Sunlite Recycling Industries Ltd Directors Report

DIRECTORS REPORT

To

The Members of

SUNLITE RECYCLING INDUSTRIES LIMITED

[Formerly known as Sunlite Alucop Private Limited]

Survey No. 270A& Plot No. 1,

Survey No. 267,

Chhatha Mile, Dantali, Vaso,

Kheda -387350,

Gujarat, India.

Your Directors have pleasure in presenting the 4th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31/03/2026.

1. Financial Highlights

The financial performance of your company for the year ending 31/03/2026 is summarized below:

	(Rupees in Lakhs except EPS)
	Standalone		Consolidated
Particulars	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue from operations	2,76,471.62	1,39,671.18	2,79,109.92	N.A. *
Other income	20.77	34.67	36.64
Total Income	2,76,492.39	1,39,705.85	2,79,146.56
Finance costs	238.32	300.79	255.45
Depreciation and amortization expenses	370.73	196.53	390.95
Other expenses (Excluding depreciation and finance cost)	2,70,502.91	1,37,288.91	273014.58
Total expenses	2,71,111.96	1,37,786.23	2,73,660.98
Profit/(Loss) Before Tax	5380.43	1919.62	5485.58
Current Tax	1367.22	478.18	1390.52
Earlier Year	0.00	0.00	0.00
Deferred Tax	-1.62	14.21	-5.10
Profit/(Loss) For the Year	4014.83	1427.23	4100.16
Earnings per share for conbnuing operabon
Basic EPS	35.20	14.61	35.95
Diluted EPS	35.20	14.61	35.95

"These consolidated financial statements have been prepared of following the acquisition of the Subsidiary - Sunlite Aluminium Private Limited on 06/02/2026. The results of the subsidiary are Included from that date. Accordingly, the comparative figures for year ended 31/03/2025 do not include the financial Information of the subsidiary and are, therefore, not comparable with the current period figures

2. Dividend

Based on the Companys performance, the Board of Directors at their meeting held on 27/04/2026 has recommended a final dividend of Rs.1/-(i.e.10%) per equity share of face value of Rs. 10/- (Rupees Ten only) for the financial year ended 31/03/2026. This dividend payment is subject to the approval of the members at the ensuing Annual General Meeting.

The proposed dividend has been determined in accordance with the parameters specified under the Companys Dividend Distribution Policy and shall be paid out of the profits for the year, subject to approval of the shareholders at the ensuing Annual General Meeting ("AGM").

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has in place a Dividend Distribution Policy, which outlines the guiding principles for declaration of dividend. The said policy is available on the Companys website and can be accessed at https://www. sunliteindustries.com.

3. Brief description of the Companys working during the year

During FY 2025-26, the Company recorded a significant improvement in its financial performance. On a standalone basis, revenue from operations increased to Rs.2,76,471.62 lakh from Rs.1,39,671.18 lakh in FY 2024-25, registering strong growth. Total revenue stood at Rs.2,76,492.39 lakh, while Profit Before Tax increased substantially to Rs.5,380.43 lakh as compared to Rs.1,919.62 lakh in the previous year.

Profit After Tax on a standalone basis increased to Rs.4,014.83 lakh from Rs.1,427.23 lakh in FY 2024-25, reflecting improved operational performance and profitability. Basic and diluted EPS also increased to Rs.35.20 from Rs.14.61 in the previous year.

On a consolidated basis, the Company reported revenue from operations of Rs.2,79,109.92 lakh and total revenue of Rs.2,79,146.56 lakh during FY 2025-26. Consolidated Profit Before Tax stood at Rs.5,485.58 lakh, while Profit After Tax was Rs.4,100.16 lakh.

Overall, the Company demonstrated strong growth in revenue, profitability and earnings during the year.

