Directors Report of Sunil Industries Ltd.

Mar 31, 2025

Your director''s have great pleasure in presenting 49^th Annual Report along with the Audited Balance
Sheet and Profit and Loss Account for the financial year (“F.Y.”) ended on 31^st March, 2025.

1. FINANCIAL SUMMARY:

The Financial Results are briefly indicated below:

(Rs. In Lakhs)

Particulars	Financial Year 2024-2025 (FY 2025)	Financial Year 2023-2024 (FY 2024)
Revenue from operations	17,184.35	18,020.58
Other Income	34.87	18.96
Total Revenue	17,219.22	18,039.55
Profit before Interest, Depreciation and Tax	482.95	374.53
Less:
Tax Expenses	92.86	150.95
Profit after Tax	390.09	223.58
Less : Share of Non-Controlling Interest	0	0
Net Profit for the year	390.09	223.58
Other Comprehensive Income	1.90	1.58
Total Comprehensive Income	392	225.16

2. PERFORMANCE OF THE COMPANY AND STATE OF COMPANY''S AFFAIRS:

During the year ended 31^st March, 2025, your Company reported total revenue of Rs.
172,19,22,000/- (One Seventy-Two Crore Nineteen Lakh Twenty-Two Thousand) which in
comparison to previous year''s figures have decreased by approximately 4.64%. The Net Profit
after tax and OCI is Rs. 3,92,00,000/- (Three Crore Ninety-Two Lakh) as compared to Rs.

2,25,16,000/- (Two Crore Twenty-Five Lakh Sixteen Thousand] in previous year marking an
addition of approximately 42.56% as compared to previous year''s figure.

Discussion on state of Company''s affairs has been covered as part of the Management Discussion
and Analysis for the year under review.

3. THE CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business of the Company.

4. TRANSFER TO RESERVES:

During the year under review, no amount is proposed to be transferred to General Reserve out of
the net profits of the Company for the Financial Year 2023-2024. Hence, the entire amount of
profit has been carried forward to the Profit & Loss Reserve Account.

5. DIVIDEND:

In order to conserve the reserves for a sustainable future, your Company does not recommend
any Dividend during the Financial Year 2024-2025.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2] of the Companies Act, 2013 do not apply as there are no unpaid
dividends pending of the Company.

7. DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities,
based on market capitalization calculated as on March 31 of every Financial Year, to formulate a
Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the
Company. However, Your Company is out of purview of top 1000 listed entities based on market
capitalization calculated as on March 31 2025. Therefore, it is not applicable to the Company.

8. SHARE CAPITAL

As at 31st March, 2025, the Authorised Share Capital of the Company stood at Rs. 5,00,00,000/ -
(Rupees Five Crores Only] divided into 5,00,000 (Five Lakhs Only] equity shares of Rs. 10/-
(Rupees Ten Only] each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company
stood at Rs. 4,19,84,000/- (Rupees Four Crore Nineteen Lakh Eighty-Four Thousand Only] divided
into 41,98,400 (Forty One Lakh Ninety Eight Thousand Four Hundred] equity shares of Rs. 10/-
(Rupees Ten Only] each.

9. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

All the equity shares issued by the Company carry similar voting rights and the Company has not
issued any equity shares with differential voting rights during the financial year under review.

10. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not granted any employee stock options (ESOPs] during the financial year
under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share Capital and
Debentures] Rules, 2014 is not required.

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company, under the provisions of Section 54 read with Rule 8(13] of the Companies (Share
Capital and Debentures] Rules, 2014, has not issued any sweat equity shares during the financial
year under review and hence the disclosure requirements in this connection will not apply to the
Company.

12. BUY-BACK

The Company has not bought back its shares during the financial period under review.

13. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of (Management
and Administration] Rules, 2014 is available at the Website of the Company.www.sunilgroup.com

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year, the Board had met Six (6] times on 27.05.2024, 29.06.2024, 26.07.2024,
26.08.2024, 11.11.2024 and 03.02.2025.

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 03^rd February, 2025 to review the
working of the Company, its Board and Committees.

16. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5] of the Companies Act, 2013 The Board of Directors of the Company
hereby confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March, 2025, and that of the profit of the
Company for the year ended on that date.

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

v. The Board has laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

vi. The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors of the Company have not reported any instances of
frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Act.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all these Independent Directors confirming that they
meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and read with the Schedules and Rules issued thereunder as well as
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as
Independent Director on the Board. Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity, expertise and experience as required to be
disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL/ EXECUTIVE DIRECTORS

During the said year, the following changes took place:

(a) Due to expiry of second term Mr. Rohit Gadia (DIN: 02175342) ceased to be Independent Non¬
Executive Director of the Company w.e.f. end of business hours on 31^st March, 2024;

(b) Mr. Vinod Lath (DIN: 00064774) was re-appointed as Managing Director of the Company w.e.f.
1^st September, 2024;

(c) Mr. Pradeep Roongta (00130283) was re-appointed as Whole Time Director of the Company
w.e.f. 1^st September, 20024;

(d) Ms. Bindu Shah (07131459) was appointed as Additional Independent Non-Executive Director
of the Company w.e.f. 29^th June, 2024. Further, she was appointed by the shareholders in their
AGM held on 28^th September, 2024 as Independent Non-Executive Director.

The present composition of the Board is in compliance with the provisions of Section 149 of the
Companies Act, 2013. Mr. Vinod Lath and Mr. Pradeep Roongta are Executive Directors and Ms.
Bindu Darshan Shah, Mrs. Shruti Saraf and Mr. Rajesh Tibrewal are the Independent Directors on
the Board.

20. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR

The Board states that during the financial year there has been no new appointment of
Independent Directors and its present three Independent Directors fulfil the conditions of
integrity, expertise and experience based on the size and operations of your Company. Further the
Board hereby states that by virtue of Independent Directors being appointed as for a period of 5
years or more, therefore by virtue of the same the mandatory online proficiency self-assessment
test is exempted for the Independent Directors of your Company.

