Sun Retail Ltd

To,

The Members,

Sun Retail Limited,

Ahmedabad

Your Directors have pleasure in presenting the 17^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder

(Amount In Lakhs.)

STATE OF AFFAIRS:

The Company is primarily engaged in the business of branding and trading of various edible oils and agro and non-agro commodities. Further company is also engaged in skill training projects of various governments in consortium with Ashray Foundation. There has been no change in the business of the Company during the financial year ended 31^st March, 2024.

The highlights of the Company's performance are as under:

i. Revenue from operations for the year ended on 31^st March, 2024 is INR 9702.22 lakhs as compared of INR 1253.86 lakhs for the year ended on 31^st March, 2023.

ii. Other incomes for the year ended on 31^st March, 2024 amounted to INR 515.92 lakhs as compared of 257.71 lakhs for the year ended on 31^st March, 2023.

iii. Net Profit for the year ended 31^st March, 2024 amounts to INR 111.71 lakhs/- as compared to loss of INR 125.63 lakhs for the year ended on 31^st March, 2023.

iv. Earnings per share for the year ended 31^st March, 2024 amounts to 0.07 as compared to negative for the year ended on 31^st March, 2023.

SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company.

As on 31.03.2024 the Authorized share capital of the company was Rs. 62,50,00,000/- divided into 62,50,00,000 equity shares of Rs. 1/- each.

As on 31.03.2024 the paid-up Share capital of the Company is Rs. 15,51,68,000/- divided into 15,51,68,000 equity shares of Rs. 1/- each.

DIVIDEND:

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year. Your Company's policy on Dividend Distribution is available at https://www.sunretail.in/idesk.html .

RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules'), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on 31^st March 2024.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report Except:

a) Resignation of Ms. Sejal Kanjibhai Parmar from the post of Independent Director of the Company:

Ms. Sejal Kanjibhai Parmar (DIN: 10093528) has resigned from the Independent Director of the company vide resignation letter dated 08^th May, 2024 due to preoccupation of work elsewhere.

b) Appoinment of Mrs. Nisha Sukhdevbhai Parmar (DIN: 07687423) as Additional Non-Executive Independent Director w.e.f. 08^th May, 2024.

Mrs. Nisha Sukhdevbhai Parmar (DIN: 07687423) has Appointed as Additional Non- Executive Independent Director of the company dated 08^th May, 2024.

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

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company's total cost of operations. However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

Technology absorption-

i. The efforts made towards technology absorption: Given the nature of the company's operations, which primarily focus on trading activities, there is limited reliance on advanced technology for daily business functions. However, the company ensures the adoption of relevant digital tools for streamlining operations, enhancing customer experience, and optimizing supply chain management. These efforts include the use of inventory management systems, e-commerce platforms, and data analytics to improve decision-making and efficiency.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution; The technology adopted has contributed to improved operational efficiency, reducing overhead costs, and enhancing the accuracy of demand forecasting. This has led to better inventory management, minimized wastage, and a faster response time to market demands. Furthermore, by optimizing procurement processes through data-driven insights, the company has achieved cost reductions and better margins in its trading activities.

iii. In case of imported technology- The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The company's current operations do not necessitate substantial investment in Research and Development (R&D), as its focus is on trading and branding rather than manufacturing or product innovation. However, the company continually assesses market trends and consumer preferences to enhance its product portfolio and branding strategies, with minimal R&D expenditure required.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board from time to time to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at www.sunretail.in

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the company M/s. M P A & Associates, Chartered Accountants, checks and verifies the internal control and monitors them in accordance with policy adopted by the company from time to time. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

STATUTORY AUDITORS & THEIR REPORT

The Auditor, M/s. N.S. NANAVATI & Co., Chartered Accountants, (FRN: 134235W) is appointed as Statutory Auditor of the Company to hold office from the 16th AGM to the 21st AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

Further the Statutory Auditors has given qualified opinion on the Audit report and are mentioned below along with the comments of the board of Directors on the same. We have not included the remarks of the Auditor mentioned in the Auditor's report herein which were self-explanatory.

