Directors Report of Sunil Agro Foods Ltd.

Mar 31, 2025

Your Board of Directors has pleasure in presenting the Thirty Seventh (37th) Annual Report together with the
Audited Financial Statements for the financial year ended 31st March, 2025 together with the Independent
Auditor’s Report.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Total Income	23,096.14	22,904.85
Less: Expenditure	22,750.97	22,279.95
Profit before Interest and Depreciation	345.17	624.90
Less: Interest	323.53	341.91
Less: Depreciation	165.86	168.02
Profit /Loss Before Taxation	(144.22)	114.97
Less: Provision for Taxation	(34.80)	27.39
Profit /Loss After Taxation	(109.43)	87.58
Less: Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.42	5.13
Items that will be reclassified to profit or loss	(0.65)	6.17
Total Comprehensive Income	(109.66)	98.88

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

During the financial year, the Company navigated a challenging environment marked by price volatility and
policy constraints, particularly affecting wheat procurement and receivables. Despite these headwinds, the
Company reported stable factory operations, expanded its production capacity, and grew its customer
base, including new institutional clients and retail market penetration.

Strategic shifts—such as the emphasis on consumer-pack sales, hiring in key markets, and risk
management through forward contracts—helped mitigate adverse impacts, resulting in a significant
increase in sales of Maida and bakery specialty products. The Company also progressed on its
modernization and expansion plans, while maintaining prudent financial and credit practices.

Although profitability was affected by rising input costs, higher interest, and depreciation charges,
management remains optimistic. Ongoing efforts, including a potential joint venture for the Whitefield
property and likely solution to the long pending recovery from Maiyas Beverage and Foods Pvt. Ltd.,
reflect a forward-looking approach aimed at long-term growth. The Company remains committed to
operational efficiency, strategic growth, and navigating market uncertainties with resilience.

3. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, Compliance with
Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of
Regulation 46(2) and Para C, D and E of Schedule V shall not apply to listed entities having Paid-up
Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the
last date of previous financial year.

The Company falling under the specified limits of the above Regulation, requirement of giving Corporate
Governance Report in Annual Report as per the Para C of the Schedule V is exempted to the Company
and hence not required to be prepared.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry outlook and developments:

The Shareholders are aware that the food processing industry in India is large and is growing
exponentially. Being in high growth sector, the opportunities for development of this business are
very high. The Government of India has been instrumental in the growth and development of the
food processing industry. The Government through the Ministry of Food Processing Industries
(MoFPI) is infusing all efforts to encourage investments in the business. This sector is among the
few that serves as a vital link between the agriculture and industrial segments of the economy. A
thrust to the food processing sector implies significant development of the agriculture sector and
ensures value addition to it.

b. Business Overview:

The Company has achieved a turnover of Rs. 23,096.14 Lakhs (previous year Rs. 22,904.85 Lakhs)
for the financial year ended 31.03.2025 with a net loss of Rs. -109.43 Lakhs (previous year Profit Rs.
87.58 Lakhs).

_c. Opportunities: Your Company’s production capacity increased from 250 tonnes to 400 tonnes per
day thereby resulting in increase in productivity, quality and acceptance in the market. There is bulk
supply of whole wheat flour in silos in tankers to various suppliers.

d. Outlook: Your Company will take all steps to improve the business and enhance the value add to all
the stakeholders

_e. Internal Control System:

The Company has an effective control system to commensurate with its operations. The Company
has internal audit system through outside agency with qualified Chartered Accountant, carries out the
audit based on a planned program. The audit also reviews the adequacy and effectiveness of the
internal control system and the follow up action taken pursuant to audit observation.

f. Human Resource Development:

The Company conducts regular training programs both internally and externally for Employees at all
levels to improve the skills and overall development. Employees’ relations at all the levels continue to
remain cordial.

5. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred, affecting the financial position of the
Company between 31st March, 2024 and the date on which this report has been signed.

6. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8
(ii) of the Companies (Accounts) Rules, 2014.

7. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31st March, 2025 till the signing of this Report.

8. DIVIDEND:

Your Directors regret inability to recommend any dividend for the year under review.

9. AMOUNT TRANSFERRED TO RESERVES:

During the financial year the Company has not transferred any amount to the Reserves.

10. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31st March, 2025 was Rs. 3,50,00,000
(Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs) Equity Shares of Rs.
10 (Rupees Ten Only) each.

The Paid up Equity Share Capital of the Company as on 31st March, 2025 was Rs. 3,00,29,000 /-
(Rupees Three Crores Twenty Nine Thousand Only) divided into 30,02,900 (Thirty Lakhs Two
Thousand Nine Hundred) Equity Shares of Rs. 10 /- (Rupees Ten Only) each.

During the financial year under review, the Company has not issued shares with differential voting
rights nor granted Stock Options nor Sweat Equity.

11. CAPITAL INVESTMENTS:

Capital Investments during the Financial year 2024-25 was at Rs. 29.23 Lakhs (Net of capital work-in¬
progress and capital advances).

12. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act
read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

13. RISK MANAGEMENT:

The Company has formulated a Risk Management Policy and a mechanism to inform the Board about
risk assessment and mitigation procedures. The Company also undertakes periodical review to ensure
that executive management controls risks by means of a properly designed framework.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for vigil mechanism pursuant to the provisions of Sections
177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 which is available on website of the
Company at http://sunilagro.in/wp-content/uploads/2019/08/whistle-blower-policy.pdf and there were no
cases reported during last year.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES:

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

16. INTERNAL FINANCIAL CONTROL:

The Company continued to maintain high standards of internal control designed to provide adequate
assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of
the internal control across various activities, as well as compliance with laid-down systems and policies
are comprehensively and frequently monitored by your Company’s management at all levels of the
organization. The Audit Committee, which meets at-least four times a year, actively reviews internal
control systems as well as financial disclosures with adequate participation, inputs from the Statutory,
Internal and Corporate Secretarial Auditors

17. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Annual Return in MGT-7 is placed on the website of the
Company i.e., www.sunilagro.in.

18. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the
provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for
repayment on or before 31st March, 2025.

19. OPPORTUNITIES, CHALLENGES AND CONCERNS:

Opportunities are being looked into for undertaking any commercial activities.

Sr. No	Particulars	Amount in Rupees
1.	Deposits Accepted during the year	Nil
2.	Remained unpaid or unclaimed as at the end of the year	Nil
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	Nil
4.	The details of deposits which are not in compliance with the requirements of Chapter	Nil

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Akshat Jain (DIN: 08424334), Director, retires by rotation at the forthcoming Annual General
Meeting and is eligible for re appointment.

The following is the composition of the Board of Directors and Key Managerial Personnel as on 31st

Marrh 9CI9F;

|Sl.No.	Particulars	Designation	DIN/PAN
1	Mr. Nikhil A Murthy	Non-Executive Independent Director - Chairman	07472751
2	Mr. B Shantilal	Managing Director	00719808
3	Mr. Pramod Kumar S	Chief Executive Officer and Director	00719828
4	Mrs. Sarika Bhandari	Non-Executive Independent Director	07140112
5	Ms. Manvi Jain	Non-Executive Director	10497934
6	Mr. Akshat Jain	Whole time Director	08424334
7	Mrs. Gayithri Shankarappa	Chief Financial Officer	AYSPG9226G
8	Mrs. Shaila A B	Company Secretary	AONPJ5364B

Mrs. Chandralika Sharma, resigned from the Office of Company Secretary on 30.05.2024. Mrs. Shaila
A B was appointed as the Company Secretary and Compliance Officer on 01.06.2024. Ms. Manvi Jain
and Mr. Nikhil A Murthy have been appointed as Non-Executive Director and Non-Executive
Independent Director respectively with effect from 01.04.2024 in the previous Annual General Meeting.

The Board placed on the record its appreciation for the services rendered by outgoing Directors.

22. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days
between two consecutive Meetings. During the period under review Four (4) Board Meetings were held
and the maximum time gap between 2 (two) meetings did not exceed one hundred and twenty days.
The details of the Board Meetings were held on 24th May, 2024, 12th August, 2024, 13th November,
2024 and 07th February, 2025.

Details of the attendance at Board Meetings and at the AGM held during the year are as follows:

Name of the Director	Board Meetings details		Attendance at Last AGM on 23.08.2023
	Held	Attended
Mr. Nikhil A Murthy	4	4	Yes
Mr. Pramod Kumar S	4	4	Yes
Mr. B Shantilal	4	4	Yes
Ms. Manvi Jain	4	4	Yes
Mrs. Sarika Bhandari	4	4	Yes
Mr. Akshat Jain	4	4	Yes

23. BOARD COMMITTEES:

I. AUDIT COMMITTEE:

During the year under review, Four Meetings were held 24th May, 2024, 12th August, 2024, 13th November,
2024 and 07th February, 2025.

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mr. Nikhil A Murthy	Chairman	4	4
Mrs. Sarika Bhandari	Member	4	3
Mr. Pramod Kumar S	Member	4	4

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, Two Meetings were held on 24th May, 2024 and 07th February, 2025.

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mrs. Sarika Bhandari	Chairperson	2	2
Ms. Manvi Jain	Member	2	2
Mr. Nikhil A Murthy	Member	2	2

III. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

During the year under review, One Meeting was held on 07th February, 2025.

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mr. Nikhil A Murthy	Chairman	1	1
Mrs. Sarika Bhandari	Member	1	1
Ms. Manvi Jain	Member	1	1

IV FINANCE COMMITTEE:

During the year under review, no meetings of finance committee were held.

24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of
the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 (SEBI (LODR) Regulations, 2015). (Annexure I).

All the Independent Directors have confirmed that they continue to meet the criteria of independence as
prescribed under Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Specifically, none of them serve as a Non-Independent Director on the board of any
other company where a Non-Independent Director of the Company is serving as an Independent Director.

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(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;

(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; and

(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

26. INDUSTRIAL RELATIONS:

The industrial relations of the Company have been cordial.

27. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the

Companies Act 2013 for the Financial Year 2024-25 in the prescribed format, AOC 2 is enclosed as

Annexure - II as a part of this Annual Report.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY

PROVIDED BY THE COMPANY:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with

the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Sr. No	Particulars	Yes	No
1.	Whether any loan, guarantee is given by the company or securities of any other body corporate purchased?		/
2.	Whether the Company falls in the category provided under section 186(11)?		/
3.	Are there any reportable transactions on which section 186 applies? (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account)		?
4.	Brief details as to why transaction is not reportable	No loan or guarantee given. Investments made are within prescribed limits and not reportable under Section 186.

However, the Company has made current/non-current investments amounting to ?29.23 lakhs/-.

29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND PARTICULARS OF EMPLOYEES:

There are no Directors/Employees who were in receipt of the remuneration as prescribed under Section
197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial
Personnel Rules, 2014 during the year under review and hence annexure required under the said Section
is not attached.

Remuneration Policy

The Company’s policy relating to appointment of directors, payment of managerial remuneration, directors’
qualifications, positive attributes, independence of directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 is placed on the website of the Company at
https://sunilagro.in/wp-content/uploads/2019/08/nomination-and-remuneration-policy.pdf

30. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 07th February, 2025 during the year to review the
performance of Non-Independent Directors and the Board as a whole, to review the performance of the
Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing
Regulations. The Independent Directors have also declared their independence.

³¹ ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and
individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based
on criteria such as Board structure and composition, formation and delegation of responsibilities to
Committees, Board processes and their effectiveness, degree of effective communication with the
stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the
Committee members based on criteria such as Committee composition, structure, effectiveness of
Committee Meetings.

Independent Directors of the Company provided their views on performance of Non-Independent Directors,
and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled
the independence criteria as specified in SEBI Listing Regulations and their independence from the
management.