21. ATTRIBUTES. QUALIFICATIONS & INDEPENDENCE OF DIRECTORS. THEIR APPOINTMENT
AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a policy for selection,
appointment and remuneration of Directors which inter-alia requires that composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and
Senior Management Employees and the Directors appointed shall be of high integrity with
relevant expertise and experience so as to have diverse Board and the Policy also lays down the
positive attributes/ criteria while recommending the candidature for the appointment as Director.
Details of the Nomination, Remuneration and Evaluation Policy are set out are available at
website of the Company at www.sunilgroup.com.

The Committee Met 3 (Three) times in the financial year.

22. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT. 2013 AND RULES
MADE THEREUNDER

During the Year under review, the Company does not have any Holding or Subsidiary Company.
Therefore, the provision as mentioned under Section 197(14) of the Companies Act, 20013 and
rules made thereunder are not applicable to the Company.

23. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS:

M/s. V.K. Beswal & Associates, Chartered Accountants, was appointed as Statutory Auditors
of the Company pursuant to the provisions of Sections 139 (8) of the Companies Act, 2013 to
hold office from the conclusion of 47th Annual General Meeting of the Company until the
conclusion of the 52nd Annual General Meeting of the Company to be held in the year 2028.

B. COST RECORDS AND COST AUDITOR

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 is applicable to your Company.

M/s. Shanker Chaudhary & Co., Cost Accountant were appointed as Cost Accountants in
compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost
records maintained by the Company for the financial year commencing from 01st April, 2024
and ending 31^st March, 2025.

C. INTERNAL AUDITORS:

The company had appointed M/s Chetan Jain & Associates, Chartered Accountants, Mumbai,
as Internal Auditor of the company for Financial Year 2024-2025.

D. SECRETARIAL AUDITOR:

The Company has appointed M/s HSPN & Associates LLP, Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024 - 2025
and to issue Secretarial Audit Report as per the prescribed format under rules in terms of

Section 204(1] of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The report of secretarial Auditor is
appended to this report as Annexure C to Director''s Report.

24. EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS
OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICISING COMPANY
SECRETATRY IN THEIR REPORTS:

The Statutory Auditor''s Report does not contain any qualifications, reservations or adverse
remarks, but Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2) of
Listing Obligation, Disclosure Requirements, Regulations 2015 for Dematerialization of Promoters
shareholding. The company would like to inform that Promoters being distant relatives of each
other are scattered all over and hence it is very difficult to convert each promoter''s physical
holding into Demat, however the company is in the process for conversion of the same as per
Regulations 31 (2) of LODR. The Report of the secretarial auditor in MR-3 is given as an Annexure
which forms part of this report.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The particulars of investment made under Section 186 of the Companies Act, 2013 have been
disclosed in the financial statements in Note 4 of the Financial Statement.

The Company has given not given any loans falling under Section 185 and 186 of the Companies
Act 2013 nor has it provided any Corporate Bank guarantee.

26. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint venture and associate companies as on 31st
March, 2025, therefore report on the highlights of performance of subsidiaries, joint venture and
associate companies is not provided in this report.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:

All the related party transactions are entered on arm''s length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013 and the
Listing Regulations. There are no materially significant related party transactions made by the
Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e., Annexure B in
terms of Section 134 Companies (Accounts) Rules, of the Act read with Rule 8 of the 2014.
However, the details of the transactions with the Related Party are provided in the Company''s
financial statements in accordance with the Accounting Standards as applicable to the Company.

All Related Party Transactions are presented to the Audit Committee and the Board and wherever
forecasted Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s
website at www.sunilgroup.com.

28. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT:

There have been no material changes and commitments affecting the financial position of the
Company occurred during the financial year.

29. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Standalone Financial Statements is part of the Annual Report.

30. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC:

The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexure A to Director''s Report.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified by the businesses and functions are systematically
addressed and also discussed at the meetings of the Audit Committee and the Board of Directors
of the Company. Safety at work is being followed at all times.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does
not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.

33. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, 2015
the performance evaluation of the Board and its Committees were carried out during the year
under review. More details on the same are given in the Annexure to Corporate Governance
Report.

The evaluation framework for assessing the performance of Directors comprises of the following
key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the
management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate
in the discussion of his / her evaluation.

34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the Textile industry
scenario, the socio-economic environment in which the Company operates, the business model,
the operational and financial performance of the Company, significant developments so as to
enable them to take well informed decisions in a timely manner. The familiarization programme
also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act
and other statutes. The policy on Company''s familiarization programme for Independent
Directors is posted on Company''s website at www.sunilgroup.com along with the Familiarization
programme for F.Y 2024-2025 along with the hours spent on the Programme.

35. PARTICULARS OF EMPLOYEES AND MEDIAN REMUNERATION:

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the Financial Year:

Name of the Directors	Ratio to Median Remuneration
Non-executive Directors
Mr. Rajesh Tibrewal	NA
Mrs. Shruti Saraf	NA
Executive Directors
Mr. Vinod Lath	1: 11
Mr. Pradeep Roongta	1: 11
Company Secretary
Mr. Saurabh Sahu	1:0.99

b. The percentage increase in remuneration of each director, chief executive officer, chief
financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% Increase in Remuneration in the Financial Year
Ms. Bindu Darshan Shah	NA
Mr. Rajesh Tibrewal	NA
Mrs. Shruti Saraf	NA

Mr. Vinod Lath	Constant
Mr. Pradeep Roongta	Constant
Mr. Saurabh Sahu	No changes

c. The median remuneration for the year 2024-2025 is 2,18,040/-

d. The percentage increase/(decrease] in the median remuneration of employees in the
financial year: (19.57%)

e. The number of permanent employees on the rolls of Company: 31

f. The explanation on the relationship between average increase in remuneration and
Company Performance:

The overall decrease in aggregate remuneration is due to reduction of employees. In order to
ensure that remuneration reflects Company performance, the performance pay is also linked
to organization performance, apart from an individual''s performance.

g. Comparison of the remuneration of the key managerial personnel against the
performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 31.03.2025
Revenue	Rs. 172,19,22,000
Remuneration of KMPs (as a % of revenue]	0.29 %
Profit before Tax (PBT]	Rs. 4,82,95,000
Remuneration of KMP (as a % of PBT]	10.39 %

h. Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration:

There is no change in managerial remuneration for the relevant year as compared to previous
year.

i. Comparison of each remuneration of the key managerial personnel against the
performance of the Company:

	Mr. Vinod Lath (Managing Director]	Mr. Pradeep Roongta (Whole-Time Director & CFO]	Mr. Saurabh Sahu (Company Secretary]
Remuneration
in FY 2024-	Rs. 24,00,000	Rs. 24,00,000	Rs. 2,16,000
2025

Remuneration as % of Revenue	0.13%	0.13%	0.0125%
Remuneration as % of Profit before Tax	4.97%	4.97%	0.45%

j. The key parameters for any variable component of remuneration availed by the
directors:

There are no variable components of remuneration provided to the Directors.

