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

1. FINANCIAL SUMMARY:

The Financial Results are briefly indicated below:

(Rs. In Lakhs)

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

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

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

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

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

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

4. TRANSFER TO RESERVES:

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

5. DIVIDEND:

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

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

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

7. DIVIDEND DISTRIBUTION POLICY

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

8. SHARE CAPITAL

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

9. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

10. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

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

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

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

12. BUY-BACK

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

13. ANNUAL RETURN:

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

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

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

15. MEETING OF INDEPENDENT DIRECTORS

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

16. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

17. REPORTING OF FRAUD BY AUDITORS

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

18. DECLARATION OF INDEPENDENT DIRECTORS

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

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

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

During the said year, the following changes took place:

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

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

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

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

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

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

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

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

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

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

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

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

23. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS:

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

B. COST RECORDS AND COST AUDITOR

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

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

C. INTERNAL AUDITORS:

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

D. SECRETARIAL AUDITOR:

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

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

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

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

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

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

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

26. SUBSIDIARIES AND ASSOCIATE COMPANIES

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

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:

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

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

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

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

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

29. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS

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

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

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

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

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

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

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

33. ANNUAL EVALUATION BY THE BOARD:

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

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

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

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

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

v. Commitment to shareholder and other stakeholder interests.

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

34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

35. PARTICULARS OF EMPLOYEES AND MEDIAN REMUNERATION:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

36. DEPOSITS:

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

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

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

38. INTERNAL CONTROL SYSTEM:

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

39. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

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

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

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

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

40. INSOLVENCY AND BANKRUPTCY CODE

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

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

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

42. COMPLIANCE WITH MATERNITY BENEFIT ACT. 1961

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

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

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

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

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

44. COMMITTEES OF THE BOARD

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

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

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

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

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

45. VIGIL MECHANISMPOLICY FOR DIRECTORS AND EMPLOYEES:

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

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

46. REGISTRAR AND SHARE TRANSFER AGENT

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

47. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

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

48. CORPORATE GOVERNANCE:

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

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

49. REPORT ON CORPORATE GOVERNANCE

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

50. SECRETARIAL STANDARDS:

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

51. POLICIES:

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

52. ENHANCING SHAREHOLDER VALUE

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

53. REPORTING OF FRAUDS

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

54. EVALUATION OF BOARD

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

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

55. CAUTIONARY STATEMENT

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

56. ACKNOWLDEGEMENTS

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

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

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED

SD/-

VINOD LATH

MANAGING DIRECTOR& CHAIRMAN
DIN NO: 00064774

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