32. AUDITORS:

Messrs G R V & P K, Chartered Accountants, Bangalore (Firm Registration No. 008099S) were appointed,
in the Annual General Meeting held on 23rd August, 2022, for a consecutive term of five years from the
conclusion of 34th Annual General Meeting till the Conclusion of 39th Annual General Meeting.
Remuneration Details (2023-24): In Dc

(a) Statutory Audit Fee	2,20,000
(b) Taxation Fee	85,000
(c) Out of Pocket Expenses	6,924
(d) GST on fees	Nil
Total	3,11,924

Qualifications in the Audit Report:

The Company has not made provisions for Bad debt of Rs. 97.57 lakhs (PY Rs.97.57 lakhs) in case of one
debtor Maiyas Beverage and Foods Private Limited which was referred to NCLT under Indian Bankruptcy
Code and NCLT has passed the order on 10th May, 2019. As per NCLT order only 15.14% amount is
payable to all the Sundry Creditors of Maiyas Beverage and Foods Private Limited. The Company''s total
outstanding against Maiyas Beverage and Foods Private Limited at the time of referral to NCLT stood at
Rs. 114.97 lakhs (PY Rs. 114.97 lakhs). Due to this the Company''s loss is understated and Sundry debtors
are overstated by Rs. 97.57 lakhs (PY Rs. 97.57 lakhs).

Board’s Response:

It is understood that certain creditors of Maiyas Beverages and Foods Private Limited have preferred
appeals against the order dated 10th May, 2019 of the National Company Law Tribunal, Bangalore Bench
before the National Company Law Appellate Tribunal, New Delhi, which have been admitted. Since the
aforesaid order has not been implemented, the Company has deemed it fit not to make any provisions.

33. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.
Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Auditor is annexed as Annexure - III to this Report.

34. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or Subsidiary Company.

35. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of
Remuneration to each Director to the median employee’s remuneration is annexed as Annexure - IV to
this report.

Further, the statement showing details in respect of employees of the Company are given in the Annexure
- IV forming part of the Report.

36. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the Financial year 2024-25 to BSE
Limited where the Company’s Shares are listed.

37. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING
CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the year under review which impacts
going concern status of the Company.

38. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy:

1. Energy Conservation measures taken:

The Company has a system to monitor consumption of energy and all efforts for conservation of energy
wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric
tubes have been installed to save energy. The Company has also installed energy efficient meters
controlling waste of power.

2. Additional investments and proposal being implemented for reduction and consumption of energy and
the impact of the same in the cost of production of goods.

3. Energy Audit done

Investment was made in machinery designed for low energy consumption and such machinery was in
operation in the period under review.

(B) Technology Absorption:

The Company is committed to maintaining its standard and high quality of its production and is
constantly engaged in efforts to confer to the guaranteed customer satisfaction.

(C) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange Earnings and Outgo in the Company during the year under review.

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

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. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the financial
year 2024-25:

Number of sexual harassment complaints received during the year:	NIL
Number of such complaints disposed of during the year:	NIL
Number of cases pending for a period exceeding ninety days:	NIL

40. INVESTORS’ EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
Dividends are required to be transferred by the Company to the IEPF, established by the Government of
India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend
has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be
transferred to the Demat account of the IEPF Authority.

During the year under review there were unclaimed dividend relating to the Financial year 2021-22 which is
required to be transferred to IEPF account.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other
sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and Annual General Meetings.

43. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under Sub-Section (1) of Section
148 of the Companies Act, 2013, is not applicable to the Company.

44. CODE OF CONDUCT:

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors
and Senior Management personnel. This code is a comprehensive code applicable to all Directors,
Executive as well as Non - executive and members of the Senior Management. The Code has been
circulated to all the members of the Board and Senior Management Personnel and compliance of the same
has been affirmed by them. A declaration given by the Managing Director is attached as Annexure-V of the
Board’s Report.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

46. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial Standards-4 in case the Company has revised its financial statement or the Report
in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a
judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well
as in the Report of the relevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company took place in any of the three preceding
financial years under consideration.

47. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

48. CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for the securities during the year.
Therefore, the said clause is not applicable to the Company.

49. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:

There are Nil employees who are coming under the requirements of availing the benefits of the Maternity
Benefit Act 1961 during the year. However, the Company has made all the arrangements required to be
provided to the employees who need the Maternity Benefit Act, 1961.

50. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Sl. No.	Employees	Number
1	Female	12
2	Male	86
3	Transgender	0

51. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels,
active support and encouragement received from the Government of India, Government of Karnataka,
Company’s Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully
acknowledge with a firm belief that the support and trust will continue in the future also.

Place: Bengaluru For and on behalf of the Board of Directors

Date: 29.05.2025 Sunil Agro Foods Limited

Shantilal Bansilal Pramod Kumar S

Managing Director Chief Executive

DIN: 00719808 Officer & Director

No.10, Kamal Nivas, DIN: 00719828

Srikantaiah Layout No.10, Kamal Nivas,

Crescent Cross Road Srikantaiah Layout

Bengaluru - 560 001 Crescent Cross Road

Bengaluru - 560 001

---

Mar 31, 2024

Your Board of Directors has pleasure in presenting the Thirty Sixth (36^th) Annual Report together with the Audited Financial Statements for the financial year ended 31^stMarch, 2024 together with the Independent Auditor''s Report.

