000/- per month or Rs. 1,02,00,000/-P.A.

22. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

T raining on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

23. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to providing a safe and conducive work environment and has zero tolerance towards sexual harassment at workplace. Your Company has in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder.

The Company is firmly committed to fostering a safe, respectful and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive AntiHarassment and Grievance Redressal Policy. Further the has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace.

The Details of Complaints reported under POSH Act during FY 2025-26 are as follows:

Number of complaints at the beginning of the Financial Year	NIL
Number of complaints filed and resolved during the Financial Year	NIL
Number of complaints pending at the end of the Financial Year	NIL

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961:

As there are less than 10 female employees in the Company, the provisions of Maternity Benefit Act, 1961 is not applicable to the Company during the year under review.

25. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

During the Financial Year under review, there are no material changes and commitments that occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2024-25, to the extent as applicable.

27. INDEPENDENT DIRECTORS:

a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

b) Independent Directors Meeting:

The meeting of the Independent Directors was held on 20^th March 2026 as per schedule IV of

c) Familiarization Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.suncitysyntheticsltd.com.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

29. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS:

M/s. S. Gandhi & Associates, Chartered Accountant (FRN: 113667W), Statutory Auditors were appointed as the Statutory Auditors of the Company to hold office up to the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2026-27.

The Auditors Report for Financial Year ended 31^st March 2026 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors Report is enclosed with the financial statements in the Annual Report and the same is self-explanatory.

b) SECRETARIAL AUDITOR & REPORT:

The Company has appointed Mr. Amarendra Mohapatra of M/s. Amarendra Mohapatra & Associates, Practicing Company Secretaries (Membership No.26257 & CP:14901) to conduct secretarial audit for the term of three financial years 2025-26 to 2027-28.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure-I. The Secretarial Audit report does not contain any observation or remarks.

Further, the Secretarial Auditor for the financial year ended 31^st March 2026 does not contain any qualification, reservation or adverse remark.

30. INTERNAL AUDITORS:

The Company has appointed Mrs. Aakansha Vaid as the Internal Auditors of the company for the Financial Year 2025-26. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

31. COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

32. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, section 135 of the Companies Act 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not required to be annexed with this report.

33. BOARD EVALUATION:

The Company has established a structured mechanism for assessing the performance of the Board, its Committees and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Nomination and Remuneration Policy of the Company.

As part of the evaluation exercise, detailed and confidential feedback questionnaires were circulated to all Directors to obtain their views on various aspects relating to Board functioning, effectiveness of Committees and contribution of individual members. The responses received were compiled, analysed and subsequently shared with the Chairman for consideration and discussion.

The assessment of individual Directors covered parameters such as their attendance and participation in meetings, understanding of the Companys business operations and external environment, application of professional expertise, quality of inputs provided, adherence to confidentiality, demonstration of integrity and exercise of independent judgement. The evaluation also considered their alignment with the Companys core values, commitment towards fiduciary responsibilities and compliance with the Companys Code of Conduct.

The Board evaluation as a whole was carried out on parameters including effectiveness in governance and compliance oversight, clarity in the roles of the Chairperson and other Directors, diversity of skills and experience and the Boards contribution towards strategic planning, risk management, financial supervision, ethical standards and succession planning. The review also focused on the Boards role in providing strategic direction and monitoring the implementation of key business initiatives and policies.

The Committees evaluation focused on their structure, independence and frequency of meetings, adherence to established procedures and their effectiveness in fulfilling their responsibilities. Their contributions to Board decisions were also assessed along with their ability to collaborate with both internal and external Auditors and their role in strengthening oversight functions.

Following the evaluation, the Board concluded that the overall performance of the Board, its committees and individual Directors including the Independent Directors was satisfactory.

34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible for ensuring adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

35. SECRETARIAL STANDARDS COMPLIANCE:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

37. DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures

ii. the Directors have 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

38. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Companys business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

40. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of one-time settlement with any Bank or Financial Institution, during the year under review.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

42. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

> Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A.

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

• The details of technology imported: N.A.

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A

> Foreign Exchange Earnings and Outgo: N.A.

43. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

For and on behalf of
Suncity Synthetics Limited
Sd/-	Sd/-
Sumita Mishra	Ramesh Chandra Mishra
Managing Director	Director
DIN: 00207928	DIN: 00206671
Date: - 14.08.2026
Place: - Mumbai