The Interim Resolution Professional and the Directors have pleasure in presenting the 36th Annual Report together with audited accounts of the Company for the financial year ended on March 31, 2024 (F.Y 2023-24).

Pursuant to order dated 29-08-2024 of the Hon'ble National Company Law Tribunal - Ahmedabad Bench at Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated for the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued there under with effect from 29-08-2024 (Corporate Insolvency Resolution Process Commencement Date). Smt. CA Gomti Ramchandra Choudhary is appointed as Interim Resolution Professional (IRP). In accordance with section 17 of the IBC, 2016, the powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement date and such powers along with the management of affairs of the Company are vested with the Interim Resolution professional ("IRP").

1. The management of the affairs of the company shall vest in the Interim Resolution Professional.

2. The powers of the Board of Directors of the company shall stand suspended and be exercised by the Interim Resolution Professional.

3. The officers and managers of the company shall report to the Interim Resolution Professional and provide access to such documents and records of the company as may be required by the Interim Resolution Professional.

4. The financial institutions maintaining accounts of the company shall act on the instructions of the Interim Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Interim Resolution Professional. The Interim Resolution Professional have pleasure in presenting the Annual Report of the Company along with Audited Accounts for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

The summary of the Company‘s financial performance for F.Y. 2023-24 compared to the previous F.Y. 2022-23 is given below:

(Amount. in Lacs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTUS:

During the year under review, the Company recorded total income of Rs. 3,67,932/- against Rs. 49,14,549/- in the previous year. The Company has incurred the loss of Rs. 1,58,51,112/- .

3. DIVIDEND:

During the year under review, your Directors do not recommend any dividend for the year 2023-24, in view of the loss incurred by the Company.

4. RESERVES:

During the year under review, the Company has incurred the loss and hence no Amount has been transferred to Statutory Reserves as required under Section 45-IC of the Reserve Bank of India Act, 1934.

It has to be noted that pursuant to surrender the Certificate of Registration (COR) granted under Section 45-IA of RBI Act, 1934 and cessation of the Activity of Non-Banking Financial Institution this clause is not applicable to the company from the order of RBI cancelling the COR dated 20th September, 2023.

The Board of Directors had decided to surrender the Certificate of Registration (COR) granted under Section 45-IA of RBI Act, 1934 and cease the Activity of Non-Banking Financial Institution as its financial assets falls below the criteria fixed by the RBI. Pursuant to the Surrender of COR the company had to change the Name of the Company from Sun Finlease (Gujarat) Limited to Sunpoint Trading Limited so that it does not signify the NBFI Activity and also the Main objects of the Company has changed removing the Non-banking Finance institution business activity for which a special resolution was passed at the Extra-Ordinary Meeting of the members held on 31st October, 2023, A New Certificate of Incorporation pursuant to change of name was issued by ROC Ahmedabad on 10th November, 2023 and Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause was received from ROC Ahmedabad on 28th November, 2023, after change the objects of the Company reads as follows:

"To carry on the business as wholesale and retail traders, dealers, agents, exporters, importers, factors, consignors and consignees of all kinds, types and sizes of articles, goods, merchandise and commodities including agricultural commodities such as Chana, Groundnut, Caster Seed, Soyabean, Muster Seeds, etc., and other commodities such as cement, building materials, hardware items, granite marble, stone, diamonds, metals scraps (ferrous and non-ferrous metals) precious metals such as Gold, Silver, Copper etc., non-alcoholic drinks, beverages and soft drinks food and foodstu_s, almonds, dyes and chemicals, medicines, coal and coke of all types of mining products, used machines, coil, spare parts, accessories, appliances, computer and peripherals and software, wood and laminated sheet and paper, telephone exchange and scrap plastic products and its articles, leather and leather goods, garden tools, textile and hosiery garments, salt, bromine, gypsum and housing fabricated goods and to organize marketing operations in India or abroad for sale of the household electronic products, Home Appliances, Gift articles, imitation Jewelry, Readymade Garments, Leather and Plastic products and all types of consumer and industrial products."

6. INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate systems of internal control procedures which are commensurate with the size and nature of its business. The internal control systems of the Company are monitored and evaluated by the internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments, if any, of the Audit Committee are also generally placed before the Board.

7. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/ Joint Venture/ Associate concerns, and hence, no financial positions of such concern(s) are required to be included in the financial statements.

8. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152(6) and Articles of Association of the Company, Mr. Paras Kamleshbhai Sharma (06872890), Director, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re- appointment. After 31st March, 2024 following changes happened in the Board:

- Change in Designation of Mr. Paras K. Sharma from Independent Director to Non-Independent, Non-Executive Director w.e.f. 16.05.2024.

- Re-appointment of Mr. Parag P. Shah, Managing Director for a period of Three years w.e.f 01/08/2024.