The ratio of the remuneration of the highest paid director to that of the employees who
are not directors but receive remuneration in excess of the highest paid director
during the year: None

k. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Nomination and Remuneration Committee of the Company has affirmed that the
remuneration is as per the remuneration policy of the Company. The policy is available on the
company''s website: www.sunilgroup.com.

l. The statement containing particulars and remuneration paid to employees as required
under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the
Company since there are no employees drawing remuneration in excess of the
prescribed limits and hence not disclosed in the Report.

36. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY''S
OPERATIONS IN FUTURE:

During the year no Significant and Material Orders passed by the regulations or Courts or
Tribunals impacting the going concern status and Company''s operations in future.

38. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company “To be the most sustainable and
competitive Company in our industry”. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit
observations and follow up actions thereon are reported to the Audit Committee.

39. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder. The Company has constituted Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) for reporting and conducting inquiry into the
complaints made by the victim on the harassments at the workplace.

Your Directors further state that during the fiscal year 2024-25, there were no complaints
received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the F.Y.: Nil

b) Number of complaints disposed off during the F.Y.: Nil

c) Number of complaints pending as on end of the F.Y.: Nil

40. INSOLVENCY AND BANKRUPTCY CODE

During the year, there was no application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or
proceeding pending at the end of financial year is not applicable.

41. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES. 2014

During the year, there were no instances where your Company required the valuation for one¬
time settlement or while taking the loan from the Banks or Financial institutions. The requirement
to disclose the details of difference between amount of valuation done at the time of onetime
settlement and valuation done while taking loan from the Banks and Financial Institutions along
with the reasons thereof is also not applicable.

42. COMPLIANCE WITH MATERNITY BENEFIT ACT. 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, and all
applicable rules and amendments thereof. The Company provides maternity benefits, including
paid leave and other entitlements, to eligible women employees in accordance with the Act.

During the financial year 2024-25, the Company has ensured that all eligible women employees
have been granted maternity leave and associated benefits as per the statutory requirements. The
internal policies of the Company also support a safe and inclusive work environment for women
during and post maternity period.

The Company continues to foster a workplace that promotes health, well-being, and equality for
all employees.

43. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

There has been no voluntarily revision in the financial statements and board''s report for the
previous financial years.

44. COMMITTEES OF THE BOARD

The Board/Company has duly constituted the following mandatory Committees pursuant to the
provisions of the Act; 2013 rules framed there under and SEBI Listing Regulations.

As on 31st March, 2025, the Board has the following Committees:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

The Composition of all above Committees, number of meetings held during the year under
review, brief terms of reference and other details have been incorporated in the Section of
Corporate Governance Report forming part of this Report.

All the recommendations made by the Committees were accepted by the Board.

45. VIGIL MECHANISMPOLICY FOR DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a
mechanism which ensures adequate safeguards to employees and Directors from any
victimization on raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.

The Company has also provided direct access to Chairman of Audit Committee on reporting issues
concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is
available at the website of the company: www.sunilgroup.com. No instance under the Whistle
Blower Policy was reported during the financial year 2024-2025.

46. REGISTRAR AND SHARE TRANSFER AGENT

M/s MUFG Intime India Private Limited, C 101, 1^st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli West, Mumbai - 400083, Maharashtra, is the Registrar and Share Transfer Agent of the
Company for the physical and Demat shares. The members are requested to contact directly for
any requirements.

47. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, is annexed to this Annual Report.

48. CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements as set out by Securities and Exchange
Board of India. The Report on Corporate Governance as stipulated under Regulation 34 (3) and
Part C of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015
forms part of the Annual Report. The Certificate from the practicing Company Secretary

confirming compliance with the conditions of Corporate Governance as stipulated under
Regulation 34 (3) and Part E of Schedule V of the SEBI (Listing Obligation and Disclosure
Requirement), Regulation 2015 is also published in this Annual Report.

49. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of Schedule
V of the SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015 prepared by
HSPN Associates& LLP, Company Secretaries, forms part of the Annual Report and is annexed
hereto as Annexure D.

50. SECRETARIAL STANDARDS:

Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 as revised by the ICSI,
relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been
followed by the Company.

51. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal business
transaction guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies.
The Policies are reviewed periodically by the Board and are updated based on the need and
compliance as per the applicable laws and rules and amended from time to time. The policies are
available on the website of the Company at www.sunilgroup.com.

52. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among
the primary determinants of value to the shareholder. The organizational vision is founded on the
principles of good governance and delivering leading-edge products backed with dependable after
sales services.

53. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have
not reported any instance of fraud committed in the Company by its officers or employees to the
Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this
Report.

54. EVALUATION OF BOARD

Pursuant to the provisions of the Act and provisions of SEBI Listing Regulations, a separate
exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the Company.
The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non - Independent Directors was carried out
by the Independent Directors. The Board also carried out annual performance evaluation of the
working of its Audit, Nomination and Remuneration, Corporate Social Responsibility as well as

Stakeholders'' Relationship Committee. The Directors expressed their satisfaction with the
evaluation process.

55. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the Company''s operation
include global and domestic demand and supply conditions affecting selling prices of Raw
Materials, Finished Goods, input availability and prices, changes in government regulations, tax
laws, economic developments within and outside the country and other various other factors.

56. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial
institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the
employees of the company and also sincerely thank the shareholders for the confidence reposed
by them in the company and from the continued support and co-operation extended by them

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED

SD/-

VINOD LATH

MANAGING DIRECTOR& CHAIRMAN
DIN NO: 00064774

DATE: 14^th AUGUST, 2025
PLACE: DOMBIVLI.4

---

Mar 31, 2024

Your director''s have great pleasure in presenting 48^th Annual Report along with the Audited
Balance Sheet and Profit and Loss Account for the year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

Particulars	Financial Year 2023-2024 (FY 2024)	Financial Year 2022-2023 (FY 2023)
Total Income	18,020.58	22,777.00
Total Expenditure	17,665.01	22,283.00
Net Profit/(Loss) Before Tax	374.53	494.37
Provision for Tax	150.95	150.38
Net Profit/(Loss) After Tax	223.58	343.98
Other Comprehensive Income	1.58	(5.69)
Net Profit/(Loss) After Tax and Other Comprehensive Income	225.16	338.29
Profit/(Loss) b/f Previous Year	1,985.39	1,647.09
Balance c/f to Balance Sheet	2,210.55	1,985.39

2. PERFORMANCE OF THE COMPANY:

During the year ended 31^st March, 2024, your Company reported total Income of Rs.
18020.58 Lakhs which in comparison to previous year''s figures have decreased by
approximately 21.12%. The Net Profit after tax and OCI is Rs. 225.16 Lakhs as compared to
Rs. 338.29 Lakhs in previous year which is reduced by approximately 33.45%. The overall
profit carried forward to the Balance Sheet is Rs. 2210.55 Lakhs.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company and
therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable
to the Company.

4. DIVIDEND:

In order to conserve the reserves for a sustainable future, you''re Company does not
recommend Dividend for the Financial Year 2023-2024.

5. TRANSFER TO RESERVES:

During the year under review, no amount is proposed to be transferred to General Reserve
out of the net profits of the Company for the Financial Year 2023-2024. Hence, the entire
amount of profit has been carried forward to the Profit & Loss Account.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there are no
unpaid dividends pending of the Company.

7. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY''S
OPERATIONS IN FUTURE:

During the year no Significant and Material Orders passed by the regulations or Courts or
Tribunals impacting the going concern status and Company''s operations in future.

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

During the year under review, there is no change in the nature of the Company''s business.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed and also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. Safety at work is being followed at all times.

10. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company “To be the most sustainable
and competitive Company in our industry”. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors. Significant
audit observations and follow up actions thereon are reported to the Audit Committee.

11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015, is annexed to this Annual Report.

12. CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under
Regulation 34 (3) and Part C of Schedule V of the SEBI (Listing Obligation and Disclosure

Requirement), Regulation 2015 forms part of the Annual Report. The Certificate from the
practicing Company Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under Regulation 34 (3) and Part E of Schedule V of the SEBI
(Listing Obligation and Disclosure Requirement), Regulation 2015 is also published in this
Annual Report.

13. STATUTORY STATEMENT:

A. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
ETC:

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexure A to
Director''s Report.

B. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

There have being no material changes and commitments affecting the financial position
of the Company occurred during the financial year.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:

All the related party transactions are entered on arm''s length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013
and the Listing Regulations. There are no materially significant related party transactions
made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the Company at large or which warrants the
approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2

i.e., Annexure B in terms of Section 134 Companies (Accounts) Rules, of the Act read with
Rule 8 of the 2014. However, the details of the transactions with the Related Party are
provided in the Company''s financial statements in accordance with the Accounting Standards
as applicable to the Company.

All Related Party Transactions are presented to the Audit Committee and the Board and
wherever forecasted omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions
of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the
Company''s website at www.sunilgroup.com.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not
required to formulate policy on corporate social responsibility.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT. 2013:

The particulars of investment made under Section 186 of the Companies Act, 2013 have been
disclosed in the financial statements in Note 4 of the Financial Statement.

The Company has not given any loans falling under Section 185 and 186 of the Companies Act
2013 nor has it provided any corporate bank guarantee.

17. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All
employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and it redresses complaints received on sexual harassment. During
the financial year under review, the Company has not received any complaints of sexual
harassment from any of the employees of the Company.

18. EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICISING
COMPANY SECRETATRY IN THEIR REPORTS:

The Statutory Auditor''s Report does not contain any qualifications, reservations or adverse
remarks, but Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2)
of Listing Obligation, Disclosure Requirements, Regulations 2015 for Dematerialization of
Promoters shareholding. The company would like to inform that Promoters being distant
relatives of each other are scattered all over and hence it is very difficult to convert each
promoter''s physical holding into Demat, however the company is in the process for
conversion of the same as per Regulations 31 (2) of LODR. The Report of the secretarial
auditor in MR-3 is given as an Annexure which forms part of this report.

19. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of
(Management and Administration) Rules, 2014 is available at the Website of the
Company.www.sunilgroup.com

20. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND MEDIAN REMUNERATION:

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the Financial Year:

NAME OF THE DIRECTORS	RATIO TO MEDIAN REMUNERATION
Non-executive Directors
Mr. Rajesh Tibrewal	NA
Mr. Rohit Gadia	NA

Mrs. Shruti Saraf	NA
Executive Directors
Mr. Vinod Lath	1: 16.10
Mr. Pradeep Roongta	1: 16.10
Company Secretary
Mr. Saurabh Sahu	1:178.85

b. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% Increase in Remuneration in the Financial Year
Mr. RohitGadia	NA
Mr. Rajesh Tibrewal	NA
Mrs. ShrutiSaraf	NA
Mr. Vinod Lath	No change
Mr. Pradeep Roongta	No change
Mr. Saurabh Sahu	No changes

c. The median remuneration for the year 2023-2024 is Rs 22,94,589.

d. The percentage increase/(decrease) in the median remuneration of employees in the
financial year: 6.31%

e. The number of permanent employees on the rolls of Company: 30

f. The explanation on the relationship between average increase in remuneration and
Company Performance:

On an average, employees received an annual increase of 0.21%.