4. State of companys affairs

The Company is a leader in the manufacturing of high-quality copper products, including rods wires, earthing strips, and conductors, derived from recycled copper scrap. Our products are essential for applications in power generation, transmission, distribution, and the electronics industry. With a strong focus on sustainability and innovation. Following major events occurred during the year:

i. During the year under review, the Company strengthened its forward integration strategy by launching Annealed Tinned Coated Copper Wire on 14/04/2025. The newvalue-added product falls under the copper category and caters to the domestic market. The product launch is aimed at enhancing the Companys product portfolio, increasing value addition and creating new market opportunities.

ii. During the year under review, the Company undertook a 40% capacity enhancement of its Copper Wire Rod Plant. The upgraded facility has been operational since 21/08/2025 significantly strengthening the Companys production capacity, operational efficiency and product offerings.

iii. The Company commissioned an additional 495 KW solar power plant on 29/08/2025 increasing its total installed solar capacity from 500 KW to 995 KW. The initiative is aimed at enhancing energy efficiency, reducing dependence on grid power and supporting the Companys sustainability and ESG objectives. The expanded capacity is expected to generate annual savings of approximately Rs.50 lakh and contribute to reduction in the Companys carbon footprint.

iv. During the year under review, the Company has received Rs. 6056.50 Lakhs on a private placement and preferential basis and make an allotment of 29,25,848 (Twenty-Nine Lakh Twenty-Five Thousand Eight Hundred and Forty-Eight) Equity Share of the Company of face value of Rs. 10/-(Rupees Ten Only) Equity Share of the Company at an issue price of Rs. 207.00/- (Rupees Two Hundred and Seven only) each [including a premium of Rs.197.00/- (Rupees One Hundred and Ninety-Seven only) each], and made allotment to the Allottees belonging to Promoter and Non-Promoter Group as on a cash subscription basis and for consideration other than cash for below purpose:

a. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for consideration other than cash (Share Swap) Rs. 4350.00 lakhs i.e. share swap to be made towards the acquisition of 8,700 Equity shares representing 87.00% equity shareholding ("Sale Shares")

b. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for Cash Rs. 650.00 Lakhs i.e. Purchase of 1,300 equity shares from the existing shareholders of Sunlite Aluminium Private Limited (SAPL)

c. Working Capital requirement Rs. 1056.51 Lakhs

v. Further, the Company completed the acquisition of 10,000 equity shares of Sunlite Aluminium Private Limited (SAPL), representing 100% of its shareholding, through a combination of cash consideration and share swap via preferential issue. Pursuant to the acquisition, SAPL became a wholly owned subsidiary of the Company w.e.f. 06/02/2026 in accordance with Section 2(87) of the Companies Act, 2013.

vi. During the year under review, the Company has fully utilized the proceeds of Rs. 6056.50 Lakhs raised through private placement and preferential allotment, in accordance with the objects and purposes disclosed in the relevant Offer Document.

5. Transfer to reserves

For the financial year ended 31/03/2026, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit 8i Loss Accounts of the Company on 31/03/2026.

6. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

7. Shares capital

I. Authorized Capital:

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 12,00,00,000/- (Rupees Twelve Crore only), comprising 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- each, to Rs. 15,00,00,000/- (Rupees Fifteen Crore only), comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- each, ranking pari passu in all respects with the existing Equity Shares of the Company.

II. Issued, subscribed and paid-up share capital:

During the year under review, the Issued, Subscribed and Paid-up Share Capital of the Company was increased from Rs. 10,88,00,000/- (Rupees Ten Crore Eighty-Eight Lakhs only), comprising 1,08,80,000 (One Crore Eight Lakhs Eighty Thousand) Equity Shares of face value of Rs. 10/- each, to Rs. 13,80,58,480/- (Rupees Thirteen Crore Eighty Lakhs Fifty-Eight Thousand Four Flundred Eighty only), comprising 1,38,05,848 (One Crore Thirty-Eight Lakhs Five Thousand Eight Hundred Forty- Eight) Equity Shares of face value of Rs. 10/- each. The aforesaid increase in the Issued, Subscribed and Paid-up Share Capital of the Company arose pursuant to the Preferential Issue. The details of the same are as under:

Allotment of 29,25,848 (Twenty-Nine Lakh Twenty- Five Thousand Eight Hundred and Forty-Eight) Equity Share of the Company of face value of Rs. 10/- (Rupees Ten Only) Equity Share of the Company at an issue price of Rs. 207.00/- (Rupees Two Hundred and Seven only) each [including a premium of Rs.197.00/-(Rupees One Hundred and Ninety-Seven only) each],

8. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review. The company had not accepted unsecured loans from its directors at the end of year under report. The Company had obtained required declaration as referred to in proviso to Rule 2(1 )(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014

9. Particulars of Loans, Guarantee or Investments

The details of loans, guarantees and investments made by the Company during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been disclosed in the Financial Statements of the Company. However, during the year under review, the Company has made the following investments:

The Company completed the acquisition of 10,000 equity shares of Sunlite Aluminium Private Limited (SAPL), representing 100% of its shareholding, through a combination of cash consideration and share swap via preferential issue. Pursuant to the acquisition, SAPL became a wholly owned subsidiary of the Company w.e.f. 06/02/2026 in accordance with Section 2(87) of the Companies Act, 2013.

10. Subsidiary / Associate / Joint Venture companies

During the year under review, the Company completed the acquisition of 10,000 equity shares of Sunlite Aluminium Private Limited (SAPL), representing 100% of its shareholding, through a combination of cash consideration and share swap via preferential issue. Pursuant to the acquisition, SAPL became a wholly owned subsidiary of the Company in accordance with Section 2(87) of the Companies Act, 2013. The acquisition was undertaken with the requisite approvals and in compliance with applicable provisions of the Companies Act, 2013, SEBI regulations and other applicable laws.

The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report is attached herewith at the end of this report

11. Change in Nature of Business

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division. However, during the year under review, the Company has undertaken the following changes/ activities in the nature of its business:

i. During the year under review, the Company strengthened its forward integration strategy by launching Annealed Tinned Coated Copper Wire on 14/04/2025. The new value-added product all sunder the copper category and caters to the domestic market. The product launch is aimed at enhancing the Companys product portfolio, increasing value addition and creating new market opportunities.

ii. During the year under review, the Company undertook a 40% capacity enhancement of its Copper Wire Rod Plant. The upgraded facility has been operational since 21/08/2025 significantly strengthening the Companys production capacity, operational efficiency and product offerings.

iii. The Company commissioned an additional 495 KW solar power plant on 29/08/2025 increasing its total installed solar capacity from 500 KW to 995 KW. The initiative is aimed at enhancing energy efficiency, reducing dependence on grid power and supporting the Companys sustainability and ESG objectives. The expanded capacity is expected to generate annual savings of approximately Rs.50 lakh and contribute to reduction in the Companys carbon footprint.

iv. During the year under review, the Company has received Rs. 6056.50 Lakhs on a private placement and preferential basis and make an allotment of 29,25,848 (Twenty-Nine Lakh Twenty-Five Thousand Eight Hundred and Forty-Eight) Eguity Share of the Company of face value of Rs. 10/- (Rupees Ten Only) Eguity Share of the Company at an issue price of Rs. 207.00/-(Rupees Two Hundred and Seven only) each [including a premium of Rs.197.00/- (Rupees One Hundred and Ninety-Seven only) each], and made allotment to the Allottees belonging to Promoter and Non-Promoter Group as on a cash subscription basis and for consideration other than cash for below purpose:

a. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for consideration other than cash (Share Swap) Rs. 4350.00 lakhs i.e. share swap to be made towards the acquisition of 8,700 Equity shares representing 87.00% equity shareholding (Sale Shares¹)

b. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for Cash Rs. 650.00 Lakhs i.e. Purchase of 1,300 equity shares from the existing shareholders of Sunlite Aluminium Private Limited (SAPL)

c. Working Capital requirement Rs. 1056.51 Lakhs

v. Further, the Company completed the acquisition of 10,000 equity shares of Sunlite Aluminium Private Limited (SAPL), representing 100% of its shareholding, through a combination of cash consideration and share swap via preferential issue. Pursuant to the acquisition, SAPL became a wholly owned subsidiary of the Company w.e.f. 06/02/2026 in accordance with Section 2(87) of the Companies Act, 2013.

