Directors Report of Sunshine Capital Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 31^st Annual Report of Sunshine Capital Limited ("Your
Company/the Company") together with the Audited financial statements of the year ended March 31,
2025. The Company is registered with the Reserve Bank of India ("RBI") as a Non-Systemically
Important Non-Banking Financial Company ("NBFC") not accepting public deposits (NBFC-ND-
NSI).

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities
and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), this Board’s Report is prepared based on the standalone financial
statements of the Company for the year under review.

PARTICULAR’S	31st MARCH, 2025	31st MARCH, 2024
Total Income/Revenue	892.68	7,423.01
		1
Total Expenditure	766.38	7319.03
Profit/(Loss) Before exceptional item and Tax	126.30	103.93
Exceptional items	195.56	(4810.21)
Profit/(Loss) Before Tax	(69.27)	(4,706.23)
Current Tax	-	16.02
Deferred Tax	(0.85)	(0.93)
Earlier year demand paid	-	-
Profit/(Loss) after tax	68.41	(4,721.32)

Note: The above figures are extracted from the Standalone Annual financial statements of the
Company as per Indian Accounting Standards (Ind AS).

2. STATE OF COMPANY BUSINESS AFFAIRS

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

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forming part of this Annual Report.

3. OPERATIONS REVIEW- STANDALONE

Your Company has earned Income from Operation and Profit before Tax aggregated to 892.68 Lacs
and (69.27) Lacs during the current year, respectively as compared to Income 7,423.01 Lacs and
Profit/(Loss) before tax (4,706.23) Lacs during the previous year.

4. ACCOUNTING METHOD

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the preparation
of the Financial Statements. Accordingly, the annual financial statements for the year ended March 31,
2025 are prepared as per IND-AS.

5. TRANSFER TO RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India
(RBI) Act, 1934, created a Reserve Fund and during the year under review, the Company has
transferred NIL out of the profits of the year to the said Reserve Fund.

6. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2024-25 referred in
sub-section (3) of Section 92 has been placed is mentioned below:
http://www.sunshinecapital.in/resource/Share-Holders-Information/Financial.aspx

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

8. SUBSIDIARY/ ASSOCIATE/ JOINT- VENTURE COMPANIES

The Company does not have any subsidiary/ Associate / Joint-Venture Company.

9. SHARE CAPITAL

The Authorized Share Capital of the Company ? 1,00,00,00,00,000 /- and Paid up Share Capital is ?
5,22,91,72,000/- as on 31st March, 2025.

There has been no change in the Paid-up Equity Share Capital of the company during the year.

10. DIVIDEND

No Dividend was declared during the year by the company.

11. TRANSFER TO STATUTORY RESERVES AS REQUIRED BY RBI ACT, 1934

During the year, the company has transferred Nil to the Statutory Reserves Fund in accordance with
the provision of Section 45-IC of the Reserve Bank of India, as the company has gained PAT of Rs.
68.41 Lakhs during the year.

12. NON-ACCEPTANCE OF PUBLIC DEPOSITS AS REQUIRED BY RBI ACT, 1934

The Company has not accepted any public deposits or any fixed deposits during the FY-2024-25. Hence,
there are no defaults in repayment of amount of principal and interest as on the date of balance sheet.

13. RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India
for the Non-Banking Financial Company.

14. NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide
Registration No. B-14.01266 on dated 25th September 1998. Your Company is categorized as a Non-
Systemically Important Non-Banking Financial Company Not accepting public deposits (“NBFC-ND-
NSI”) registered with Reserve Bank of India (“the RBI”) under Section 45-IA of the Reserve Bank of
India Act, 1934. The Company has not accepted any deposit from the public during the year pursuant
to the provisions of Section 73 of Companies Act, 2013.

The company has been registered with Reserve Bank of India as Non-Banking Finance Company Vide
Registration No. B-14.01266 on dated 25th September 1998.

15. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS.
2016

Pursuant to the Non-Banking Financial Companies’ Auditor’s Report (Reserves Bank) directions, 2016,
a report from the Statutory Auditors to the board of directors has been received by your company. This
report has certified that the company has complied with all the directions and prudential norms as
prescribed under the RBI Act, 1934.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The detailed profile of the Director’s seeking appointment is given in the explanatory statement
accompanying notice to AGM and additionally in the Corporate Governance Report forming part of
the Annual Report.

During the financial year 2024-25, Mr. Luv Sharma was appointed as an additional Non-Executive &
Independent Directors of the Company w.e.f. June, 26th 2024.

Also, Mr. Subodh Kumar was resigned as an Non-Executive & Independent Directors of the Company
w.e.f. June, 18th 2024

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary
relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the
Mrs. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been
debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as
an Annexure to the Corporate Governance Report.

17. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS.
2016

Pursuant to the Non-Banking Financial Companies'' Auditor''s Report (Reserves Bank) directions, 2016,
a report from the Statutory Auditors to the board of directors has been received by your company. This
report has certified that the company has complied with all the directions and prudential norms as
prescribed under the RBI Act, 1934.

18. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Surendra Kumar Jain
(holding DIN: 00530035) Managing Director of the Company, is liable to retire by rotation at the
ensuring Annual General Meeting and being eligible, offer himself for re-appointment. The Board of
Directors recommends his re-appointment.

19. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a term upto the period of five years and are not liable to
retire by rotation. The Independent Directors have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as an Independent Director under the
provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The policy for regularization of Independent Director is also placed on Website of the company i.e.,
www.sunshinecapital.in respectively.

During the Year, one (1) Meeting held in the F.Y. 2024-25 on 11/11/2024 of the Independent
Directors.

20. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Bhupendra Kaushik, Mr. Luv Sharma and Mrs. Promila Sharma
are the Independent Directors of the Company as on March 31, 2025 and also as on date. The
Company has received declarations from the Independent Directors to the effect that (a) they fulfill the
criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules
framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got
themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA (c) they are not aware of any
circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge
duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV
to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and
Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for
Familiarization for the Independent Directors about the nature of the Industry, Business model, roles,
rights and responsibilities of Independent Directors and other relevant information. As required under
Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programme for
Independent Directors are available at the Company’s website.

21. POLICIES

• Familiarization Programme For Independent Directors.

• Policy On Preservation Of Documents.

• Related party transactions policy.

• Emuneration policy.

• Vigil mechanism whistle blower policy.

• Policy on determine material event.

22. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and
their Remuneration policy can be accessed on the Company’s website at the web-link
http://www.sunshinecapital.in/resource/Share-Holders-Information/Policies.aspx.

In seeking to select individuals for induction as directors on the Board of Directors of the Company,
the criteria such as qualifications, positive attributes, independence as set out in the aforementioned
policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent
and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also the
standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of quality
and talent. The details of the Policy are available on the website of the Company at
www.sunshinecapital.in.

23. PUBLIC DEPOSITS

Your Company being a Non-Systemically Important Non-Banking Financial Company Not accepting
public deposits (“NBFC-ND-NSI”) registered with Reserve Bank of India (“the RBI”) under Section
45-IA of the Reserve Bank of India Act, 1934, has not accepted or renewed any deposit as covered
under Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, as
amended, from its members or the public during the year under review.

24. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015, the Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of Independent
Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in
such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance of the Board as a whole and its Members and
other required matters.

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

The performance of Non — Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the Executive
Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors based on criteria such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

25. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to
Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

Mr. Surendra Kumar Jain, Managing Director

Ms. Sangeeta, Chief Financial Officer

Mr. Amit Kumar Jain, Company Secretary

26. COMPANY SECRETARY:

Mr. Amit Kumar Jain, Company Secretary has joined the company w.e.f. 01 day of October, 2021.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms

and submits the Director’s Responsibility Statement:

♦♦♦ In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;

♦♦♦ The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit of the
Company for the year under review;

♦♦♦ The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

♦♦♦ The Directors have prepared the accounts for the year ended 31^st March, 2025 on a going
concern basis.

♦♦♦ The directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

♦♦♦ The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

28. MEETINGS
a) BOARD MEETINGS

The Board of Directors duly met Thirteen (13) times during the financial year 2024-25. The dates on
which meetings were held are 27/05/2024, 14/06/2024, 18/06/2024, 26/06/2024, 19/07/2024,
23/07/2024, 07/08/2024, 02/09/2024, 05/09/2024, 18/09/2024, 13/11/2024, and 03/12/2024,
14/02/2025

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.
The Composition of the Board of Directors, their attendance at Board Meetings and last Annual
General Meeting is as under: -

Name of Director	Designation	Category	Number of Board Meetings		Attend ance of Last AGM
			Directors Entitled to attend	Directors attended
Mr. Surendra Kumar Jain	Managing Director	Executive & Promoter	13	13	Yes
Mrs. Promila Sharma	Women Director	Non-Executive & Independent	13	13	Yes
Mr. Bhupendra Kaushik	Director	Non-Executive & Independent	13	13	Yes
Mr. Subodh Kumar *	Director	Non-Executive & Independent	03	03	No
Ms. Rekha Bhandari	Director	Non-Executive & Non Independent	13	13	Yes
Mrs. Priti Jain	Director	Non-Executive & Non Independent	13	13	Yes
Mr. Luv Sharma	Director	Non-Executive & Independent	09	09	Yes

Mr. Subodh Kumar, (DIN: 09734308) Independent Director of the Company has resigned from their directorship of
the Company with effect June 18, 2024.

1) COMMITTEE MEETINGS: -
i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two members including Chairperson of the
Committee is Independent Director. During the year (4) Audit Committee Meetings were convened
and held.

Meetings of the Committee:

The Committee met 4 times dated on 27/05/2024, 07/08/2024 and 13/11/2024, 13/02/2025.
During the financial year 2024-25 The Composition of audit committee and their attendance at the
meeting are as under:

Name of Members	Category /	No. of Meetings
	Designation
		Members entitled to attend	Members attended
Mrs. Promila Sharma	Chairperson	4	4
Mr. Surendra Kumar Jain	Member	4	4
Mr. Subodh Kumar	Member*	1	1
Mr. Luv Sharma	Member	3	3

* Mr. Subodh Kumar, (DIN: 09734308) Independent Director of the Company has resigned from their directorship of
the Company with effect June 18, 2024.

(ii) NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises three members. All are Non-Executive
Directors, of which two including Chairperson of the Committee are Independent Directors. During
the year, (2) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 2 time dated on 26/06/2024 and 10/01/2025 in F.Y. 2024-25. The Composition
of Nomination & Remuneration Committee and their attendance at the Meeting are as under:-

Name of Members	Category/	No. of Meetings
	Designation
		Members entitled to attend	Members attended
Mr. Bhupendra Kaushik	Chairman	2	2
Mrs. Promila Sharma	Member	2	2
Mr. Luv Sharma	Member	1	1

The amended/updated policy of nomination policy is also placed on website of the company i.e.,
www.sunshinecapital.in respectively.

(iii) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two including Chairperson of
the Committee are Independent Director. During the year Two (2) Risk Management Committee
Meetings were convened and held.

Meetings of the Committee:

The Committee met 2 times dated on 15/06/2024, and 11/11/2024 during the financial year ended on
March 31^st 2025. The Composition Risk Management committee and their attendance at the meeting
are as under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Surendra Kumar Jain	Chairman	2	2
Mr. Subodh Kumar 1	Member	1	1
Mrs. Promila Sharma	Member	2	2
Mr. Luv Sharma	Member	1	1

The Composition of Stakeholders’ Relationship committee and their attendance at the meeting are as
under: -

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Ms. Priti Jain	Chairman	1	1
Mrs. Promila Sharma	Member	1	1
Mr. Luv Sharma	Member	1	1

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee comprises of three members of which two including
Chairperson of the Committee are Independent Director. During the year one (1) Asset Liability
Management Committee Meetings were convened and held.