- Change in Designation of Mrs. Binaben P. Panchal from Non-Executive, Non-Independent to Independent Director w.e.f 12.08.2024 During the year there were following changes in KMP of the Company: Mr. Kalpesh Patel was appointed as a Company Secretary of the Company w.e.f. 28.04.2023.

On August 29, 2024, the Hon'ble NCLT, Ahmedabad Bench admitted the petition filed by a financial creditor for initiation of the CIRP Process and appointed Smt. CA Gomti Ramchandra Choudhary (Registration no. IBBI/IPA-001/IP-P-02625/2022-23/14275) as Interim Resolution Professional ("IRP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

In accordance with section 17 of the IBC, 2016, the powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement date and such powers along with the management of affairs of the Company are vested with the Interim Resolution professional ("IRP").

Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules thereunder. The Board of Directors of your company as at 29th August, 2024 (i.e. the date of suspension of the erstwhile board of directors) consisted of following directors and KMP.

*Note: All the above directors were superseded by the Hon'ble NCLT, Ahmedabad Bench as explained earlier in the Report.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

The financial statements of your Company for the financial year ended March 31, 2024 have been prepared by the suspended management while discharging their duties by complying with every applicable laws of the Company. The Interim Resolution Professional has not authenticated the correctness of the financial statements for the FY 2023-2024 in all respects including but not limited to the Company Act, 2013 and the Income Tax Act, 1961, especially when they belong to the period before the appointment of the IRP.

In certain instances, the amount of the claim admitted or to be admitted by the IRP under the CIRP process may differ from the amount reflected in the books of accounts of your Company. The audited financial statements are drawn based on figures appearing in the books of accounts of your Company as of March 31, 2024.

The IRP has not signed the financial statements since the audit has been already concluded before appointment of IRP for compliance and discharging his duties during the CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining the office of the IRP and therefore IRP does not have knowledge of the past affairs, finances and operations of your Company.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines. The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024 in e-form MGT 7 is available on the Company's website and web-link of the same is http://www.sfgl.in.net/investor-relation/

The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or any improper activity to the Chairman of the Audit Committee of the Company. The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

During the Financial Year 2023-24, Eleven (11) Board Meetings were held and the details of the dates of Board Meetings are as mentioned below:

The Committee comprises of Mrs. Bhargavi V. Talati, Chairperson and Independent non-executive director, Mr. Paras K. Sharma, Independent non-executive director and Mrs. Binaben Panchal, Non Executive Director.

During the Financial Year 2023-24, Four (4) Audit Committee Meetings were held; the dates of which are as follows:

The Committee comprises of Mrs. Bhargavi V. Talati, Chairperson and Independent non-executive director, Mr. Paras K. Sharma, Independent non-executive director and Mrs. Binaben Panchal, Non Executive Director.

During the Financial Year 2023-24, Four (4) Stakeholders' Relationship Committee meetings were held; the dates of which are as follows:

iii) Remuneration Policy & Nomination and Remuneration Committee:

The Company's policy relating to the appointment of directors, positive attributes, independence of directors, remuneration and other related matters as provided in Section 178(3) of the Companies Act, 2013 is available on http://www.sfgl.in.net/policy.

Nomination and Remuneration Committee comprises of Mrs. Bhargavi V. Talati Chairperson and Independent non-executive director, Mr. Paras K. Sharma, Independent non-executive director, and Mrs. Binaben Panchal, Non Executive Director During the Financial Year 2023-24, Three (3) Nomination and Remuneration Committee meetings were held; dates of which are as follows:

The Committee comprises of Mrs. Bhargavi V. Talati Chairperson and Independent non-executive director, Mr. Paras K. Sharma, Independent non-executive director During the Financial Year 2023-24, 1 (one) Independent Director's Committee meeting was held dated 30.09.2023.

Appointment of Statutory Auditors

M/s. Devpura Navlakha & Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 121975W), would be re-appointed as Statutory Auditors of the Company in this ensuing Annual General Meeting, to hold office from the conclusion of the 36th Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2028-29. The appointment of the firm would be subject to the approval of CoC under the provisions of Insolvency and Bankruptcy Code, 2016.

There have been no frauds reported during the Financial Year ended March 31, 2024.

The Company has appointed Mr. Rutesh Choksi, Practicing Company Secretary of M/s. R.K. Choksi & Co. Ahmedabad as an internal auditor of the Company for the financial year 2023-24. The appointment of the PCS would be subject to the approval of CoC under the provisions of Insolvency and Bankruptcy Code, 2016.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Gaurav Vesasi, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. Secretarial Audit Report issued by Mr. Gaurav Vesasi, Practicing Company Secretary, in form MR-3 forms part of this report. The appointment of the PCS would be subject to the approval of CoC under the provisions of Insolvency and Bankruptcy Code, 2016.

During the year under review, the Auditors of the Company have not reported any fraud as required under Section 143(12) of the Companies Act 2013.

