Sunrise Efficient Marketing Ltd Directors Report

TO

THE MEMBERS,

Your Directors are pleased to present the 5^th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ended 31^st March 2025, your company has recorded a total revenue of Rs. 12,974.35 lakhs against Rs. 11,148.86 lakhs in the previous year. During the year, the company has incurred profit of Rs. 922.38 lakhs as compared to profit of Rs. 811.04 lakhs in the previous year.

Financial performance of the Company for Financial Year 2024-25 is summarized below:

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	12910.17	11073.96
Other Income	64.18	74.90
Total Income	12974.35	11148.86
Total Expenses	11746.77	10045.55
Profit / (Loss) Before Tax & Exceptional / Extraordinary Items	1227.58	1103.31
Less: Exceptional / Extraordinary items	00	00
Profit / (Loss) Before Tax	1227.58	1103.31
Less: Tax Expense :
- Current Tax	311.49	295.69
- Deferred Tax	(6.29)	(3.42)
Net Profit/(Loss) After Tax	922.38	811.04

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors does not declare dividends as the company is at growing stage and requires funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31^st March, 2025.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

SHARE CAPITAL:

The authorised share capital of the Company as on March 31, 2025 was Rs. 25,00,00,000 divided into

2.50.00. 000 equity shares of Rs. 10/- each.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.

15.00. 00.000 divided into 1,50,00,000 equity shares of Rs. 10/- each.

STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

During the year, Your Company has increased its Authorised Share Capital from Rs. 15,00,00,000

(Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore fifty lakhs only) Equity shares of Rs.

10/- (Rupees Ten only) each To Rs. 25,00,00,000/-(Rupees Twenty Five Crore only) divided into

2.50.00. 000 (Two Crore and Fifty lakhs only) Equity shares of Rs. 10/- (Rupees Ten only) each in its 3^rd

Annual General Meeting held on December 20, 2024.

MATERIAL CHANGES:

• After the closure of the financial year, company has allotted 41,60,000 Convertible Warrants into Equity Shares, due to such paid up shares capital of the company increased to 1,91,60,000.

• Company has received approval from shareholders through postal ballot Notice dated 28.05.2025 for Migration of Listing / trading of Equity Shares of the Company from SME PLATFORM OF BOMBAY STOCK EXCHANGE LIMITED (BSE) TO MAIN BOARD OF BSE. Further process for the same are in under process.

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the

year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to

Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2025 and of the Profit & Loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR:

All 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 and Regulation 16 of the Listing Regulations 2015.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review are provided in the notes to the Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 in Form MGT-7 is available on Companys website at www.sunriseefficientmarketing.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34 read with Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors Report, is given in Annexure I.

NUMBER OF MEETING HELD DURING THE YEAR:

During the year under review, 9 (Nine) meetings of the Board of Directors were held. The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance are given in Annexure II. The composition of the Board and its committee is also available on the website of the company at www.sunriseefficientmarketing.com.

COMPOSITION OF BOARD AND ITS COMMITTEE

The details of the composition of the Board and its Committees thereof and detail of the changes in their composition if any is given in Annexure II.

CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of BSE Limited. Therefore, the Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosures pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment rules, 2016 are annexed in Annexure III.

STATEMENT ON RISK MANAGEMENT:

Risk management is integral to your Companys strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

These changes and challenges have brought a mix of opportunities and uncertainties impacting the Companys objectives. Risk Management, which aims at managing the impact of these uncertainties, is an integral part of the Companys strategy setting process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact your Companys long-term goals. This process of identifying and assessing the risks is a two-way process. Inputs are taken while finalizing the risk treatment plans.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has been exempt under Regulation 21 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

STATUTORY AUDITORS:

M/s. SBMG & CO., Chartered Accountants (Firm Registration No. 127756W) are Statutory Auditors of the Company, who were appointed in 2^nd Annual General Meeting held on 30.09.2022, holds office until the conclusion of the 5^th Annual General Meeting.

SECRETARIAL AUDITOR:

The Board of Directors had appointed M/s Dhiren R. Dave & Co., Company Secretaries to conduct Secretarial Audit for financial year 2024-25 to 2029-30 in their Board Meeting held on 03^rd September, 2025.

The Secretarial Audit Report contains following qualification, reservation or adverse remark:

1. Company has received Email regarding Non-compliance/Delay Compliance of Regulation 13(3) for Quarter ended March, 2025. Company has paid fines as per SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023

Management Reply: Due to an oversight or inadvertent mistake, the compliance was not done within the stipulated time frame.