^{1 FINANCIAL RESULTS}: (Rs. in Lakhs)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Total Income	22,904.85	21,008.99
Less: Expenditure	22782.81	20899.91
Profit before Interest and Depreciation	114.97	107.78
Less: Interest	341.91	306.46
Less: Depreciation	168.02	169.52
Profit Before Taxation	114.97	107.78
Less: Provision for Taxation	37.29	18.74
Profit After Taxation	87.58	89.04
Less: Other Comprehensive Income
Items that will not be reclassified to profit or loss	5.31	4.83
Items that will be reclassified to profit or loss	6.17	3.98
Total Comprehensive Income	98.88	97.85

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

Your Company continued to perform well during the year. The Company has been awarded the best copacking facility in India. Overall business improved satisfactorily with the Chakki Atta volume going up. During the year under review, the highest volatility has been seen in wheat prices because of the Ukraine war, resulting in scarcity of wheat and high prices. Due to decrease in exports, the price of wheat increased by Rs.35/kg from Rs.25/kg. However, subsequently the Government brought down the prices from Rs.35/kg to Rs.25/kg. The Company has associated General Mills for business with launch of manufacturing of rava. In this regard, the rava business has not turned up as expected. Further, the Company is working with General Mills to develop other business portfolios.

The Shareholders may note that there is increase in the revenue from Sales and Services to Rs. 22,904.85 Lakhs in the current year as compared to Rs. 21,008.99 Lakhs in the previous year due to reasons as mentioned above. Profit has decreased to Rs. 87.58 Lakhs in the current year compared to Rs. 89.04 Lakhs in the previous year.

Your Company has been facing competition from other players in the same space. Immense experience of the operating team at the factory helped the Company to achieve better performance. Rationalization of various inputs, expenditures and other resource allocation has been continuously followed.

3. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

The Company falling under the specified limits of the above Regulation, requirement of giving Corporate Governance Report in Annual Report as per the Para C of the Schedule V is exempted to the Company and hence not required to be prepared.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry outlook and developments:

The Shareholders are aware that the food processing industry in India is large and is growing exponentially. Being in high growth sector, the opportunities for development of this business are very high. The Government of India has been instrumental in the growth and development of the food processing industry. The Government through the Ministry of Food Processing Industries (MoFPI) is infusing all efforts to encourage investments in the business. This sector is among the few that serves as a vital link between the agriculture and industrial segments of the economy. A thrust to the food processing sector implies significant development of the agriculture sector and ensures value addition to it.

b. Business Overview:

The Company has achieved a turnover of Rs. 22,904.85/- Lakhs (previous year Rs. 21,008.99 /- Lakhs) for the financial year ended 31.03.2024 with a net profit of Rs. 87.58/- Lakhs (previous year Rs. 89.04 /-Lakhs).

c. Opportunities: Your Company''s production capacity increased from 150 to 250 tonnes per day thereby resulting in increase in productivity, quality and acceptance in the market. There is bulk supply of whole wheat flour in silos in tankers to various suppliers.

d. Outlook: Your Company will take all steps to improve the business and enhance the value add to all the stakeholders.

e. Internal Control System:

The Company has an effective control system to commensurate with its operations. The Company has internal audit system through outside agency with qualified Chartered Accountant, carries out the audit based on a planned program. The audit also reviews the adequacy and effectiveness of the internal control system and the follow up action taken pursuant to audit observation.

f. Human Resource Development:

The Company conducts regular training programs both internally and externally for Employees at all levels to improve the skills and overall development. Employees'' relations at all the levels continue to remain cordial.

5. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31^st March, 2024 and the date on which this report has been signed.

6. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

7. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31^st March, 2024 till the signing of this Report.

8. DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

9. AMOUNT TRANSFERRED TO RESERVES:

During the financial year the Company has not transferred any amount to the Reserves.

10. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 3,50,00,000 /- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs) Equity Shares of Rs. 10 /- (Rupees Ten Only) each.

The Paid up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 3,00,29,000 /- (Rupees Three Crores Twenty Nine Thousand Only) divided into 30,02,900 (Thirty Lakhs Two Thousand Nine Hundred) Equity Shares of Rs. 10 /- (Rupees Ten Only) each.

During the financial year under review, the Company has not issued shares with differential voting rights nor granted Stock Options nor Sweat Equity.

11. CAPITAL INVESTMENTS:

Capital Investments during the Financial year 2023-24 was at Rs. 30.06 Lakhs (Net of capital work-inprogress and capital advances).

12. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

13. RISK MANAGEMENT:

The Company has formulated a Risk Management Policy and a mechanism to inform the Board about risk assessment and mitigation procedures. The Company also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for vigil mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which is available on website of the Company at http://sunilagro.in/wp-content/uploads/2019/08/whistle-blower-policy.pdf and there were no cases reported during last year.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

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

16. INTERNAL FINANCIAL CONTROL:

The Company continued to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company''s management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

17. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT-7 is placed on the website of the Company i.e., www.sunilagro.in.

18. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31^st March, 2024.

19. OPPORTUNITIES, CHALLENGES AND CONCERNS:

Opportunities are being looked into for undertaking any commercial activities.

20. PUBLIC DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pramod Kumar S (DIN: 00719828) Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re appointment.

The following is the composition of the Board of Directors and Key Managerial Personnel as on 31^st March, 2024:

Sl.No.	Particulars	Designation	DIN/PAN
1	Mr. Venkataramanasanjeev	Non-Executive Independent Director	00085805
	Alampalli Murthy	- Chairman
2	Mr. B Shantilal	Managing Director	00719808
3	Mr. Pramod Kumar S	Chief Executive Officer and Director	00719828
4	Mrs. Sarika Bhandari	Non-Executive Independent Director	07140112
5	Mrs. Pinky Jain	Non-Executive Director	03636974
6	Mr. Akshat Jain	Whole time Director	08424334
7	Mrs. Gayithri Shankarappa	Chief Financial Officer	AYSPG9226G
8	Mrs. Chandralika Sharma	Company Secretary	CMQPS9685F

Ms. Anchal Sethia resigned from the Office of Company Secretary on 30.04.2023. Mrs. Chandralika Sharma was appointed as the Company Secretary and Compliance Officer on 27.05.2023. Ms. Manvi Jain and Mr. Nikhil Murthy who have been appointed as Non-Executive Additional Director and Non-Executive Independent Director with effect from 01.04.2024 are proposed to be appointed as Non-Executive Director and Non-Executive Independent Director respectively in the ensuing Annual General Meeting.