The Asset Liability Management Committee of the Board has been entrusted with the following
Responsibilities:-

• To ensure proper funding and capital planning, management of capital markets risks, profit
planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have sufficiently
broad representation across major internal functions that can be directly influence the company’s
liquidity risks profile (e.g. lending, investment, securities, wholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies
risk exposure.

Meetings of the Committee:

The Committee met 1 time dated on 11/11/2024 during the financial Year ended March 31^st, 2024.

The Composition Asset Liability Management Committee and their attendance at the meeting are as
under:-

Name of Members Category / Designation	No. of Meetings
	Members entitled to attend	Members attended
Mrs. Surendra Kumar Jain Chairman	1	1

Mr. Bhupendra Kaushik	Member	1	1
Mr. Promila Sharma	Member	1	1

(vi) INVESTMENT COMMITTEE:

The Investment Committee comprises of three members of which two including Chairperson of the
Committee are Independent Director. During the year (1) Investment Committee Meetings were
convened and held.

Meetings of the Committee:

The Committee met one (1) time dated on 11/11/2024 during this Financial Year.

The Composition Investment Committee and their attendance at the meeting are as under: -

Name of Members	Category/		No. of Meetings
	Designation
			Members entitled to attend	Members attended
Mr. Surendra Kumar Jain	Chairperson		1	1
Mrs. Promila Sharma	Member	1		1
Mr. Bhupendra Kaushik	Member	1		1

Compliance Officer:

Name of the Compliance	Contact	E-Mail ID
Officer	Details
Amit Kumar Jain (Company Secretary)	011-23582393	[e-mail]
Surendra kumara Jain (Managing Director)	011-23582393	[e-mail]

b) SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. Annual General Meeting held on 12.07.2024 through
Video Conferencing (“VC”)/ Others Audio Visual Means (“OAVM”)

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies
Act, 2013 are not applicable to NBFC company. Further details of investment are given in the Notes
to the Financial Statements.

30. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business
operations. Your Directors are of the view that there are adequate policies and procedures in place in
the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

31. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The
policy provides the mechanism for the receipt, retention and treatment of complaints and to protect
the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism
for employees of the Company to approach the Chairman of the Audit Committee for redressal. No
person has been denied access to the Chairman of the Audit Committee. The whistle Blower Policy is
available on the website of the company i.e., www.sunshinecapital.in .

32. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions pertaining to or developments/happenings in respect of such matters,
during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme
including the stock option schemes in force in the Company.

2. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern
status and Company’s operations in future.

3. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under
the insolvency and bankruptcy code, 2016 (IBC)

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the Financial Year 2024-25 is
annexed herewith to the Financial Statements in Form No AOC -2

34. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate
section which forms part of the Annual Report under Annexure I.

35. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015,
Report on Corporate Governance is applicable as the Company is within the prescribed limit that the
Paid-up Share Capital of the Company is INR 5,22,91,72,000/- (Rupees Five Hundred Twenty Two
Crore Ninety One Lakh Seventy Two Thousand Only) and Net worth is INR 72468.05/- (Rupee
Seven Hundred Twenty Four Crore Sixty Lakh Five Thousand Four Hundred Fourteen Only) as at
March 31^st, 2025.

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V
thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing
Company Secretary’s Certificate certifying the Company’s compliance with the requirements of listing
regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is attached to the Report.

36. AUDITORS

A. STATUTORY AUDITORS:

At the Board Meeting of the company held on Friday, 30th May, 2025, Board has appointed M/S V
R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory
Auditors of the Company under casual vacancy in place of M/S H K CHHABRA & CO, Chartered
Accountants (Firm Registration No. (010917N) who tender his resignation on 07th May 2025, to
hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No.
(011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be
appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at
General Meeting.

At the Board Meeting of the company held on Friday, 14^th February, 2025, Board has appointed M/s
H K Chhabra & Co., Chartered Accountants (Firm Registration No. 010917N) as Statutory Auditors
of the Company under casual vacancy in place of GSA & ASSOCIATES LLP., Chartered
Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of Ensuing
AGM.

However, A Certificate from the Auditors has been received from the Statutory to the effect that
their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in
terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the
companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

(a) Statutory Auditor’s Report

The Auditors have given the Statutory Auditors’ Report for the FY ended 31^st March, 2025 and is
annexed herewith marked as Annexure-III and forms part of the Annual Report.

(b) Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and
need no comments. The Board of Directors considered the matter and seeking to resolve the
matter, if any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Practicing Company Secretaries) as Secretarial
Auditor to conduct the Secretarial Audit for the F.Y. 2024-25.

(i) Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marked as Annexure- IV to this report in
Form No. MR-3.

(ii) Secretarial Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and
need no comments. The Board of Directors considered the matter and seeking to resolve the
matter, if any.

C. INTERNAL AUDITOR

The Company has appointed Mr. Sudhish Kumar Verma as an Internal Auditor of the Company
for the Financial Year 2024-25.

(i) Internal Auditor’s Report

Mr. Sudhish Kumar Verma placed the internal audit report to the Company.

(ii) Internal Auditor’s Observations

Internal audit report is self-explanatory and need no comments.

37. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such
accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to
the Company.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place and a good reputation is among the
primary determination of value to the shareholders. For this purpose, the Management has listed its
shares on Bombay Stock Limited (BSE) having nationwide trading platform.

39. PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the
company for the financial year ended 31^st March, 2025.

Sr. No.	Name of Directors	Remuneration P.A.	Ratio to Median Remuneration of Employees
1.	Mr. Surendra Kumar Jain	NIL	NIL

Note: No sitting fees paid to Independent Directors and Non-executive director and
hence not included in the above table.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or
Manager, if any, in the financial year 2024-25: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company is 13.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.

40. DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN INE974F01025 has been allotted for the Company. Therefore, the investors may keep their
shareholding in the electronic mode with their Depository Participants 99.87% and balance 0.13 % is
in the physical form of the company’s paid-up Share Capital is in dematerialized form as on 31^st
March, 2025.

LISTING OF SHARES

The Company has got listed 5,22,91,72,000 Equity Shares of INR 1/- each on BSE.

41. CREDIT RATING

The directors of the Company are pleased to report that the Company is registered with all four RBI
Authorized CIC’s Companies i.e., TransUnion CIBIL Limited (Formerly: Credit Information Bureau
(India) Limited). Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information
Services Private Limited (ECIS), Experian Credit Information Company of India Pvt. Ltd, CRIF High
Mark Credit Information Services Pvt. Ltd.

42. EXPOSURE TO REAL ESTATE

During the year, Company has Outstanding Balance/Exposure in Real Sector to INR 37.76 (In
Crore). The details of the Real sector exposure of the company is as under:-

S. No.	Name of the Borrower	Amount (In Rs.)
1	Arit Hotels Pvt. Ltd.	46,27,252/-
2	Best Real Build India Pvt. Ltd.	5,41,83,429/-
3	Best Reality LLP	10,60,30,775/-
4	Ridhi Sidhi Malls & Multiplexs Pvt. Ltd.	5,83,90,594/-
5	Saha Infratech Pvt. Ltd.	40,80,735/-
6	Sunworld Residency Pvt. Ltd.	10,03,51,429/-
7	Sohum shah films developers llp	2,73,91,685/-
	Total	35.50.55.899.50/-

CAPITAL FUND TO RISK WEIGHTED ASSETS

The Percentages to capital funds to risk weighted assets/ exposures are as follows:

Particulars	(In %)
Tier-I Capital	74.99 %
Tier-II Capital	0.27 %
Total	75.26%

43. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labor laws. The Company
has been complying with the relevant laws and has been taking all necessary measures to protect the
environment and maximize worker protection and safety.

44. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building
strong teams of talented professionals. Your Company continues to build on its capabilities in getting
the right talent to support different products and geographies and is taking effective steps to retain the
talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on
Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and
operations of the Company.

45. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF
THE COMPANIES ACT. 2013

During the year under review, your directors do not observe any transactions which could result in a
fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or
fraudulent activity during the Financial Year 2024-25.

46. COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and
guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and
Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time
to time.

The company has followed all regulatory directions such as KYC, Norms, Provisioning Norms, CRAR,
Asset Liability Management, Fair Practice Code, Fraud Reporting etc., required by the Reserve Bank of
India, the regulator for the NBFCs.

47. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015.
Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in
compliance with the Secretarial Standards.

48. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The policy is available on the website of the company i.e., www.sunshinecapital.in.

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

No of complaints received : NIL

No of complaints disposed off : NIL.

49. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations
notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of
Directors comprising of Mr. Surendra Kumar Jain, an Independent Director as the Chairman, Mrs.
Promila Sharma, and Mr. Luv Sharma, both are Independent Directors, to oversee implementation of
the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate
methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on
a detailed assessment of the operational risks, risks associated with related business in India, in general
and the business of the Company in particular. The Risk management Policy also covers the risks
related to the Company assets and property, the risks which the employees of the Company may get
exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid
down under various applicable statutes, Foreign Exchange related risks, risks which could emanate
from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism,
loss of profits, etc. other risks which considered necessary by the management. The Company has been
addressing the various risks impacting the Company and policy of the Company on risk management is
continuously reviewed by the Management of the Company.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key
risks, which can affect the performance of the Company. The policy has been uploaded on the website
of the Company.

50. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

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

a) DETAILS OF CRYPTO / VERTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during Financial Year
2024-25.

b) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE

FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including
Annexures thereof, there are no material changes and commitments affecting the financial position of
the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2025 till
date of this Report.

c) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status of the company.

d) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN

EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is furnished.

A. Conservation of Energy

Steps taken/ impact on conservation of energy, with special reference to the following: NIL
Steps taken by the company for utilizing alternate sources of energy including waste generated:

NIL

B. Technology absorption

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above
efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.
The Company has not taken any technical know, how from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any
expenditure on research and development.

C. Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings			31st March, 2025	31st March, 2024
	Earnings in Foreign Currency		NIL	NIL
	(FOB Value of exports)
	Expenditure in Foreign Currency		NIL	NIL

51. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no Application made or proceeding in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

52. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website http://www.sunshinecapital.in/.

53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

54. GREEN INITIATIVES

This year too, Annual Report and the notice of the 31^st Annual General Meeting of the Company are
being sent to all members electronically, at their registered e-mail ids as made available to the Company
or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically
on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read
with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-
voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA
Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

55. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF
THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act,
1961 , as amended from time to time. We are committed to ensuring the rights and welfare of our
women employees, and accordingly: Maternity benefits, including paid leave, medical bonus, nursing
breaks, and other applicable entitlements, are provided in accordance with the Act; No discrimination is
made against women employees on account of pregnancy, childbirth, or any conditions related thereto;
Appropriate records are maintained as per statutory requirements; We ensure a safe, inclusive, and
supportive work environment for all women employees, particularly during maternity and post¬
maternity periods. This statement is issued in good faith and in the interest of transparency and
statutory compliance.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers and Vendors for their valuable support
and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR SUNSHINE CAPITAL LIMITED

Sd/-

SURENDRA KUMAR JAIN PRITI JAIN

DATE: 04/08/2025 MANAGING DIRECTOR DIRECTOR

PLACE: NEW DELHI DIN: 00530035 DIN: 00537234

1

Mr. Subodh Kumar, (DIN: 09734308) Independent Director of the Company has resigned from their directorship of
the Company with effect June 18, 2024.

iv) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two members are
Independent Director. During the year, (1) Stakeholders Relationship Committee Meeting was
convened and held.

Meetings of the Committee:

The Committee met 1 time dated on 10/12/2024 and in the FY. 2024-25.

