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Company Information

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SUMIT WOODS LTD.

14 January 2026 | 12:00

Industry >> Construction, Contracting & Engineering

Select Another Company

ISIN No INE748Z01013 BSE Code / NSE Code / Book Value (Rs.) 35.95 Face Value 10.00
Bookclosure 28/09/2024 52Week High 148 EPS 2.53 P/E 22.19
Market Cap. 253.82 Cr. 52Week Low 54 P/BV / Div Yield (%) 1.56 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors have pleasure in presenting their Eighth Annual Report of the
company along with audited accounts for the year ended on 31st March, 2025.
During the year the company earned a net profit of ?199.98 Lakhs. We hope
that we will be able to achieve better results in the next financial year.

1. FINANCIAL PERFORMACE AT A GLANCE

The company has made a Net Profit of ?199.98 Lakhs for the Financial Year
ended on 31st March, 2025.

Particulars

Consolidated

Standalone

2024-25
(In Lakhs)

2024-25
(In Lakhs)

2023-24
(In Lakhs)

Revenue from operations

3341.30

3312.24

2948.29

Other income

0.45

0.05

0.10

Total Income

3341.75

3312.29

2948.39

Profitbefore exceptional,
extraordinaryitems and
Taxation

262.32

260.84

59.27

Extraordinary items

-

-

-

Profit Before Tax

262.32

260.84

59.27

Current tax

(61.44)

(61.04)

(37.37)

Deffered tax

(0.18)

(0.18)

(0.67)

Net Profit /Loss (After I.
Tax)

200.53

199.98

22.57

2. OPERATIONAL PERFORMACE

During under the review, the total turnover of the Company for the year ended
on 31st March, 2025 of ?3312.24 Lakhs compared to ? 2948.39 Lakhs achieved
during the previous year. The turnover has increased by 363.9 Lakhs reflecting

the growth of 12.34% as compared to previous year. The profit is increased by
?177.41 Lakhs in the current year.

3. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2024-25 the Company has transferred 199.98 Lakhs
to Reserves and Surplus.

4. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in trading business of Pharmaceutical Product on
wholesale basis. There were no changes in the nature of business of the
Company during the Financial Year 2024-25.

5. DIVIDEND

With a view of expanding the business, your directors do not recommend any
dividend for the Financial Year 2024-25.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

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

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes in the company during the period for the
Financial Year 2024-25.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATION

No material orders were passed by any court, tribunal, or other authority
during the period under review.

9. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving

efficiency and effectiveness in operations, optimum utilization of resources,
cost reduction and effective monitoring thereof as well as compliance with all
applicable laws.

The internal control mechanisms comprise a well-defined organization
structure, documented policy guidelines, pre-determined authority levels and
processes commensurate with size and capacity of the organization, faster
decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive
checks and report to management. The Board reviews the internal reports and
periodically reviews the adequacy of internal controls.

10. HOLDING COMPANY

The Company does not have any Holding Company.

11. DETAILS IN HOLDING SUBSIDIARIES, TOINT VENTURE AND
ASSOCIATE COMPANIES

The company has acquired 51.45% stake in the Hetvi Lifesciences Private
Limited on 29th March, 2025.

On 31st March 2025, the Company has 1 Subsidiary Company and there has
been no material change in the nature of the business of the subsidiaries. There
are no associates or joint venture Companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing
the salient features of Financial Statements of the Company's Subsidiaries in
Form No. AOC -1 is attached as Annexure III which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, TOINT VENTURE AND ASSOCIATE COMPANIES

During under the review, the total turnover of the HETVI LIFESCIENCES
PRIVATE LIMITED (Subsidiary Company) for the year ended on 31st March,
2025 of ?3341.30 Lakhs.

13. STATEMENT DECLARATION BY INDEPRNDENT DIRECTOR

The Company has complied with the definition of Independence according to
the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company has also obtained declarations from all the Independent Directors
pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the
Independent Directors have provided declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

14. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits
from the public within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposit) Rules, 2014 made
thereunder and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet and also on the date of this Report.

15. SHARE CAPITAL
AUTHORIZED SHARE CAPITAL

During the year under review, there has been no change in authorized share
capital of the Company.

As on the end of the financial year i.e. 31st March,2025 the Authorized Share
Capital of the Company was ?14,00,00,000 divided into 1,40,00,000 Equity
Shares of ?10/- each.

PAID-UP SHARE CAPITAL

During the year under review, there were no change in Paid-up share capital
of the Company.

