Sun Retail Ltd Directors Report

To,

The Members,

Sun Retail Limited,

Ahmedabad

Your Directors have pleasure in presenting the 18 th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder

(Amount In Lakhs.)

PARTICULARS	FOR THE YEAR ENDED ON 31.03.2025	FOR THE YEAR ENDED ON 31.03.2024
Net Income from Business Operations	3974.37	9702.22
Other Income	375.31	515.92
Total Income	4349.68	10218.14
Total Expenses before depreciation & tax	4337.60	10372.32
Profit / (loss) before depreciation & tax	17.35	111.70
Less Depreciation	0	(154.18)
Exceptional/Extra Ordinary Items	0	265.88
Profit before Tax	17.35	111.70
Less Tax Expenses	0.43	0
Net Profit after Tax	16.92	111.70
Basic and diluted EPS	0.01	0.07

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, 2025.

The highlights of the Companys performance are as under:

i. Revenue from operations for the year ended on 31 st March, 2025 is INR 3974.37 lakhs as compared to INR 9702.22 lakhs for the year ended on 31 st March, 2024.

ii. Other incomes for the year ended on 31 st March, 2025 amounted to INR 375.31 lakhs as compared to INR 515.92 lakhs for the year ended on 31 st March, 2024.

iii. Net Profit for the year ended 31 st March, 2025 amounts to INR 16.92 lakhs as compared to INR 111.70 lakhs for the year ended on 31 st March, 2024.

iv. Earnings per share for the year ended 31 st March, 2025 amounts to 0.01 as compared to 0.07 for the year ended on 31 st March, 2024.

SHARE CAPITAL:

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

As on 31.03.2025 the Authorized share capital of the company was Rs. 62,50,00,000/- divided into 62,50,00,000 equity shares of Re. 1/- each.

As on 31.03.2025 the paid-up Share capital of the Company is Rs. 15,51,68,000/- divided into 15,51,68,000 equity shares of Re. 1/- each.

LISTING INFORMATION:

The Equity Shares in the Company are listed with BSE SME Platform and in dematerialized form. The ISIN No. of the Company is INE206Z01020.

DIVIDEND:

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year.

RESERVES:

Your directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2025 in the profit and loss account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor there was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2024-2025.

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.

INSURANCE:

The properties/assets of the Company are adequately insured.

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 2025.

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.

STATUTORY AUDITORS & THEIR REPORT:

The Auditor, M/s. DDS & Associates, Chartered Accountants, (FRN: 120362W) is appointed as Statutory Auditor of the Company to fill casual vacancy caused due to resignation of M/s. NANAVATI & Co., Chartered Accountants, (FRN: 134235W) and who shall hold office till the conclusion of Annual General Meeting for the financial year 2024-2025. Further, the Board has proposed the re-appointment of M/s. DDS & Associates, Chartered Accountants, (FRN: 120362W) for a term of five financial years from this 18 th AGM to 23 rd AGM of the Company.

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.

There are no qualifications or adverse remarks in the Auditors Report Except:

(i) During the year under consideration company has settled its liability of Rs. 5.27 lacs by writing off Creditors / payable accounts of various parties and of Rs 5.92 lacs for amount receivable from various parties. I have not been provided with confirmation or consent 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 and future liabilities as far as payable accounts written off.

Comment: The Company, after making reasonable efforts to obtain confirmations from the concerned parties, did not receive any response and based on its assessment of the recoverability and liability position, considered it prudent to write off the aforementioned amounts. These adjustments were made in good faith to reflect a true and fair view of the financial position, and management believes that the entries are appropriate under the circumstances.

(ii) I have not been provided with clear classification of creditors such as creditor for expenses and creditor for goods with respect to registration as MSME entity. I am unable to comment upon compliances 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 ofprovisions of MSMED Act, if any. Further there is Outstanding TDS Account for FY 2022-23 by amount of Rs. 24.33 Lacs which arise due to some adjustment entries passed in respective financial year and no clear documentary evidences or supporting documents available for our verification. Management has no clarification regarding this liabilility.