vi. During the year under review, the Company has fully utilized the proceeds of Rs. 6056.50 Lakhs raised through private placement and preferential allotment, in accordance with the objects and purposes disclosed in the relevant Offer Document.

12. Material changes and commitments affecting the financial position of the company

i. During the year under review, the Company strengthened its forward integration strategy by launching Annealed Tinned Coated Copper Wire on 14/04/2025. The newvalue-added product falls under the copper category and caters to the domestic market. The product launch is aimed at enhancing the Companys product portfolio, increasing value addition and creating new market opportunities.

ii. During the year under review, the Company undertook a 40% capacity enhancement of its Copper Wire Rod Plant. The upgraded facility has been operational since 21/08/2025 significantly strengthening the Companys production capacity, operational efficiency and product offerings.

iii. The Company commissioned an additional 495 KW solar power plant on 29/08/2025 increasing its total installed solar capacity from 500 KW to 995 KW. The initiative is aimed at enhancing energy efficiency, reducing dependence on grid power and supporting the Companys sustainability and ESG objectives. The expanded capacity is expected to generate annual savings of approximately Rs.50 lakh and contribute to reduction in the Companys carbon footprint.

iv. During the year under review, the Company has received Rs. 6056.50 Lakhs on a private placement and preferential basis and make an allotment of

29,25,848 (Twenty-Nine Lakh Twenty-Five Thousand Eight Hundred and Forty-Eight) Equity Share of the Company of face value of Rs. 10/-(Rupees Ten Only) Equity Share of the Company at an issue price of Rs. 207.00/-(Rupees Two Hundred and Seven only) each [including a premium of Rs.197.00/- (Rupees One Hundred and Ninety-Seven only) each], and made allotment to the Allottees belonging to Promoter and Non-Promoter Group as on a cash subscription basis and for consideration other than cash for below purpose:

a. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for consideration other than cash (Share Swap) Rs. 4350.00 lakhs i.e. share swap to be made towards the acquisition of 8,700 Equity shares representing 87.00% equity shareholding ("Sale Shares")

b. Acquisition of Sunlite Aluminium Private Limited (SAPL) Equity Shares for Cash Rs. 650.00 Lakhs i.e. Purchase of 1,300 equity shares from the existing shareholders of Sunlite Aluminium Private Limited (SAPL)

c. Working Capital requirement Rs. 1056.51 Lakhs

v. Further, the Company completed the acquisition of 10,000 equity shares of Sunlite Aluminium Private Limited (SAPL), representing 100% of its shareholding, through a combination of cash consideration and share swap via preferential issue. Pursuant to the acquisition, SAPL became a wholly owned subsidiary of the Company w.e.f. 06/02/2026 in accordance with Section 2(87) of the Companies Act, 2013.

vi. During the year under review, the Company has fully utilized the proceeds of Rs. 6056.50 Lakhs raised through private placement and preferential allotment, in accordance with the objects and purposes disclosed in the relevant Offer Document.

Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

13. Details of significant and material orders passed by the regulators, courts and tribunals:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future excepts as below:

Sr. No. Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
1 Income Tax Department	02/03/2025	Income Tax Department ("IT Department") conducted search under the Income Tax Act, 1961 at the offices and manufacturing units of the Company and residential address of Mr. Nitin Kumar Heda- Managing Director, Mr. Prahladrai Ramdayal Heda- Whole Time Director, Mrs. Khushboo Manishkumar Heda- Director and Mr. Manish Kumar Heda - CFO from 27/02/2025 to 02/03/2025.	The Income Tax Department issued a Demand Order dated 28/05/2026 under Section 156 and 158BC (1) (C) r.w.s. 143(3) of the Income Tax Act, 1961 for a Block Period 01/04/2018 to 23/04/2025 demanding tax on undisclosed Income for a said period for an amount of Rs. 7.11 Crores
2 State Tax Officer Ghatak49 (Nadiad):Range -13: Division - 6: Gujarat	25/08/2024	Demand Order has been Issued for Differential tax liability on B2B Outward supply as per Outward Supply E-way bill data and GSTR-01 and claiming ITC in excess of whats showing in GSTR2A for FY 2019-20 under section 73.	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 08/10/2024
3 Assistant Commissioner Jurisdiction: Ghatak 49 (Nadiad), Range -13 , Division - 6 , Gujarat	24/07/2025	Demand Order has been passed for Ineligible ITC as per section 16(2) claimed from cancelled taxpayers, non-genuine and non-existent Taxpayers and return/ tax defaulters. The order raised a demand on the Company aggregating to Rs. 4.64 Crore towards tax, Rs. 4.02 Crore towards interest, and Rs. 4.64 Crore as penalty	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 26/08/2025
4 State Tax Officer Ghatak 49 (Nadiad): Range - 13:Division - 6:Gujarat	15/01/2025	Demand Order has been passed for Claiming ineligible ITC from cancelled taxpayers, nongenuine and non-existent Taxpayers and return/ tax defaulters under section 74 in FY 2019-20	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 19/03/2025
5 Assistant Commissioner	25/09/2025	Show Cause Notice issued under Sec.74 Ineligible ITC as per section 16(2) claimed from cancelled taxpayers, non-genuine and nonexistent Taxpayers and return/ tax defaulters	The adjudicating authority has reviewed our reply and passed the Demand Order against the same vide dated 24/03/2026
6 Assistant Commissioner Division -1 Ahmedabad	14/11/2025	The GST Department passed a Demand Order by disallowed Input Tax Credit Rs. 7,65,207/- and charged Interest of Rs. 10,31,332/- and imposed penalty of Rs. 7,65,207/- under Section 74 of the CGST Act 2017/GGST Act 2017	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 15/12/2025
7 Assistant Commissioner of State Tax (1) Enforcement, Division-06 Vadodara.	19/12/2025	The GST Department passed a Demand Order by disallowed Input Tax Credit Rs. 41,72,918/- and charged Interest of Rs. 54,24,564/- and imposed penalty of Rs. 41,72,918/- under Section 74 of the CGST Act 2017/GGST Act 2017	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 03/03/2026
8 Joint Commissioner Jurisdiction: Ghatak49 (Nadiad):Range -13: Division - 6: Gujarat	02/12/2025	The GST Department issued a Demand Order regarding disallowed Input Tax Credit Rs. 1,05,07,416/- and charged Interest and imposed penalty of Rs. 1,05,07,416/- from the Company under Section 74(1) of the CGST Act 2017/GGST Act 2017	The Company has received, an appellate order dated 20/02/2026 from the Office of the Commissioner, CGST & Central Excise (Appeals), Vadodara, wherein the appeal of the Company has been allowed and the impugned order passed by the GST Department has been set aside and all charges has been dropped.
9 Assistant Commissioner	15/01/2025	Demand Order has been passed for Claiming Ineligible ITC from cancelled taxpayers, nongenuine and non-existent Taxpayers and return/ tax defaulters under section 74 in FY 2019-20	The current status of the dispute remains the same and the Company has filed an Appeal with Appellate Authority on 19/03/2025
10 Joint Commissioner Jurisdiction: Ghatak 49 (Nadiad):Range - 13:Division - 6:Gujarat	20/02/2026	The GST Department set aside the order regarding the raised issue in the appeal that was submitted as on 06/01/2026, and the appeal is allowed with consequential relief.	The Company applies for the refund against the appeal order. Refund application submitted as on 17/04/2026.

14. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

15. Conservation of Energy, Technology Absorption and

Foreign Exchange Earning and Outgo

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure -I to the Boards report.

16. Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

Sr. No. Name of Director & Key Managerial personnel	Designation	DIN
1. Mr. Prahladrai Ramdayal Heda	Whole-time director	09696242
2. Mrs. Khushboo Manishkumar Heda	Non-Executive Director	09696263
3. Mr. Nitin Kumar Heda	Managing Director	00383855
4. Mr. Jaimish Govindbhai Patel	Independent Director	09647742
5. Mr. Ronak Ashokbhai Mehta	Independent Director	10525257
6. Mr. Manish Kumar Heda	Executive Director	09715675
7. Mr. Akshaykumar Ramdayal Heda	Non-Executive Director & Chairman	09715674
8. Mr. Krisa Kairav Shah	Independent Director	10377008
9. Mr. Manish Kumar Heda	CFO	-
10. Mrs. Priyanka Ayush Murarka	Company Secretary	-

I. Mrs. Khushboo Manishkumar Heda (DIN: 09696263), retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders approval for their re-appointments forms part of the Notice

II. Appointment of Mr. Manish Kumar Heda (DIN: 09715675) as an Executive Director and Mr. Akshaykumar Ramdayal Heda (DIN: 09715674) as a Non-Executive Director 8i Chairman and Ms. Krisa Kairav Shah (DIN: 10377008) as an Independent Director of the Company and accept resignation of Mr. Prahladrai Ramdayal Heda (DIN: 09696242) as a Chairman of the Company w.e.f. 01/04/2026, after the closure of Financial Year 2025-26;

III. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination 8< Remuneration Committees from time to time.

IV. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonise the aspiration of human resources consistent with the goals of the Company. The Remuneration Policyhasbeen updated onthewebsite of the Company at: https://www.sunliteindustries. com/wp-content/uploads/2024/06/8.-Nomination- and-Remuneration-Policy.pdf

V. Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure II"forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Apart from the above, no changes occurred in the Directorship of the company.

17. Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

18. Board Meetings and participation of directors thereat

• During the financial year 2025-26,11 (Eleven) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

• The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

Name and DIN of the Directors	Designation	Number of Board meetings during the year 2025-26
		Held	Attended
Mr. Prahladrai Ramdayal Heda (DIN:09696242)	Whole-time director	11	11
Mr. Khushboo Manishkumar Heda (DIN:09696263)	Non-Executive Director	11	11
Mr. Nitin Kumar Heda (DIN:00383855)	Managing Director	11	11
Mr. Jaimish Govindbhai Patel (DIN:09647742)	Independent Director	11	11
Mr. Ronak Ashokbhai Mehta (DIN:10525257)	Independent Director	11	11

• Further, The Board, as on 31/03/2026, had four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee. The details of composition, meetings and attendance as under:

a) a) During the financial year 2025-26, 8 (Eight) Audit Committee Meetings were held.

Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2025- 26
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	8	8
Mr. Ronak Ashokbhai Mehta	Member	8	8
(DIN: 10525257)
Mr. Nitin Kumar Heda	Member	8	8
(DIN: 00383855)

b) During the financial year 2025-26,1 (One) Nomination and Remuneration Committee Meetings were held.

Name of the Committee Members	Designation	Number of Nomination and Remuneration Committee meetings during the year 2025- 26
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	1	1
Mr. Ronak Ashokbhai Mehta (DIN: 10525257)	Member	1	1
Mrs. Khushboo Manishkumar Heda (DIN: 09696263)	Member	1	1

c) During the financial year 2025-26,1 (One) Stakeholder Relationship Committee Meetings were held.

