Directors Report of Sun Retail Ltd.

Mar 31, 2024

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

PARTICULARS	FOR THE YEAR ENDED ON 31.03.2024	FOR THE YEAR ENDED ON 31.03.2023
Net Income from Business Operations	9702.22	1253.86
Other Income	515.92	257.71
Total Income	10218.15	151157
Total Expenses before depreciation & tax	10372.32	1637.20
Profit / (loss) before depreciation & tax	111.71	(125.63)
Less Depreciation	0	0
Profit before Tax	111.70	(125.63)
Less Tax Expenses:	0	0
Net Profit after Tax	111.71	(125.63)
Basic and diluted EPS	0.07	(0.08)

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.

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

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

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

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Even though its operations are not energy-intensive, significant measures are taken to reduce energy

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consumption by using energy-efficient equipment. The Company regularly reviews power consumption

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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.

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Technology absorption-

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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

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efficiency. j

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ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

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The technology adopted has contributed to improved operational efficiency, reducing overhead costs, and j

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.

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

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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.

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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: !

Particulars	Current Year (2023-24)	Previous Year (2022-23)
	(Rs.)	(Rs.)
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	NIL	NIL

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:

(i) During the year under consideration company has adjusted its outstanding liability towards TJR Agrocom
Pvt Limited by otherwise than cash. The total liability adjusted by way of book entry is Rs. 4,30,00,000. As
per the management explanation the transaction relates to prior period and company has paid deposit
through bank entry. I have not been provided with any audit evidence in this regard and hence unable to
comment in detail on the same.

Comment: TJR Agrocom Pvt Limited had received deposit/advance from company for utilising TJR
Agrocom Pvt Limited’s plant and machineries and buy new machineries. But the deal did not materialise,
so company has adjusted the amount it had received from TJR Agrocom Pvt Limited as loan against
company’s liability towards TJR Agrocom Pvt Limited. The transaction is netting off in nature.

(ii) During the year under consideration company has settled its liability towards Raj Traders of Rs. 5,00,000/-
against its debtor Alpesh Trader for Rs. 4,85,242 in full and final settlement and has received waiver of Rs.
14,757/-. I have not been provided with confirmation of parties for this transaction. In absence of any clear
audit evidence regarding existence of right to receive from debtor, liability to pay toward creditors and
consent of parties for recorded settlement, I am unable to comment upon existence, reliability and
accuracy of recorded transaction.

Comment: The transaction is of transferring of actionable claim i.e. transfer of right to receive and is of
netting in nature and thus it will not have significant impact over financial statement.

(iii) I have not been provided with clear classification of creditors such as creditor for expenses and creditor for
goods. Thus, I am unable to comment upon. I have not been provided with classification of creditors and as
per management representation all creditors are other than registered under MSMED Act. Thus in absence
of clear audit evidence in this regard I am unable to determine the delay in making payment to MSME
entities, liability of interest and compliance on such delayed payments in terms of provisions 6f MSMED
Act, if any.

Comment: The creditors are classified as per accounting policies and will have no material impact over
value stated as it relates with presentation aspect.

(iv) During the year company has written off its liability towards Oasis Tradelink Ltd. Worth Rs. 26569604/-.
The management has taken this decision on the basis of fact that liquidation process has been initiated
against the creditor Oasis Tradelink Ltd. As per management the liability was disputed and thus company
is not liability to pay. As per management they have not received any communication from appointed
liquidator. Liquidation process has been initiated against creditor Oasis Tradelink Ltd. and matter is
admitted and pending before NCLT Ahmedabad- case number CP(IB) 433 of 2018. However, I have not
been provided with anu audit evidence regarding existence of dispute, communication records with
liquidator and thus I am unable to comment on this adjustment. In case liability arise in future then this
may impact financial position adversely.

Comment: The management has taken this decision on the basis of fact that liquidation process has been
initiated against the creditor Oasis Tradelink Ltd. The liability was disputed and became time barred.
Moreover, creditor has not demanded amount till date. This indicates that the liability does not exist. This
adjustment was done to make financial statement more reliable and capable to present true and fair view.