Further, Mr. Venkataramanasanjeev Alampalli Murthy ceased to be Independent Director as second term as an Independent Director ended on 31st March, 2024 and Mrs. Pinky Jain ceased to be Director w.e.f closing of business hours of 31st March, 2024 of the Company due to resignation.

The Board placed on the record its appreciation for the services rendered by outgoing Directors.

22. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the period under review Six (6) Board Meetings were held and the maximum time gap between 2 (two) meetings did not exceed one hundred and twenty days. The details of the Board Meetings were held on 27^th May, 2023, 10^th August, 2023, 30^th September, 2023, 10^th November, 2023, 12^th February, 2024 and 29^th March,2024.

Details of the attendance at Board Meetings and at the AGM held during the year are as follows:

Name of the Director	Board Meetings details		Attendance at
	Held	Attended	Last AGM on 23.08.2023
Mr. AVS Murthy	6	6	Yes
Mr. Pramod Kumar S	6	6	Yes
Mr. B Shantilal	6	5	Yes
Mrs. Pinky Jain	6	6	Yes
Mrs. Sarika Bhandari	6	4	Yes
Mr. Akshat Jain	6	6	Yes

23. BOARD COMMITTEES:

I. AUDIT COMMITTEE:

During the year under review, Four Meetings were held on 27^th May, 2023, 10^th August, 2023, 10^th November, 2023 and 12^th February 2024

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mr. AVS Murthy	Chairman	4	4
Mrs. Sarika Bhandari	Member	4	3
Mr. Pramod Kumar S	Member	4	4

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, Three Meetings were held on 27^th May, 2023, 12^th February, 2024 and 29^th March, 2024.

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mrs. Sarika Bhandari	Chairperson	3	3
Mrs. Pinky Jain	Member	3	3
Mr. AVS Murthy	Member	3	3

III. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

During the year under review, One Meeting was held on 12^th February, 2024

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mr. AVS Murthy	Chairman	1	1
Mrs. Sarika Bhandari	Member	1	1
Mrs. Pinky Jain	Member	1	1

IV FINANCE COMMITTEE:

During the year under review, Two Meetings were held on 17^th May, 2023 and 30^th December, 2023.

Name of the Member	Nature of Membership	No. of Meetings held	Attendance
Mr. Pramod Kumar S	Chairman	2	2
Mrs. Sarika Bhandari	Member	2	2
Mr. B. Shantilal	Member	2	2

24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of

the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the

Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 (SEBI (LODR) Regulations, 2015). (Annexure I).

All the Independent Directors have also confirmed under Regulation 16(b) of SEBI (LODR) Regulations,

2015 that they are not Non-Independent Director of another Company on the Board of which any NonIndependent Director of the listed entity is an Independent Director.

25. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(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;

(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; and

(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.

26. INDUSTRIAL RELATIONS:

The industrial relations of the Company have been cordial.

27. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-24 in the prescribed format, AOC 2 is enclosed as Annexure - II as a part of this Annual Report.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Current/Non-Current Investments: Rs. 30.06 lakhs/-.

The Company has neither given any loan nor issued any guarantees in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

There are no Directors/Employees who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 during the year under review and hence annexure required under the said Section is not attached.

Remuneration Policy

The Company''s policy relating to appointment of directors, payment of managerial remuneration, directors'' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company at https://sunilagro.in/wp-content/uploads/2019/08/nomination-and-remuneration-policy.pdf

30. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 12^th February, 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

31. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as Board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, degree of effective communication with the stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as Committee composition, structure, effectiveness of Committee Meetings.

Independent Directors of the Company provided their views on performance of Non-Independent Directors, and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled the independence criteria as specified in SEBI Listing Regulations and their independence from the management.

32. AUDITORS:

Messrs G R V & P K, Chartered Accountants, Bangalore (Firm Registration No. 008099S) were appointed, in the Annual General Meeting held on 23^rd August, 2022, for a consecutive term of five years from the conclusion of 34^th Annual General Meeting till the Conclusion of 39^th Annual General Meeting.

Statutory Audit	2,65,000
Taxation Audit Fee	75,000
Limited Review Fee	45,000
Others	52,810
Total	4,37,810

Qualifications in the Audit Report:

The Company has not made provisions for Bad debt of Rs. 97,56,685/-/ (PY Rs.97,56,685/-) in case of one debtor Maiyas Beverage and Foods Private Limited which was referred to NCLT under Indian Bankruptcy Code and NCLT has passed the order on 10^thMay, 2019. As per NCLT order only 15.14%amount is payable to all the Sundry Creditors of Maiyas Beverage and Foods Private Limited. The Company''s total outstanding against Maiyas Beverage and Foods Private Limited at the time of referral to NCLT stood at Rs. 1,14,97,390/-(PY Rs. 1,14,97,390/-). Due to this the Company''s profit and Sundry debtors are overstated by Rs. 97,56,685/- (PY Rs. 97,56,685/-).

Board''s Response:

It is understood that certain creditors of Maiyas Beverages and Foods Private Limited have preferred appeals against the order dated 10^th May, 2019 of the National Company Law Tribunal, Bangalore Bench before the National Company Law Appellate Tribunal, New Delhi, which have been admitted. Since the aforesaid order has not been implemented, the Company has deemed it fit not to make any provisions.

33. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure - III to this Report.

34. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or Subsidiary Company.

35. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration is annexed as Annexure - IV to this report.

Further, the statement showing details in respect of employees of the Company are given in the Annexure -IV forming part of the Report.

36. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the Financial year 2023-24 to BSE Limited where the Company''s Shares are listed.

37. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the year under review which impacts going concern status of the Company.

38. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy:

1. Energy Conservation measures taken:

The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric

tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power.

2. Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods.

3. Energy Audit done

Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.