Comment: The Company is in the process of reconciling the TDS ledgers and investigating the underlying adjustment entries. The current outstanding amount is being reviewed, and corrective action will be taken upon completion of reconciliation. The Company acknowledges the concern and is committed to resolving the issue during the current financial year.

(iii) There are number of parties to whom advances given without any agreement and no Interest charged on such advances/loans. Total amount of such loan accounts are Rs. 1462.00 lacs, in absence ofproper loan agreement and explanations, we can not comment upon the under estimation of Interest Income and Assets of the company to the extent. Further, there are number of parties from whom unsecured loans taken for which no agreement exist. Such loans are of Rs. 517.80 Lacs [Previous Years Rs. 206.90 Lacs] and Closing Loans liabilities are of Rs. 517.81 Lacs for which no interest provided and in absence of any agreement, we could not comment upon the interest free loan funds and its future liablities and its nature.

Comment: In the absence of formal agreements and considering that the advances were given primarily for business or operational reasons, the Company believes that these transactions do not necessarily attract interest. Therefore, any hypothetical interest income is not recognized in the books.

(iv) 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. 371.75 Lacs from these projects. This income has been recorded as grant income under head other income. Other current assets includes Grant receivable Rs.588.42 Lacs for Jammu Project and Rs 412.54 Lacs for Gujarat Project as on 31/03/2025. Company has incurred total booked skilled development expenses of Rs.371.75 Lacs as expenses in profit and loss account of which significant amount remains payable. I have not been provided any records, bills, evidence relating to all expenses incurred and its payments and statutory compliances for the skill development project during the year under audit. All income, expenses, Assets & Liabilities relating to Skill Development project are as provided by the management only.

Further, I have not been provided audit evidence highlighting detailed terms and conditions regarding recoverability of grant Income, thus, I am unable to comment upon the same.

Comment: Our Company obtains a Utilisation Certificate from an Independent Chartered Accountant after the grant is utilized, which is then submitted to the respective Skill Department. Accordingly, all expenses booked and incurred under the Skill Development projects are verified by the Independent Chartered Accountant issuing the certificate.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

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 S K Gupta & Associates, Practicing Company Secretaries (CP No: 22596), Ahmedabad, as the Secretarial Auditor to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board.

Further, the Board of Directors has approved the appointment of M/s. Himanshu S K Gupta & Associates, Practicing Company Secretaries (CP No: 22596), Ahmedabad as the Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30.

M/s. Himanshu S K Gupta & Associates have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as Annexure-I to this Annual Report. The Secretarial Auditors Report contains qualification reservation as mentioned below.

a) The Company has not appointed an Internal Auditor for the Financial Year 2024-25 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

Comment: The Company is in the process to find a suitable person for the position of Internal Auditor of the Company.

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 2024-25.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure III to this Report.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

The Composition of Board of Directors of the Company as on 31.03.2025 are as follows:

Sr. No.	Name	DIN	Designation
1	Mr. Dharamjit Bhupatsinh Mori	08038027	Whole-time Director
2	Mr. Rakesh Nareshchandra Kapadia	09361904	Non- Executive Director
3	Mr. Raj at Raja Kothari	09604960	Independent Director
4	Mrs. Nisha Sukhdevbhai Parmar	07687423	Independent Director

• RETIREMENT BY ROTATION:

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. Rakesh Nareshchandra Kapadia is proposed as director retirement by rotation in the 18 th AGM of the Company.

• NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

5 (Five) Board Meetings were held during the financial year ended 31 st March, 2025 on the following dates:

Sr. No.	Date of meeting	Total Directors	Directors Present
1.	08/05/2024	3	3
2.	30/05/2024	4	4
3.	06/09/2024	4	4
4.	13/11/2024	4	4
5.	05/03/2025	4	4

• DIRECTOR RESPONSIBILITY STATEMENT:

Your director wishes to inform that the Audited Accounts containing financial statements for the financial year 202425 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 Companys 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.

• CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, the following changes took place:

1. Ms. Sejal Kanjibhai Parmar has tendered resignation from the post of Non-Executive Independent Director of the company with effect from 08 th May, 2024.

2. Mrs. Nisha Sukhdevbhai Parmar has been appointed as Non-Executive Independent Director of the company with effect from 08 th May, 2024.

• 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 Boards 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 evaluation of chairperson and the non-independent Directors were carried out by the independent Directors.

• REMUNERATION POLICY:

The broad terms of reference of the Nomination and Remuneration Committee (NRC) of the Company are as under:

• To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

• To lay down criteria for the evaluation of the Board including Independent Directors and carrying out evaluation of every Directors performance.

• To formulate a criterion for determining qualifications, positive attributes and independence of a director and recommending to the Board, appointment, remuneration and removal of directors and senior management.

• Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

• Devising a policy on Board diversity.

• To do such act as specifically prescribed by Board and

• Carry out such other activities as maybe prescribed by the Companies Act 2013, read with Rules and regulations as maybe specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by NRC and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the Remuneration Policy adopted by the Company.

The Nomination and Remuneration policy is available on the website of the Company at https://www.sunretail.in/index.html.

The NRC evaluated the performance of the Board, its committees and of individual directors during the year.

• DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

• CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website https://www.sunretail.in/index.html.

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 three (3) Committees viz., Audit Committee, Nomination & Remuneration 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.

A. 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 Managements 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 2024-25, Four (4) meeting of audit committee held on 30.05.2024, 06.09.2024, 13.11.2024 and 05.03.2025.

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. Nisha Sukhdevhai 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.

B. 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 2024-25, One (1) meeting of the Nomination and Remuneration Committee was held on 08.05.2024.

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. Nisha Sukhdevhai Parmar	Chairman of Committee	Non-Executive Independent Director	0	0
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

C. 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 a Non-Executive Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 08.05.2024.

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
Mr. Dharamjit Bhupatsinh Mori	Member	Whole-time Director	1	1
Mrs. Nisha Sukhdevbhai Parmar	Member	Non-Executive Independent Director	0	0

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure IV and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV and forms part of this Report.

MATERIAL CHANGES DURING THE YEAR:

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

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.

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.

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.

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.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arms length basis. All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per AS are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.

During FY 2024-25, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

However as required, Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, is annexed as Annexure-II.

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is as follows:

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavour to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company has not taken any step for utilizing alternate sources of energy.

iii. The capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i. The effort made towards technology absorption:

The Company has not imported any technology and hence there is nothing to be reported here.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution:

None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv. The expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenditure on Research and Development.

C. 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 (2024-25) (Rs.)	Previous Year (2023-24) (Rs.)
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	NIL	NIL

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.

Following is the Summary of sexual harassment complaints received and disposed off during the FY 2024-25.

1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year	N.A
3.	Number of cases pending for more than 90 days	N.A

DISCLOSURE ON MATERNITY BENEFITS:

Your Company remains committed to promoting the health, well-being, and rights of its women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, Sun Retail Limited has implemented all necessary measures to support women employees during and after pregnancy. The Company provides maternity benefits which are in strict accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into the Companys employment policy. These entitlements are extended to all eligible women employees in line with statutory compliance.

During the financial year under review, the Company has not received any grievances or complaints related to maternity benefits, and remains fully compliant with the applicable legal and regulatory requirements.

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.

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.

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.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. Your Company would like to inform you that it has received one complaint through SCORES during the financial year 2024-25, which has been duly resolved.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to www.sunretail.in.

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

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.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.sunretail.in. containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

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.

Sd/-	Sd/-
Dharamjit Mori	Rakesh Kapadia
Whole-time Director & CFO	Non-Executive Director
DIN: 08038027	DIN: 09361904