As on the end of the financial year i.e. 31st March, 2025, the Paid Up Share
Capital of the Company was ?4,29,12,000 divided into 42,91,200 Equity Shares
of ?10/ - each.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with
differential rights pursuant to Section 43 of the Companies Act, 2013 read with
Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014,
therefore, no disclosure is required to be given.

ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its
employees pursuant to Section 62(1)(b) read with Rule 129(9) of the
Companies (Share Capital and Debentures) Rules, 2014, therefore, no
disclosure is required to be given.

ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant
to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is
required to be given.

PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant
to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies
(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is
required to be given.

16. AUDITORS

STATUTORY AUDITORS

M/S. Madhusudan C Mashruwala & Co. (FRN: 105717W) Chartered
Accountants, as a Statutory Auditor of the Company to hold office for a one
term of Five Consecutive Years beginning from the Financial Year 2022-23 till
the conclusion of the Financial Year 2026-27, at such remuneration as may be
agreed upon between the Board of Directors and Statutory Auditors, in
addition to the reimbursement of GST and actual out of pocket expenses
incurred in relation with the audit of accounts of the Company.

AUDITORS' REPORT

All observations made in the Auditors Report and notes forming part of the
Financial Statements are self-explanatory and do not call for any further
comments. The Statutory Auditors have not made any qualifications or
reservations in their Independent Auditors Report.

The financial statements of the Company have been prepared in accordance
with Accounting Standards (AS) notified under section 133 of the Act. The
Company has received an unmodified opinion in the Auditors Report for the
Financial Year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with
Circulars issued thereunder from time to time and Section 204 and other
applicable provisions of the Companies Act, 2013, if any read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("the Act"), CS JINANG DINESHKUMAR SHAH, Practicing
Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES
be and is hereby appointed as Secretarial Auditors of the Company for a
period of 5 consecutive years, from the Financial Year 2025-26 to the Financial
Year 2029-2030 ('the Term'), on such terms & conditions, including
remuneration as may be determined by the Board of Directors (hereinafter
referred to as the 'Board' which expression shall include any Committee
thereof or person(s) authorized by the Board).

These were no qualifications, reservations or adverse remarks made by the
Statutory Auditors in their report.

The provisions relating to submission of Secretarial Audit Report is applicable
to the Company and forms part of this Annual Report in Annexure-I.

Auditor's Comments:

The Company has paid fees for revocation for delayed filing to the Stock
Exchange and also filled required documents for revocation of delayed filing
from the Stock Exchange.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and compliance
officer of the company in the meeting held on 24th March 2025.

This caused delay in filling the vacancy of the Company Secretary &
Compliance Officer of the Company within the stipulated time of three
months as provided in the Regulation 6(1A) of the LODR Regulations.

Board's Explanation:

Auditor's observation is self-explanatory and does not require any further
explanation from the Board. With regards to filling the vacancy of the
Compliance Officer & Company Secretary of the Company beyond the
stipulated period of 3 months.

The Company has made continuous efforts for finding another suitable
candidate for the post of the Compliance Officer & Company Secretary of the
Company.

17. WEBSITE OF THE COMPANY

In compliance with the Regulation 46 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015 the Company has maintained a
functional website namely
https:/ / sunrestlifescience.com/ containing
information about the Company.

18. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act,
2013, the extract of annual return in Form MGT-9 is available on the website
of the Company at
https://sunrestlifescience.com/.

19. BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the
applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board & KMP during the year and _ from the

end of _ financial year 2024-25 up to the date of this report.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and
compliance officer of the company in the meeting held on 24 th March 2025.

This caused delay in filling the vacancy of the Company Secretary & Compliance
Officer of the Company within the stipulated time of three months as provided
in the Regulation 6(1A) of the LODR Regulations.

As on 31st March, 2025 The Board of Directors and Key Managerial
Personnel consists of following members: -

Sr. No.

Name

Designation

DIN/PAN

Dateof

Appointmnt

1.

Amitbhai Shambhulal
Thakkar

Whole-time

director

07962794

30/10/2017

2.

Bhagyesh Kiritbhai Parekh

Non-Executive

Director

07613171

31/01/2022

3.

Nikhilkumar Yashvntlal
Thakkar

Managing

Director

07962800

30/10/2017

4.

Bharatkumar Vardhilal
Thakkar

Director

08346004

15/03/2021

5.

Juhi Sawajani

Non-Executive

Independent

Director

09811893

01/03/2023

6.

Avani Ashwinkumar
Shah

Non-Executive

Independent

Director

09608898

01/03/2023

7.