(B) Technology Absorption:

The Company is committed to maintaining its standard and high quality of its production and is constantly engaged in efforts to confer to the guaranteed customer satisfaction.

(C) Foreign Exchange Earnings and Outgo:

There were no Foreign Exchange Earnings and Outgo in the Company during the year under review.

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

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the financial year 2023-24:

No of complaints received : NIL No of complaints disposed : NIL No. of complaints pending : NIL

40. INVESTORS'' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review there were unclaimed dividend relating to the Financial year 2016-17 which is required to be transferred to IEPF account.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

43. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

44. CODE OF CONDUCT:

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been

affirmed by them. A declaration given by the Managing Director is attached as Annexure-V of the Board''s Report.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

46. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial Standards-4 in case the Company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company took place in any of the three preceding financial years under consideration.

47. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

48. CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

49. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Karnataka, Company''s Bankers, Customers, Principals, Business Associates and otherAcquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

Place : Bangalore For and on behalf of the Board of Directors

Date : 24-05-2024 Sunil Agro Foods Limited

Shantilal Bansilal Pramod Kumar S

Managing Director Chief Executive

DIN: 00719808 Officer & Director

No.10, Kamal Nivas, DIN: 00719828

Srikantaiah Layout No.10, Kamal Nivas,

Crescent Cross Road Srikantaiah Layout

Bengaluru - 560 001 Crescent Cross Road

Bengaluru - 560 001

---

Mar 31, 2015

Dear Members,

The Board of Directors has pleasure in presenting the 27th Annual Report and Audited Statement of Accounts for the period ended 31 st March, 2015 together with the Independent Auditors' Report.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 01.04.2014 01.04.2013 to to 31.03.2015 31.03.2014

Sales & Service 10548.02 13659.21

Profit before depreciation,

tax & financial charges 357.76 376.70

Less: Depreciation 98.10 79.22

Less: Finance Charges 158.95 147.30

Less: Provision for taxation

(net of deferred tax) 16.23 42.88

Profit After Taxation 84.47 107.30

Add: Profit & Loss account

Balance b/f 586.43 514.27

Less: Depreciation on assets 34.38 -

Profit available for Appropriation 636.52 621.56

Appropriation:

Amount transferred to

General Reserve - -

Proposed Dividend & Tax

thereon 18.02 35.13

Balance in Profit & Loss -

Account 618.50 586.43

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company continued to perform under certain challenges and hurdles. Overall revenue dropped to some extent; however profitability was maintained. Higher depreciation as per the requirements of the Companies Act, 2013, was provided for.

The Company has undertaken expansion program which is expected to be completed by this year end and other avenues of business are being explored. The major concern will be on the closure of all noodle factories in India and Nestle (FSSAI) has been one of the major customers of the Company wherein the business has stopped.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There was no material event reported subsequent to the date of financial statements.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

5. DIVIDEND:

Your Directors are pleased to recommend dividend of Re 0.50 per Equity Shares of the face value Rs 10/- (5%) which is provided for in the accounts absorbing a sum of Rs 15,01,450/- if approved by the members in the ensuing Annual General Meeting.

6. RESERVE:

The Board has not proposed to transfer any amount to its reserves.

7. SHARE CAPITAL:

The paid up Equity Share capital as on 31st March, 2015 was Rs. 300.29 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

8. PERFORMANCE OF THE COMPANY:

The Company continued to operate with an optimum mix of different resources. Business with General Means continued during the year under review. Timely refurbishing of accessories continued. Emergence of competition in the recent past is a cause of concern to your Company.

9. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

10. RISK MANAGEMENT:

The Company has formulated a Risk Management Policy and a mechanism to inform the Board about risk assessment and mitigation procedures. Also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for vigil mechanism which is available on website of the Company and there were no cases reported during last Period.

http://www.sunilagro.in/sunil-agro-foods-whistle- blower-policy

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

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

13. DIRECTORS AND KMP:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B Shantilal, Managing Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

During the period Ms. Gayithri Sharikarappa has been appointed as Chief Financial Officer of the Company w.e.f. 26th May, 2014.

The Company is yet to appoint Company Secretary and efforts are on towards this direction.

The Company has formed Nomination and Remuneration Committee as per the requirements of Companies Act, 2013

14. INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. A VS Murthy has been appointed as Independent Director of the Company w. e. f. from 10th September, 2014 to hold office for five consecutive years for a term up to 31st March, 2019.

Mr. Shailesh Siroya has been appointed as Independent Director of the Company w.e.f. from 27th January, 2015 for five consecutive years for a term up to 26th January, 2020 which appointment is placed before the Shareholders at the Annual General Meeting..

More details on terms of appointment of Independent Directors can be viewed on website of the Company at:

http://www.sunilagro.in

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the period under review 4 Board Meetings we held on 26th May 2014, 30th July 2014,14th November 2014 and 27th January 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

16. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has established an annual performance evaluation of its own performance and the Individual Directors performance. The manner of evaluation has been explained in the Corporate Governance Report.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(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.

18. INTERNAL FINANCIAL CONTROL:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual return in MGT-9 attached as a part of this Annual Report.

20. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31 st March, 2015.

21. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.

22. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEENTHE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Period and the Date of the Report, which affect the financial position of the Company.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken:

Secured Loans: Rs. 13,12,44,128/-

Unsecured Loans: Rs. 65,70,316/-

Current/Non-Current Investments: Rs. 51,07,577/-

Guarantees: Nil

Securities Extended: Secured by the certain immovable properties of the Company, hypothecation by way of first charge on company's stock, book debts, plant and machinery and vehicles.

24. AUDITORS:

The Auditors, Messrs MSSV & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein.

25. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed to this Report.

Explanations by the Board on the comments of Secretarial Auditor:

a) Regarding non-appointment of Company Secretary - The Company has infused efforts to recruit qualified Company Secretary; however, no suitable candidate could be recruited. One candidate who was given offer did not report for duty.

b) Regarding delay in filing returns with Stock Exchange - The delay occurred when the physical copies sent through courier were lost.

