Sunshine Pictures Ltd Directors Report

Your Director s take pleasure in presenting the 18 th Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The salient features of the Company s financial results for the financial year under review are as follows:

(Amount Rs. in Lakhs)

Particulars
	2024 2025	2023 2024
Revenue from Operations	10,333.01	13,379.80
Other Income	247.26	566.21
Total Income	10,580.27	13,946.01
Profit before Interest, Depreciation & Tax	5,130.69	7,307.79
Less: Finance Cost	174.46	68.65
Profit before Depreciation & Tax	4,956.23	7,239.14
Less: Depreciation & Amortization	277.61	222.14
Profit / (Loss) before Tax	4,678.62	7,017.00
Provision for Tax:
Less: Current Tax	1,170.94	1,741.26
Less: Earlier Period Taxes	-	5.89
Less: Deferred Tax	(0.05)	24.63
Profit / (Loss) after Tax	3507.73	5,245.22
Earnings per share Basic	13.31	19.90
Earnings per share - Diluted	13.31	19.90

Note: In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rules, 2014, the preparation of Consolidated Financial Statements was not applicable to the Company for the financial year ended March 31, 2025, as the Company did not have any subsidiary, associate, or joint venture entity as on that date.

However, in order to present the accounting treatment and financial impact of the sale of stake in Associate Company during the year, the Company has voluntarily prepared Consolidated Financial Statements. These statements are intended solely for illustrative disclosure and do not reflect any continuing group structure as on the reporting date.

I. COMPANY S PERFORMANCE:

During the Year under review, the Revenue from Operations of the Company is Rs. 10,333.01 Lakhs as compared to Rs. 13,379.80 Lakhs for the financial year 2023-24. Also, your Company had generated a Net Profit after Tax of Rs. 3507.73 Lakhs as compared to Rs. 5,245.22 Lakhs for the financial year 2023-24.

II. OPERATIONS AND CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company continues to be actively engaged in the business of film production, content development, media distribution, and allied entertainment services, including digital media, post-production, and licensing of intellectual property.

During the financial year under review, there was no change in the nature of business or operations of the Company that materially impacted its financial position. The Company remained focused on its core creative and commercial activities, with ongoing projects and strategic collaborations aligned to its long-term vision in the media and entertainment sector.

However, During the year under review, the shareholders of the Company, at their meeting held on 14th August 2024, approved the conversion of the Company from a private limited entity, Sunshine Pictures Private Limited, to a public limited entity, Sunshine Pictures Limited. The said conversion was duly approved by the Ministry of Corporate Affairs on 27th September 2024, marking a significant milestone in the Company s corporate evolution.

Also, your Company has filed Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), the National Stock Exchange of India Limited (NSE), and BSE Limited (BSE), in connection with its proposed Initial Public Offering (IPO). Further, the Company has received in-principle approvals from both NSE and BSE, as communicated through their respective letters dated [Insert Date], thereby advancing its listing process in accordance with applicable regulatory requirements.

III. SHARE CAPITAL:

During the financial year under review, the Company enhanced its Authorized Share Capital from 23,50,000 (Rupees Twenty-Three Lakhs Fifty Thousand only) to 33,00,00,000 (Rupees Thirty-Three Crores only), pursuant to the resolution passed by the shareholders at the Extra-Ordinary General Meeting held on 19th September 2024.

This increase was undertaken to support the Company s long-term growth plans and to facilitate future capital raising initiatives, as and when required.

Further, during the financial year under review, the Paid-up Share Capital of the Company was increased from 12,31,250 (Rupees Twelve Lakhs Thirty-One Thousand Two Hundred Fifty only), comprising 1,23,125 equity shares of 10 each, to 26,34,87,500 (Rupees Twenty-Six Crores Thirty-Four Lakhs Eighty-Seven Thousand Five Hundred only), comprising 2,63,48,750 equity shares of 10 each.

This increase was effected through the issuance of bonus shares in the ratio of 213:1 i.e. i.e. 213 (Two Hundred and Thirteen) New fully paid Equity Shares for every 1 (One) Equity Share held, pursuant to the resolution passed by the shareholders at their meeting held on December 25, 2024. The bonus issue was made out of the Company s free reserves, in accordance with applicable provisions of the Companies Act, 2013 and relevant rules thereunder.

IV. DIVIDEND:

During the year under review, your Company has not paid any dividend for the Financial Year 2024-25.

V. TRANSFER TO RESERVES:

During the Year under review, your Company has not transferred amount to Reserve.