Neelam Gattani

Company

Secretary

ANDPG8763E

24/03/2025

8.

Meha Bhagyesh Parekh

CFO

ARFPP0581P

01/03/2023

As on the date of this Report, The Company has 6 (Six) Directors and 2 (Two)
KMPs consisting of 2 (Two) Independent and Non- Executive Directors, 1
(One) Non- Executive and Non- Independent Director, 2 (Two) Executive
Director, 1 (One) Managing Director, 1 (One) Chief Financial Officer and 1
(One) Company Secretary.

20. DIRECTOR RETIRING BY ROTATION

Mr. Bharatkumar Vardhilal Thakkar (DIN: 08346004) Executive Director and
Mr. Bhagyesh Kiritbhai Parekh (DIN: 07613171) Non-Executive Director, are

retiring by rotation at the ensuing Annual General Meeting being eligible, they
offer themselves for re-appointment pursuant to the provisions of Section 152
of the Companies Act, 2013.

21. MEETINGS OF BOARD OF DIRECTORS

The Company has conducted 10 (Ten) Board Meeting during financial year
review and the intervening gap between two consequent Board Meetings were
not more than 120 days, as required under section 173(1) of the Companies
Act, 2013

Sr. No.

Type of Meeting

Date of Meeting

1.

Board Meeting

13.05.2024

2.

Board Meeting

27.05.2024

3.

Board Meeting

17.06.2024

4.

Board Meeting

25.08.2024

5.

Board Meeting

04.09.2024

6.

Board Meeting

14.11.2024

7.

Board Meeting

24.12.2024

8.

Board Meeting

12.02.2025

9.

Board Meeting

24.03.2025

10.

Board Meeting

26.03.2025

22. MEMBERS MEETING

During the year under review, Annual General Meeting for the Financial Year
2023 - 24 was held on 28th September, 2024.

23. COMMITTEE MEETING

As on 31st March 2025, the Board had three Committees namely, Audit
Committee, Nomination and Remuneration Committee and Stakeholder's
Relationship Committee. The Composition of all the Committees is in line with
the requirement of the Act. During the year, all the recommendations made by
the Committees were approved by the Board.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in conformity with the
provisions of Section 177 and other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder. During the year under review, 4
Audit Committee Meetings were held which were attended by all the
members of Audit Committee

Sr. No.

Type of Meeting

Date of Meeting

1.

Meeting of Audit committee

27.05.2024

2.

Meeting of Audit committee

04.09.2024

3.

Meeting of Audit committee

14.11.2024

4.

Meeting of Audit committee

12.02.2025

The terms of reference of the Nomination and Remuneration Committee are
in conformity with the provisions of Section 178 of the Companies Act, 2013
and Rules made thereunder. During the year under review, 4 meetings of
Nomination and Remuneration Committee were held which were attended by
all the members of Nomination and Remuneration Committee.

Sr. No.

Type of Meeting

Date of Meeting

1.

Meeting of Nomination and Remuneration
Committee

27.05 .2024

2.

Meeting of Nomination and Remuneration
Committee

04.09.2024

3.

Meeting of Nomination and Remuneration
Committee

24.12.2024

4.

Meeting of Nomination and Remuneration
Committee

24.03.2025

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholder's Relationship Committee are in
conformity with the provisions of the Companies Act, 2013 and Rules made
thereunder. During the year under review, one meeting of Stakeholder's
Relationship Committee was held on 24th December, 2024 which were
attended by all the members of Stakeholder's Relationship Committee.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS BY
THE COMPANY

There were loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
therefore no disclosure is required to be made.

The company has acquired 21,23,000 shares of ?10 each at a Premium of ?16
amounting to ?551.98 Lakhs of Hetvi Lifesciences Private Limited.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year, the Company has entered into any contract or arrangements

with the Related Parties during the year under Section 188 read with section 2
(76) of the Companies Act, 2013. All the transactions entered by the company
as per the arm length basis.

The Company has entered into transactions with related parties referred to in
sub- section (1) of section 188 of the Companies Act, 2013 and the same is
detailed in the Form AOC-2 in Annexure-IV as forming part of this report.

26. REMUNERATION PAID TO DIRECTORS & PARTICULARS OF
EMPLOYEES

Executive Directors: The remuneration paid to the Executive Directors for the
Financial year ended on 31st March 2025 is as follows:

Sr. No

Name of Director

Designation

Remuneration

1.

Mr. AmitBhai Shambhulal Thakkar

Whole-time Director

?11.22 Lakhs

2.