---

Mar 31, 2024

The Board of Directors of Sunshine Capital Limited have great pleasure in Presenting their 30^thAnnual Report on the business and operations of the Company along with the Audited Balance Sheet, Statement of Profit & Loss and Cash Flow Statement for the Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY HIGHLIGHT

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs)
PARTICULAR’S	31st MARCH, 2024	31st MARCH, 2023
Total Income/Revenue	7,423.01	771.65
Total Expenditure	7319.03	576.27
Profit/(Loss) Before exceptional item and Tax	103.93	195.38
Exceptional items	(4810.21)	(16.39)
Profit/(Loss) Before Tax	(4,706.23)	211.77
Current Tax	16.02	32.61
Deferred Tax	(0.93)	0.18
Earlier year demand paid	-	-
Profit/(Loss) after tax	(4,721.32)	178.98

2. STATE OF COMPANY BUSINESS AFFAIRS

During the financial year 2023-24, the Company has recorded total Revenue of ? 7,423.01 Lacs as compared to the last year of ^ 771.65 Lacs. The company has gained Profit Before exceptional item and Tax of ^ 103.93 Lacs as compared to ^ 195.38 Lacs in the previous year as per chart above. The Directors are optimistic about future performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2023-24 referred in sub-section (3) of Section 92 has been placed is mentioned below: http://www.sunshinecapital.in/resource/Share-Holders-Information/Financial.aspx

4. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

5. SUBSIDIARY/ ASSOCIATE / JOINT- VENTURE COMPANIES

The Company does not have any subsidiary/ Associate / Joint-Venture Company.

6. SHARE CAPITAL

During the year, the Authorized Share Capital of the Company as has increased from ? 20,11,00,000/- to ? 1,04,16,72,000/- and Paid up Share Capital as has increased from ? 13,02,09,000/- to ^ 1,04,16,72,00,00/- as on 31st March, 2024.

7. DIVIDEND

No Dividend was declared during the year by the company.

8. TRANSFER TO STATUTORY RESERVES AS REQUIRED BY RBI ACT, 1934

During the year, the company has transferred ? 17,59,145/- to the Statutory Reserves Fund in accordance with the provision of Section 45-IC of the Reserve Bank of India, as the company has gained PAT of Rs. 87.91 Lakhs during the year.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS AS REQUIRED BY RBI ACT, 1934

The Company has not accepted any public deposits or any fixed deposits during the FY-2023-24. Hence, there are no defaults in repayment of amount of principal and interest as on the date of balance sheet.

10. RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non-Banking Financial Company.

11. NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non-Banking Finance Company Vide Registration No. B-14.01266 on dated 25th September 1998.

12. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 2016

Pursuant to the Non-Banking Financial Companies’ Auditor’s Report (Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

After Closure of Financial Year Mr. Narender was appointed as an additional Non-Executive & Independent Directors of the Company w.e.f. June, 18th 2024.

Also, Mr. Subodh Kumar was resigned as an Non-Executive & Independent Directors of the Company w.e.f. June, 18th 2024.

The detailed profile of the Director’s seeking appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the financial year, Ms. Priti Jain and Ms. Rekha Bhandari there was appointed as an additional Non-Executive & Non Independent Directors of the Company w.e.f. May 29, 2023.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Mrs. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

14. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Surendra Kumar Jain (holding DIN: 00530035) Managing Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

15. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a term upto the period of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for regularization of Independent Director is also placed on Website of the company i.e., www.sunshinecapital.in respectively.

During the Year, one (1) Meeting held in the F.Y. 2023-24 on 10/10/2023 of the Independent Directors.

16. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Bhupendra Kaushik, Mr. Subodh Kumar and Mrs. Promila Sharma are the Independent Directors of the Company as on March 31, 2024 and also as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programme for Independent Directors are available at the Company’s website.

17. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link http://www.sunshinecapital.in/resource /Share-Holders-Information/Policies.aspx.

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

18. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

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

The performance of Non — Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

19. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company

pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

A. Mr. Surendra Kumar Jain, Managing Director

B. Ms. Sangeeta, Chief Financial Officer

C. Mr. Amit Kumar Jain, Company Secretary

20. COMPANY SECRETARY:

Mr. Amit Kumar Jain, Company Secretary has joined the company w.e.f. 01 day of October,

2021.21. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board

confirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended 31^st March, 2024 on a going concern basis.

• The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

22. MEETINGS a) BOARD MEETINGS

The Board of Directors duly met Nine (10) times during the financial year 2023-24. The dates on which meetings were held are 29/05/2023, 10/08/2023, 28/08/2023, 30/08/2023, 29/09/2023, 08/11/2023, 27/12/2023, 12/01/2024, 29/01/2024, and 14/02/2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under: -

Name of Director	Designation	Category	Number of Board Meetings		Attend ance of Last AGM
			Directors Entitled to attend	Directors attended
Mr. Surendra Kumar Jain	Managing Director	Executive & Promoter	10	10	Yes
Mrs. Promila Sharma	Women Director	Non-Executive & Independent	10	10	Yes
Mr. Bhupendra Kaushik	Director	Non-Executive & Independent	10	10	Yes
Mr. Subodh Kumar	Director	Non-Executive & Independent	8	8	Yes
Ms. Rekha Bhandari	Director	Non-Executive & Non Independent	9	9	Yes
Mrs. Priti Jain	Director	Non-Executive & Non Independent	9	9	Yes

b) COMMITTEE MEETINGS: -i) AUDIT COMMITTEE

The Committee met 5 times dated on 29/05/2023, 10/08/2023, 20/09/2023, 02/11/2023 and 14/02/2024. During the financial year. The Composition of audit committee and their attendance at the meeting are as under:

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mrs. Promila Sharma	Chairperson**	5	5
Mr. Bhupendra Kaushik	Member***	4	4
Mr. Surendra Kumar Jain	Member***	5	5
Mr. Subodh Kumar	Member****	1	1

* Mr. Subodh Kumar has been appointed as a member of audit committee on 25.11.2023 in place of Bhupendra Kaushik.

(ii) NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises three members. All are Non-Executive Directors, of which two including Chairperson of the Committee are Independent Directors. During the year, (1) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 1 time dated on 28/05/2023 in F.Y. 2023-24. The Composition of Nomination & Remuneration Committee and their attendance at the Meeting are as under:-

	Name of Members	Category/ Designation	No. of Meetings
			Members entitled to attend	Members attended
	Mr. Bhupendra Kaushik	Chairman	1	1
	Mr. Luv Sharma	Member	1	1
	Mrs. Promila Sharma	Member	1	1

The amended/updated policy of nomination policy is also placed on website of the company i.e., www.sunshinecapital.in respectively.

(iii) RISK MANAGEMENT COMMITTEE:

The Committee met 2 times dated on 29/05/2023 and 05/01/2024 during the financial year ended on March 31^st 2024. The Composition Risk Management committee and their attendance at the meeting are as under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Surendra Kumar Jain	Chairman	2	2
Mr. Subodh Kumar	Member	1	1
Mrs. Promila Sharma	Member	2	2
Mr. Luv Sharma	Member	1	1

(iv) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two members are Independent Director. During the year, (1) Stakeholders Relationship Committee Meeting was convened and held.

Meetings of the Committee:

The Committee met 1 time dated on 23^rd November 2023 and in the FY. 2023-24.

The Composition of Stakeholders’ Relationship committee and their attendance at the meeting are as under: -

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Subodh Kumar	Member	1	1
Mrs. Promila Sharma	Chairman	1	1
Mr. Bhupendra Kaushik	Member	1	1

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board has been entrusted with the following Responsibilities:-

• To ensure proper funding and capital planning, management of capital markets risks, profit planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have sufficiently broad representation across major internal functions that can be directly influence the company’s liquidity risks profile (e.g. lending, investment, securities, wholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies risk exposure.

Meetings of the Committee:

The Committee met 1 time dated on 23/11/2023 during the financial Year ended March 31^st, 2024. The Composition Asset Liability Management Committee and their attendance at the meeting are as under:-

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mrs. Surendra Kumar Jain	Chairman	1	1
Mr. Bhupendra Kaushik	Member	1	1
Mr. Promila Sharma	Member	1	1

(vi) INVESTMENT COMMITTEE:

The Investment Committee comprises of three members of which two including Chairperson of the Committee are Independent Director. During the year (1) Investment Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met one (1) time dated on 23/11/2023 during this Financial Year.

The Composition Investment Committee and their attendance at the meeting are as under: -

	Name of Members	Category/ Designation	No. of Meetings
			Members entitled to attend	Members attended
	Mr. Surendra Kumar Jain	Chairperson	1	1
	Mrs. Promila Sharma	Member	1	1
	Mr. Bhupendra Kaushik	Member	1	1

Compliance Officer:
Name of the Compliance Officer	Contact Details	E-Mail ID
Amit Kumar Jain (Company Secretary)	011-23582393	[e-mail]
Surendra kumara Jain (Managing Director)	011-23582393	[e-mail]

(23) SHAREHOLDERS MEETING

There is only three Share Holders Meeting i.e. one Annual General Meeting held on 22.09.2023 through Video Conferencing (“VC”)/ Others Audio Visual Means (“OAVM”) and two Extra Ordinary General Meeting held on 13.12.2023 and 23.02.2024 through Video Conferencing (“VC”)/ Others Audio Visual Means (“OAVM”).

(24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are not applicable to NBFC company. Further details of investment are given in the Notes to the Financial Statements.

(25) INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(26) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee. The whistle Blower Policy is available on the website of the company i.e., www.sunshinecapital.in .

(27) GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

(28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the Financial Year 2023-24 is annexed herewith to the Financial Statements in Form No AOC -2.

(29) MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report under Annexure I.

(30) CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is INR 10,41,67,2000/- (Rupees Thirteen Crore Two Lakh Nine Thousand Only) and Net worth is INR 55,36,46,647.97/- (Rupee fifty five crore thirty six lacs forty six thousands six hundred forty seven Only) as at March 31^st, 2024.

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary’s Certificate certifying the Company’s compliance with the requirements of listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

(31) AUDITORSA. STATUTORY AUDITORS:

FOR GSA & ASSOCIATES LLP, Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 29^th Annual General Meeting held on September 22, 2023, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2023-24 to 2026-27.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

(a) Statutory Auditor’s Report

The Auditors have given the Statutory Auditors’ Report for the FY ended 31^st March, 2024 and is annexed herewith marked as Annexure-IIIand forms part of the Annual Report.

(b) Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Practicing Company Secretaries) as Secretarial Auditor to conduct the Secretarial Audit for the F.Y. 2023-24.

(i) Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marked as Annexure- IVto this report in Form No. MR-3.

(ii) Secretarial Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

C. INTERNAL AUDITOR

The Company has appointed Mr. Sudhish Kumar Verma as an Internal Auditor of the Company for the Financial Year 2023-24.

(i) Internal Auditor’s Report

Mr. Sudhish Kumar Verma placed the internal audit report to the Company.

(ii) Internal Auditor’s Observations

Internal audit report is self-explanatory and need no comments.

(32) MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

(33) ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on Bombay Stock Limited (BSE) having nationwide trading platform.

(34) PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31^st March, 2024.

Sr. No.	Name of Directors	Remuneration P.A.	Ratio to Median Remuneration of Employees
1.	Mr. Surendra Kumar Jain	NIL	NIL

Note: No sitting fees paid to Independent Directors and Non-executive director and hence not included in the above table.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2023-24: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company is 8.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

(35) DEMATERILISATION OF SHARES

The Company has connectivity with CDSL & CDSL for dematerialization of its equity shares. The ISIN INE974F01025 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participants 98.63% and balance 1.37 % is in the physical form of the company’s paid-up Share Capital is in dematerialized form as on 31^st March, 2024.

(36) LISTING OF SHARES

The Company has got listed 1041672000 Equity Shares of INR 1/- each on BSE.