VI. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31 st March, 2025, your company do not have any Subsidiary Company and Joint Venture Company or Associate Company.

During the Year under review, Board of Directors of the Company in their meeting held on 17 th June, 2024, approved to sale the shares of M/s. De Novo Hospitality Private Limited at the Face Value. Whereby, M/s. De Novo Hospitality Private Limited have ceased to become associate company with effect from 17 th June, 2024.

VII. DEPOSIT :

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ( the Act ) read with the Companies (Acceptance of Deposit) Rules, 2014.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

VIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under Ind-AS-24 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Board for its approval and noting. Prior omnibus approval of the Board was obtained for the transactions which are foreseen and of a repetitive nature.

Now, Your Company has constituted Audit Committee with effect from September 30, 2024 to oversee and approve all related party transactions and also adopted a related party transaction policy.

The policy was approved by the Board and the same is uploaded on the company s website at https://sunshinepictures.in/policies

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy	None
Capital investment on energy conservation Equipment \u2019 s	Nil

B) Technology absorption:
Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported	None
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

C) Foreign exchange earnings and Outgo:

		(Amount in Lakhs)
	2024-25	2023-24
Actual Foreign Exchange earnings	4.57	428.81
Actual Foreign Exchange outgo	35.86	-

X. PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS

MADE, OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note to the standalone financial statements.

XI. MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO

WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company between the end of Financial Year and the date of this report except Board of Directors of the Company have passed a Resolution in their meeting held on July 21, 2025 to enter into a material related party transaction involving the sale of property consisting of land and building and other miscellaneous assets such as Air Conditioner, Generators, CCTV, Office equipment, Motor Vehicle and Bike located at Village Khawasa, Taluka Kurai, District Seoni, Madhya Pradesh, owned by the Company, to M/s Solarya Hospitality Private Limited (formerly known as Sunshine Ark Hospitality Private Limited), a related party within the meaning of Section 2(76) of the Companies Act, 2013, having CIN: U68100MH2025PTC442090, at a price not lower than the value determined in the independent valuation report issued by a registered valuer for the immovable assets and on such terms and conditions as set out in the draft Term Sheet/ Deed of Conveyance / Sale Deed placed before the Board and to sale the movable assets at a price not lower than the price determined by the independent valuation report issued by a Government valuer.

Your Company wishes to inform that, The Company had initiated development of an integrated media infrastructure facility, which included support amenities such as crew accommodation, catering, and wellness zones to aid long-format productions. In parallel, the Company evaluated incentive frameworks applicable to wellness infrastructure under prevailing State policies. While early-stage construction was underway, the Board, following a strategic review, resolved to defer further development and explore monetization of the asset in its current or optimized form. Accordingly, the asset has been classified as Asset Held for Sale in accordance with Ind AS 105, reflecting the Company s intent to divest the facility while maintaining operational focus on its core media and content business.

The Audit Committee and the Board of Directors have reviewed the terms and conditions of the proposed transaction, including the draft Term Sheet/ Deed of Conveyance / Sale Deed, and are of the opinion that the transaction is in the best interest of the Company. The property is proposed to be sold at a fair market value, as determined by an independent valuer and movable assets are proposed to be valued fair value as determined by the valuation report of an independent Government approved valuer and the transaction will be carried out on an arm s length basis.

XII. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment

During the year under review, there were appointments of Directors as detailed below:

Sr. No.	Name			Designation	Date of Appointment
1	Mr. Aryaman Vipul Shah			Whole Time Director	13th August, 2024
2	Mr. Maurya Vipul Shah			Whole Time Director	13th August, 2024
3	Mr. Manmohan Ramanna Shetty			Non Executive Independent Director	20th September, 2024
4		Mr. Kapil Bagla	Non Executive Independent Director			20th September, 2024
5		Mr. Santanu Ray	Non Executive Independent Director			20th September, 2024
6.		Mr. Paresh Manubhai Ganatra	Non Executive Independent Director			30th September, 2024

Also, there were appointment of below mentioned Key Managerial Personnels:

Sr. No.	Name	Designation	Date of Appointment
1	Mr. Sunil Amarlal Karda	Chief Financial Officer	20th September, 2024
2	Ms. Hiral Purohit	Company Secretary	1st October, 2024

Resignation:

There was no resignation of Director or Key Managerial Personnel (KMP s) during the year under review.