There are no qualifications or adverse remarks in the Auditor's Report Except:

(xii) Company has not made TDS compliance as applicable as per Income Tax Act, 1961. As per TDS Portal the outstanding liability of company under section 201 of Income tax Act, 1961 is Rs. 9066/-, Under Section 234E is Rs. 31,600 and under section 220(2) is Rs. 256/-.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.sunretail.in/idesk.html. The employees of the Company are made aware of the said policy at the time of joining the Company.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis.

ANNUAL RETURN:

Pursuant to Notification dated 28^th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://www.sunretail.in/idesk.html.

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. Himanshu Sk Gupta & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure I.

Further the remarks of the Secretarial Auditor are self-explanatory and do not call for any further comment.

COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were certain loans provided by the company to few persons during the year under review, however there were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The details of the same are disclosed in the financial statements attached.

CORPORATE GOVERNANCE REPORT

Pursuant to the Listing Regulations, the Corporate Governance Report regarding compliance of conditions of Corporate Governance, is not applicable to the companies listed on SME Exchange of stock exchanges, therefore the said report is not applicable to your company.

MATERIAL CHANGES DURING THE YEAR

There were no material changes during the year, which may have adverse effect on the operations of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's 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. Your directors draw your attention to notes to the financial statements for detailed related parties' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - II with this report.

EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

DEPOSITS

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

1

INSURANCE

The properties/assets of the Company are adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and company's operations.

A DIRECTORS / KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retire by rotation of Directors is applicable to the Company, accordingly appointment of Mr. Dharamjit Bhupatsinh Mori is proposed as director retirement by rotation in the 17^th AGM of the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

6 (Six) Board Meetings were held during the financial year ended 31^st March, 2024 on the following dates:

DIRECTOR RESPONSIBILITY STATEMENT:

Your director wishes to inform that the Audited Accounts containing financial statements for the financial year 2023-24 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflects fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. Appointment of Ms. Nisha Sukhdevbhai Parmar as Additional Independent Director of the Company:

In accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and in terms of the Articles of Association of the Company, Ms. Nisha Sukhdevbhai Parmar, who was appointed as Additional Independent Director is hereby proposed to be appointed as Independent Director for a period of 5 years commencing from 08^th May, 2024.

b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, no changes were occurred during the year in the composition of board of directors and Key Managerial Personnel.

c. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

The Board is of the opinion that the Independent Non-Executive Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity.

d. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a Director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at www.sunretail.in

e. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Non-Executive Director as its Members. The Chairman of the committee is Independent Director.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the Financial year 2023-24, Four (4) meeting of audit committee held on 22.05.2023, 30.08.2023, 07.11.2023 and 26.02.2024.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2023-24, One (1) meeting of the Nomination and Remuneration Committee was held on 25.05.2024.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

The Nomination and remuneration policy available on the website of the company at https://www.sunretail.in/idesk.html

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is an Non-Executive Director.

During the Financial year 2023-24, One (1) meeting of Stakeholder Relationship Committee was held on 22.05.2024.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure III to this Report. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

- Dharamjit Mori: 1:1

- Rajat Raja Kothari: 0.12:1

- Rakesh Nareshchandra Kapadia: 0.03:1

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year.

- During the FY 202-24 there was nil (0%) increase in the remuneration of WTD and CFO, CS and other NonExecutive Directors.

c) The percentage increase in the median remuneration of employees in the financial year.

- Nil.

d) The number of permanent employees on the rolls of the Company as on 31.03.2024.

- 05 (Five).

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

- Average 21% increase in salaries of Employees and 0% increase in Managerial Remuneration during F.Y. 202324. As there is no increment in remuneration of managerial person during the year, explanation is not required to be given.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Company's remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

g) The names of the top ten employees in terms of remuneration drawn:

h) The name of every employee, who

1. ) Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate,

was not less than One Crore and Two Lakh Rupees: Nil

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate

which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees per month: Nil

3. ) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in

the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: Nil

PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. 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

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.