The overall decrease in aggregate remuneration is due to reduction of employees. In
order to ensure that remuneration reflects Company performance, the performance pay
is also linked to organization performance, apart from an individual''s performance.

g. Comparison of the remuneration of the key managerial personnel against the
performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 31.03.2024 (In Lacs)
Revenue	Rs. 18,020.58
Remuneration of KMPs (as a % of revenue)	0.28%
Profit before Tax (PBT)	Rs. 374.53/-
Remuneration of KMP (as a % of PBT)	13.39%

h. Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial
remuneration:

The average annual increase was around 0.21%

The increase in the managerial remuneration for the relevant year as compared to
previous year is Nil.

i. Comparison of each remuneration of the key managerial personnel against the
performance of the Company:

	Mr. Vinod Lath (Managing Director)	Mr. Pradeep Roongta (Whole¬ Time Director & CFO)	Mr. Ramesh Khanna (Whole-Time Director)	Mr. Saurabh Sahu (Company Secretary)
Remuneratio n in FY 2023-2024 (in Rs)	24,00,000	24,00,000	Nil	2,16,000
Revenue is Rs. 18020.58 Lakhs
Remuneratio n as % of Revenue	0.13%	0.13%	Nil	0.01%
Profit before Tax (PBT): Rs. 374.53 Lakhs
Remuneratio n as % of Profit before Tax	6.41%	6.41%	Nil	0.57%

j. The key parameters for any variable component of remuneration availed by the
directors:

There are no variable components of remuneration provided to the Directors.

The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid
director during the year: None

k. Affirmation that the remuneration is as per the remuneration policy of the
Company:

The Nomination and Remuneration Committee of the Company has affirmed at its
meeting held on 30^th August, 2021 that the remuneration is as per the remuneration
policy of the Company. The policy is available on the company''s website:
www.sunilgroup.com.

l. The statement containing particulars and remuneration paid to employees as
required under section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company since there are no employees drawing remuneration in
excess of the prescribed limits and hence not disclosed in the Report.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. Composition of Board of Directors (including Independent Directors/Non-
Executive Directors):

The present composition of the Board is in compliance with the provisions of Section 149
of the Companies Act, 2013. As on date; Ms Bindu Shah, Mrs. Shruti Saraf and Mr. Rajesh
Tibrewal are the Independent Directors on the Board.

Mr. Rohit Gadia (DIN: 02175342) ceased to be Independent Director of the Company
w.e.f. 31^st March, 2024, due to completion of his second term as Independent Director of
the Company.

Ms. Bindu Shah was appointed as an additional director and also as an Independent
Women Director of the Company w.e.f. 29^th June, 2024, and who holds office upto the
date of this Annual General Meeting or the last date on which the Annual General
Meeting for Financial Year 2023 - 2024 should have been held, whichever is earlier and
who is eligible for appointment under the relevant provisions of the Companies Act,
2013 and it is proposed to regularise her appointment as an Independent Women
Director of the Company to hold office for the period of 5 (five) years w.e.f. 29^th June,
2024, at the ensuing Annual General Meeting of the Company.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all these Independent Directors confirming
that they meet with the criteria of independence prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013 and read with the Schedules and Rules issued
thereunder as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Opinion of the Board with regard to integrity, expertise and experience (including
the proficiency) of the independent directors appointed during the year

The Board states that during the financial year there has been no new appointment of
Independent Directors and its present three Independent Directors fulfil the conditions
of integrity, expertise and experience based on the size and operations of your Company.
Further the Board hereby states that by virtue of Independent Directors being appointed
as for a period of 5 years or more, therefore by virtue of the same the mandatory online
proficiency self-assessment test is exempted for the Independent Directors of your
Company.

Key Managerial Personnel/ Executive Directors:

Mr. Vinod Lath, Managing Director, Mr. Pradeep Roongta, Whole Time Director, Mr.
Saurabh Sahu, Company Secretary are the Key Managerial Personnel of the Company.

Mr. Pradeep Chatruprasad Roongta is liable to retire by rotation in this 48^th Annual
General Meeting and being eligible he has offered himself for re-appointment as Whole
Time Director. The Board recommends his re-appointment for your approval.

B. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards
have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at 31^st March, 2024, and that of
the profit of the Company for the year ended on that date.

iii. That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

v. The Board has laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating
effectively.

vi. The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

C. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year, the Board had met Five (5) times on 29-May-2023, 08-Aug-
2023, 16-Aug-2023, 07-Nov-2023 and 14-Feb-2024.

D. AUDIT COMMITTEE:

The Audit Committee as on date comprises of four members viz. Mr. Rajesh Tibrewal
(Independent Director), Ms. Shruti Saraf (Independent Director), Ms.Bindu shah
(Independent Directors) and Mr. Pradeep Roongta (CFO and Whole Time Director). The
above composition of the Audit Committee consists of 3 (three) Independent Directors
who form a majority. The Role of the Committee is provided in the Corporate Governance
Report. The Audit Committee Met 4 (Four) times in the financial year. All the
recommendations made by the Audit Committee during the year were accepted by the
Board.

Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the
Company w.e.f. 31^st March, 2024, and appointment of Ms. Bindu Shah as an Independent
Women Director of the Company w.e.f. 29^th June, 2024, the constitution of audit
committee was changed and the present audit committee are as follows:

Sl. No.	Name	Designation
1.	Mr. Rajesh Tibrewal	Chairman
2.	Ms. Shruti Saraf	Member
3.	Mr. Pradeep Roongta	Member
4.	Ms. Bindu Shah	Member

Mr. Saurabh Sahu, Company Secretary is the secretary to the Audit Committee.

E. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of Directors have approved a policy for
selection, appointment and remuneration of Directors which inter-alia requires that
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and Senior Management Employees and the Directors appointed shall
be of high integrity with relevant expertise and experience so as to have diverse Board
and the Policy also lays down the positive attributes/ criteria while recommending the
candidature for the appointment as Director. The Committee Met 1 (One) times in the
financial year.

Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the
Company w.e.f. 31^st March, 2024, and appointment of Ms. Bindu Shah as an Independent
Women Director of the Company w.e.f. 29^th June, 2024, the constitution of nomination
and remuneration committee was changed and the present nomination and
remuneration committee are as follows:

Sl. No.	Name	Designation
1.	Mr. Rajesh Tibrewal	Chairman
2.	Ms. Shruti Saraf	Member
3.	Ms. Bindu Shah	Member

Details of the Nomination, Remuneration and Evaluation Policy are set out are available
at website of the Company at www.sunilgroup.com.

F. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Stakeholder''s Relationship
Committee constituted by the Board of Directors to deal with the matters related to
stakeholders'' grievances met 1 (One) times during the Financial Year.

The details of status of grievances received from various stakeholders during the
financial year are furnished in the Corporate Governance Report.

Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the
Company w.e.f. 31^st March, 2024, and appointment of Ms. Bindu Shah as an Independent
Women Director of the Company w.e.f. 29^th June, 2024, the constitution of stakeholders''
relationship committee was changed and the present stakeholders'' relationship
committee are as follows:

Sl. No.	Name	Designation
1.	Mr. Rajesh Tibrewal	Chairman
2.	Ms. Shruti Saraf	Member
3.	Ms. Bindu Shah	Member

G. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing
Regulations, 2015 the performance evaluation of the Board and its Committees were
carried out during the year under review. More details on the same are given in the
Annexure to Corporate Governance Report.

The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its
performance.

iv. Providing perspectives and feedback going beyond information provided by the
management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate
in the discussion of his / her evaluation.

H. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the Textile
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner.
The familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company''s familiarization programme for Independent Directors is posted on
Company''s website at www.sunilgroup.com along with the Familiarization programme
for F.Y 2023-2024 along with the hours spent on the Programme.

I. SECRETARIAL STANDARDS:

Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 as revised by the
ICSI, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively,
have been followed by the Company.

23. VIGIL MECHANISMPOLICY FOR DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Company has also provided direct access to Chairman of Audit Committee on reporting
issues concerning the interests of co-employees and the Company. The Vigil Mechanism
Policy is available at the website of the company: www.sunilgroup.com. No instance under
the Whistle Blower Policy was reported during the financial year 2023-2024.

24. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

25. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors of the Company have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Act.

26. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS:

M/s.V.K. Beswal & Associates, Chartered Accountants, Mumbai registered with the
Institute of Chartered Accountants of India were appointed as Statutory Auditors at the
Annual General Meeting held on Saturday, 23rdSeptember, 2023 for the period of five (5)
years. i.e., upto the Annual General Meeting to be held in year 2028.

B. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 is applicable to your Company.

C. COST AUDITOR:

M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in
compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit
Cost records maintained by the Company for the financial year commencing from 01st
April, 2024 and ending 31st March, 2025 at a remuneration of Rs. 1,30,000 (Rupees One
Lakh Thirty Thousand only) plus Service Tax & Re-imbursement of out-of-pocket
expenses.

D. INTERNAL AUDITORS:

The company had appointed Chetan Jain & Associates, Chartered Accountants, Mumbai,
as Internal Auditor of the company for Financial Year 2024-2025.

E. SECRETARIAL AUDITOR:

The Company has appointed M/s HSPN & Associates LLP, Company Secretaries, as
Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial
Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under
rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of
secretarial Auditor is appended to this report as Annexure C to Director''s Report.

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

Statutory Auditor''s Report:

The report of the Statutory Auditor does not have any qualifications, reservations or adverse
remarks or disclaimers made by the statutory auditors, except as mentioned in the point no.
(ii)(b) of the Annexure A to the Ind AS Standalone Independent Auditor''s Report.

Management''s Reply: The explanation to the above is provided in the Note 54 of the Financial
Statement.

Secretarial Auditor''s Report:

The report of the Secretarial Auditor does not have any qualifications, reservations or
adverse remarks or disclaimers made by the practicing company secretary in their reports,
except the following:

(a) Please note that some of the equity shares held by the Promoter and Promoter''s group
are pending to be dematerialized as required under the provisions of Regulation 31(2) of
the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

Management''s Reply: We understand from the promoters and promoter''s group that they are
in process of completing the same in due course of time.

Internal Auditor''s Report:

The report of the Internal Auditor does not have any qualifications, reservations or adverse
remarks or disclaimers made by the auditors in their reports.

28. REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of
Schedule V of the SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015
prepared by HSPN Associates& LLP, Company Secretaries, forms part of the Annual Report
and is annexed hereto as Annexure D to Director''s Report.

29. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal business
transaction guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for Listed
Companies. The Policies are reviewed periodically by the Board and are updated based on the
need and compliance as per the applicable laws and rules and amended from time to time.
The policies are available on the website of the Company at www.sunilgroup.com.

30. OTHER DISCLOSURES:

As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares
that remain unclaimed by the shareholders of the Company. All shares held in demat and
physical form has been duly claimed by the respective shareholders and hence the company
is not required to undergo the procedural requirements of Schedule VI of the SEBI (LODR)
Regulations, 2015.

The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.

Pursuant to Regulation 27 of (Listing Obligation and Disclosure Requirements), Regulations
2015, report on Corporate Governance is given in Annexure D.

31. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning
of applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the Company''s operation
include global and domestic demand and supply conditions affecting selling prices of Raw
Materials, Finished Goods, input availability and prices, changes in government regulations,
tax laws, economic developments within and outside the country and other various other
factors.

32. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial
institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by
the employees of the company and also sincerely thank the shareholders for the confidence
reposed by them in the company and from the continued support and co-operation extended
by them

On behalf of the Board
For Sunil Industries Limited

Sd/-

Vinod Lath

Managing Director & Chairman
DIN: 00064774

Date: 26^th August, 2024
Place: Dombivli.