26. EXPLANATION BY BOARD ON THE COMMENTS

BY AUDITORS:

Auditors' Comment:

As per Accounting Policy number 2.8, the Company has valued the investment at cost. As on March 31, 2015 there is a fall in the value of investments to the extent of Rs.30.07 lacks. The Company has created provision for fall in the value of investment only to the extent of Rs.0.91 lakhs in the earlier years. The impact of non-provision for the fall in the value of investment is

* Profit is overstated to the extent of Rs.29.16 lacks and investment are overstated to the same extent

Board's Response:

The temporary nature of fluctuations in the capital market is the reason for valuing the investments at cost. In view of the adequate reserves and surplus available in the books of the Company, the Board has decided that no provisions are required.

27. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details/Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this report.

28. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd where the Company's Shares are listed.

29. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors/Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

30. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

31. COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the composition of various Committees:

i) Composition of Audit Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

3. Mr. Pramodkumar S - Member

ii) Composition of Nomination and Remuneration Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

2. Ms. Pinky Jain - Member

iii) Composition of Stakeholders Relationship Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

2. Ms. Pinky Jain - Member

32. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy:

1. Energy Conservation measures taken:

The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric Tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power.

2. Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods.

3. Energy Audit done

Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.

B) Technology Absorption: -

The Company is committed to maintaining its standard and high quality of its production and ° is constantly engaged in efforts to confer to the guaranteed customer satisfaction.

33. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in the Annexure forming part of the Report.

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

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2014-15:

No of complaints received: NIL

No of complaints disposed: NIL

35. ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

By order of the board For SUNIL AGRO FOODS LIMITED

Place : Bangalore SHANTILALBANSILAL PRAMODKUMARS Date : 03-08-2015 Managing Director Executive Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited statements of accounts of the Company for the year ended 31st March, 2014. As notified by Mca Circular No. 1/19/2013-CL-V dated 04.04.2014, the Company has followed the Companies Act, 1956, in respect of the report.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Total Revenue 13659.21 10742.97

Profit before depreciation & tax 229.40 237.58

Less: Depreciation 79.22 70.13

Profit/(Loss) before tax 150.18 167.45

Less: Provision for tax 42.89 59.16

Profit/(Loss) after Tax 107.29 108.298

DIVIDEND :

With the surplus profit available with the Company, your Directors recommend Dividend of Re. 0.50 per Equity Shares of Rs. 10/- each (5%) on the fully paid up Equity Share Capital of the Company. The Dividend, if approved by the Shareholders at the ensuing Annual General Meeting shall absorb a sum of Rs. 15,01,450/- exclusive of Dividend Tax.

PERFORMANCE:

Your Company performed better during the year under report. A milestone of crossing Rs.100 Crores revenue was achieved during the year under report. This was made possible because of the following reasons:

Usage of refurbished machineries

Better rates of the wheat in Karnataka compared to other states and previous year.

Trading of wheat added to the turnover.

Increase in volume, higher revenue and better margin

Sustained Business with General Mills

Addition of new Customers.

Proposal to add new line (Additional infrastructure) to increase capacity and quality.

Continued investments on refurbishing of accessories

DIRECTORS:

Mr. AVS Murthy, Director, retires by rotation and being eligible, offer himself for re-appointment. In terms of the requirement of the new Companies Act, 2013, his appointment as Independent Director is proposed under Special Business.

Mrs. Pinky Jain, Non Independent Non Executive Director, retires by rotation as per the new Companies Act, 2013 and being eligible, offers herself for re-appointment.

AUDIT COMMITTEE:

During the year under report, the Audit Committee duly constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws and continued to discharge its functions.

AUDITORS:

Messrs MSSV & Co., Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS:

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, the Board is pleased to enclose the Secretarial Compliance Certificate for the year ended 31st March, 2014 as part of this Report.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

There were no employees drawing remuneration in excess of the limits prescribed under the above mentioned Section of the Act during the year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT:

Your Company has implemented various measures of Corporate Governance aiming to assist the Management of the Company and to meet the obligations to Shareholders and towards enhanced transparency.

A report on Corporate Governance is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period under report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with the generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements. The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company''s internal auditors conduct regular internal audits, which complement the internal controls. The Company''s Statutory Auditors Messrs. MSSV & Co., Chartered Accountants, Bangalore, have audited the financial statements in accordance with the generally accepted auditing standards and practices as indicated in their report.

Going Concern :

The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their gratitude to the customers, distributors, dealers, vendors, bankers and investors and employees for their continued and valued support.

By order of the board For SUNIL AGRO FOODS LIMITED

Place : Bangalore B. SHANTILAL PRAMOD KUMAR S Date : 30-07-2014 Managing Director Executive Director

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Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report and the audited statements of accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Revenue 7810.61 7657.25

Profit before depreciation & tax 166.45 106.90

Less: Depreciation 63.39 46.99

Profit/(Loss) before tax 103.06 59.91

Less: Provision for tax 29.73 15.17

Profit/(Loss) after Tax 73.33 44.74

Add: P & L A/c brought forward 332.65 287.91

Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 405.98 332.65

DIVIDEND :

Your Directors have decided to retain the profit to strengthen the Company's financial stability to compete with the global competition and regret the inability to recommend any dividend.

PERFORMANCE:

There is a slight increase in the revenue of the Company from Rs. 76.57 Crores to Rs. 78.10 Crores and the profit before tax has increased from Rs. 59.91 Lakhs to Rs. 103.06 Lakhs, thanks to more effective management of resources and careful purchases. Despite higher interest costs, the profit of the Company has been increased marginally. The quantity of production has been increased by 5.7% as compared to that of previous year.

Considering the needs, your Company has made investments on storage infrastructure and also undertook upgradation of facilities.

Your Company has proposed to invest into Capital Expenditures during the current year. The intent is to establish additional capacity on milling and other processing to be imported from Alapala, leading machinery manufacturer based in Turkey.

