19th Annual Report of the Company for the Financial Year 2025-26

CIN:L46305GJ2007PLC050974 To, Date: 08th September, 2026 Department of Corporate Services Bombay Stock Exchange Limited 25th Floor, P. J. Tower, Dalal Street, Fort, Mumbai- 400 001. Dear Sir/Madam, Sub: Annual Report for the Financial Year 2025-2026 of the Company. REF: SUN RETAIL LIMITED (Scrip Code: 542025) In compliance with Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Report of the Company for the financial year 2025-2026 to be approved and adopted by the Members of the Company in the 19th Annual General Meeting of the Company going to be held on Wednesday, 30th September, 2026 at 02:00 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). Please take the same on your records. Thanking you, FOR SUN RETAIL LIMITED SANJAY PATIL MANAGING DIRECTOR DIN: 11912512 Date: 08th September, 2026 Place: Ahmedabad Enclosed: As Above Reg. Office: 722, Gala Empire, Drive in Road, Opp. Tv Tower Thaltej Road Ahmedabad-380054, Gujarat, India. Phone: +91 9512521919 E-mail: sun_retail@yahoo.com Website: www.sunretail.com 19th ANNUAL REPORT 2025-2026 Sun Retail Limited Financial Year-2025-26 (19th) Nineteenth Annual General Meeting of the Company: Date : 30th September 2026 Day : Wednesday Time : 02:00 P.M. Mode of Meeting : Video Conference (VC)/ Other Audio-Visual Means (OAVM) Deemed Venue :7th Floor, 722, Gala Empire, Drive in Road, Opp. Tv Tower, Thaltej Road, Ahmedabad, Gujarat, India, 380054 Contents Page No. 1 General Information 1 2 Notice And Explanatory Statement 3 3 Board’s Report 35 3.1 Secretarial Audit Report 48 3.2 Management Discussion and Analysis 52 4 Independent Audit Report 59 5 Balance sheet 73 6 Profit and Loss Account 74 7 Cash flow Statement 75 8 Notes to Accounts 76 Sun Retail Limited Financial Year-2025-26 General Information: ❖ Board of Directors: ➢ Mr. Sanjay Patil : Managing Director (w.e.f 27th August 2026) ➢ Mr. Dharamjit Bhupatsinh Mori : Whole-time Director & CFO (Till 7th September, 2026) ➢ Mr. Rajat Raja Kothari : Independent Director ➢ Mrs. Nisha Sukhdevbhai Parmar : Independent Director (Till 15th April 2026) ➢ Mr. Rajesh Chinubhai Sutaria : Additional Non-Executive Director (w.e.f 24th March 2026) (Till 6th September 2026) ➢ Mrs. Khyati Bhavya Shah : Additional Independent Director (w.e.f 16th April 2026) ➢ Mr. Bharatbhai Kanjibhai Patel : Additional Non-Executive Director (w.e.f 27th August 2026) ❖ Manager: Mr. Nalin Ranbahadur Johari ❖ Statutory Auditor: M/s. D D S & Associates. Chartered Accountants Ahmedabad ❖ Listed at: Bombay Stock Exchange (BSE)-SME ❖ Compliance Officer: Mr. Parin Shirishkumar Bhavsar Company Secretary & Compliance Officer (Till 8th September, 2026) ❖ Secretarial Auditor: Himanshu S K Gupta & Associates, Practicing Company Secretaries Ahmedabad ❖ Registered Office: 722, Gala Empire, Drive in Road, Opp. Tv Tower Thaltej Ahmedabad-380054 Gujarat E-mail: sun_retail@yahoo.com CIN: L46305GJ2007PLC050974 Website: www.sunretail.in Sun Retail Limited Financial Year-2025-26 Page 1 ❖ Bankers: HDFC Bank Ltd. Shree Kadi Nagarik Sahakari Bank Ltd. Punjab National Bank Indusind Bank ICICI Bank Ltd The Jammu & Kashmir Bank Ltd. Kotak Mahindra Bank Limited ❖ Registrar & Share Transfer Agent: Bigshare Services Private Limited A-802, Samudra Complex, off C G Road, Navrangpura, Near Girish Cold Drinks, Ahmedabad 380009, Gujarat, India E-mail: bssahd@bigshareonline.com Contact Number: 079-40392571 Website: www.bigshareonline.com ❖ Board Committees: ❖ Audit Committee: Mrs. Khyati Bhavya Shah : Chairperson (w.e.f. 16th April 2026) Mr. Rajat Raja Kothari : Member Mr. Sanjay Patil : Member (w.e.f. 8th September 2026) ❖ Nomination and Remuneration Committee: Mrs. Khyati Bhavya Shah : Chairperson (w.e.f. 16th April 2026) Mr. Bharatbhai Kanjibhai Patel : Member (w.e.f. 8th September 2026) Mr. Rajat Raja Kothari : Member ❖ Stakeholder Relationship Committee: Mr. Bharatbhai Kanjibhai Patel : Chairperson (w.e.f. 8th September 2026) Mr. Sanjay Patil : Member (w.e.f. 8th September 2026) Mrs. Khyati Bhavya Shah : Member (W.e.f. 16th April 2026) Sun Retail Limited Financial Year-2025-26 Page 2 NOTICE NOTICE is hereby given that the 19th Annual General Meeting of the Company will be held on Wednesday, 30th September 2026 at 2:00 PM at the Registered Office of the Company at 722, Gala Empire, Drive in Road, Opp. TV Tower, Thaltej Ahmedabad-380054 Gujarat to consider and transact the following businesses: Ordinary Business: 1) To receive, consider and adopt the financial statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon. Special Business: 2) To consider and approve issuance and allotment upto 46,98,32,000 fully convertible equity warrants of the company in one or more tranches by way of preferential basis: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended from time to time, the listing agreements entered into by the Company with Bombay Stock Exchange (the "Stock Exchange") on which the equity shares of the Company having face value of Re. 1 each ("Equity Shares") are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India ("SEBI') and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents and permissions as may be necessary or required , the consent and approval of the Members of the Company ("Members") be and is hereby accorded to the Board of Directors of the company to create, issue, offer and allot up to 46,98,32,000 Fully Convertible Equity Warrants at issue price of Re. 1/- (Rupee One only) per Convertible Equity Warrant per Convertible Equity Warrant aggregating upto Rs 46,98,32,000/- (Rupees Forty-Six Crore Ninety-Eight Lakh Thirty-Two Thousand Only) or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, convertible into equivalent number of fully paid up equity share of the company of face value of Re. 1/- (Rupee One Only) at an option of the proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants to specified investors, on a preferential basis ("Preferential Issue"), and on such terms and conditions as may be determined by the Board, to the following persons ("Proposed Allottees”) as detailed below: No. of Equity Shares Name of Proposed Allottees proposed to be issued Category Public shareholders- Non 1. Patel Maulik Kanubhai 2,21,99,562 Institutional – Resident Individuals Sun Retail Limited Financial Year-2025-26 Page 3 Public shareholders- Non 2. Patel Rakeshkumar Narayanbhai 2,21,99,562 Institutional – Resident Individuals Public shareholders- Non 3. Patel Henilkumar Chandrakant 2,21,99,562 Institutional – Resident Individuals [Showing first 8,000 characters — download PDF for full document]