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Mar 31, 2015

The Directors have great pleasure in presenting 39TH Annual Report along with the Audited Balance Sheet and Profit And Loss Account for the year ended on 31st March, 2015

1) FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS For the year ended on

31st March, 2015 31st March, 2014

Total Income 2,022,138,270 127,33,67,533

Total Expenditure 1,990,453,448 125,16,26,810

Profit/(Loss) before Taxation 31,684,822 2,17,40,723

Provision for Tax 11,698,762 75,07,001

Net Profit/(Loss) after Tax 19,986,060 1,42,33,722

Profit/(Loss) b/f previous year 37,632,834 2,33,99,113

Balance c/ftoBalance Sheet 56,969,319 3,76,32,834

2) REVIEW OF OPERATIONS

During the year ended 31st March, 2015, your Company reported total Income of Rs. 2,022,138,270 in comparison to Rs 127,33,67,533/- in previous year resulting to an increase of Rs. 74,87,70,737. The Net Profit after tax Increased to Rs. 19,986,060 as compared to Rs. 1,42,33,722/- in previous year marking a increase of Rs. 57,52,338 due to increase in demand of product.

3) DIVIDEND

In order to conserve the reserves, your Company do not recommend dividend for the financial year 2014-15.

4) FUTURE PROSPECTS

Indian economy is expected to achieve a 6% CAGR in the next 10 years while many other countries are predicted to face a slow growth or even stagnation. Interest of global brands and retailers in the Indian market is likely to fuel the growth. India would attract more investments from global brands and retailers in the coming years. This is likely to spur the country's domestic demand and further enhance India's investment in supply chain processes. The country's clothing and textile industry would become more competitive both at the domestic and global forefront. There would be diversification of the product mix thereby creating new opportunities for exports. Until 2005, Indian textile industry was driven by the availability of raw material, labor and Government policies. Till 2015 economists predict that the industry will be driven by manufacturing excellence, supply chain efficiency, and a various range of product mix. After 2015, the industry is expected to be product, brand, and process driven.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6) CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexure A to Director's Report.

7) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

8) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Note 10 of the Financial Statement.

The particulars of loans made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Note 11 and Note 15 of the Financial Statement.

The Company has not given any loans or given any guarantees.

10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended is attached as Annexure B to Director's Report.

11) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

12) ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure C to Director's Report,

13) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 30th May, 2014 ; 14th August, 2014 ; 14th November, 2014 and 14th February, 2015.

14) DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and that of the profit of the Company for the year ended on that date. (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the annual accounts have been prepared on a going concern basis. (v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- (vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15) DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review

16) PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees drawing remuneration in excess of the prescribed limits.

The information as required under section 197 (12) of the Companies Act 2013 with regard to the comparative statement of remuneration paid to Directors and the median salary paid to the employees of the company is available for inspection at the company's registered office during business hours.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 14, 2015 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company's website: www.sunilgroup.com

17) DIRECTORS

Mr. Ravinder Kumar Gupta, resigned from the office of Directorship with effect from 1st January, 2015. Your Directors place their appreciation for the work done by him during his tenure.

Mrs. Alka Gopal Bajaj was inducted as an Additional Director on the Board of the Company on 23rd March, 2015 pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. She would hold office till the conclusion of ensuing Annual General Meeting. Company has received a notice in writing uder Section 160 of the Companies Act, 2013 from a member proposing her candidature to appoint as an Independent Director of the Company to hold office for 5 consecutive years commencing from 23rd March, 2015 to 22nd March, 2020.Your Directors hereby recommends her appointment as Independent Women Director of the Company and resolution for her appointment is put forward for your approval.

Mr. Ramesh Khanna is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment as Director. The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Alka Gopal Bajaj as Directors of the Company. Your Directors recommend their appointment.

18) DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19) STATUTORY AUDITORS

M/s V. K Beswal & Associates, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India vide firm registration no 101083W were appointed as Statutory Auditors at their Annual General Meeting held on 27th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

20) COST AUDITOR

M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2016. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

21) INTERNAL AUDITORS

The company has appointed Sushil Budhia Associates, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16.

22) SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure D to Director's Report.

23) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this Annual Report.

24) CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

25) SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

26) CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure E.

27) DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

*Mr. Rohit Gadia– Chairman

*Mr. Mohd Iqbal-Member

Mr. Pradeep Roongta– Member

Mohd Iqbal was inducted as member on 14th November, 2014

*Rohit Gadia was elected as chairman of Audit Committee on 14th February, 2015 due to resignation of Mr. Ravinder Kumar Gupta.

The above composition of the Audit Committee consists of independent directors, viz., Mr. Rohit Gadia and Mr. Mohd Iqbal who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to chairman of Audit committee on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.sunilgroup.com

28) ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interest The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

29) COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board constituted some of the Committees. There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report in Annexure

30) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report

31) OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure E

32) ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them

ON BEHALF OF THE BOARD

FOR SUNIL INDUSTRIES LIMITED

DATE :14TH AUGUST, 2015 VINOD LATH

PLACE :DOMBIVLI MANAGING DIRECTOR

DIN NO: 00064774

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Mar 31, 2014

The Members,

SUNIL INDUSTRIES LIMITED

Mumbai

The Directors have great pleasure in presenting 38TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account for the year ended on 31st March, 2014

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

(Amt in Rs.) For the year ended on Particulars 31st March, 2014 31st March, 2013

Total Income 127,33,67,533 113,53,82,009

Total Expenditure 125,16,26,810 111,81,82,911

Net Profit/(Loss) before Tax 2,17,40,723 1,71,99,098

Provision for Tax 75,07,001 59,12,190

Net Profit/(Loss) after Tax 1,42,33,722 1,12,86,908

Profit/(Loss) b/f previous year 2,33,99,113 1,21,12,205

Balance c/f to Balance Sheet 3,76,32,834 2,33,99,113

2. FINANCIAL OPERATIONS

During the year ended 31st March, 2014, your Company reported total Income of Rs. 127,33,67,533/- in comparison to Rs. 113,53,82,009/- in previous year resulting to an increase of 12.15%. The Net Profit after tax Increased to Rs. 1,42,33,722/- as compared to Rs. 1,12,86,908/- in previous year marking a increase of 26.11% due to increase in demand of product.