(37) CREDIT RATING

The directors of the Company are pleased to report that the Company is registered with all four RBI Authorized CIC’s Companies i.e., TransUnion CIBIL Limited (Formerly: Credit Information Bureau (India) Limited). Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt. Ltd, CRIF High Mark Credit Information Services Pvt. Ltd.

(38) EXPOSURE TO REAL ESTATE

During the year, Company has Outstanding Balance/Exposure in Real Sector to INR 37.76 (In Crore). The details of the Real sector exposure of the company is as under:-

S. No.	Name of the Borrower	Amount (In Rs.)
1	Ambition Hotels Pvt. Ltd.	18,26,549/-
2	Best Real Build India Pvt. Ltd.	6,26,09,864/-
3	Best Reality LLP	13,12,89,453/-
4	Ridhi Sidhi Malls & Multiplexs Pvt. Ltd.	5,46,24,094/-
5	Saha Buildestate Pvt. Ltd.	6,75,668/-
6	Saha Infratech Pvt. Ltd.	38,10,737/-
7	Sunworld Residency Pvt. Ltd.	10,98,60,826/-
8.	Bleu Noir Infrastructure development Pvt. Ltd	101,54,918/-
9.	Promising Empire Pvt. Ltd	28,43,600/-
	Total	37,76,95,709.50/-

(39) CAPITAL FUND TO RISK WEIGHTED ASSETS

The Percentages to capital funds to risk weighted assets/ exposures are as follows:

Particulars	(In %)
Tier-I Capital	7.20 %
Tier-II Capital	6.27 %
Total	13.47%

(40) HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labor laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

(41) HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

(42) DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023-24.

(43) COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

The company has followed all regulatory directions such as KYC, Norms, Provisioning Norms, CRAR, Asset Liability Management, Fair Practice Code, Fraud Reporting etc., required by the Reserve Bank of India, the regulator for the NBFCs.

(44) SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

(45) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the website of the company i.e., www.sunshinecapital.in.

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

• No of complaints received : NIL

• No of complaints disposed off : NIL.

(46) DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Mr. Surendra Kumar Jain, an Independent Director as the Chairman, Mrs. Promila Sharma, Mr. Subodh Kumar and Mr. Luv Sharma, both are Independent Directors, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is continuously reviewed by the Management of the Company.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

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

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

(48) DETAILS OF CRYPTO / VERTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during Financial Year 2023-24.

(49) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2024 till date of this Report.

(50) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

(51) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

A. Conservation of Energy

Steps taken/ impact on conservation of energy, with special reference to the following: NIL Steps taken by the company for utilizing alternate sources of energy including waste generated:

NILB. Technology absorption

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical know, how from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year). following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

C. Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings	31st March.	31st March.
	2024	2023
Earnings in Foreign Currency	NIL	NIL
(FOB Value of exports)
Expenditure in Foreign Currency	NIL	NIL

(52) DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016.

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

(53) CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company’s website http://www.sunshinecapital.in/.

(54) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

(55) GREEN INITIATIVES

This year too, Annual Report and the notice of the 30^th Annual General Meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

---

Mar 31, 2023

The Directors have pleasure in submitting theiAftnual Report on the business and operations ofCtompany along with the Audited FinanddStatement for the financial year endedMhrch, 2023.

1. FINANCIAL SUMMARY HIGHLIGHT

Financial Results of the Company for the year under review along with the figures for previous ye ar a e as

follows:

PARTICULAR’S	31st MARCH, 2023	31st MARCH, 2022
Total Income	771650	761603
Profit/(Loss) Before Tax	2111772	(710.68 0)
Current Tax	326B	-
MAT Credit	-	-
Deferred Tax	0.77	0.B8
Earlier year demand paid	-	(9.996)
Profit/(Loss) after tax	7 8.982	(720.864)

2. STATE OF COMPANY AFFAIRS

During the finaiial year 2(22-23, the Company has recordetbtalRevenue ofT 7,71,65,041 /- as compared to

the last year dF 7,61,60,345/-. The company has gained profitof 1,78,98,210/- during the year as compared

to Net Lossaf T 7,20,86,400/- in the last year. The Directors are optimistic about future performance of le

Company.

3. GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organisation declared a global pandemic of the Novel Corona virus disease (CjDVH D February I, 2020. This pandemic continued to be a global challenge, creating disruption across the world. The pandemic overwhelmed India’s medical infrastructure. Company operations also remained affected due to restricted movement, disrupted sdypines and temporary shutdown of some customer’s locations.

Amid the pandemic, the Company launched a Vaccination drive for its employees to ensure their safety. n enforcing social distancing to contain the spread of the disease, our offices artdafftaes all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee first approach, the Company quickly instituted measures to trace all employees and he assured of their w ell being. Our teams reacted with spread and efficiency, and quickly leveraged technology to shift the workforce to an entirely new “work-fr om-home” model. Proactive preparations were done in our work locations during this transition to ensure our offices are safe.

4. WEB ADDRESS OF ANNUAL RETURN

The Web Addresswhere Annual Return of the Company for the Financial Ye&T-ZB referred in sub section (3) of Section 92 has been placed is mentioned below: http://www.sunshinecapital.in/resource/Sh-Holder s-Information/F inancial.aspx

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of com pany.

6. SUBSIDIARY/ ASSOCIATE/ JOINT- VENTURE COMPANIES

The Company does not have any subsidiary sociate / JoinVenture Company

7. SHARE CAPITAL

During the year, there was an Increase in Authorized Share Capital of the compaif$- to ^20 .IKIKII/ The Authorized Share Capital of the Company as dhMlrch, 2(23 was ?20 .IK I Kilt -

and Paid up Share Capital as on^st3SH arch, 2(23 was (2,(9,(DO''

8. DIVIDEND

N o Dividend was declared during the ydar the company

9. TRANSFER TO STATUTORY RESERVES

During the year under review, tCempany has not transferredny amountto the Statutory Reserves Fund from theNetprofits of the Company in accordance with the provision of SectioC 45f the Reser iBank of India, as the company has incurred loss during the .year

10. NON-ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not invited/ccepted any public deposits or any fixed deposits during tFY-2022-23.

Hence, there are no defaults in repaymenanofunt of principal and interest as on the date of balance sheet.

11. RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the N on-Banking F inancial Company.

12. NBFC REGISTRATION

The company has been registered with Reserve Bank of India as-BNnking Finance Company Vide Registration No. -4.0266 on dated 25th September 1998.

13. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 2016

Pursuant to thNon-Banking Financial Companies’ Auditor’s Report (Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the tdonec and prudential norms as prescribed under the RBI Act, D34.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During thefinancial year2022 -23, Mr. Bhupendra Kaushikand MrsPromila Sharmavas appointed as an Additional NonExecutive Independent direor of the company oiNovember 5, 2022 subject to the approval of Shareholders, whoe appointment was regularized by the shareholder! the Extra Ordinary General Meeting held on February 28, 2022While on the same datiee., November 5,2022, Ms. Rajni Tnwar ceases to be the Director of the company.

On February 3, 2023, MrS ujan Mal Mehtand Mr.Anil Prakas Resigned from their directorship citing personal reason and later on March 16, 2023 Mr. Luv Sharma was appointedi as on-Executive Director Independent Director of the Company ,

Ms. Rekha Bhandari who was appointed a Directorin Company resigned from her directors hip the company w.e.f. March B, 2023.

After closure of financial yeM,s. Priti Jaiand Ms. Rekha Bhandaitherewas appointed as an additional N on-Executive & N on Independent Directors of the Company w.e.f. May 29,, 2023

The detailed profile of thMrector’s seeking appointment is given in the explanatory statement accompanying notice to AGMind additionally in thCorporate Governance Report forming part of the Annual Report.

During the year under review, no NEnecutive Directors (NEDs) of the Company had any pecuniary relationship or transactiowith the Company

As required under Regulation 34(3) read with e&uJe V Para C (D)(i) of LODR, Certificate from the Mr Parul AgarwalPracticing Company Secretary that none of the Company’s Directors have been debarred or disqualified from being appointed ocontinuing as directors of Companies, is enclosed as ameAjre to the Corporate Governance Report.

DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 20® and Articles of Association of the Company, Mr. Surendra Kumar J (DIN : 00530035) , Managing Director of thempany, is liable to retire by rotation at the erasing Annual General Meeting and being eligible, offer himself foppointment. The Board of Directors recommends hi-appointment.

INDEPENDENT DIRECTORS:

The Independent Directors hold office fdreranupto the periocbf five years and are not liable to retire by rotation .The Independent Directors have submitted their disclosure to the Board that they fulfill all ie requirements as tqualify for their appointment as an Independent Director uMerprovisions oft he Companies Act, 20® as well as SEBI (Listing Obligationsd Disclosure Requirements) Regulations, 20)5.

The policy forregularization of Independent Director is also placed on Website of the company www.sunshinecapital.inrespectively

During the Yearpe (1) Meetingheld in the F.Y. 202222 on 0109/ 2022 of the Independent Directors. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 49 of the Act, Mr. Bhupendra Kka,uME. Promila Sharmand MrLuv Sharma are theIndependent Directors of the Company as March 3, 2023 and also as on date. The Company has received declarations from tIrndependent Directors to the effect that (a) they fulfill the criteria f • independence as laid down under Section 49(6) of the CompanieAct, 20® and the rules framed thereunder, read with Regulation 6(])(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got themselves registered in the data bank fordependent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Govof rlmslaiait and their names are

included in the dha bank maintained by IICA (they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharges (d) that they have complied with the Code fofndependent Director prescribed in ScUbri IV to the Companies Act, 20B which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the ContpasiyDrogrammes for Familiarizationfor theIndependent Directors about the nature of the Industry, Business model, roles rights and responsibilities of Independent Directed other relevant information. As required under Regulation 46(2)(i) of SEBI (ODR) Regulations the details of tFeamiliarizationProgramme for Independent Directors are available at the Company’s website.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policycan be accessed on the Company’s website at the web-link http://www.sunshinecapital.in/resource/ShAiolders-Information/Policies.as .

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such aqualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additional ltyh, e knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects coveredhby policy, which are considered.

Remuneration packages for directors, key and senior managemensonnel, are drawn up in consonance with the tenets as laddwn in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities rfiudictions being discharged as also the standards prevailing in the industry the concerned individuals get the best possrblmuneration packages permissible under the applicable laws, so that thC ompany gets to retain the berft quality and talent.

BOARD EVALUATION:

In compliance with the requirements of the Companies, Act and the SEBI (LODR) Regulations,

205, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual director s.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration C dmamMefedown evaluation criteria ^performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by thdependent Director at the Board and Committee Meetings, which shall be taken into account the time of reappointment Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and i such exercise, the direct ooncerned whose performance was being evaluated, did not participate.

Puruant to Section B4(3)(p) of the Companies Act, 20B, and Regulation 25(4) of LODR, Independent Directors have evaluatedhe quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of Bhard as a whfce and its Members and other required matters .

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based oncriteria such as the composition of committees, effectiveness of committee meetings etc.

The performance of NonExecutive Directors, the Board as a whole and the Chairman of the Company was evaluated byIndependent Directors, after taking into account the views of the Executive Director and NEDs .

