Auditor Report of Sunrise Efficient Marketing Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SUNRISE EFFICIENT
MARKETING LIMITED(“the Company”), which comprise the Balance Sheet as at 31^st March, 2025, the
Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information enclosed herewith being submitted by
the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the
accompanying Standalone Financial Statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
Accounting Standards prescribed under Section 133 of the Act read with the Companies (Accounting
Standards) Rules, 2021, as amended, (”AS”) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31st March 2025, and its profit, its cash flows and the changes
in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intend to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor''s Responsibility

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls with reference to Standalone Financial Statements in place and the
operating effectiveness of such control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the entity''s ability to continue as a going concern.
If the auditor concludes that a material uncertainty exists, the auditor is required to draw
attention in the auditor''s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify the opinion. The auditor''s conclusions are based on the
audit evidence obtained up to the date of the auditor''s report. However, future events or
conditions may cause an entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the
underlying transactions and events in a manner that achieves fair presentation.

• As required under clause 33 of SEBl(Listing Obligation and Disclosure Requirements) Regulation,
2015, the statutory Auditors have conducted a limited review of that above financial results for
the half year ended and year ended March 31,2025.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31^st March, 2025, and its profit/loss and its cash flows
for the year ended on that date.

Key Audit Matter

We draw attention to the following matters in the Notes to the financial statements:

a. Company has allotted fully paid bonus shares to its shareholders out of the securities premium
account in the Balance Sheet in the ratio of 1:2 on the record date - 03^rd April, 2024. Consequent
to which the fully paid up equity share capital increased by 50,00,000 shares having face value of
Rs 5 Crore, resulting in the paid up capital of Rs. 15 Crs (1.5 Cr Shares of Rs. 10 each).

As a consequence, to which, while calculating the EPS for each comparative period, bonus shares
issued on the record date of 03^rd April, 2024 in the ratio of 1:2 have been considered in the
weighted average total no. of shares since the beginning of each comparative period (F.Y 2023-24
& F.Y. 2024-25) for the sake of better comparison as suggested by the AS-20 and accordingly
previous reporting period''s EPS has been restated.

b. Pursuant to the special resolution passed on 20th December, 2024 by the members of the
Company, under chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and Section 62 and 42 of the Companies Act, 2013
read with the relevant rules framed there under, the Board of Directors at its Meeting held on
15th January, 2025 has approved the Allotment of 51,38,000 (Fifty One Lakhs Thirty Eight
Thousand) convertible warrants at a Price of Rs. 106/- each on preferential basis,
convertible into 51,38,000 (Fifty-One Lakhs Thirty-Eight Thousand) Equity Shares (One Equity
Share for One Warrant issued) of the Company of the face value of Rs. 10/- each to the non¬
promoters upon receipt of minimum subscription amount as prescribed under Regulation of SEBI
ICDR Regulation, 2018.

The company had realization of 25% upfront money with respect to issuance of aforesaid
warrants amounting to Rs. 13,61,57,000 as per SEBI (ICDR) Regulations, 2018. Further, few of the
allottees holding 6,65,000 warrants have also paid additional balance amount of 75% amounting
to Rs. 3,43,58,500 during F.Y. 2024-25 and have exercised their option towards the conversion of
6,65,000 warrant into shares in the next financial year. As a result of this payment, total money
received against share warrants during F.Y. 2024-25 amounts to Rs. 17,05,15,500.

c. Further, during subsequent F.Y. 2025-26 (On 10th April, 2025), Company had made the allotment
of 6,65,000 equity shares through conversion of share warrants alloted during F.Y. 2024-25
against receipts of balance 75% of warrant amount.