Further, Mr. Vipul Amrutlal Shah has been appointed as Chairman and Managing Director of the Company and the Designation of Mrs. Shefali Vipul Shah has been changed from Director to Whole Time Director with effect from 20 th September, 2024.

Ratification of Appointment of Independent Director

During the financial year, Mr. Manmohan Ramanna Shetty (DIN: 00013961) and Mr. Santanu Ray (DIN: 00642736) have been appointed as Non Executive Independent Directors of the Company with effect from September 20, 2025 for the period of Five (5) Years. Board has sought shareholder ratification of the appointment of Mr. Manmohan Ramanna Shetty and Mr. Santanu Ray as an Independent Director of the Company, in light of they having attained the age of 75 years. Mr. Manmohan Ramanna Shetty and Mr. Santanu Ray continue to serve on the Board with no change in the terms and conditions of his appointment.

Although the Company is currently an unlisted public company, it is actively pursuing listing on a recognized stock exchange. In anticipation of the applicability of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 upon listing, the ratification was proposed by Board for approval of shareholders.

The Board places on record its appreciation for Mr. Ray s and Mr. Shetty s continued guidance and valuable contributions to the Company s governance and strategic direction.

Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

A proposal for re-appointment of Mr. Aryaman Vipul Shah, retiring director, as whole time Director of the Company shall be placed before the shareholders of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

Disqualification of Directors:

During the financial year 2024-2025 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

MD / WTD draws commission from co, and also draws remuneration or commission drawn from holding / subsidiary company

Your Company is not having any Holding or Subsidiary Company therefore disclosure required under Section 197(14) is not applicable to the Company.

XIII. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON

COMPLIANCE OF CODE OF CONDUCT:

The Company has duly complied with the definition of Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors.

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).

Evaluation by Independent Director

In accordance with the provisions of the Companies Act, 2013 and the Code for Independent Directors under Schedule IV, a separate meeting of the Independent Directors of the Company was held on December 31, 2024, without the presence of Non-Independent Directors and members of management.

At this meeting, the Independent Directors reviewed the performance of the Board as a whole, the Chairperson of the Company, and the quality, quantity, and timeliness of flow of information between the Company s management and the Board.

The evaluation was conducted through structured discussions and feedback mechanisms, focusing on strategic guidance, governance effectiveness, and the facilitation of independent judgment. The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees, and provided suggestions for further strengthening Board processes and stakeholder engagement. Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2024-2025.

XIV. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

Board Meetings:

During the year under review the Board of Directors met Sixteen (16) times and the maximum gap between any such two meetings did not exceed four months as stipulated under the Act, Rules and Secretarial Standard.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings Eligible to Attend	No. of Meetings Attended
Vipul Amrutlal Shah	Managing Director	16	16
Shefali Vipul Shah	Whole-time Director	16	16
Aryaman Vipul Shah	Whole-time Director	13	13
Maurya Vipul Shah	Whole-time Director	13	13
Manmohan Ramanna Shetty	Independent Director	9	9
Kapil Bagla	Independent Director	9	9
Santanu Ray	Independent Director	9	9
Paresh Manubhai Ganatra	Independent Director	7	7

Audit Committee:

The Audit Committee of Board of Directors is constituted by Board of Directors in their Board Meeting dated September 30, 2024 pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and there was no change in the composition of the audit committee during the financial year under review.

The Audit Committee Comprises of:

Name of Members	Designation
Mr. Santanu Ray	Chairperson
Mr. Kapil Bagla	Member
Mr. Vipul Amrutlal Shah	Member

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met two times during the financial year ended on March 31, 2025, at their meeting held December 30, 2024 and March 31, 2025.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Santanu Ray	Independent Director	2	2
Kapil Bagla	Independent Director	2	2
Vipul Amrutlal Shah	Managing Director	2	2

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted by Board of Directors in their Board Meeting dated September 30, 2024 pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section and there was no change in the composition of the nomination & remuneration committee during the financial year under review.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. Manmohan Shetty	Chairperson
Mr. Paresh Manubhai Ganatra	Member
Mr. Santanu Ray	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://sunshinepictures.in/policies

The Nomination & Remuneration Committee met One time during the financial year ended on March 31, 2025, at their meeting held on March 31, 2025.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Manmohan Shetty	Independent Director	1	1
Paresh Manubhai Ganatra	Independent Director	1	1
Santanu Ray	Independent Director	1	1

Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted by Board of Directors in their Board Meeting dated September 30, 2024 pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the said section and there was no change in the composition of the Stakeholder Relationship Committee during the financial year under review.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Paresh Manubhai Ganatra	Chairperson
Mr. Vipul Amrutlal Shah	Member
Mr. Aryaman Vipul Shah	Member

The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met One time during the financial year ended on March 31, 2025, at their meeting held on March 31, 2025.