Mr. Nikhilkumar Yashvntlal
Thakkar

Managing Director

?07.22 Lakhs

3.

Mr. Bharatkumar Vardhilal
Thakkar

Director

?0.86 Lakhs

4.

Mrs. Meha Bhagyesh Parekh

Chief Financial
Officer

?04.22 Lakhs

5.

Ms. Neelam Gattani

Company Secretary

?02.16 Lakhs

Non-Executive Directors: The Company has paid sitting fees for attending the
meetings of the Board and/or Committees thereof, to all Non-Executive
Directors, namely:

Sr.No

Name of Director

Designation

Remuneration

1.

Ms. Juhi Sawajani

Independent
Director &
Chairman of the
Board

?0.48 Lakhs

2.

Ms. Avani Ashwinkumar Shah

Non-Executive &

Independent

Director

?0.48 Lakhs

3.

Mr. Bhagyesh Kirtibhai Parekh

Non-Executive

Director

NIL

Non-executive Directors did not have any other material pecuniary
relationship or transaction vis-a-vis the Company during the year except as
stated above.

27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES 2014.

Ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year ended on 31st March, 2025:
NIL

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

Percentage increase in median remuneration of employees in the financial year
2024-25: NIL

The number of permanent employees on the rolls of the Company as at 31st
March, 2025: 210

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 the Company.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE STATUTORY AUDITORS OR SECRETARIAL
AUDITORS IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the
Statutory Auditors in their report.

The provisions relating to submission of Secretarial Audit Report is applicable
to the Company and forms part of this Annual Report in Annexure-I.

Auditor's Comments:

The Company has paid fees for revocation for delayed filing to the Stock
Exchange and also filled required documents for revocation of delayed filing
from the Stock Exchange.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and
compliance officer of the company in the meeting held on 24th March 2025.

This caused delay in filling the vacancy of the Company Secretary &
Compliance Officer of the Company within the stipulated time of three
months as provided in the Regulation 6(1A) of the LODR Regulations.

Board's Explanation:

Auditor's observation is self-explanatory and does not require any further
explanation from the Board. With regards to filling the vacancy of the
Compliance Officer & Company Secretary of the Company beyond the
stipulated period of 3 months.

The Company has made continuous efforts for finding another suitable
candidate for the post of the Compliance Officer & Company Secretary of the
Company.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria for CSR as prescribed under section
135 and schedule VII of the Act and the rules prescribed there under. Hence,
the disclosure of the details about the policy developed and implemented by
the Company on CSR initiatives taken during the financial year is not
applicable.

30. COMPOSITION OF COMMITTEE MEETINGS

The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with
Rule 6 and 7 of the Companies (Meetings of the Board and its Power Rules,
2013 are applicable to the Company.

The Audit Committee is having following member:

Sr. No.

NAME

DIN

POSITONIN

COMMITTEE

NATURE OF
DIRECTORSHIP

1.

Ms. Juhi Sawajani

09811893

Non-Executive and
Independent Director

Chairman

2.

Ms. Avani Shah

09608898

Non-Executive and
Independent Director

Member

3.

Mr. Bharat Kumar
Vardhilal Thakkar

08346004

Director

Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR. NO.

NAME

DIN

POSITONIN

COMMITTEE

NATUREOF

DIRECTORSHIP

1.

Ms. Juhi Sawajani

09811893

Non-Executive and
Independent Director

Chairman

2.

Ms. Avani Shah

09608898

Non-Executive and
Independent Director

Member

3.

Mr. Bhagyesh
Kirtibhai Parekh

07613171

Non-Executive Director

Member

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholder's Relationship Committee is having following member.

SR. No.

NAME

DIN

POSITON IN
COMMITTEE

NATURE OF
DIRECTORSHIP

1.

Ms. Juhi Sawajani

09811893

Non-Executive and
Independent Director

Chairman

2.

Ms. Avani Shah

09608898

Non-Executive and
Independent Director

Member

3.

Mr. Bhagyesh
Kirtibhai Parekh

07613171

Non-Executive

Director

Member

31. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub section (3) of Section 134 of the
Companies Act, 2013, the Board of Directors of the Company informed the
members that:

In the preparation of the annual accounts for the Financial Year ended on 31st
March, 2025, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss of the company for
that period,

The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

The directors had prepared the annual accounts on a going concern basis; and

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

Internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

32. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENT

The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial
information.