This disclosure of subsequent financial year is being made in compliance with the requirement
stated in the Accounting Standard-4- "Contingencies and Events Occurring After the Balance
Sheet Date".

d. As per regulation of SA-610 i.e. “Using the work of Internal Auditor” as provided by ICAI, we have
relied on the report of internal auditor M/s Rachna Patel & Associates appointed by the company
for conducting day-to-day audit of the company. The company''s standalone financial figures for
the year ended March 31, 2025 have been examined by internal auditor M/s Rachna Patel &
Associates and the Internal audit report was issued as on dated 14^th April, 2025 and we have
relied on their report for any discrepancies.

e. The company had provided short term loans and advances amounting to Rs. 470 Lakhs to various
other entities as reflected in the audit report, also necessary resolutions have been passed in the
board meeting with respect of these loans. Necessary interest has also been charged on the same.
These loans were advanced out of the surplus funds available with the company to earn
additional interest income on the same. The balances of these loans advanced are subject to
confirmation.

f. However, the company had given short term funds to few directors, who look after the business
development of the company for the purpose of incurring business development and marketing
expenditure on behalf of the company which has to be subsequently ratified by the Board
resolution. However, since the said expenditure were not incurred fully during FY 2024-25, the
balance amount had been returned back to the company by the directors. However, cheques
amounting to Rs. 90,00,000 have been received by the company during last year but remained
uncleared as on the date of audit report.

g. The company has not maintained any quantitative details of the stock during the year. Hence, the
value of the stock is taken as certified by the management and hence we are unable to comment
on the same.

Further as informed by the management, the company has a practice of physically quantifying
and valuing the stock every month on the date of submission of monthly stock statements to the
bank. However there is a difference in the value of closing stock as on 31^st March 2025 as
submitted to Bank (Rs. 1721.79 Lakhs ) and as per books of accounts (Rs. 1490 Lakhs ), resulting
in difference of Rs. 231.79 Lakhs.

As stated by the management, the major reason of such difference is that:

> The stock submitted in the stock statement are valued at sales price whereas the same is
valued as cost in the books of accounts of the company.

> Few of the purchase bills are accounted in the books of accounts with a delay of few days as
compared to receipts of goods due to the delayed receipt of those bills by the company for
making necessary accounting entries thereby effecting the value of paid stock submitted to
the bank in stock statement.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (the Order) issued by the Central
Government in terms of Section 143(11) of the Act, we enclose in the annexure a statement on matters
specified in paragraph 3 & 4 of the said order. (Annexure- A)

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit. Further reliance has also been
placed on Management Representation Letter duly certified by the management of the company
providing various explanations and clarifications with respect to audit queries and certifying various
data where no documentary evidences were available.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this
Report are in agreement with the books of accounts.

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f. The financial statements of the Company have been prepared on a going concern basis.

g. On the basis of the written representations received from the directors as on 31^st March, 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2025 from
being appointed as a director in terms of Section 164 (2) of the Act.

h. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in “Annexure
B”.

j. 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.

Based on our examination on test check basis and as per the explanation given to us by the
management, the Company does have accounting software which has a feature of recording audit
trail (edit log) facility for maintaining its books of account for the financial year ended March 31,
2025.

i. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) the Company does not have any long-term contracts including derivative contracts for which there
were any material foreseeable

(iii) There were no amount which were required to be transferred to the Investor Education and
Protection Fund by the Company

For SBMG & Co LLP

Chartered Accountants

(FRN: 127756W/W101027)

Sumit Bihani, Partner

M No 121551

UDIN: 25121551BMGYLG9326
Place: Surat
Date: 17/05/2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of SUNRISE EFFICIENT MARKETING LIMITED(“the Company”), which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information enclosed herewith being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates

made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

As required under clause 33 of SEBl(Listing Obligation and Disclosure Requirements) Regulation, 2015, the statutory Auditors have conducted a limited review of that above financial results for the half year ended and year ended March 31,2024.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, and its profit/loss and its cash flows for the year ended on that date.

Key Audit Matter

We draw attention to the following matters in the Notes to the financial statements:

a. Bank Balance of Axis Bank CC A/c 920030051353191 as per Balance Sheet is Rs 574.21 Lacs, wherein some of the cheques amounting to Rs. 204.66 Lacs were received/ deposited by the company and entered in the books of accounts of the company but the same remained outstanding in the bank reconciliation statement as on dated 31.03.2024.