(v) Significant number of creditors are outstanding for more than 2 years. Moreover, as the amount remains
outstanding for more than six months; the input tax credit availed in relation to these transactions needs
to be reversed as required under GST Laws. This may impact financial statement adversely. In absence of
clear bifurcation of Input Tax Credit in the books of account, I am unable to quantify effect of the same.

Comment: The creditors are part of routine business transactions and company has not received any
demand from the creditors. Company has taken step to contact them. Management will try to discharge its
liability in best possible way. In absence of any confirmation, company will write off the same in
accordance with accounting policies laid down under Accounting Standards and other accounting
framework. This qualification will not have any material impact on financial statement.

(vi) During the year company has adjusted prior period wrong accounting entry against its deposit -
Performance Security (GSDM)-2. Company has adjusted total Rs.32,67,289. This has resulted into decrease
in assets by Rs. 32,67,289. I have not been provided with any supportive audit evidence in relation to this
transaction. Hence, I am unable to comment upon existence, accuracy, and value involved in the
transaction.

Comment: The accounting entry was necessary to rectify prior period mistake and to make financial
statement more reliable.

(vii) The closing stock includes significant quantity of slow or non-moving goods. The slow and non-moving
goods are identified on the basis of its movement during reporting period. Closing stock includes total 53
items of stock worth Rs. 9918167.67/- for which no single transaction is observed during the reporting
period. It constitutes almost 72% of the closing stock. Company may have to reverse input tax credit
availed and utilized, if any, for this non or slow-moving goods. This indicates doubt on marketability of the
goods. I have not been given an opportunity to physically verify these items and thus I am unable to
comment upon its existence, accuracy and realizability of the slow and non-moving stock. This may affect
financial statement adversely.

Comment: Management will take necessary steps to market the slow and non-moving goods and in case if
the same is not possible, company write off the same in accordance with accounting policies laid down
under Accounting Standards and other accounting framework.

(viii) The amount recorded as balance receivable from revenue is on the basis of management representation
and are not in conformity with records of income tax and GST department. I have not been provided any
audit evidence in this regard and thus, I am unable to comment upon existence, realizability, accuracy of
the same.

Comment: These dues are as per disputed taxation matters. Company will give appropriate accounting
effect in accordance with accounting policies laid down under Accounting Standards and other accounting
framework as and when competent authority will pass necessary orders.

(ix) Company has obtained DDU-GKY project from Gujarat Livelihood Promotion Company Limited for
skilling Rural Youth in the state of Gujarat and project from Government of Jammu and Kashmir for skill
development and has recorded grant income of Rs. 48138797/- from these projects. This income has been
recorded as grant income under head other income. Debtor includes amount receivable from Gujarat Skill
Development Mission Rs. 1,73,28,087 and Grant receivable Rs. 3,94,46,103. Company has incurred total
booked skilled development expenses of Rs. 3,67,49,375 as expenses in profit and loss account of which
significant amount remains payable. I have not been provided audit evidence highlighting detailed terms
and conditions regarding recoverability of this grant. Thus, I am unable to comment upon the same.

Comment: There are no such condition attached to right to receive of grant and this observation does not
affect financial position significantly.

(x) There were no sale transactions during first five months of year under audit. Total revenue recoded against
head sale of services comes from transaction executed during last seven month of the year. The indicates
unusual trend in the sales.

Comment: Company was having some internal issues due to which it could not initiate business
transaction during first five months. The transactions executed are recorded on GST Portal and are done
through proper channel. This indicates the genuineness of transactions.

(xi) The total profit of the company for the period includes more than forty percent on account of book
adjustment entries regarding writing of debtors and creditor.

Comment: This adjustment was done as per requirement of accounting standards and necessary disclosers
are made in detailed financial statement.

(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/-.

Comment: Company is in process to pay the same.

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.