The Board and the Nomination and RemunsmatCommittee reviewed the performance of individual directors based on critersuch as the contribution of the individual director to the Board and committee meetings like preparedness on the issues todiscussed, meaningful and constructive contribut iand inputs in meetings, et c.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securit s and Exchange Board ofndia on January 5, 2017.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated Ksey Managerial Personnel of the Company pursuant to Section 2(51) and Section 2(3 of the Act, read with the Rules framed there under:

A. MrSurendra Kumar Jain Managing Director

B. Ms.Sangeeta Ch ief Financial Officer

C. Mr. Amit Kumar jai,n C ompany Secretary

COMPANY SECRETARY:

Mr. Amit Kumar Jain, Companycretary hajoined the companyw.e.f. 01 day of October, 2021.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provoni of section B4(5) of the Companies Act, 20B the Board confirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followec along with proper explanation relatgito material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that were reasonable and prudent so as to give a true and fair view of the state of affaii of the Company at thend of the financial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance of adequate accounting records n accordance with the provisions of the Companies Act, 20B for snfegling theassets of the Company

and for prevention & detecting fraud & other irregular ities;

• The Directors have prepared the accounts for the year endM Brich, 2023 on a going concern basis.

• The directors had laid down internal financial controls tfollowed by the Company and that such internal financial controls are adequate and were operating effec tively.

• The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequatel aoperating effectively.

16. MEETINGS a) BOARD MEETINGS

The Board of Directors dulcet Nine (09) times during thefinancial year 2022 -23. The dates on which meetings were held are24/05/2022, 02/08/2022, 12/08/2022, 22/08/2022, 01/09/2022, 05/11/2022,

04/01/2023, 04/02/2023, and 16/03/2023.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SE1 (Listing Obligations and Disclosure Requirements) Regulations /^Companies Act, 20B.

The Composition of IshBoard of Directors, their attendance at Board Meetings and last Annual Gener; Meeting is au nder: -

Name of Director	Designation	Category	Number of Board Meetings		Attendanc e of Last AGM
			Directors Entitled to attend	Directors attended
Mr. Surndra Kumar Jain	Managing Director	Executive & Promoter	9	9	Yes
Mr. Luv Sharma	Director	N on-Executive & Independent	0	0	NA
Mrs. Pr omila Sharma	Women Director	Non-Executive & Independent	3	3	NA
Mr Bhupendr a Kaushik	Director	Non-Executive & Independent	3	3	NA
MrSujan Mal Mehta	Director	Non-Executive & Independent	7	7	Yes
Mr Anil Prakas h	Director	Non-Executive & Independent	7	7	Yes
Ms. Rajni Tanwar	Director	Non-Executive & Professional	6	6	Yes
Ms. Rekha Bhandari	Director	N on-Executive & N on Indepenlent	8	8	Yes

Ms. Rekha Bhandari who was appointed Mson-Executive & Non Independent Director in Company ceases to be the Director of the company w.e.f. March B, 20Ue to some personal reason s

After closure of financial yeMs. Priti Jaiand Ms. Rekha BhandarWas appointed as an additional Non Executive & Non Independent Directors of the Company w.e.f. May 29, . 202Br. Subodh Kumawas appointed as an additional NoExecutive & Independent Directors of the Company w.Afigust D , 2023 .

Their appointment are subject to be regularized by the shareholders in the ensuing AGM of the company.

b) COMMITTEE MEETINGS: -

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which members including Chairperson of t he Committee is Independent Director. During year 5) Audit Committee Meetings weranvened and held.

Meetings of the Committee:

The Committee met5 times dated on 24/05/2022, 30/06/2022, 25/09/2022, 29/10/2022 and 03/02/2023

during the financial yeafThe Composition of audit committee and their attendance at the meeting are as under:

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sujan Mal Mehta	Chairman*	5	5
Mrs. Promila Sharma	Chairpersn**	5	5
Mr. Anil Prakash	Member*	5	5
Mr. Bhupendra Kaush ik	Member ***	0	0
Mr. Surendra Kumar J ain	Member***	0	0

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Director and Chairman of the Committee w.e.f. February (B, 2023.

** Mrs. Proim Sharma was appointed as Chairperson of the Committee w.e.f. February C3 , 2(23.

*** Mr. Bhupender Kaushik aiM r. Surendra Kumar Jain was appointed as Member w.e.f. February C3, 2C23.

(ii) NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remunarion Committee comprises three membeAll are Nonexecutive Directors, of which two including Chairperson of the Committee are Independent Directors. During th^4)year, Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met times dated on 24/05/2022, 15/09/2022, 29/10/2022 and 16/02/2023 in F .Y 2C22 -23 .

The Composition of Nomination & Remuneration Committee and" tateiendance at the Meeting as under-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Anil Prakas h	Chairman	04	04
Mr. Bhupender KausMk	Chairman	0	0
Mr. Sujan Mal Mehta	Member	04	04
Ms. Rajni Tanwar	Member	03	03
Mr. Luv Sharma	Member	0	0
Mrs. Promila Shar#ft&/#	Member	1	1

* Mr. Anil Prakash Ceased to Efcirector ^Chairman of the Committee w.e.f. February CB, 2123.

** Mr. Bhupender Kaushik was appointed as Chairman of the Committee w.e.f. February 03, 2C23.

# Mr Sujan Mal Mehtaased to be Director and Member of the Committee w.e.f. February 03 , 2023.

## Ms. Rajni Tanwaiceased to beDirector &Memberw.e.f. November 05, 2C2 2.

### Mr.Luv Sharma appointed as Membethrf Committee w.e.f. March 6, 2023.

##### Mrs. Promila appotnd as Member of the Committee w.e.f. November 05, 2122.

The amendedhpdated policy of nomination policy is also placed on website of the company., www.sunshinecapital.inrespectivelv .

(iii) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee mprises three members of whicWot including Chairperson of the Committee are Independent Director. During the Tewo (2) Risk Management Committee Meetings were convened and held.

Meetings of the Committee:

The Committeenet 2 times dated on 10/07/2022 and 02/01/2023 during the financial year ended on March 31^st 202 3. The Composition Risk Management committee and their attendance at the meeting are as under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Anil Prakash	Chairman	2	2
Mr. Bhupender KausMk	Chairman	0	0
Mr Sujan Mal M eh* a	Member	2	2
Mrs. Promila SharM*	Member	1	1
Mr. Luv Sharrtt**	Member	0	0

*Mr Sujan Mal Mehland Mr. Anil Prakash Ceased tcEbeectorsMember and Chairmanf the CommitteEespectively w.e.f February 03, 2023.

** Mr. Bhupender KaushWa s appointed as Chairman of the Committee w.e.f. February 03 , 2023 *** Mrs. Promila Sharma was appointedMember of the Committee w.e.f. November 06, 2022.

****Mr. Luv Sharma appointed as Member of the Committee w.e.f. March 6 2023.

(iv) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of whiclmembers are Indepeneht Director. During the ye^T) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committeemet 4 times dated on 23/05/2022, 20/09/2022, 05/11/2022 and 15/02/2023 and in the FY. 2022-23.

The Composition^ Stakeholders’ Relationship committee and their attendance at the meeting are asnder: -

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr Sujan Mal M eht a	Chairman	3	3
Mrs. Promila ShariM	Chairman	1	1
MrAnil Prakash *	Member	1	1
Mr. Bhupender Kaushfl* *	Member	0	0
Mr. Luv Sharma****	Member	0	0

* Mr. Sujan Mal Mehta and Mr. Anil Prakash CeasedCttoafemanand Memberof the Committee reeptively w.e.f. November05, 23222 and F ebruary (B, 2323.

** Mrs. Promila Sharma was appointed as Chairperson of the Committee w.e.f. November 36, 2322 *** Mr. Bhupender Kaushik was appointed as Member of the Committee w.e.f. February C3, 2323 ****Mr.Luv Sharma appointed as Member of the Committee w.e.f. March E, 2323.

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liabilit Management Committee comprisef three members of which two including Chairperson of the Committee are Independent rIDCtor During the yeaTwo (2) Asset Liabilit Management Committee Meetings were convened and hel d.

The Asset Liability Management Committee of the Board has been entrusted with the following Responsibilities-

• To ensure proper funding and capital ipding, management of capital markets risks, profit planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have sufficiently broad representation across major internal functtbat can be directly influence the company’s liquidity risks profile (e.g. lending, investment, securities, wholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies isk exposure.

Meetings of the Committee:

The Committeenet 2 times dated on 23/05/2022 and 20/09/202 during the financialYear ended March31^st,

2323 .The CompositionAsset LiabilityManagement Committee and their attendance at the meeting are as under -

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sujan Mal Mehta	Chairman	2	2
Mrs. Promila Shartta	Chairman	3	3
Mr. Anil Praka1 2 h	Member	2	2
Mr. Bhupende3 Kaushik	Member	3	3
Mr. Surendra Kumar Jain	Member	2	2

Meetings of the Committee:

The Committee metone (2) times dated on 23/05/2022 and 20/09/2022 during the inancial Year ended March 3% 2023 .

The Composition! nvestment Committee and their attendance at the meeting are as under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr Sujan Mal M eht a	Chairman	2	2
Mr. BhupendeKaushik **	Chairman	0	0
MrAnil Pakash*	Member	2	2
Mrs. Promila Sharft**	Member	0	0
Mr. Surendra Kumar Jain	Member	2	2

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Chairman and Member of the Committee resp tively w.e.f. November 05, 2C22 and February C3, 2C23.

** Mr. Bhupender Kaushik was appointed as Chairman of the Committee w.e.f. February C3 , 2023 *** Mrs. Promila Sharma was appointed as Member of the Committee w.e.f. November 05, 2022

Compliance Officer:

Name of the Compliance Officer	Contact Details	E-Mail ID
AMIT KUMAR JA IN (Company Secretary)	011 -23582393	[e-mail]
Surendra kumar Jain (Managing Director)	011 -23582393	[e-mail]

(17) SHAREHOLDERS MEETING

There is onlywo Share Holders Meeting i.e. one Annual General Meeildgjn 29.C9.2C2 2 at C2:CC P .M. through Video Conferencing (“VC”)/ Others Audio Visual Means (“OAVM”) and one Extra Ordinary General Meding held on 28.C2.20Z3 at 02:5 P. M through Video Conferencing (“VC”)/ Others Audio Visual Means (“OAVM”).

(18) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investment covered under the provisions of section B6 of the Gemparat, 20B are

not applicable to NBFC company. Further details of investment are given in the Notes to the Finar ial

Statements.

(19) INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the naturae atfdbuisiness operations.

Your Directors arf the view that there are adequate policies and procedures in place in the Company so as t ensure : ⁴

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of finan al statements iaccordance with generally accepted accounting principles, and that receipts and expenditures

of the company are bein mg ade only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized; iainpi, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.

(20) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 77(9)md (10) of the Companies Act, 20B and Regulation 22 of SEBI (LODR) Regulations, 205, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatmeomplaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a msch afar employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has beeacctesisied to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the compan 4www.sunshinecapital.m.

(21) GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there we e nc transaction pertaining to or developments/happeningn respect of such matters, during the year under r eview:

1 Issue of equity shares with differential rights as to dividend, voting or oth erwise.

2 Issue of shares (including sweat equity shares) to employees of the Company under any scheme gncludin the stock optionchemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern s tus and Company’s operations in futur e. ⁵

(25) AUDITORS

A. STATUTORY AUDITORS:

M/s Tiwari &Mishra, Chartered Accountants (Firm Registration No. QBS9aihIi)ory Auditors of the Company, have in compliance with the provisions of Section B9 of the Companies Act, 20B read with the Companies (AuditAnd Auditors )Rules, 204, were appointed in the 28^th Annual General Meeting held on September 29, 2022, as the Statutory Auditors of Chmpany to hold office as such for a term of fivesyea from the financial year 20-23 to 2026 -27.

The N otes on rfancial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the StatutorytApdfetails of which are required to be disclosed u/s 43(E) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that heir appointment, if made, would be within the limits prescribed under sectioi(3)(Jg) of the Companies Act,

20B and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of t 5 proviso to section B9(l), section 41(2) and section 41(3) of the companies Act, 20B, and the provisions of Companies (Audit and Auditors) Rules, 204

(a) Statutory Auditor’s Report

The Auditors have given the Statutory Auditors’ Report for the FY ended 31^st March, 20B and is annexed herewith marked aAnnexure-III and forms part of the Annual Report.