Out of these cheques received/ deposited by the company and entered in the books of accounts of the company but not credited in the bank statement of AXIS Bank CC A/c 92003005135319 as on 31.03.2024

(A) Some of the cheques amounting to Rs. 110.78 Lacs were cancelled later after 31.03.2024 and against the same payment were actually received in bank account through RTGS or any other electronic mode.

(B) Further, some of cheques amounting to Rs. 28.85 Lacs still remains outstanding and has not been cleared in the bank statement till date.

b. Company has allotted fully paid bonus shares to its shareholders out of the accumulated balance of earlier year''s profits being a part of Reserves and Surplus account in the Balance Sheet in the ratio of 1:1 on the record date - 09th September, 2023. Consequent to which the fully paid up equity share capital increased by 50,00,000 shares having face value of Rs 5 Crore, resulting in the paid up capital of Rs. 10 Crs (1 Cr Shares of Rs. 10 each).

As a consequence, to which, while calculating the EPS for each comparative period, bonus shares issued on the record date of 09th September, 2023 in the ratio of 1:1 have been considered in the weighted average total no. of shares since the beginning of each comparative period (F.Y 2022-23 & F.Y. 2023-24) for the sake of better comparison as suggested by the AS-20 and accordingly previous reporting period''s EPS has been restated.

c. Further, Company had made one more allotment of bonus shares in subsequent F.Y. 2024-25 also in the proportion of one equity share of Rs. 10/- each fully paid-up for every 02 (Two) equity share of Rs. 10/- each fully paid-up of the company held by them on the Record date 3rd April, 2024. (i.e. 50,00,000 fully paid-up equity shares) and the same was issued to existing shareholders.

As per the requirement stated in the Accounting Standard-4- "Contingencies and Events Occurring After the Balance Sheet Date", the same has been disclosed in the financial statement.

d. As per regulation of SA-610 i.e. “Using the work of Internal Auditor” as provided by ICAI, we have relied on the report of internal auditor M/s Rachna Patel & Associates appointed by the company for conducting day-to-day audit of the company. The company''s standalone financial figures for the year ended March 31, 2024 have been examined by internal auditor M/s Rachna Patel & Associates and the Internal audit report was issued as on dated 26^th April, 2024 and we have relied on their report for any discrepancies.

e. The company had provided short term loans and advances amounting to Rs. 934 Lakhs to various other entities as reflected in the audit report, also necessary resolutions have been passed in the board meeting with respect of these loans. Necessary interest has also been charged on the same. These loans were advanced out of the surplus funds available with the company to earn additional interest income on the same.

f. The company has not maintained any quantitative details of the stock during the year. Hence, the value of the stock is taken as certified by the management and hence we are unable to comment on the same.

Further as informed by the management, the company has a practice of physically quantifying and valuing the stock every month on the date of submission of monthly stock statements to the bank. However, there is a difference in the value of closing stock as on 31^st March 2024 as submitted to Bank (Rs. 1440.04 Lakhs) and as per books of accounts (Rs. 1589.32 Lakhs), resulting in difference of Rs. 149.28 Lakhs.

g. Some of the creditors balances outstanding in the books of the company has been settled through the journal entries against the amount receivable from some loan & advances and other debtors outstanding in the books. We have not been provided any ledger confirmation for verification of the same.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we enclose in the annexure a statement on matters specified in paragraph 3 & 4 of the said order. (Annexure- A)

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. Further reliance has also been placed on Management Representation Letter duly certified by the management of the company providing various explanations and clarifications with respect to audit queries and certifying various data where no documentary evidences were available.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f. The financial statements of the Company have been prepared on a going concern basis.

g. On the basis of the written representations received from the directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

j. 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.

Based on our examination and as per the explanation given to us by the management, the Company does not have accounting softwares which has a feature of recording audit trail (edit log) facility for maintaining its books of account for the financial year ended March 31, 2024 and hence we are unable to comment on the same.

i. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) the Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable

(iii) There was no amount which were required to be transferred to the Investor Education and Protection Fund by the Company

For SBMG & Co

Chartered Accountants (FRN:127756W)

SUMIT BIHANI, Partner M. No. - 121551

UDIN: 24121551BKCAHL4318 Place -Surat Date: 30/05/2024