The overall project cost is expected to be around Rs. 200 Lakhs.

DIRECTORS :

Mr. AVS Murthy and Mrs. Pinky Jain, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Pramodkumar S, Executive Director of the Company, whose term will expire on 31st October, 2012 is proposed to be re-appointed as Executive Director for a period of 3 years from 1st November, 2012 to 31st October, 2015.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co., Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS :

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There were no employees drawing remuneration in excess of the limits prescribed under the above mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

INDUSTRIAL RELATIONS :

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with the generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company's internal auditors conduct regular internal audits, which complement the internal controls. The Company's Statutory Auditors' Messrs. MSSV & Co, Chartered Accountants, Bangalore, have audited the financial statements in accordance with the generally accepted auditing standards and practices as indicated in their report.

GOING CONCERN :

The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Board wishes to thank' HDFC Bank Limited, for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.

By order of the board

For SUNIL AGRO FOODS LIMITED

Place: Bangalore B. SHANTILAL PRAMODKUMAR S

Date: 30-7-2012 Managing Director Executive Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the TWENTY THIRD Annual Report and the Audited Statements of accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS : (Rs. in Lacs) Particulars Year ended Year ended 31-03-2011 31-03-2010 Sales 7489.87 6928.73

Other income 167.37 174.95

Profit before depreciation & tax 106.90 98.13

Less: Depreciation 46.99 44.35

Profit/(Loss) before tax 59.92 53.78 Less: Provision for tax 11.00 9.00

Profit/(Loss) after Tax 44.74 50.25

Add: P&LA/c brought forward 287.17 236.92 Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 332.65 287.17

DIVIDEND :

In view of the inadequate profits earned, your Directors regret the inability to recommend any dividend.

PERFORMANCE :

Your Company achieved higher revenue of Rs. 74.90 Crores during the year as against Rs. 69.29 Crores in the previous year. Healthy operating profit of Rs. 59.92 lakhs was made possible with better management of resources and with stabilized input cost. Your Directors hope to maintain the profit trend barring unforeseen circumstances.

During the year the Company did job work to General Mills India Private Limited, ITC Foods Limited and some quantity to Britannia Industries Ltd.

DIRECTORS :

Mr. Pramodkumar S and Mr. Shailesh Siroya, Directors, retire by rotation and being eligible, offer themselves for re-appointment. Mr. Sunil Jain stepped down from the office of Director during the year under report. Ms. Pinky Jain was inducted as Non-independent, Non-Exective Director in place thereof.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co, Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS :

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment,

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing remuneration in excess of the limits prescribed under the above- mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Secretarial Compliance Certificate in accordance with the Companies (Amendment) Act, under Section 383A read with Notification No. G.S.R. II(E), dated 5-1-2009 issued by Ministry of Corporate Affairs, forming part of this report is given in Annexure.

INDUSTRIAL RELATIONS :

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying Financial Statements by taking all reasonable steps to ensure that: These statements have been prepared in conformity with the generally accepted accounting principles and appropriate Accounting Standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company's Internal Auditors conduct regular internal audits, which complement the internal controls.

The Company's Statutory Auditors, Messrs MSSV & Co, Chartered Accountants, Bangalore, have audited the Financial Statements in accordance with the mandatory Auditing Standards and Generally accepted accounting practices as indicated in their report.

Going Concern :

The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Board wishes to thank HDFC Bank Limited for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.

By order of the board For SUNIL AGRO FOODS LIMITED

B. SHANTILAL PRAMOD KUMAR S MANAGING DIRECTOR EXECUTIVE DIRECTOR

Place Bangalore Date 30-7-2011

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Mar 31, 2010

The Directors are pleased to present the TWENTY SECOND Annual Report and the Audited Statements of accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Sales 6858.76 5424.62

Other income 174.95 133.2

Profit before depreciation & tax 98.13 51.49

Less: Depreciation 44.35 44.97

Profit (Loss) before tax 53.78 3.51

Less: Provision for tax 9.00 0.50

Profit/(Loss) after Tax 50.25 3.01

Add: P & L A/c brought forward 236.92 233.91

Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 287.17 236.92

DIVIDEND:

In view of the inadequate profits earned, your Directors regret the inability to recommend any dividend.

PERFORMANCE:

Your Company achieved higher revenue of Rs. 70.38 Crores during the year as against Rs. 55.16 Crores in the previous year. Healthy operating profit of Rs. 58.23 lakhs was made possible with better management of resources and with stabilized input cost. With change in the bankers, the Company was able to save on the interest cost as well. Your Directors hope to maintain the profit trend barring unforeseen circumstances. During the year the Company did job work to General Mills India Private Limited, ITC Foods Limited, some quantity to Britannia Industries Ltd.

DIRECTORS :

Mr. Sunil S Jain and Mr. AVS Murthy, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co, Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS:

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing remuneration in excess of the limits prescribed under the above- mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Secretarial Compliance Certificate in accordance with the Companies (Amendment) Act, under Section 383A read with Notification No. G.S.R. II(E), dated 5- 1 -2009 issued by Ministry of Corporate Affairs, forming part of this report is given in Annexure.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying Financial Statements by taking all reasonable steps to ensure that: These statements have been prepared in conformity with the generally accepted accounting principles and appropriate Accounting Standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Companys Internal Auditors conduct regular internal audits, which complement the internal controls.

The Companys Statutory Auditors, Messrs MSSV & Co, Chartered Accountants, Bangalore, have audited the Financial Statements in accordance with the mandatory Auditing Standards and Generally accepted accounting practices as indicated in their report.

Going Concern:

The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Board wishes to thank HDFC Bank Limited for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.



By order of the board

For SUNIL AGRO FOODS LIMITED

Place: Bangalore B. SHANTILAL PRAMOD KUMAR S

Date :31-7-2010 MANAGING DIRECTOR EXECUTIVE DIRECTOR