(b) Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account aexpEbniftory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

B. SECRETARIAL AUDITOR:

The Companyhas appointedACS Parul Agrawa(PracticingCompany Secretari^sas Secretarial Auditoo conduct the Secretarial Au fitr the FY. 202 2-2B.

(i) Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marken nexure- IVto thisreport in Form N o.

MR3.

(ii) Secretarial Auditor’s Observations

T he observations made by Auditors with reference to notes to account aexpEanUitory and need no comments. The Board of Directors considered the matter and seeking to rlee ohat ter, if any.

C. INTERNAL AUDITOR

The Company hasappointed Mr. Sudhish Kumar Verma as an Internal Auditor of the Company for the Financial Year 222 -2B .

(i) Internal Auditor’s Report

Mr.SudhishKumarVermaplaced the internal audit repo to the Company.

(ii) Internal Auditor’s Observations

Int ernal audit report self-explanatory and need no comments .

(26) MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government unsbrtisnbO) of Section 148 of the Companies Act, 20)3 is not applicable to the Company and accordingly such accounts and records are not required to be made amhintained. AlsoCost Audit is not applicable to the Company.

(27) ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place and a good reputation is among t e primary determination of value to the shareholders. For this purpose, the Management has listed its sh res on Bombay Stock Limited (BSE) having nationwidadtng platform .

(28) PARTICULARS OF EMPLOYEES

Disclosure under Section 97(2) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 20)1.

1. Ratio of remuneration of each director to the median remuneration ofphhyeesnof the company for the financial year ended 3 March, 2023.

Sr. No.	N ame of Directors	Remuneration P.A	Ratio to Median Remuneration Employees
1	Mr. Surendra Kumar J ain	NIL	N IL

Note: No sitting fees paid to Independent Directors and Non-executive director and hence not included in the above table.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Mana.:r, if any, in the financial year 201223: NIL

3. Percentage increase in median remuntion of employees in the financial yeNIL

4. The number of permanent employees on the rolls of the company as^stM3ich,2Q2 3 is 9 (Nin^

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20)1, it is affirmed that the remeration paid to the DirectoKey Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

(29) DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The I! N INE974F0)D7 has been allotted for the Company. Therefore, the investors may keep their shareholding in tl electronic mode withhtsir Depository Participant86.93 % and balanceB.07 % is inthe physical form of the company’s paid-up Share Capital is in dematerialized form as ohMkrch, 2023.

(30) LISTING OF SHARES

The Company has goti sted 1,30,20,900 Equity Shares of INR /B each on Bombay Stock Exchange (BSE) .

(31) CREDIT RATING

The drectors of the Company are pleased to report that the Company is registered with all four R BI Authorized CIC’s Companies i.e., TransUnion CIBIL Limited (Formerly: Credit InformationuE(Undia)

Limited). Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Priv te Limited (ECIS), Experian Credit Information Company of IndiL tdvCRIF High Mark Credit Information Services PvtLtd.

(32) EXPOSURE TO REAL ESTATE

During the yearCompany has Outstanding Balance/Exposure in Real SectoLNoG4.58 (In Cror<).

S. No.	Name of the Borrower	Amount (In Rs.)
1	Ambition Hotels Pvt. Ltd.	2099,775/ -
2	Amiable Hotels Pvt. Lt d.	D,8(59D/ -
3	Antaral Hote Pvt. Ltd.	5,2P72/ -
4	Best Real Build India Pvt. L td.	5,90,03,00! -
5	Best Reality LL P	1239,6(43! -
6	Makeshift Hotels Pvt. Ltd.	3,39,91T -
7	Ridhi Sidhi Malls & Multiplexs Pvt. Ltd.	5,05,20,706/ -
8	ROI Hotels India Pvt. L td.	8,20,637/ -
9	Saha Buildestate Pvt. Ltd.	6,30,544/ -
D	Saha Infratech Pvt. Ltd.	35,39,99/
11	Sunworld Residency Pvt. Ltd.	1(23,1,097/ -
	Total	34,58,30,062/-

(33) CAPITAL FUND TO RISK WEIGHTED ASSETS

The Percentages to capital funds to risk weighted asjsaptasures are as follows:

Particulars	(In %)
Tier-I Capital	115. 50
Tier-II Capital	QE
Total	115.62

(34) HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law Jabdir laws. The Company as been complying with the relevant laws and has been taking all necessary measures to protect the environment a 1 maximize worker protection and safety.

(35) HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follqwticy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right tahit to support different products and geographies and is taking effective steps to retain the talent. It has buil a open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus o Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

(36) DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, yodir ectorsdo not observe any transactionwhich could result in a fraud.

Your Directors herebyleclares that the Company has not been encountered with any fraud or fraudulen activity during the F inancial Year220Z3 .

(37) COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicablprovisions of the Companies Act, 03, Listing Agreement executed with the Stock Exchange), SEBI (Listing Obligations and Disclosure Requirements) Regulations,

205 and other applicable rules/ regulations /guidelines issued from time to time.

(38) SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the aSialrStandards specified by the Institute of Company Secretaries of India on April 0, 205, the Secretarial Standards on Meetings of the Board of Directors (S-S and General Meetings (S-S) came into effect from July 0( 205. Thereafter, Secretarial

Standards were revised with effect from October 0( 207. The Company is in compliance with the Secretarial

Standards .

(39) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an A-Sexual Haassment Policy in line with the requirnts of the Sexual Harassmentf Women at the Workplace (Prevention, Prohibition & Redressal) Act, 20B. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual har.aAJiheiitployees (permanent, contractual, temporary, trainees) are covered under this pTolhicey .policy is available on the website of the company, e., www.sunshinecapital.in .

The following is a summary oExual harassment complaints received and disposed off duringftn.ancial year 2022-23.

• No of complaints received 0

• No of complaints disposed off : N.A ,

(40) DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

In compliance with Regulation2(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 20)5 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 202) a Risk Management Committwas constituted by the Board of rDctors comprising of Mr. Bhupendra Kaushikn Independent Director as t hChairman, Msr Promila Sharmand Mr.Luv Sharma both areIndependent Director to oversee implementation of the Risk Management Policy in force in the Company, andmonitor andevaluate risks, basis appropriate methodology, processes and syst ems.

The Risk Management Poli city in force and application in the Company, has been drawn up based on a detailed assessment of thoperational risks, risks associated with related busiinsdsidia, in general and the business of the Company in particulaThe Risk management Policy also covers the risks related to the Company assets and property, the risks which the employeetsheifCompany may get exposed to, the risks arising out of non-compliance if any, with the provisions of and requirements daidn under various applicable statutes, Foreign Exchange related risks, risks which coulriabenfrom business competition, contractual risks e tc.

The assets of the Company are adequatelyriiesl against the loss of fire, riot, earthquake, terrorism, loss of profits, etcother risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk managemecKtntinuously reviewed by the Management of the Company.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect thperformance of the CompanyThe policy has been uploaded on the websitof the Company.

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

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

(42) DETAILS OF CRYPTO / VERTUAL CURRENCY

There were no Transaction and F inancial Dealing in Crypto / Virtual Currency during F maHtM-Ye ar

(43) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there aruo material changes and commitments affecting the finahnposition of the Company, occurred between the end of the Finan ytalr ofthe Company i.e. March 3( 2023till date of this Report.

(44) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

(45) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of gyeitechnology absorptionforeign exchange Earnings and outgo as required under Section B4(3) of the Companies Act, 20B read with Rule 8(3) of the Companies (Accounts) Rules, 204 is furnished

A. Conservation of Energy

Steps taken/ impact on conservation of energy, with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including waste generated:

B. Technology absorption

Efforts, in brief, madowards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical know, how from anyone and hence not appeic

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred Research and Development: The Company has not incurred any expenditure on research and development.

C. Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings	31st March, 2023	31st March, 2022
Earnings in Foreign Currency	NIL	NIL
(F OB Value 6 exports )
Expenditure in Foreign Currency	NIL	NIL

(46) DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no Application made or proceeding in theonathe Company under the Insolvency and Bankruptcy Code, 206

(47) CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company’s website http//www.sunshinecapital.i.

(48) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under rewiethere has been no one time settlement of loans taken from Banks and Financia Institutions.

(49) GREEN INITIATIVES

This year too, Annu Report and the notice of the^t ^Annual General meeting of the Company are being sent to all member sslectronicaly, at their registeredmail ids as made available to the Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt Ltd.

The evoting facility is being provided to the members to enable them to cast their votes electronically on a resolutions senforth in the notice, pursuant to Section 108 of the Companies Act, 20B read with Rule 20 of the Companies (Management anAdministration) Rules, 204. The instructions forvoting are provided in the notice .

Furthermore, in compliance withe conditions and the related procedure laid down in the MirAilars, the meeting and thevoting thereat shall take place in the manner so laid down

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers and Vendors Voluabkirsupport and assistance .

The Directors wish to place on record their appreciation of the commendable work done, dedication ant sincerity by all the employees of the Company at all levels during the year under review.

The Company will make evereffort to meet the aspirations of its shareholders and wish to sincerely than them for their whole hearted-operation and support at all times.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR SUNSHINE CAPITAL LIMITED

SURENDRA KUMAR JAIN PRITI JAIN DATE: 28^th August, 2023 MANAGING DIRECTOR DIRECTOR

PLACE: NEW DELHI DIN: 00530035 DIN: 00537234

1

Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Chairman and Member of the Comm ttee respectively w.e.fNovember 36 ,2322 and February 33, 2323.

2

Mrs. Promila Sharma was appointed as Chairperson of the Committee w.e.f. NovemBer

3

Mr. Bhupender Kaushik was appointed as Member of the Committee w.e.f. February 33 , 2323

(vi) INVESTMENT COMMITTEE:

The InvestmentCommittee comprises of three members of which two including Chairperson of the Committe are Independent Director. During tlye arTwo (2) InvestmentCommittee Meetingwere convened and held.

4

The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions : d dispositions of th assets of the company;

5

Corporate insolvency resolution process initiated en dpig of any insolvency proceedings under the insolvency andbankruptcy code, 20b (IBC)

(22) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the Financial -Year annexed herewith to the F inancial Statement^ (inm N o AOC2

(23) MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Lis ng Obligations and Disclosure Requiremts) Regulations, 205, is presented in a separate section which forms part of the Annual Report unAennexure I.

(23) CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 205, Report on Corporate Governance is applicable as the Company is within the prescribed limit tP^dt^p Share Capital of the Company ikNR B,02,09,ffl tf- (Rupees ThirteenCroreTwo Lakh Nine Thousand Only)and Net worth iINR D 3,05,B ,00 3/- (Rupees One hundred threeCrors Six Lakhs Eighteen Thousand Three Only) as at March 3") 2023 .

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 205 read with Schedule V thereto, detailed report on CorporaGovernance is included in the Annual RepoAtPracticing Company Secretary’s Certificate certifying the Company’s compliance with the requirements olifs ting regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) RegulatKns.s attached to the Report .