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:

Sr. No.	Date of meeting	Total Directors	Directors Present
1.	22/05/2023	4	4
2.	13/07/2023	4	4
3.	30/08/2023	4	4
4.	06/09/2023	4	4
5.	07/11/2023	4	4
6.	30/11/2023	4	4
7.	26/02/2024	4	4

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

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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.

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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.

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DIRECTORS / KEY MANAGERIAL PERSONNEL: j

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

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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:

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

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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.

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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.

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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.

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d. REMUNERATION POLICY:

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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

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e. DECLARATION BY INDEPENDENT DIRECTORS: j

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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.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Rajat Raja Kothari	Chairman of Committee	Non-Executive Independent Director	4	4
Mr. Rakesh Nareshchandra Kapadia	Member	Non-Executive Director	4	4
Mrs. Sejal Kanjibhai Parmar	Member	Non-Executive Independent Director	4	4

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.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Nomination & Remuneration Meetings Held & Entitled to Attend	No. of Nomination & Remuneration Meetings Attended
Mrs. Sejal Kanjibhai Parmar	Chairman of Committee	Non-Executive Independent Director	1	1
Mr. Rakesh Nareshchandra Kapadia	Member	Non-Executive Director	1	1
Mr. Rajat Raja Kothari	Member	Non-Executive Independent Director	1	1

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

STAKEHOLDER RELATIONSHIP COMMITTEE |

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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.

I

I

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

I

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Stakeholder Relationship Meetings Held & Entitled to Attend	No. of Stakeholder Relationship Meetings Attended
Mr. Rakesh Nareshchandra Kapadia	Chairman of Committee	Non-Executive Director	1	1
Ms. Dharamjit	Member	Whole-time	1	1

Bhupatsinh Mori		Director
Mr. Sejal Kanjibhai Parmar	Member	Non-Executive Independent Director	1	1

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 Non¬
Executive 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. 2023¬
24. 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:

Name of

Designatio

Remunerat

Qualificati

Experien

Age

Date of

Last employ

% of

Employees	n	ion Received	on	ce in years	in years	commenceme nt of employment	ment held	sharehol ding
Jagdish Chauhan	Admin Executive	138000	N.A	20 Year	48	10-05-2027		Nil
Anil Parmar	Account Executive	52000	B.Com	04 Year	30	25-11-2023		Nil
Rajesh Shahi	Security Head	42000	N.A	15 Year	35	06-10-2027		Nil

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.

Date: September 06, 2024 For and on behalf of the Board of Directors

Place: Ahmedabad SUN RETAIL LIMITED

Sd/- Sd/-

Regd. Office: 722 Gala Empire, Dharamjit Mori Rakesh Kapadia

Drive In Road, Ahmedabad Whole Time Director & CFO Non-Executive Director

Gujarat-380054 DIN: 08038027 DIN: 09361904

---

Mar 31, 2018

To,

The Members,

Sun Retail Limited,

Ahmedabad

The Directors have pleasure in presenting the 11th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2018.

1. FINANCIAL RESULTS:

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

(In Rs.)

PERTICULARS	FOR THE YEAR ENDED ON 31.03.2018	FOR THE YEAR ENDED ON 31.03.2017
Net Income from Business Operations	650921278.43	680461934.00
Other Income	2297035.00	96016.00
Total Income	653218313.43	680557950.00
Profit / (loss) before depreciation	4791627.00	2944105.00
Less Depreciation	1316599.00	264366.00
Profit before Tax	3475028.00	2679739.00
Less Tax Expenses:	1211580.00	804975.00
Net Profit after Tax	2263448.00	1874764.00

2. STATE OF AFFAIRS

The Company is engaged in the business of branding and trading of various edible oils. There has been no change in the business of the Company during the financial year ended 31st March, 2018.

The highlights of the Company’s performance are as under: -

i. Revenue from operations decreased from Rs. 68,04,61,934/- to Rs. 65,09,21,278/-.

ii. Net Profit for the year increased from Rs. 18,74,764/- to Rs. 22,63,448/-.

iii. Earnings per share have decreased from Rs. 1.88 to Rs. 1.05.