3. DIVIDEND

In order to conserve the reserves, your Company do not recommend dividend for the financial year 2013-14.

4. DEPOSITS

The company has not accepted any deposits from the Public in terms of provisions of Section 58A, 58Aa of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 and applicable provisions of Companies Act, 2013. Therefore the provisions of said section / rules are not applicable to the Company during the financial year.

5. PARTICULARS OF EMPLOYEES:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

6. DIRECTORS:

Mr. Iftadad Hossain resigned from the office of Directorship with effect from 23rd August, 2014. Your Directors place their appreciation for the work done by him during his tenure.

The Board of Directors at their meeting held on 14th August, 2014 approved re-appointment of Mr. Vinod Lath as Managing Director and CEO, Mr. Pradeep Roongta as Whole-time Director and CFO and Mr. Ramesh Khanna as Whole-time Director subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of five years commencing from September 1,2014 to August 31,2019.

Mr. Ravinder Kumar Gupta and Mr. Rohit Gadia, Independent Director(s) of the Company were liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Ravinder Kumar Gupta and Mr. Rohit Gadia are appointed as Independent Director(s) for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for their appointment is put forward for your approval.

Likewise Mr. Mohd. Iqbal was appointed as an Additional Director with effect from 13th August, 2014 pursuant to provisions of Section 161 of the Companies Act, 2013. He shall hold office only up to the date of ensuing Annual General Meeting. Pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 he is also appointed as an Independent Director for the period of five consecutive years from 13th August, 2014 to 12th August, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Ravinder Kumar Gupta, Mr. Rohit Gadia and Mr. Mohd. Iqbal as Independent Directors of the Company. Your Directors recommend their appointment.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, the provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

a. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

c. That the Directors have taken proper and sufficient care for the maintenances 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. That the Directors have prepared the Annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE:

The Board had implemented various provisions of Corporate Governance in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s HS Associates, Company Secretaries, on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

10. LISTING:

The Company''s shares are listed on Bombay Stock Exchange, Ahmedabad Stock Exchange, Calcutta Stock Exchange and the Delhi Stock Exchange. The Company is in process of filing application for voluntary delisting with Ahmedabad, Calcutta and Delhi Stock Exchange.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure I.

12. AUDITORS:

M/s. V. K. Beswal & Associates., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 030426 are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Forty First Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s. V. K. Beswal & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

13. COST AUDITOR

M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2015. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

14. AUDITORS REPORT:

Since notes to the account are self explanatory, no further explanation is given by the Board as such.

15. INTERNAL AUDITORS

The company has appointed Sushil Budhia Associates, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2014-15.

16. SECRETARIALAUDITOR

The Company has appointed M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 -2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

17. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

18. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by M/s HS Associates, Company Secretaries, is annexed hereto.

19. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto forming part of this report.

21. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

By virtue of the revocation of suspension on trading of Equity Shares of the Company by Bombay Stock Exchange, the shares of the Company are freely tradable.

22. ACKNOWLEDGEMENTS:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and sincerely thanks the all shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them.

On behalf of the Board For SUNIL INDUSTRIES LIMITED SD/- VINOD LATH CHAIRMAN Date: August 14, 2014 Place: Dombivli

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Mar 31, 2010

The Members, SUNIL INDUSTRIES LIMITED Mumbai

The Directors have great pleasure in presenting 34™ ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS;

The Financial Results are briefly indicated below

(Amt in Rs.)

Particulars For the year ended on 31.03.2010 31.03.2009

Total Income 545040928 590942614

Total Expenditure 525277734 586922853

Net Profit/ (Loss) before tax 19763194 4019761

Provision for tax:

Current year 1843975 3724

Deferred tax 6269675 _

Fringe Benefit Tax - 164044

Net profit/ (Loss) after tax 11649544 3851993

Profit/ (Loss) b/f previous year (18514491) (22366484)

Balance c/f to Balance sheet (5087818) (18514491)

2. FINANCIAL OPERATIONS

During the year ended, Your Company reported total Income of Rs. 545,040,928/- in comparison to Rs. 590,942,614/- of previous year. Due to reduction in manufacturing and financial overheads, your company reported profit of Rs. 11,649,544/- after tax in comparison to profit of Rs. 3,851,993/-

2. DIVIDEND;

In view of financial position of the Company, your Directors did not recommend any dividend for the year under review.

3. DEPOSITS

The company has not accepted any deposits from the Public.

4. PARTICULARS OF EMPLOYEES:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

5. DIRECTORS:

Mr. Ravinder Kumar Gupta and Mr. Ashish Garg, are retiring by rotation and being eligible, offer themselves for re-appointment. Hence you are requested to re-appoint themselves in the forthcoming Annual General Meeting of the Company.

6. SUBSIDIARIES

Since the Company has no subsidiaries, hence the provision of Section 212 of the Companies Act, 1956 is not applicable.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

III. That the Directors have taken proper and sufficient care for the maintenances 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.

IV. That the Directors have prepared the Annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from HS Associates, Company Secretaries, on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

9. LISTING:

The Company's shares were listed on Bombay Stock Exchange, However due to non-compliance of the listing agreement; shares of the Company are suspended for trading on the Stock Exchange. Your Board of Directors are in process of complying with the said compliance and revocation of suspension.

10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company continued to give major emphasis for conservation of Energy. The Efficiency of Energy Utilization in each manufacturing processes is monitored at the corporate level every quarter in order to achieve effective conservation of energy.

11. FOREIGN EXCHANGE

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

12. AUDITORS:

M/s. V. K. Beswal & Associates, Chartered Accountants, Mumbai, Statutory Auditors of your Company holds office until the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment as Statutory Auditor of the Company and further have confirmed their eligibility under section 224 (1B) of the Companies Act, 1956.

13. AUDITORS REPORT:

Since notes to the account are self explanatory, no further explanation is given by the Board as such.

14. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board SUNIL INDUSTRIES LIMITED

Sd/- VINOD LATH CHAIRMAN

DATE : 1st September, 2010 PLACE : Dombivli