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Mar 31, 2016

To

The Members

Sunshine Capital Limited

The Directors have pleasure in submitting their Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(IN Rs,)

Particulars	31st March, 2016	31st March, 2015
Total Revenue	99,77,029	1,19,25,159
Profit before Tax	51,87,524	48,75,902
Current Tax	(16,08,252)	(15,26,660)
MAT Credit Entitlement	—	—
Earlier Year tax	—	(90)
Deferred Tax	(36,376)	27,266
Net Profit after Tax	35,42,896	33,76,418
Earning per Equity Shares	—	—
Basic	0.27	0.26
Diluted	0.27	0.26

OPERATIONAL PERFORMANCE:

During the financial year 2015-16, the Company has recorded revenue of Rs, 99,77,029/-. The Company has earned net profit of Rs, 35,42,896/- during the year as compared to profit Rs, 33,76,418/- in the last year. The Directors are optimistic about future performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

INTERNAL CONTROL SYSTEM:

The company has in place well defined and adequate internal controls commensurate with the size of the company and same were operating throughout the year. The company has in-house internal audit functions

SHARE CAPITAL:

The paid up share capital as on 31^st March, 2016 was Rs, 13,02,09,000/- and Authorised Share Capital of Rs, 13,11,00,000/-. The company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.

There has been no change in the equity share capital of the Company during the year.

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees of the company as the provisions of the said section are not applicable.

TRANSFER TO STATUTORY RESERVES:

During the year under review Company has transferred Rs, 7,30,548/- to the Statutory Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets Ten (10) times during the financial year from 1^st April, 2015 to 31^st March, 2016. The dates on which meetings were held are as follows:

1^st April 2015, 21^st May 2015, 29^th May 2015, 10^th August 2015, 31^st August 2015, 3^rd November 2015, 28^th December 2015, 30^th January 2016, 18^th February 2016, 14^th March, 2016.

BOARD OF DIRECTORS:

A.DIRECTOR RETIRE BY ROTATION:

Mr. Surender Kumar Jain (DIN: 00530035), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends their re-appointment.

B.DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The Following employees were designated as whole time key managerial personnel during the year under review:

(i) Mrs. Priti Jain, Managing Director

(ii) Ms. Megha Bansal, Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of Section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director’ s Responsibility Statement:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

- The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

- The Directors have prepared the accounts for the year ended 31^st March, 2016 on a going concern basis.

- The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

A.STATUTORY AUDITOR:

Mr. Anil Kumar, Chartered Accountant, had re- appointed as the Statutory Auditor of the company pursuant to the provisions of Section 139, 142 of the Companies act, 2013 and other applicable provisions, if any, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, on such remuneration to be decided by the Board of Directors of the Company

In this regard, written consent have submitted by Statutory Auditor for their eligibility and qualification to be re- appointed as Statutory Auditors of the company in terms of Section 139 of the Companies act, 2013 and also satisfy the criteria provided in section 141 of the Companies Act, 2013.

AUDITORS’ REPORT:

The Auditors’ Report is annexed herewith marked as Annexure III and forms part of the Annual Report.

AUDITORS’ OBSERVATIONS:

The observation made by auditor with reference to notes to account are self explanatory and need no comments.

B.SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali partner of M/s SAS & Associates having C.P. No. 9354 to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report is annexed herewith marked as Annexure I to this report in Form No MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer during the audit period. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

C.APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company for the financial year 2015-16. Mr. Deepak Tyagi placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2015-16 is being attached with the Directors report in Form No MGT-9 marked as Annexure II.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2015-16 is annexed herewith to this report in Form No AOC -2.

LISTING OF SHARES:

The Company has got listed 1,30,20,900 equity shares of '' 10/- each on Bombay Stock Exchange Limited (BSE) with effect from 20^th January, 2016.

Also, Equity Shares of the Company are listed at the Jaipur Stock Exchange and Delhi Stock Exchange Limited, but as per SEBI circular no. WTM/RKA /MRD/20/2015 dated 23^rd March, 2015; and SEBI circular no. WTM/PS/45/MRD/DSA/NOV/2014 dated 19^th November 2014; JSE and DSE have been derecognized as Stock Exchange respectively.

ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of Section 177 (9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company www.sunshinecapital.in

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN INE974F01017 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participants. 63.01% of the Company’s Paid-up Share Capital is in dematerialized form as on 31st March, 2016 and balance 36.99% is in physical form.

CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual

Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The policy is available on the website of the company i.e. www.sunshinecapital.in

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

- No of complaints received : 0

- No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

	Particulars	Current Year 2015-16	Previous Year 2014-15
A	Conservation of Energy	Nil	Nil
B	Technology Absorption	Nil	Nil
C	Foreign Exchange Earnings & Outgo	Nil	Nil

RBI GUIDELINES:

The Company continues to fulfil all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01266 on dated 25^th September 1998.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company gets its membership Certificate from all four CICs i.e, Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company''s performance and its systems & processes.

EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estate business during the financial year 2015-16:

S. No.	Name of Companies	Amount (in Rs,)
1.	Sunworld Developers Pvt. Ltd.	13,85,082/-
2.	Sunworld Residnecy Pvt. Ltd.	1,44,836/-
3.	Sunworld City Pvt. Ltd.	76,229/-
4.	Vishal Infrabuild Ltd.	1,47,87,629/-

The policy is available on the website of the company i.e. www.sunshinecapital.in

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentages to capital funds to risk weighted assets/exposures are as follows:

Particulars	(in %)
Tier-I Capital	100.56
Tier-II Capital	0.21
Total	100.77

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998:

Pursuant to the Non-Banking Financial Companies Auditor’ s Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

CAUTIONARY STATEMENT

Statements in the Board’s Report 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 operations include changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

For Sunshine Capital Limited

Place: New Delhi Priti Jain Surender Kumar Jain

Date: 26.05.2016 Managing Director Director

DIN: 00537234 DIN: 00530035

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Mar 31, 2015

The Directors have pleasure in submitting their Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Financial Result of the Company for the year under review along with the figures for previous year are as follows:

Particulars 31st March, 2015 31st March, 2014

Profit/(Loss) after depreciation 4,879,982 4,046,592

Less: Current Provision for Standard Assets 4,080 25,111

Provision for Sub- Standard Assets - (10,656,325)

Profit/(Loss) before tax 4,875,902 14,677,806

Less: Provision for Taxation

Current Tax (1,526,660) (1,190,050)

Previous Year Tax (90) -

Deferred Tax 27,266 25,490

Profit/(Loss) after tax 3,376,418 13,513,246

Add: Balance brought forward from last year 9,250,994 (1,564,702)

Surplus available for appropriation 12,627,412 11,948,545

Less: Appropriations - -

Fixed assets Written off 5,640 -

Transfer to Reserve Fund u/s 45IC of RBI Act, 669,848 2,697,551

1934

Surplus carried to Balance Sheet 11,951,924 9,250,994

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs, 1,19,25,159 /-. The Company has earned net profit of Rs, 3,376,418/- during the year as compared to profit Rs, 13,513,246/- in the last year. The Directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

During the year under review Company has transferred Rs, 669,848/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01266 dated 25th September 1998.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 15 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

25th April, 2014, 30th April, 2014, 05th May, 2014, 05th June, 2014,12th June, 2014,14th August, 2014, 26th August, 2014, 30th September, 2014, 27th October, 2014, 30th October, 2014, 15th December, 2014, 6th January, 2015, 19th January, 2015, 21s' February, 2015, 23rd February, 2015.

BOARD OF DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rajni was appointed as an Independent Director by the Board on 5th June, 2014.

RE-APPOINTMENT OF DIRECTOR:

Mr. Surender Kumar Jain, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends their re-appointment.

CESSATION:

During the year Mr. Vivek Kumar expressed his inability to continue as a Director due to other commitments and submitted his resignation. The Board of Directors has accepted the same and placed on record its appreciation for the services rendered by Mr. Vivek Kumar during his tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mrs. Priti Jain, Managing Director

(ii) Ms. Priyanka Sharma, Company Secretary

COMPANY SECRETARY:

Ms. Megha Bansal an Associate member of the ICSI, Delhi has been appointed by the Board of Directors as Company Secretary of the Company with effect from 01st April, 2015.

During the year Ms. Priyanka Sharma, Company Secretary of the Company has shown her desire to discontinue her services as Secretary of the Company, due to her pre-occupation. The Board of Directors has accepted the same and placed on record her appreciation for the services rendered by Ms. Priyanka Sharma during her tenure as Secretary of the Company.

AUDITORS OBSERVATIONS:

With reference to observations of Statutory Auditors with heading of opinion of the Auditor's Report, Management comments are as given below:

(a) The management has considered all long term investments are to be carried at cost less diminution in the value except for temporary diminution. The management of the company has considered this diminution of 12.00 Crores as temporary diminution. In the future years whenever the market will boom, the market price of the investment will increase.

AUDITORS:

STATUTORY AUDITORS:

Mr. Anil Kumar (M. No. 86223), Chartered Accountant as Statutory Auditors of the company needs to be holds office until the conclusion of the ensuing annual general Meeting and is recommended for re-appointment. A Certificate from the Auditor has been received to the effect that his re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment within the meaning of section 141 of the said Act.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Mr. Astik Mani Tripathi Proprietor of M/s Astik Tripathi & Associates having C.P. No. 10384 to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-lll to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer during the audit period. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company for the financial year 2014-15. Mr. Deepak Tyagi placed the internal audit report to the Company which is self explanatory and need no comments.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 is annexed herewith to the financial statements in Form No. AOC -2.

LISTING OF SHARES:

The Equity Shares of the Company i.e. 1,30,20,900 equity shares of Rs. 10/- are listed at the Delhi Stock Exchange Limited and Jaipur Stock Exchange, but as per SEBI circular No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been derecognized as Stock Exchange.

Application for listing of 1,30,20,900 Equity Shares has been proposed on BSE Limited as per BSE Direct Listing Norms in order to create Value for all the stakeholders.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The 151N No. INE974F01017 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participates. 63.02% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 36.98% is in physical form.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company gets its membership Certificate from all four CICs i.e, Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estate business during the financial year 2014-15:

S. No. Name of Companies Amount (in Rs.)

1. Sunworld Developers Pvt. Ltd. 4,10,00,000/-

2. Sunworld Residency Pvt. Ltd. 1,90,00,000/-

3. Sunworld City Pvt. Ltd. 1,09,00,000/-

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-I Capital 100.74

Tier-ll Capital 0.20

Total 100.94

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

- The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2015 on a going concern basis.

- The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177 (9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management 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 presented in a separate section which forms part of the Annual Report.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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

- No of complaints received : 0

- No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

Particulars Current Year 2014-15 Previous Year 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.



For and on behalf of the Board of Directors

Place: New Delhi Priti Jain

Date: 31.08.2015 Chairman & Managing Director

DIN:00537234

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Mar 31, 2014

The Board of Directors of the company take Immense pleasure in presenting their 19th Annual Report together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

FINACIAL HIGHLIGHTS

For the financial year ended 31st March, 2014 (IN Rs.)

Profit/(Loss) after depredation 4,046,592.00 2,453,747.00

Less: Current Provision for Standard Assets 25,111.00 (28,349.00]

Provision for Sub-Standard Assets (10,656,325.00) 10,656,325.00

Profit/loss) before tax 14,677,806.00 [8,174,229.00]

Less: Provision for Taxation - -

Current Tax 1,190,050.00 846,185.00

Previous Year Tax - -

Deferred Tax 25,490,00 [5,850.00)

Probe/(Lo») after tax 13,513,246.00 (9,088,244.00)

Add: Balance brought forward from last (1,564.702.00) 7,523,543.00

Surplus available for appropriation 11,943,545.00 (1564702.00)

Lass: Appropriations - -

Dividend on Equity Shares paid - -

lax on Dividend paid - -

Transfer to Reserve Fund n/s 451C of RBI 2,697,551.00 -

Surplus carried to Balance Sheet 9,250,994.00 (1,564,702.00)

GENERAL CORPORATE MATTERS

The company Is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement bath upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market It also affected the overall turnover in the Stock Market The Stock Market Index as on 31st March 2014 were at Low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

TBANSFER TO RESERVES

During (the year under review Company has not transferred to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 4SIC of the Reserve Bank of India Act 1934.