3. DIVIDEND

No Dividend was declared for the current financial year due to conservation of profits for future expansion of business.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. TRANSFER TO RESERVE

The Company proposes to transfer entire profit of Rs. 22,63,448/- to Reserves for the financial year ended 31st March, 2018.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

However following company is the holding company of our company:

Sr. No.	Name of the company	Nature of Relation
1	TJR AGROCOM PRIVATE LIMITED	Holding Company

7. 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

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are applicable to the company and annexed as Annexure “A”.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has developed 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. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. STATUTORY AUDITORS

The appointment of Auditor, M/s. G M C A & Co., Chartered Accountants, (FRN: 109850W) is recommended to be ratified as Statutory Auditor of the Company to hold office for the financial year 2018-19 at forthcoming Annual General Meeting in terms of the first proviso to Section 139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory and do not calls for any further comment.

13. ANNUAL RETURN

The extract of Annual Return in Form No.MGT-9 pursuant to the provisions of Section134(3) (a) and Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure “B” and forms part of this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

13 (Thirteen) Board Meetings were held during the financial year ended 31stMarch, 2018 on the following dates:

The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

Sr. No.	Date of meeting	T otal Directors	Directors Present
1.	05/04/2017	2	2
2.	30/06/2017	2	2
3.	06/09/2017	2	2
4.	18/10/2017	2	2
5.	10/11/2017	3	3
6.	11/11/2017	3	3
7.	13/11/2017	3	3
8.	29/11/2017	3	3
9.	04/12/2017	3	3
10.	28/12/2017	4	4
11.	01/01/2018	5	5
12.	18/01/2018	5	5
13.	31/01/2018	5	5

15. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013.

Your Director wish to inform Members that the Audited Accounts containing financial statements for the financial year 2017-18 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations.

Your Directors further confirm that:

- In the preparation of the annual accounts for the year ended March 31, 2018, 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.

- The directors 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 and loss of the Company for that period.

- The directors have taken proper and sufficient care towards 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 frauds and other irregularities.

- The directors have prepared the annual Accounts on a going concern basis.

- The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

- The directors have devised proper system to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively.

16. DEPOSITS

The Company has not accepted any deposits during the year under review.

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

Following changes were occurred during the year in the composition of board of directors and

Key Managerial Personnel:

Sr. no.	Name of Director & KMP	Designation on effective date	Effective date of change	Nature of change
1	Jaysheel Dhiren Thakkar	Director	30/09/2017	Change in Designation
2	Tusharbhai Dineshbhai Donda	Additional Director	18/10/2017	Appointment
3	Jalpaben Dilipbhai Dholakiya	Additional Director	18/10/2017	Appointment
4	Himanshu Surendrakumar Gupta	Company Secretary	18/10/2017	Appointment
5	Himanshu Surendrakumar Gupta	CFO	18/10/2017	Appointment
6	Dhiren Kanaiyalal Thakkar	Additional Director	18/10/2017	Cessation
7	Janak Prakashbhai Patel	Additional Director	13/11/2017	Appointment
8	Jaysheel Dhiren Thakkar	Additional Director	13/11/2017	Cessation
9	Dharamjit Bhupatsinh Mori	Whole-Time Director	28/12/2017	Appointment
10	Vikram Ishvarbhai Desai	Director	01/01/2018	Appointment

18. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Provisions of section 149(6) of the Companies Act 2013 all the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company;

OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

19. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31st March, 2018 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were attracted. Further, there are few materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, those are disclosed in Form AOC-2. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note no 23 to the Balance Sheet as on 31st March, 2018.

20. SECRETARIAL AUDITORS

The provisions of secretarial audit and appointment of secretarial auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies(Appointment and Remuneration) Rules, 2014 are not applicable to the company.

21. INDUSTRIAL RELATIONS

The relations between the employees and the management have remained cordial throughout the year. ’

22. 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.

23. 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.

Date: 01.06.2018

Place: Ahmedabad FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DHARAMJIT MORI VIKRAM DESAI

DIRECTOR DIRECTOR