Your directors take pleasure in presenting their Thirty-Nine Annual Report on the Business and Operations of the Company
and the Accounts for the Financial Year ended 31^st March, 2026 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2026 and the previous financial year
ended March 31, 2025 is given below:

Standalone and Consolidated Financial Performance:

2. REVIEW OF OPERATIONS
Standalone:

The Total Income of the Company stood at ? 4708.60lakhs for the year ended March 31, 2026 as against ? 3014.83
lakhs in the previous year. The Company made a net profit of ? 650.66 lakhs for the year ended March 31, 2026 as
compared to the net profit of ? 509.12 lakhs in the previous year.

Consolidated:

The Consolidated Total Income of the Company stood at ? 4794.95 lakhs for the year ended March 31, 2026 as against
? 3071.11 lakhs in the previous year. The Company made a net profit of ? 618.91 lakhs for the year ended March 31,
2026 as compared to the net profit of ? 512.52 lakhs in the previous year.

3. CAPITAL EXPENDITURE

During the year the company incurred the capital expenditure of Rs. 1993.43 lakhs on fixed assets.

4. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual
Report.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

6. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company
and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026.

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are
not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor
Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF.

8. SHARE CAPITAL

There were changes in the share capital of the Company during the year under review, as detailed below:

Pursuant to the proceedings of the Extra-Ordinary General Meeting held on Saturday, December 06, 2025, the members
of the Company passed an ordinary resolution approving the issue of warrants convertible into equity shares on a
preferential basis, and consequently approved the alteration of the Capital Clause of the Memorandum of Association
of the Company as under:

"The Authorised Share Capital of the Company is 18,00,00,000./- (Rupees Eight Crores Only) divided into 80,00,000
(Eighty Lakhs) Equity Shares of ?10/- (Rupees Ten Only) each."

Accordingly, the Authorised Share Capital of the Company was increased from ?7,00,00,000/- (Rupees Seven Crores
Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of ?10/- (Rupees Ten Only) each, to ?8,00,00,000/-
(Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of ?10/- (Rupees Ten Only) each,
with consequential amendment to the Capital Clause of the Memorandum of Association of the Company.

Further, the Paid-up Share Capital of the Company was increased from ?6,11,00,000/- (Rupees Six Crores Eleven
Lakhs Only) divided into 61,10,000 Equity Shares of ?10/- (Rupees Ten Only) each, to ?6,28,04,610/- (Rupees Six
Crores Twenty-Eight Lakhs Four Thousand Six Hundred and Ten Only) divided into 62,80,461 Equity Shares of ?10/-
(Rupees Ten Only) each, pursuant to the allotment of 1,23,076 and 47,385 Equity Shares on conversion of warrants to
the respective allottees of the Company, on October 20, 2025 and October 30, 2025 respectively.

Company has appointed M/s Kfin Technologies Limited as the Registrar and Transfer Agent of the Company.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report as Annexure III”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

11. MATERIAL CHANGES AND COMMITMENTS AFTER THE REPORTING PERIOD

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the FY and the date of this Report.

12. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by
directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from Satyajit Mishra & Co., Practicing Company Secretary
is annexed to the Board’s Report as “Annexure IV”.

13. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As on March 31, 2025, the Company has three subsidiaries, namely Sunita Leo quip Aerospace Private Limited,
incorporated on April 25, 2024, and Sunita Imperial Aerospace Private Limited, incorporated on September 4, 2024.
There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Act.

Company’s consolidated financial statements included in this Annual Report incorporates the accounts of its
subsidiaries prepared as per Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as
“Annexure V”.

14. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the FY and the date of this Report.

15. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2026 is available on the website of the Company at
https://www.sunitatools.com/

16. SCHEME OF AMALGAMATION / ARRANGEMENT

During the Financial Year 2025-26, your Company has not proposed or considered or approved any
Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or
Creditors.

17. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2025-26, there was no application made and proceeding initiated /
pending by any Financial and/or Operational Creditors against your Company under the Insolvency
and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company
under the Insolvency and Bankruptcy Code, 2016

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

During the Financial Year 2025-26, the Company has not made any settlement with its bankers for
any loan(s) / facility (ies) availed or / and still in existence.

19. CHANGE IN SHARE CAPITAL:

There were no changes in Share Capital for year ended March 31, 2026.

20. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation
programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the
new Directors with the Company's business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the
major risks and risk management strategy of the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors & Key Managerial Personnel:

During the year, there were no changes in the Company's directors and Key Managerial Personnel.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Satish Kumar Pandey, Managing Director of the Company, retires by rotation and offers himself for re¬
appointment.

The brief resume of Mr. Satish Kumar Pandey, the nature of his expertise in specific functional areas, names of the
companies in which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice
of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations
16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has
been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 10, 2026, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

22. BOARD MEETINGS:

The Company held Six meetings of its Board of Directors during the year on May 09, 2025, June 20, 2025, July 30,
2025, October 20, 2025, October 28, 2025, October 30, 2025, November 08, 2025 and January 29, 2026

Attendance of Director:

23. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on June 17, 2023 under the chairmanship
of Mr. Nikhil Malpani. During the year, the committee met Four (4) times with full attendance of all the members. The
composition of the Audit Committee as at March 31, 2026 and details of the Members participation at the Meetings of the
Committee are as under

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act,
2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited
Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to
the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons
for the same, major accounting estimates based on exercise of judgement by the Management, significant

adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in
this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s
accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company
Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on May 09,
2025 under the Chairmanship of Mrs. Diksha Maheshwari. During the year, the committee met once with full attendance
of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2026 and details of
the Members participation at the Meetings of the Committee are as under:

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, was constituted vide Board
Resolution dated June 17, 2023. The Committee is governed by a Charter, which is in line with the regulatory requirements
mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members.
The composition of the Stakeholders Relationship Committee as at March 31, 2026 and details of the Members participation
at the Meetings of the Committee are as under:

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no
share transfers pending as on March 31, 2026.

Ms. Rupal Dedhia, Company Secretary is the Compliance Officer of the Company.

24. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors.
The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director
being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key
functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of

Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to
Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional
Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman
of the Board and the Board as a whole.

25. CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company has in place a CSR policy laid down in accordance with the provisions of Companies
Act, 2013 and rules made thereunder. The Company under its CSR policy, affirms its commitment of seamless
integration of marketplace, workplace, environment and community concerns with business operations by undertaking
activities / initiatives that are not taken in its normal course of business and/or confined to only the employees and their
relatives and which are in line with the broad-based list of activities, areas or subjects that are set out under schedule
VII of the Companies Act, 2013.

The company has spent an amount of Rs. 14.93 on CSR activities as specified in Schedule VII of the Companies Act,
2013, against the 2% of average profit for the last three years.

The company has spent an amount of Total Amount of Rs. 11,65,375/- on CSR activities as specified in Schedule VII
of the Companies Act, 2013, against the 2% of average profit for the last three years

Details of CSR activities are given in Annexure - VI to this Report.

26. AUDITORS:

i. Statutory Auditors:

The Board has recommended re-appointment of M/s K.M.A & Co., Chartered Accountants as the statutory auditors of
the Company for second term of three Consecutive years, from the conclusion of 38^th Annual General Meeting till the
conclusion of the 41^st Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Satyajit Mishra & Co., a firm
of Company Secretaries in Practice (CP No. 4997), to undertake the Secretarial Audit of the Company for the F.Y.
2025-26 and F.Y. 2026-27 in its meeting held on June 30, 2025. The Secretarial Audit Report for F.Y. 2025-26 is
annexed herewith as “Annexure II”.

iii. Cost Auditor:

The provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors based on the recommendation of the Audit Committee and pursuant to the provisions of section
138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s RSL & Co., Chartered Accountants
as the Internal Auditors of your Company for the F.Y. 2025-26 and F.Y. 2026-27 in its meeting held on June 30, 2025.
The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the
Audit Committee and Board.

27. AUDITOR’S REPORT:

The Statutory Auditor's Report does not include any qualifications, reservations, or adverse remarks. However, the
Secretarial Auditor's Report contains certain qualifications. The Report of the Auditors is given as an Annexure which
forms part of this report.

28. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted
a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards
against victimization of persons who may use such mechanism. The functioning process of this mechanism has been

more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said
Policy is available on Company’s website athttps://www.sunitatools.com/

29. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s RSL & Co.,
Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the
activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is
placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the board is of the opinion
that the Company’s internal financial controls were adequate and effective during the financial year 2025-26.

30. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees
from time to time to handle and minimize these risks.

31. LISTING WITH STOCK EXCHANGES:

Sunita Tools Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the
year 2025-26 to BSE Limited.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of
Directors and General Meetings.

33. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, M/s. Kfin Technologies Limited was the Registrar and Transfer Agent of the Company.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 28.41 Lakhs

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2025-26: 38%

c) Number of permanent employees on the rolls of the Company as on March 31, 2026: 77 (Seventy-Seven)

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under
review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment
and Remuneration) Rules, 2014.

35. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available
on its websitehttps://www.sunitatools.com/

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy
intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on
adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

37. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The Board has obtained approval from the shareholders of the company in Extra Ordinary General Meeting of the
company by way of Special Resolution to authorize the Board of Directors (hereinafter referred to as “the Board” which
term shall include any Committee thereof) for making Investments in other bodies corporate / giving Loans to any other
person / providing Guarantees / Securities on behalf of loan availed by any other person, from time to time, on such
terms and conditions and with or without security as the Board of Directors may think fit which, together with the
investments made / loans given / guarantees / securities already made by the Company, which may exceed 60% of paid
up share capital and free reserves and securities premium OR 100% of free reserves and securities premium, that is to
say, reserves not set apart for any specific purpose, whichever is more, provided that the total amount of investments
made / loans given / guarantees / securities already made by the Company, shall not at any time exceed the limit of Rs.
100,00,00,000/- (Rupees Hundred Crores Only). However, the Board has yet not given any loan.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions entered by the Company during the financial year 2025-26 with related parties were on
arm’s length basis and in the ordinary course of business. No material related party transactions / arrangements were
entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the
Company during the financial year ended March 31, 2025 in Form AOC-2 is annexed herewith as Annexure -VII to this
Report.

The details of the transactions with related parties were also provided in the notes to the financial statements.

39. DEPOSITS:

The Company did not accept / hold any deposits from public / shareholders during the year under review.

40. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention
of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading)
Amendment Regulations, 2018. The Code is available on the Company’s websitehttps://www.sunitatools.com/

41. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future.

42. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ETC. UNDER
RULE 8(5)(VII) OF THE COMPANIES (ACCOUNTS) RULES 2014

During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or
Tribunals which would impact the going concern status of the Company and its future operations

43. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT -7 is available
on the company’s weblink.

44. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

45. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards notified by the Institute of Company
Secretaries of India

46. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses
below the gender composition of its workforce as on March 31, 2026.

Male Employees: 77
Female Employees: 0
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and
equal opportunity for all individuals, regardless of gender

47. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES
ACT, 2013

The Company has used accounting software for maintaining its books of account for the financial year ended March
31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year
for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ended March 31, 2026

48. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 -
RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it
is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been
reported in the Annual Return of the company

49. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee
has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging
& redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this
policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work
place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any
complaint of sexual harassment during the year under review. The details are as follows:

50. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and post-

maternity support such as nursing breaks and flexible retum-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

51. HUMAN RESOURCES:

The Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have
the right information on business evolution.

52. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have
listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

53. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year along with their status as at the end of the financial year.

2. 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.

54. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period.

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

55. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing
the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within
the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.

56. ACKNOWLEDGEMENTS:

The Directors would like to express deep sense of appreciation for the assistance and co-operation received from the
Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives,
staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: By order of the Board of Directors

Survey No. 66, Plot No. A, Valiv, Sativali Road, FOR SUNITA TOOLS LIMITED

Vasai East, Thane, Palghar, Maharashtra - 401208 (Formerly known as Sunita Tools Private Limited)

Corporate Office: Sd/-

13th Floor, 1305/1306, Accord Classic, Satish Kumar Pandey

Station Road, Anupam Stationery Plaza, Managing Director

Jaiprakash Nagar, Mumbai- 400063 (DIN: 00158327)

Tel: 9136019995 Sd/-

CIN: L29220MH1988PLC045850 Sanjay Kumar Pandey

Website:https://www.sunitatools.com/ Chairman & Whole Time Director

Email: info@sunitatools.com (DIN: 00739482)

Date: August 14, 2026
Place: Mumbai