There are no qualifications, reservations or adverse remarks or disclaimer in the Statutory Audit Report issued by the Statutory Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimer in secretarial audit report issued by the Company Secretary in practice. Secretarial Audit Report is attached to this report.

Your Company is registered with Reserve Bank of India ("RBI"), as a non-deposit accepting NBFC ("NBFC-ND-NSI") under Section 45-IA of the RBI Act, 1934. As per Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year and also not providing loan through any App or DLA.

(It is to be noted that pursuant to voluntary surrender of Certificate of Registration (CoR) to RBI and the Order of RBI dated 20th September, 2023 cancelling the CoR, your company seized to be a NBFC.)

The details required under the provisions of the section 134(3) (m) of the Companies Act, 2013 regarding conservation of Energy and Technology Absorption are not applicable as the company is not carrying out any manufacturing operation. The details of foreign exchange earnings and outgo are as follows:

Since the Company was a Non-Banking Financial Company registered with the RBI, the disclosures pertaining to Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 was not applicable until voluntary surrender of Certificate of Registration pursuant to which RBI passed an order on 20th September, 2023.

The details of the investments made by the company are given in the schedules to the financial statements.

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year.

During the period under review, there were no material transactions between the Company and the related parties as defined under Section 188 of the Companies Act, 2013. Accordingly, there were no transactions that were required to be reported in Form AOC-2.

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has no employee who was in receipt of remuneration in excess of limits specified in such rules. The Company has not paid any remuneration to the Directors of the Company.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-24.

(ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year 2023-24.

* No Remuneration was paid by the Company to any Directors of the Company.

** In the Previous Financial year (i.e. 2022-23) remuneration paid to Mr. Parag P. Shah (Managing Director) from 01.04.2022 to 31.03.2023 was Rs. NIL and during the Current Financial Year (i.e. 2023-24) remuneration paid to Mr. Parag P. Shah from 01.04.2023 to 31.03.2024 was Rs. NIL.

Hence, there was no increase in the remuneration payable to him.

*** In the Previous Financial year (i.e. 2022-23) remuneration paid to Mr. Nitin B. Shah (Chief Financial Officer) from 01.04.2022 to 31.03.2023 was NIL and during the Current Financial Year (i.e. 2023-24) remuneration paid to Mr. Nitin B. Shah from 01.04.2023 to 31.03.2024 was Rs. NIL

Hence, there was no increase in the remuneration payable to him.

**** In the Current Financial year (i.e. 2023-24) remuneration paid to Company Secretaries: Mr. Kalpesh Patel: Rs. 1,94,630/-

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) The Company does not have any employees who is drawing remuneration in excess of limit prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. b) The statement containing the names of top ten employees will be made available on request sent to the Company on sfgl.1988@ gmail.com.

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance requirements are not applicable to our Company, as the Company has not attained the prescribed limit as mentioned hereunder: As per the Regulations 17 to 27 (including both regulations) and clauses (b) to (i) of Sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V, it shall not apply in respect of the companies having paid up equity share capital not exceeding Rs.10.00 crores (Rupees Ten Crores) and net worth not exceeding Rs. 25.00 crores (Twenty Five Crores) as on the last day of the previous financial year (i.e. 2023-24).

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

(i) The company has changed its Main Objects and Name pursuant to order of Reserve Bank of India dated 20th September, 2024 cancelling the Certificate of Registration due to voluntary surrender of Certificate of Registration (CoR) to RBI.

(ii) Insolvency Resolution Process was filed by Jhaveri Trading and Investment Pvt. Ltd. under Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by Hon'ble NCLT, Ahmedabad Bench vide its CP (IB) 149 of 2024 dated 29th August 2024. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is being levied on the corporate debtor and further in accordance with Section 17 of the Code, the powers of the board of directors were suspended and are vested with the Resolution Professional.

As on the date of this report, IP Gomti Ramchandra Choudhary has been appointed as the Interim Resolution Professional of the Corporate Debtor and the affairs of the Company are being managed by the IRP.

During the year under review, pursuant to voluntary surrender of Certificate of Registration (CoR) to RBI and the Order of RBI dated 20th

September, 2023 cancelling the CoR, your company seized to be a NBFC and therefore the main objects of the Company were changed removing the objects related to the NBFI business. The detailed object of the Company is enumerated in point No. 5 above.

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view of the company under CIRP.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To that effect, during the year under review, there were no incidences of sexual harassment reported.

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.

On August 29, 2024, the Hon'ble NCLT, Ahmedabad Bench admitted the petition filed by a financial creditor for initiation of the CIRP Process and appointed Smt. CA Gomti Ramchandra Choudhary (Registration no. IBBI/IPA-001/IP-P-02625/2022-23/14275) as Interim Resolution Professional ("IRP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

It is not applicable to the Company, during the financial year.

Your Directors wish to convey their appreciation to all the employees of the Company for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank all the stakeholders involved including the shareholders, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.