Name of the Committee Members	Designation	Number of Stakeholder Relationship Committee meetings during the year 2025- 26
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	1	1
Mr. Nitin Kumar Heda (DIN: 00383855)	Member	1	1
Mr. Prahladrai Ramdayal Heda (DIN: 09696242)	Member	1	1

d) During the financial year 2025-26, 2 (Two) Corporate Social Responsibility Committee Meetings were held.

Name of the Committee Members	Designation	Number of Corporate Social Responsibility Committee meetings during the year 2025- 26
		Held	Attended
Mr. Nitin Kumar Heda (DIN: 00383855)	Chairman	2	2
Mr. Prahladrai Ramdayal Heda (DIN: 09696242)	Member	2	2
Mrs. Jaimish Govindbhai Patel (DIN:09647742)	Member	2	2

• During the year, the Company has conducted following General Meeting

Type of General Meeting	Date of General Meeting	Mode of Meeting
Annual General Meeting	25/09/2025	VC/OAVM
Extra Ordinary General Meeting	06/12/2025	VC/OAVM

19. Constitution of Audit Committee:

Our Company has constituted Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on 31/03/2026, The Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. RonakAshokbhai Mehta (DIN: 10525257)	Member	Independent Director
Mr. Nitin Kumar Heda (DIN: 00383855)	Member	Managing Director

20. Constitution of Nomination and Remuneration Committee:

Our Company has constituted Nomination and Remuneration Committee as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

As on 31/03/2026, The Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel	Chairman	Independent Director
(DIN: 09647742)
Mr. Ronak Ashokbhai Mehta	Member	Independent Director
(DIN: 10525257)
Mrs. Khushboo Manishkumar Heda	Member	Non-Executive Director
(DIN: 09696263)

21. Constitution of Stakeholders Relationship Committee:

Our Company has constituted Stakeholders Relationship Committee as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on 31/03/2026, the Stakeholders Relationship Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel	Chairman	Independent Director
(DIN: 09647742)
Mr. Nitin Kumar Heda	Member	Managing Director
(DIN: 00383855)
Mr. Prahladrai Ramdayal Heda	Member	Whole time Director
(DIN: 09696242)

22. Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

23. Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in companys web site https://www. sunlite industries.com/investors/company-policies/

24. Director Remuneration

During theyearthe Company has paid remuneration and Sitting fees to its Directors as more particularly described in notes to accounts of Audited Financial Statement.

25. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31/03/2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2026 and of the profit of the Company for the year ended on that date.

(c) The Directors have 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 have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, FORM AOC- 2 is not applicable to the Company.

27. Statutory Auditor

The Company has appointed M/s. Gopal Shah & Co (FRN: 103301W), Chartered Accountants as the Statutory Auditor of the Company for a term of 5 (Five) year to hold office from the conclusion of 3rd Annual General Meeting (AGM) of the Company till the conclusion of the 8th Annual General Meeting AGM of the Company to be held for the financial year 2029-30

28. Review of Aud itors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone and Consolidated financial statements of the Company for the financial year ended 31/03/2026. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts.

29. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala 8i Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit report for the financial year ended 31/03/2026 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report contain qualification/remark, and details of the same along with Management reply are as under:

Statutory Auditors Remark	Management Comments
During the year under review company has failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 l.e Some of Event in SDD software was not captured in due course of time and were recorded retrospectively to ensure accurate and complete documentation.	The Company acknowledges that during the year under review, there was an inadvertent delay in capturing certain events in the Structured Digital Database (SDD) as required under Regulation 3(5) and/or Regulation 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These events, though recorded retrospectively, were duly updated to ensure completeness and accuracy of documentation.
	The lapse was unintentional and did not result in any misuse of unpublished price-sensitive information. The Company has since strengthened its internal compliance framework, including enhanced monitoring and periodic reviews, to ensure that all relevant events are timely recorded in the SDD on an ongoing basis. Management remains committed to achieving highest standards of regulatory compliance and corporate governance.
During the period under review, the Company failed to intimate the GST orders dated 06.12.2025 and 19.12.2025 to the stock exchangefs) within the mandatory timeline as required under Regulation 30 read with Schedule III, Part A Para A (20) of the SEBI (LODR) Regulations, 2015, read with applicable SEBI circulars	The Company acknowledges that during the year under review there was an inadvertent delay in making disclosure(s) under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to timely disclosure of actions initiated or orders passed by regulatory, statutory, enforcement, or judicial authorities against the Company and/or its Key Managerial Personnel.
	The lapse was unintentional and occurred due to oversight in evaluating the materiality and timeliness parameters under the regulation. The Company has since put corrective measures in place, including strengthening of compliance monitoring, periodic internal reviews, and sensitization of concerned officials to ensure that all such information is identified and disclosed to the Stock Exchange(s) promptly, in strict adherence with the prescribed timelines under Regulation 30.

Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure - IV" to this Report.

30. Internal Auditor:

M/s. Shah Jigar & Co. Internal Auditor has tendered its resignation as Internal Auditor of the Company vide letter dated 01/01/2026 due to pre-occupation with other assignments. The Board noted and accepted the resignation and in terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Ravi Patel & Co. (Chartered Accountants) (FRN: 134309W), have been appointed as an Internal Auditors of the Company for Financial Year 2025-26.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

31. Cost Auditor

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s P PAmipara8iCO. (FRN:002498), Cost Accountant(s), as cost auditor to audit the cost records of the company for the financial year 2026-27.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)

Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2026-27 forms part of the Notice.

32. Annual Return

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (the Act), it is hereby reported that the Company is maintaining website https://www.sunliteindustries.com and the copy of form MGT-7 Annual Return for year ended 31/03/2026 is also placed on it.

33. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

34. Corporate Social Responsibility

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies

(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in "Annexure-V" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

As on 31/03/2026 the CSR Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Nitin Kumar Heda	Chairman	Managing Director
(DIN: 00383855)
Mr. Prahladrai Ramdayal Heda	Member	Whole-time director & Chairman
(DIN: 09696242)
Mr. Jaimish Govindbhai Patel	Member	Independent Director
(DIN: 09647742)

35. Corporate Governance:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regulation of corporate governance are not applicable to company Hence, 4th Annual Report does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report.

36. Management Discussion & Analysis Report:

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VI"

37. Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Companys website at https://www. sunliteindustries.com

The Code lays down the standard procedure of business conduct which is expected to be followed

by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

38. Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed againstthe Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

39. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Companys Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

40. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee ("ICC") is in place at all work locations of the Company to address complaints received regarding sexual harassment.

During the Financial Year 2025-26, no complaints were received. The summary of cases is given below:

Particulars	Status
(a) Number of complaints of sexual harassment received during the year	Nil
(b) Number of complaints disposed of during the year	Nil
(c) Number of cases pending for more than ninety days	Nil

41. Disclosure under the Maternity Benefit Act 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employee

42. Appointment of RTA:

M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013.

All the equity shareholders of the Company have Demat their Equity Shares as on 31/03/2026 and none of shareholders holding shares in physical form.

43. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

44. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2025-26 to the National Stock Exchange Limited where the shares of the Company are listed.

45. Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

47. Compliances of Applicable Secretarial Standards

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

48. The details of 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.

Not Applicable

49. Transfer to Investor Education 8t Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

50. Shareholders Dispute Resolution Mechanism :

The SEBI vide circular 31/07/2023 and subsequent circular dated 20/12/2023, read with Master Circular dated 11/08/2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

51. Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

	For & on behalf of the Board of Directors
	SUNLITE RECYCLING INDUSTRIES LTD
	[Formerly known as Sunlite Alucop Private Limited]
Prahladrai Ramdayal Heda	Nitin Kumar Heda
DIN : 09696242	DIN : 00383855
Whole-time director	Managing Director
Place: Kheda
Date: 05/09/2026