The Company has in place adequate internal financial controls with reference
to financial statements. The Company's internal control systems, including
internal financial controls, are commensurate with the nature of its business
and the size and complexity of its operations and the same are adequate and
operating effectively. These systems are periodically tested and no reportable
material weakness in the design or operation was observed. The Audit
Committee reviews adequacy and effectiveness of the Company's internal
control system including internal financial controls.

33. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints
redressal system. The salient features of this system are centralized database
of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies and online viewing by investors of actions taken on the
complaint and its current status. Your Company has been registered on SEBI
SCORES Portal and makes every effort to resolve all investor complaints
received through SCORES portal or otherwise within the statutory time limit
from the receipt of the complaint. The Company has received NIL complaint
through the SCORES portal during financial year 2024-25.

34. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic mode to those Members
whose email addresses are registered with the Company/Depositories.
Members may note that the Notice and Annual Report 2024-25 will also be
available on the company's website
https:/ / sunrestlifescience.com/.

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance
with the requirement of the Securities & Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as
consequences of disclosures to be made while dealing with shares of the
Company as well as consequences of violation. The Policy has been formulated
to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company's shares.

The Insider Trading Policy of the Company covering the "Code of practices
and procedures for Fair disclosures of unpublished price sensitive
information" is available on the website
https:/ / sunrestlifescience.com/.

36. STRUCTURED DIGITAL DATABASE ('SDD')

Maintenance of Structured Digital Database ("SDD") has been mandatory
since 1st April, 2019 in view of the relevant provisions under the SEBI
(Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'). The
Company have Installed SDD Services. The Company regularly updates
entries in this software and submitted report quarterly to stock exchanges
under Regulation 3(5) & (6) of SEBI PIT Regulations.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, there was no application made and
proceeding initiated pending under the Insolvency and Bankruptcy Code,
2016, by any Financial and/ or Operational Creditors against the Company.

As on the date of this report, there is no application or proceeding pending
against the company under the Insolvency and Bankruptcy Code, 2016.

38. BOARD EVALUTION

This year too, the Board of Directors went through an elaborate process of
evaluating its own effectiveness. Accordingly, formal evaluation of Board, it's
Committee and Directors performance is carried out annually. This was
designed to ensure, amongst other things, that the Board, its Committees and
each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which
formal annual evaluation was made by the Board of their performance and
that of its Committees and individual Directors, has to be furnished to the
Members as part of the Board's Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration
Committee shall specify the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be carried out. Further, the
Independent Directors, as part of their mandate under Schedule IV of the Act,
need to make an evaluation of performance of the Board, its Committee and
constituents of the Board apart from their self-evaluation. Under this process,
a structured questionnaire was prepared after taking into consideration inputs
received from the Directors, setting out parameters of evaluation; the
questionnaire for evaluation is to be filled in, consolidated and discussed with
the Chairman. The evaluation by the Independent Directors has been
undertaken at the time of appointment. The Board of Directors undertook
evaluation of Independent Directors at their meeting held on 02nd December,
2024 and placed on its record that the Independent Directors have the requisite
qualification, expertise and track record for performing their duties as
envisaged under the Law, and they add value in the decision-making process
of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole
and the Board's Committee, as specified by Nomination and Remuneration
Committee was done.

39. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 in respect of conservation of energy and technology absorption have not
been furnished considering the nature of activities undertaken by the
Company during the year under review.

ENERGY CONSERVATION

The steps taken or impact on conservation of energy- The operations of your
Company are not energy intensive. However, adequate measures have been

initiated to reduce energy consumption.

The steps taken by the company for utilizing alternate sources of energy - The
operations of your Company are not energy intensive.

The capital investment on energy conservation equipment's- NIL

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The efforts made towards technology absorption -NONE.

The benefits derived like product improvement, cost reduction, product
development or import substitution - NOT APPLICABLE.

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

The details of technology imported- NONE

The year of import- NOT APPLICABLE

Whetherthetechnologybeenfullyabsorbed-NOT APPLICABLE

If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof - NOT APPLICABLE

The expenditure incurred on Research and Development -NIL

40. PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration
exceeding the limits as prescribed under provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The information
pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 relating to median employee's remuneration is made available at the
corporate office of the Company during working hours for a period of twenty-
one (21) days before the date of the meeting.

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

The Company has always believed in providing a safe and harassment-free
workplace for every individual working in the Company. The Company has
complied with the applicable provisions of the aforesaid Act, including
constitution of the Internal Complaints Committee. The Company has in place
an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this Policy. The Policy is gender neutral.

