Sunlite Recycling Industries Ltd 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 3rd Annual Report of your Company together with the Audited

Statement of Accounts and the Auditors Report of your company for the financial year ended

1. Financial Highlights

The financial performance of your company for the year ending 31/03/2025 is summarized below:

(Rupees in Lakhs except EPS)

	Standalone
Particulars	31/03/2025	31/03/2024
Revenue from operations	1,39,671.18	1,16,627.09
Other income	39.98	28.00
Total revenue	1,39,711.16	1,16,655.09
Finance costs	306.10	468.23
Depreciation and amortization	196.54	231.85
Other expenses	2244.08	2719.50
Total expenses	1,37,791.54	1,15,463.65
Profit/(Loss) Before Tax	1919.62	1191.43
Current Tax	478.18	298.73
Earlier Year	0.00	0.00
Deferred Tax	14.21	(0.91)
Profit/(Loss) For the Year	1427.23	893.62
Earnings per share for continuing operation
Basic	14.61	19.38
Diluted	14.61	19.38

2. Dividend

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the companys future expansion. After Tax for the year

3. Brief description of the Companys working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 1,39,671.18 Lakhs as against Rs. 1,16,627.09 Lakhs in the previous year. The Profit stood at Rs. 1427.23 Lakhs as compared to profit of Rs. 893.62Lakhs in the previous 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. The Company has completed its Initial Public Offer ("IPO") of 28,80,000 equity shares of face value of

10 each at an issue price of Rs. 105 aggregating to Rs. 30,24,00,000/- and were listed on National Stock Exchange of India Limited ("NSE"), on 20/08/2024 ii. The Company has undertaken a strategic expansion plan aimed at enhancing its product portfolio and strengthening its presence in the renewable energy and electrical sectors through forward integration and the proposed launch of new products of cutting-edge copper products, namely

(a) Copper Busbars, and

(b) Annealed Tinned Coated Copper.

And to support this expansion, the Company has invested in advanced machinery as part of a total capital expenditure of approximately Rs. 6 Crore. This investment will enhance our production capabilities and support the new product launch

5. Initial Public Offer of Equity Shares

Your directors are pleased to inform you that, the Company has completed its Initial Public Offer

("IPO") of 28,80,000 equity shares of face value of 10 each at an issue price of Rs. 105 aggregating to Rs. 30,24,00,000/-.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on National Stock exchange Limited on 20/08/2024 The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

6. Transfer to reserves

For the financial year ended 31/03/2025, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on 31/03/2025.

7. 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.

8. Shares capital I. Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 12,00,00,000/-(Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect 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 has been increased from Rs. 8,00,00,000/- (Rupees Eight Crore only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of face value Rs. 10/- each to Rs. 10,88,00,000/- (Rupees Ten Crore Eighty Eight lakhs only) divided into 1,08,80,000 (One Crore Eight Lakhs Eighty Thousand only) Equity Shares of face value Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).

9. 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 accepted unsecured loans from its directors or their relatives and at the end of year under report, outstanding unsecured loans of Rs.

422.25 Lakhs. 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

10. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR

Regulations, are provided in the financial statements

11. Subsidiary / Associate / Joint Venture companies

During The year under review no company/body corporate/any other entity have became or ceased to be the subsidiary Joint Ventures or Associate Companies.

12. 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.

13. Material changes and commitments affecting the financial position of the i. The Company has completed its Initial Public Offer

("IPO") of 28,80,000 equity shares of face value of

10 each at an issue price of Rs. 105 aggregating to Rs. 30,24,00,000/- and were listed on National Stock Exchange of India Limited ("NSE"), on 20/08/2024 ii. The Company has undertaken a strategic expansion plan aimed at enhancing its product portfolio and strengthening its presence in the renewable energy and electrical sectors through forward integration and the proposed launch of new products of cutting-edge copper products, namely (a) Copper Busbars, and

(b) Annealed Tinned Coated Copper.

And to support this expansion, the Company has invested in advanced machinery as part of a total capital expenditure of approximately Rs. 6 Crore. This investment will enhance our production capabilities and support the new product launch and material orders passed 14. Detailsofsignificant by the regulators, courts and tribunals:

The Company has been complied with all regulatory requirements of central government and state government and there significantand were no 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:

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 Assistant Commissioner of State of Tax (1) (Enforcement) Division-1, Ahmedabad Enforcement Ahmedabad	29/08/2024	On 08/08/2024, the GST Department conducted proceedings under Section 67(2) at our factory located at Survey No. 270a & Plot No. 1, Survey No. 267, Chhatha Mile, Kheda, Dantali, Gujarat, India, 387350. Subsequently, based solely on a preliminary scrutiny and investigation, the Office has issued a Provisional Attachment Order under Section 83 of the Gujarat Goods and Services Tax Act, 2017	The current status of the dispute remains the same as the Company has filed objections against the same.
2 O/o Joint Commissioner, Vadodara-I, GST, Nadiad	20/02/2025	An adjudication order has been passed in terms of Section 74(9) of the Goods and Services Tax Act, 2017, against SCN No. VAD- PRE/ SCN/117/GR-J/2024-25, demanding GST of Rs. 836 Lacs, and penalty of Rs. 836 Lacs.	The current status of the dispute remains the same as the Company has filed Appeal with Appellate Authority on 31/03/2025
3 Income Tax Department	02/03/2025	Income Tax 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.As of date, no assessment order has been received by the Company in relation to the search. The Company has not received any written communication from the Income Tax Department to date regarding any violations or contraventions committed or alleged to have been committed.	As of date, no financial demand has been raised by the Income Tax Department. The Company is in the process of making necessary representations before the authorities for the release of the seized cash, considering that it is duly recorded in the books of accounts.
4 State Tax Officer Ghatak 49 (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
5 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

15. 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.

16. 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.

17. Directors and Key Managerial personnel

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

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	CFO	-
7. Mrs. Priyanka Ayush Murarka	Company Secretary	-

I. Mr. Nitin Kumar Heda (DIN: 00383855), retires 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. Redesignation of Mr. Nitin Kumar Heda (DIN: 00383855), as a Managing Director and Mr. Prahladrai Ramdayal Heda (DIN: 09696242) as a Whole-time director & Chairman w.e.f. 01/05/2024 III. Appointment of Mr. Jaimish Govindbhai Patel (DIN:09647742) and Mr. Ronak Ashokbhai Mehta as an independent director of the Company w.e.f. 01/05/2024; IV. Appointment of Mr. Manish Kumar Heda as Chief

Financial Officer of the Company w.e.f.

V. Appointment of Mrs. Nikita Sharma as Company Secretary of the Company w.e.f. 01/05/2024 VI. Resignation of Mrs. Nikita Sharma as Company Secretary of the Company w.e.f. 24/09/2024 VII. Appointment of Mrs. Priyanka Ayush Murarka as Company Secretary of the Company w.e.f. 01/01/2025 VIII. 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 & Remuneration Committees from time to time.

IX. 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 RemunerationPolicyhasbeenupdatedonthewebsite of the Company at: https://www.sunliteindustries. com/wp-content/uploads/2024/06/8.-Nomination-and-Remuneration-Policy.pdf

Particulars of Employees:

The statement containing particulars of employees

01/05/2024 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.

18. 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.

19. Board Meetings and participation of directors thereat

a During the financial year 2024-25, 20(Twenty)

Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

a 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 2024-25
		Held	Attended
Mr. Prahladrai Ramdayal Heda (DIN: 09696242)	Whole-time director	20	20
Mr. Khushboo Manishkumar Heda (DIN: 09696263)	Non-Executive Director	20	19
Mr. Nitin Kumar Heda (DIN: 00383855)	Managing Director	20	20
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Independent Director	20	15
Mr. Ronak Ashokbhai Mehta (DIN: 10525257)	Independent Director	20	15

a Further, The Board, as on 31/03/2025, 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) During the financial year 2024-25, 10 (Ten) Audit Committee Meetings were held.

Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2024-25
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	10	10
Mr. Ronak Ashokbhai Mehta (DIN: 10525257)	Member	10	10
Mr. Nitin Kumar Heda (DIN: 00383855)	Member	10	10

b) During the financial year 2024-25, 2 (Two) Nomination and Remuneration Committee Meetings were held.

Name of the Committee Members	Designation	Number of Nomination and Remuneration Committee meetings during the year 2024-25
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	2	2
Mr. Ronak Ashokbhai Mehta (DIN: 10525257)	Member	2	2
Mrs. Khushboo Manishkumar Heda (DIN: 09696263)	Member	2	2

c) During the financial yearStakeholder Relationship Committee Meetings were held.2024-25, 1(One)

Name of the Committee Members	Designation	Number of Stakeholder Relationship Committee meetings during the year 2024-25
		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 2024-25, 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 2024-25
		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

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

Type of General Meeting	Date of General Meeting	Mode of Meeting
Extra Ordinary General Meeting	06/05/2024	Physical
Annual General Meeting	02/08/2024	Physical
Extra Ordinary General Meeting	26/01/2025	Postal Ballot/ E-voting

20. 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 31/03/2025, 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. Ronak Ashokbhai Mehta (DIN: 10525257)	Member	Independent Director
Mr. Nitin Kumar Heda (DIN: 00383855)	Member	Managing Director

21. 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 31/03/2025, The Nomination and Remuneration Committee comprised of:

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

22. 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 31/03/2025, the Stakeholders Relationship Committee comprised of:

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

23. 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 to maintain Industrial taken

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.

24. 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.sunliteindustries.com/investors/company-policies/

25. Director Remuneration

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

26. 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 31/03/2025, 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 31/03/2025 and of the profit of the Company for the year ended on that date.

(c) The Directorshavetakenproperandsufficient 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.

27. 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 materiallysignificantrelated 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.