DIVIDEND

As the company kept the profits for investment in better projects It regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid do win by stock exchange.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management 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 presented in a separate section which forms part of the Annual Report.

LISTING OF SHAPES

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited and Jaipur Stock Exchange.

The Annual Listing Fees for the financial year 2013-2014 are paid for the Stock Exchange where the shares of the Company are listed.

BOARD OF DIRECTORS

The Board of Sunshine Capital Limited is duly consisting of Executives & Non Executives Directors. However Mr. Anil Prakash & Ms. tajni were appointed as additional Directors on 15th January, 2014 and 5th June, 2014 respectively. Necessary resolution is being proposed in the notice of ensuing Annual General Meeting for the approval of members for appointment of Mr. Anil Prakash & Ms. Rajnl as independent Director of the Company for term of Five years with effect from 26th September, 2014 to 25th September, 2019 Mr. Vivek kumar has appointed as the additional director of the company w.e.f. 01.01.2014 and Mr. Suman kumar Gupta has appointed as the additional director of the company w.e.f. 22.01.2014. but due to the unavoidable circumstances Mr. Suman Kumar Gupta has resigned from the directorship of the company w,e.f.31.03.2014 Directors place on record their appreciation of the valuable advice and guidance given by him while he was a Director of the Company

As per the provisions of Companies Act, 2013 and Article of Association of the Company at least two- third of total number of Directors (excluding Independent Directors) shall be retire by rotation. Mr. Surender Kumar Jain & Mr. Sujan Mai Mehta, Directors of the Company, are liable to retire by rotation.

Mr. Su]an Mai Mehta, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment, The Board of Directors recommends their re-appointment

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees) Rules 1975 as amended.

STATUTORY AUDITORS

The Statutory Auditor Anil Kumar, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, one himself for re-appointment The Company has received a written consent from the Auditor along with the Certificate U/S 139[U of companies Act 2013. to the effect that the Auditor is not disqualified for the proposed appointment under the Companies Act, 2013.

The Board recommends their re-appointment for the approval of the shareholders.

AUDITORS' REPORT

The Auditors' Report on the Financials of the Company for the year ended 31st March, 2014 does not contain any reservation, qualification or adverse remark

CORPORATE GOVERNACE REPORT

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

NON-BANKING FINACIAL COMPANIES AUDITORS REPOTE (RBI) DIRECTION,1998

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998 a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

NBFCREGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-I4.01266 dated 25th September 1998.

NON ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2013-14 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

CAPITAL FUNDD TO RISK WEIGHTED ASSET

Percentage to capital funds to risk weighted assets/exposures:-

Tler- I Capital 103.47

Tier-II Capital 0.21

Total 103.68

EXPOSURE TO REAL ESTATE

Exposure to Real Estate is NIL

DISCLOSURES UNDER SEL 217(1) OF THE COMPANES ACT.1956

In terms of section 217(l)[e] read with Companies [Disclosure of Particulars in Report of the Board of Directors] Rules, 1988 of the Companies Act 19S6 your Directors furnish the information as below:-

- Conservation of Energy: NA.

- Technology Absorption; NA

- Activities relating to exports, NA

- Foreign Exchange Earnings & Outgo

CURRENT YEAR PREVIOUS YEAR

Out flow; NIL NIL

In Flow: NIL NIL

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company EXPOSURE TO REAL ESTATE;

Exposure to Real Estate is NIL

GENERAL INFOMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be convened In to electronic mode. Company's IS1N No. Is - IHE974F01017 and the company's shares can be converted into electronic form with any of the Depositary Participation registered with NSDL or CDSl.

AUDIT COMMITTEE

The Company has an Independent Audit Committee. The composition, rote / functions of the committee comply with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 00 (A) of the Listing Agreement The Committee comprises of experts specializing in accounting/financial management The Chairman of the Audit Committee is an Independent Director.

Present members of the Audit Committee are Mr. Anl] Prakash, Mr. Sujan Mai Mehla, Mr. Surender kumar Jain and Mr. Rajnl All the members of the Committee are Non-Executive Directors, All the members of the Committee are hawing financial and accounting knowledge. Mr. Anil Prakash is the chairman of the Committee and quorum of the Committee is four members. The Company Secretary acts as Secretary to the Committee. The role company terms of reference, toe authority and power the committee are in conformity with the requirements of the Companies Act, 1956,

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2014.

APPRECIATIONS

The Board recognizes that It is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks; Financial Institution-, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year. Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

Director's Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1985 the directors based on the representations received from the operating Management, confirm that

i) In the preparation of the Annual Accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

ii) They 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 & fair view of the state of a Hairs of the company at the end of the financial year and of the profits of (he company at the end of the financial year and of the profit of the company for that period;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts on a going concern Basis

v) Board has taken consideration to take a reasonable step for internal control to broadening the area of coverage & to make it commensurate with the size of the company and with the nature of the business.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued support and co-operation rendered by the Banks, Government Authorities, Suppliers and the Consumers and the shareholders of the company. The Director also conveys their thanks to their employees at all levels for the growth of the company.

For Sunshine Capital Limited



Priti jain

Chairman & Managing Director Din No: 00537234

Date: 16.08.2014

Place: New Delhi

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Mar 31, 2013

The Board of Directors of the company take immense pleasure in presenting their 18th Annual Report together with the Annual Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

For the financial year ended 31st March, 2013: Rs.in Rs.)

Particulars Year Ended Year Ended 31st March 2013 31st March. 2012

Profit/Loss after depreciation 2,453,746.90 3,703,371.36

Less: Current Provision for Standard Assets (28,349.00) (2,107,425.00)

Provision for Sub-Standard Assets 10,656,325.00 1,792,301.00

Profit/(Loss) before tax (8,174,229.10) 4,018,495.36

Less: Provision for Taxation

Current Tax 828,590.00 11.44,342.00

Previous Year Tax 176,005.00

Deferred Tax (90,580.00) (139,548.00)

Profit/Loss after tax (9,088,244.10) 3,013,701.36

Add: Balance brought forward from last year 7,523,542.58 5,112,575.49

Surplus available for appropriation (1,564,701.52) 8,126,276.85

Less: Appropriations_

Dividend on Equity Shares paid - -

Tax on Dividend paid - -

Transfer to Reserve Fund u/s 45IC of RBI Act, - 602,734.27

Surplus carried to Balance Sheet (1,564,701.52) 7,523,542.58

GENERAL CORPORATE MATTERS

The company is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market.

The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

TRANSFER TO RESERVES

During the year under review Company has not transferred to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception.

Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid down by stock exchange.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management 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 presented in a separate section which forms part of the Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited.

The Annual Listing Fees for the financial year 2012-13 are paid for the Stock Exchange where the shares of the Company are listed.

BOARD OF DIRECTORS

As per the provisions of Companies Act 1956 and Article 86 of the Article of Association of the Company Mrs. Priti Jain, Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees Rules 1975 as amended.

DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 2 1 7 (2AA) of the Companies Act, 1956, your Directors confirm that: In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

- The Directors have taken proper &

sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2013 on a going concern basis.

STATUTORY AUDITORS

The Statutory Auditors Anil Kumar, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B] of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Board recommends their re- appointment for the approval of the shareholders.

AUDITORS' REPORT

The Auditors' Report on the financials of the Company for the year ended 31st March, 2013 does not contain any reservation, qualification or adverse remark.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT RBI DIRECTIONS. 1998

Pursuant to the Non-Banking Financial

companies' auditor's report (Reserves Bank) directions, 1998 a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all their directions and prudential norms as prescribed under the RBI act, 1934.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B- 14.01266 dated 25th September 1998.

NON ACCEPTANCE OF PUBLLIC DEPOSITS

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2012-13 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

CAPITAL FUND TO RISK WEIGHTED ASSET

Percentage to capital funds to risk weighted assets/exposures

Tier-] Capital 99.66

Tier-II Capital 0.00

Total 99.66

EXPOSURE TO REAL ESTATE

Exposure to Real Estate is NIL.

DISCLOSURES UNDER SEC. 217fllfel OF THE COMPANIES ACT. 1956

In terms of section 217(l)(e) read with

Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

- Conservation of Energy: N.A.

- Technology Absorption: N.A.

- Activities relating to exports, NA

- Foreign Exchange Earnings& Outgo

Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode. Company's ISIN No. INE974F01017 and the company's shares can be got converted in to electronic form with any of the Depositary Participation registered with nodal Or CDSL.

AUDIT COMMITTEE

Present members of the Audit Committee -are Mr. Surender Kumar Jain; Mrs. Priti jain and Mr. Sujan Mai Mehta. All the members of the Committee are non- executive directors. All the members of the Committee are having financial and accounting knowledge. Mr, Sujan Mai Mehta is the chairmen of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2013.

APPRECIATIONS

Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year. Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization. The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

For Sunshine Capital Limited

Surendra Kumar Jain

(Managing Director]

Date: 13th May, 2013

Place: New Delhi

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Mar 31, 2012

Dear Shareholders,

The Director has pleasure in presenting their 17th Annual Report and Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the For the Current Year Previous Year Ended on Ended on Particular 31st March, 2012 31st March, 2011 (Rs,In Lacs ) (Rs,In Lacs )

Profit before Depreciation &Tax 43,91 21.68

Depreciation 6.88 7.24

Profit after Depreciation 37,03 14.44

Provision for Taxation 11.44 4.46

Provision for Standard

Assets (Excess) (21.07) 24.10

Provision for Loss Assets 17.92 Nil

Deferred Tax Assets 1.68 0.28

Profit/Loss after Tax 30.13 (12.81)

Add: C/F from Last year 63.91 76.72

Balance available for Appropriation 94.04 63.91

Transfer to Reserve u/s 45(IC) of RBI Act, 1934 18.81 12.78 Surplus carried to Balance Sheet 75.23 51.13

GENERAL CORPORATE MATTERS

The company is currently engaged in financial services & sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March, 2012 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode. Company's ISIN No. INE974F01017 and the company's shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIRECTORS

Mr. Surender Kumar Jain retries by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) which was introduced the Companies (Amendment) Act5 2000 you're Directors confirm that: -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

iii) The Director have selected such accounting policies and applied them, consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2012 and of the Profit of the Company of the year ended 31st March, 2012.

(iii) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

(iv) The Director have prepared the annual accounts on a going concern basis.

APPOINTMENT OF AUDITOR

To re-appoint Mr. Anil Kumar, Chartered Accountants as Auditors of the Company for the period commencing from the conclusion of this meeting until, the conclusion of next Annual General meeting on remuneration to be fixed by the Board of Directors. The company has obtained from Auditor a certificate as required under section 224 (IB) of the company Act, 1956 to the effect appointment if made will be in accordance with in the limits specified in the said section.

AUDITORS REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

AUDIT COMMITTEE

Present members of the Audit Committee are Mr. Surender Kumar Jain, Mrs. Priti Jain and Mr. Sujan Mai Mehta. All the members of the Committee are non-executive and independent directors. All the members of the Committee are having financial and accounting knowledge, Mrs. Priti Jain is the chairmen of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2012.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 1998 a report from the Statutory Auditors to the Board of Directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01266 dated 25{h September 1998.

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange the Cash Flow Statement for the year ended 31st March 2012 is annexed hereto.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company

FIXED DEPOSITS

The Company has not accepted and fixed deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company's (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENT

Your Director expresses their sincere appreciation for the co-operation, patronage, assistance and guidance by their business associates bankers and clients.

The Board members also place on record their appreciation of the service rendered by the dedicated employees of the company,

The Board also beholden to you all, partners in our enterprises, for your confidence, encouragement and unstinting support.

BY ORDER OF THE BOARD

CHAIRMAN

Place:- New Delhi

Dated:-03.09.2012