The attendance of the members at the Stakeholders Relationship Committee meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Paresh Manubhai Ganatra	Independent Director	1	1
Vipul Amrutlal Shah	Managing Director	1	1
Aryaman Vipul Shah	Whole Time Director	1	1

Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on March 31, 2025, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

Review the performance of non-independent directors and the Board as a whole.

Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably. All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

XV. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://sunshinepictures.in/policies

XVI. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://sunshinepictures.in/policies

The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the financial year under review, the Company was required to spend 56.90 lakhs towards Corporate Social Responsibility (CSR) activities, in accordance with Section 135(5) of the Companies Act, 2013.

However, no CSR expenditure was incurred during the year, as the Company had spent an excess amount of 89.50 lakhs in the previous financial year. In line with the provisions of Rule 7(3) of the Companies (CSR Policy) Rules, 2014, the Company has duly set off the current year s CSR obligation against the surplus CSR expenditure carried forward from the prior year.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 ( Act ), is annexed to this report as Annexure I to this Report.

XVII. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD AS A

WHOLE:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

XVIII. AUDITORS OF THE COMPANY:

Statutory Auditors:

During the financial year under review, Mr. Sunil Karda, Chartered Accountant, Mumbai, who was appointed as the Statutory Auditor of the Company for a term of five years from the conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting, tendered his resignation with effect from 14th August 2024 due to pre-occupation.

To fill the casual vacancy arising from the said resignation, the Board of Directors, at its meeting held on 21st August 2024, appointed M/s. Satyanarayan Goyal & Co LLP, Chartered Accountants, as Statutory Auditors of the Company, to hold office until the conclusion of the ensuing Annual General Meeting, in accordance with the provisions of Section 139(8) of the Companies Act, 2013.

Subsequently, based on the recommendation of the Audit Committee and subject to approval of shareholders, the Board has appointed M/s. Satyanarayan Goyal & Co LLP as Statutory Auditors for a further term of five consecutive years, commencing from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting.

Observations of Statutory auditors on accounts for the year ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

Maintenance of Cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

XIX. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal except an Order Passed by Income Tax Department under Section 147 read with section 144B of the Income Tax Act 1961, pertaining to the financial year 2019 20. Pursuant to the said order, the Assessing Officer has made an addition of 15,00,00,000 (Rupees Fifteen Crore Only) to the total income of the Company, thereby revising the assessed income to 23,29,75,470 (Rupees Twenty-Three Crore Twenty-Nine Lakh Seventy-Five Thousand Four Hundred Seventy Only).

Further, penalty proceedings under Section 271AAC (1) have been initiated, and the tax liability has been computed under the provisions of Section 115BBE of the Income Tax Act, 1961.

The Company has filed an appeal against the said order before the appropriate appellate authority. The matter is currently pending adjudication, and the Company is pursuing all available legal remedies in accordance with applicable law. The above order does not have any material impact on the Company s ability to continue as a going concern.

Risk Management Policy:

The Company has a risk management framework in place for identification and management of risks including to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Directors Responsibility Statement:

The Board of Directors of the Company, to the best of their knowledge and belief, confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and 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

Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024- 2025.

Particulars	Number
Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the year	Nil
Number of cases pending as on the end of the financial year	Nil
Number of cases pending for a period exceeding 90 days	Nil

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution.

Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards on Board and General Meetings issued by the Institute of Company Secretaries of India.

Website:

The Company has a website addressed as www.sunshinepictures.in. The Company ensures that the contents of this website are periodically updated.

XX. ACKNOWLEDGEMENTS:

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - customers, suppliers, business associates, banks, regulatory and Governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank all the shareholders for their sustained confidence and their employees for their dedicated services.

For and on behalf of the Board of Directors For SUNSHINE PICTURES LIMITED

(Formerly Known as Sunshine Pictures Private Limited)

s/d	s/d
VIPUL AMRUTLAL SHAH	SHEFALI VIPUL SHAH
(MANAGING DIRECTOR)	(WHOLE TIME DIRECTOR)
DIN: 00675495	DIN: 01367101
Place: Mumbai
Date: 21.07.2025