28. Statutory Auditor

The Company has appointed M/s. Gopal Shah & Co (FRN: 103301W), Chartered Accountants as the Statutory Auditor of the Company due to Casual Vacancy of M/s Abhishekkumar & Associates, Chartered Accountants (FRN-130052W), Statutory Auditor of the Company via Postal Ballot dated 26/01/2025 for Financial Year 2024-25 Further the Company have received the consent of M/s. Gopal Shah & Co, Chartered Accountants, having Firm Registration No.: 103301W, for their appointment as the Statutory Auditor of the

Company for a term of 5 (Five) year to hold office from the conclusion of this Annual General Meeting (AGM) of the Company till the conclusion of the 8th

AGM of the Company to be held for the financial year 2029-30. Accordingly, resolution for appointment of M/s. Gopal Shah & Co, Chartered Accountants as statutory auditor of the Company is placed for your approval.

29. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended 31/03/2025. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. The Auditors Report contain qualification/remark, and details of the same along with Management reply are as under:

Statutory Auditors Remark	Management Comments
We draw attention to Note 39 to the accompanyingdrawing Statement, describing the Search operations carried out by the Income tax authoritiesatpremisesoftheCompany in February 2025. Pending completion of the search proceedings, the consequent impact on the financial statements for the year ended 31 March 2025 if any, is currently not ascertainable. Our opinion is not modified in respect of this matter	With reference to the auditors observation attention to Note 39 of the financialstatements regarding authoritiesat the premises of the Company in the search operations February 2025, the Board of Directors states as under:
	The Company has fully cooperated with the authorities during the said proceedings and continues to extend all assistance as may be required. Since the assessment and related proceedings arising out of the search are still progress, the impact, if any, on the financial statements for the year ended 31/03/2025 cannot presently be determined. The Board assures the stakeholders that the Company shall take appropriate steps, as may be advised, upon completion of the said proceedings and will comply with all legal and regulatory requirements in this regard.

30. 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 & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the

Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit report for the financial year ended 31/03/2025 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:

Secretarial 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 i.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 Year under review CC Limit availed from Axis Bank wide Chare ID 100828911 was satisfied on 18th April, 2024, but chargesatisfactionform (CHG-4) has not been	During the year under review, the Companys Cash Credit limit availed from Axis Bank vide Charge ID 100828911 was satisfied onApril 18, 2024. charge satisfaction e-Form CHG-4 could not be filedwith the Registrar of Companies within the stipulated time due to procedural oversight. The Company has taken necessary steps to regularize the filing and is in the process of completing compliance at the earliest.
Secretarial Auditors Remark	Management Comments
During the Year under review company has not complied with Regulation 6 (1A) Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 i.e Mrs. Nikita Sharma Company Secretary of the Company resigned w.e.f. 24/09/2024 and new CS Mrs. Priyanka Ayush Murarka was appointed as Company Secretary w.e.f 01st January, 2025	During the year under review, Mrs. Nikita Sharma resigned from the position of Company Secretary with effect from 24/09/2024. Consequently, there was a temporary vacancy in the office of the Company Secretary and Compliance Officer. A new Company Secretary, Mrs. Priyanka Ayush Murarka, was appointed with effect from 01/01/2025.
	The time gap between the resignation of the previous Company Secretary and the appointment of the new Company Secretary led to non-compliance with Regulation 6(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The delay was purely due to practical challenges in identifying and finalizing a suitable replacement.
	The Company has since regularized the position, and necessary steps have been put in place to ensure that such vacancies are filled within the prescribed timelines in future, thereby securing continuous compliance with applicable provisions.
The Company has failed to comply with the disclosure requirements under Regulation 30 of the Securities and Exchange Board of India (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 listed entity or its key managerial personnel.	The Company acknowledges that during the year under review there was an inadvertent delay in making disclosure(s) under Regulation 30 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.
	Further the Company has updated the same in Quarterly Integrated Filling of Governance for the year ended 31/03/2025.
	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.

31. Internal Auditor: effectiveness

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s Shah Jigar & Co. (Chartered Accountants) (FRN: 139874W), have been appointed as an Internal Auditors of the Company for Financial Year 2024-25. 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 systems and processes, efficiency, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

32. 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 P Amipara & CO. (FRN: 002498), Cost Accountant(s), as cost auditor to audit the cost records of the company for the financial year 2025-26.

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 2025-26 forms part of the Notice.

33. 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 31/03/2025 is also placed on it.

34. 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.

35. 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 31/03/2025 the CSR Committee comprised of:

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

36. 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, 3rd Annual Report does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report.

37. 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"

38. 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.

39. 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 against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

40. 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.

41. 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 2024-25, 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

42. 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

43. 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 31/03/2025 and none of shareholders holding shares in physical form.

44. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules,2014,nosignificantor material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

45. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2024-25 to the National Stock Exchange Limited where the shares of the Company are listed.

46. 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.

47. 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)

48. 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.

49. 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

50. Transfer to Investor Education & 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.

51. 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.

52. 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.

Prahladrai Ramdayal Heda

DIN : 09696242

Whole-time director & Chairman

Place: Kheda

Date: 02/09/2025