The following is a summary of complaints received and resolved during the
reporting period:

Received

Disposed-Off

Pending

0

0

0

42. RISK MANAGEMENT

Risk Management is the process of identification, assessment and promotion
of asks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to
maximize the realization of opportunities. The Company ensures risks are
identified by the Company and its mitigation process/measures are
formulated in the areas from time to time, as may be required.

43. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES

The Company has a 'Whistle Blower Policy'/ 'Vigil Mechanism' in place. The
objective of the Vigil Mechanism is to provide the employees, Directors,
customers, contractors and other stakeholders of the Company an impartial
and fair avenue to raise concerns and seek their redressal, in line with the
Company's commitment to the highest possible standards of ethical, moral
and legal business conduct and fair dealings with all its stakeholders and
constituents and its commitment to open communication channels. The

Company is also committed to provide requisite safeguards for the protection
of the persons who raise such concerns from reprisals or victimization, for
whistle blowing in good faith. The Board of Directors affirms and confirms
that no personnel have been denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the
Audit Committee in appropriate or exceptional cases.

44. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY
THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with all the applicable and effective secretarial
standards issued by the Institute of Company Secretaries of India (SS-1 & SS-
2) and notified by the Central Government.

45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No matters of actual or alleged fraud have been reported by the auditors
under sub- section (12) of Section 143 of the Companies Act, 2013.

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

The Independent Directors met on 02nd December, 2024, inter-alia, to discuss
the quality, quantity and timeliness of flow of information between the
Company Management and the Board of Directors that is necessary for the
Board of Directors to effectively and reasonably perform their duties. All the
Independent Directors were present at the Meeting.

47. HUMAN RESOURCES

The Company has established an organization structure that is agile and
focused on delivering business results. With regular communication and
sustained efforts, it is ensuring that employees are aligned on common
objectives and have the right information on business evolution.

48. DISCLOSURE AS TO WHETHER MAINTENANCE OF COST
RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013 IS REQUIRED BY THE COMPANY AND ACCORDINGLY
SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The provisions of Section 148(1) of the Companies Act 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost
records is not mandated for the products manufactured by the Company.

49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

During the year under review, the Company has not filed any application nor
as having any pending proceedings under the Insolvency and Bankruptcy
Code, 2016.

50. CORPORATE GOVERNANCE

Pursuant of the provision of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as the equity share capital was less than ?10
crore and net worth was less than ?25 crores hence provision of the LODR
Regulations of Corporate governance are not applicable to our listed entity.

Since the equity share capital of your Company is listed exclusively on the NSE
Emerge Platform, the Company is exempted from compliance with Corporate
Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.

51. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

This Clause is not applicable to the company.

52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Management Discussion
and Analysis Report, which gives a detailed account of state of affairs of the
Company's operations forms part of this Annual Report in Annexure-VI.

53. OTHER DISCLOSURE/ REPORTING

The Directors state that disclosure or reporting is required in respect of the
following items as there is an events/instances/transactions occurred on these
items during the year under review:

Material changes and commitments, as Company has successfully completed
its listing on NSE Emerge platform which shows the trust and faith of every
stakeholder and investor in the company.

Details relating to deposits covered under Chapter V of the Act;

Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/purchase of which loan was given by the
Company (as there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section 67(3)(c) of the Act);

Significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations
in future; and

Details in respect of frauds reported by the Auditors under section 143(12)
other than those which are reportable to the Central Government, as there
were no such frauds reported by the Auditors.

54. CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to
Management Discussion and Analysis describing the Company's objectives,
projections, estimates and expectations may constitute forward looking
statements within the meaning of applicable laws and regulations. Actual
results might differ materially from those either expressed or implied in the
statement depending on the circumstances.

55. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for
their support during the year, without the respective contributions of which,
the Company would not have been able to reach the current position. We are
humble in acknowledging the participation and involvement of each one of
them, and due to the existence of several such parties, your directors do not
intend making any special mention of any one or few of them, but however,
expect the continued co-operation and involvement with company's activities
in the future as well. We place on record our appreciation of the contribution
made by our employees at all levels. Our consistent growth was made possible
by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various
Government Agencies for their support and valuable guidance provided to
the Company and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

SUNREST LIFESCIENCE LIMITED

NIKHIL KUMAR Y THAKKAR BHAGYESH K PAREKH

MANAGING DIRECTOR NON-EXECUTIVE DIRECTOR

(DIN: 07962800) (DIN: 07613171)

Place: Ahmedabad

Date: 03/09/2025