2. Allotment of 34,95,000 equity shares pursuant to exercise of convertible securities have not been completed by the Company within 15 days of exercise of the option by the allottee as per Regulation 162 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Management Reply: Due to an oversight or inadvertent mistake, the compliance was not done within the stipulated time frame.

The Secretarial Audit Report is annexed herewith in Annexure IV. The secretarial Auditors report is selfexplanatory and as such they do not call for further explanations.

INTERNAL AUDITOR:

The Board has appointed M/s Rachna Patel & Associates as an internal auditor of the company. COMMENTS ON AUDITORS REPORT:

The notes referred to in the Auditors Report are self-explanatory and as such they do not call for any further explanation.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arms length basis only.

During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is www.sunriseefficientmarketing.com

Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis are attached herewith in Form No. AOC-2 in Annexure V.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are given below:

A. CONSERVATION OF ENERGY -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are

conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has

been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in

reduction in energy consumption.

B. TECHNOLOGY ABSORPTION -

i. ) The effort made towards technology absorption: Not Applicable.

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

substitution: Not Applicable

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: Nil

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received from CFO is attached herewith as per Annexure VI.

BOARD EVALUATION:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The overall performance evaluation exercise was completed to the satisfaction of the Board. The Board of Directors deliberated on the outcome and agreed to take necessary steps going forward.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The List of board of Directors and Key Managerial Personnel (KMP) as on 31^st March, 2025:

Name of Director/KMP	Designation	Date of Appointment	Date of Resignation
Lejas Hemantrai Desai	Managing Director	09-07-2020	--
Mitaliben Lejas Desai	Joint Managing Director	09-07-2020	--
Hemantrai Thakorbhai Desai	Wholetime Director	09-07-2020	--
Hiren Kunverji Shah	Wholetime Director	15-02-2022	27-08-2024
Pinkal Sureshbhai Pancholi	Wholetime Director	15-02-2022	--
Anurag Dindayal Harlalka	Non Executive Independent Director	15-02-2022	--
Krishna Pratik Lankapati	Non Executive Independent Director	15-02-2022	--
Prashantkumar Rameshchandra Patil	Non Executive Independent Director	15-02-2022	--
Gaurav Jayantbhai Desai	Non Executive Independent Director	05-09-2024	--
Bhranti Gaurav Desai	Chief Financial Officer	15-02-2022	--
Dhruvi Shyam Kapadia	Company Secretary & Compliance Officer	06-04-2024	21-12-2024
Shivani Parth Kothari	Company Secretary & Compliance Officer	11-04-2025	03-09-2025

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Pinkal Sureshbhai Pancholi, Executive Director (DIN: 09506971), retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Companys policy on directors appointment and remuneration is available in the web link www.sunriseefficientmarketing.com.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

EQUAL EMPLOYMENT OPPORTUNITIES

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

PUBLIC DEPOSIT:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the Boards Report. The detailed report forms part of Independent Auditors Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards

against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companys website. The web link is www.sunriseefficientmarketing.com

STATUTORY INFORMATION:

We are an ISO 9001:2015 certified Company primarily engaged in the business as traders, distributors, super stockiest, retailers, wholesalers, importers, exporters, agents, dealers, buyers, sellers, fabricators, assemblers, fitters, installers, repairers of all types of Industrial machineries, its spare parts, electrical items, electronic items, mechanical and engineering items, pipes, pipe fittings, sanitation parts, all types of machined and un-machined castings, industrial valves and its spares, Oils, lubricants, all types of motors, pumps, generator sets, batteries and all types of electrical, mechanical, electromechanical & electronic items, and spare parts, accessories used for industrial, domestic and agricultural purposes. We are also distributor for FMCG products.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

FRAUD REPORTING:

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of BSE Limited. Therefore, the Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is in significant in relation to the nature size of operations of your Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any complaints on sexual harassment during the year 2024-25 and hence no complaints remain pending as of 31^st March, 2025.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website at www.sunriseefficientmarketing.com. websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Payment of remuneration or commission to Managing Director or the Whole-time Director, if any, of the Company from any of its subsidiaries.

(d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year along with its status as at the end of the financial year.

(e) The 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 along with the reasons thereof.

APPRECIATION:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
SUNRISE EFFICIENT MARKETING LIMITED
	DATE: 03/09/2025
	PACE: SURAT
LEJAS HEMANTRAI DESAI
MANAGING DIRECTOR
DIN NO.: 02488965