Sunrise Industrial Traders Ltd

To,

SUNRSE INDUSTRIAL TRADERS LIMITED

Your Director's have pleasure in presenting their 53^rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

A summary of the Company's financial Results (Standalone) for the Financial Year 2024-2025 is as under:

Your company reported increase in revenue from operations of 2.63 % over the previous year. At standalone level, the revenue from operations stood at Rs. 571.83 lakhs compared with Rs. 557.15 lakhs in the previous year. The Net profit after tax for the year stood at Rs. 325.99 lakhs against Net profit of Rs. 311.74 lakhs reported in the previous year.

The consolidation of financial statement of the Company for the year ended 31^st March, 2025 is not applicable as the company's does not have any subsidiary companies/Associate companies.

2. Brief description of the Company's working during the year/State of Company's affair

The Company has one segment viz. investment in securities, etc.

3. Change in the nature of business & Deposits

There is no change in the nature of business of the Company during the financial year 2024-2025. The Company is a Non-Banking Financial Institution (NBFI) (without accepting public deposits) registered under section 45-IA of the Reserve Bank of India Act, 1934 with the RBI vide Regt. No. B-13.01546. The Company has complied with and continuous to comply with all applicable laws, rules, regulations etc. including directions of the RBI and it does not carry on any activities other than those specifically permitted by the RBI for NBFIs. The Company did not hold any deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

4. Dividend

In order to conserve resources, the directors have not recommended any dividend for the year ended 31^st March, 2025 (P.Y.: NIL). The Company is outside purview of Regulation 43A of the SEBI Listing Regulations, 2015 and hence, the formulation of "Dividend Distribution Policy" is not applicable to the Company.

5. Reserves

The Board proposes to carry the Net profit after taxation of Rs. 325.99 lakhs for the financial year 2024-2025 to the Retained Earnings (P.Y.: Net Profit - Rs. 311.74 lakhs)

6. Share Capital

There is no change in the Authorized Share Capital of the company. The Company has not issued any shares during the year. 4,97,175 equity shares (99.64%) of the Company are in Demat form and 1,825 equity shares (0.36%) are in physical form as on 31-03-2025. The Company has appointed M/s Kfin Technologies Limited. as the Registrar & Share Transfer Agent for dealing with both Physical & Electronic shares. The Company's securities are admitted in the Central Depository Service (India) Ltd & the National Securities Depository Ltd. and the ISIN Number allotted to the Company by them in respect of Equity Shares is INE371U01015.

7. Directors, Key Managerial Personnel, Independent Directors & Compliance Officer CHANGE IN DIRECTORS

As per Article No. 127 of the Articles of Association of the company, Mr. Suresh B. Raheja (DIN - 00077245), Director of the Company will retire by rotation and being eligible offered himself for re-appointment at the ensuing 53^rd Annual General Meeting of the members of the Company. The brief profile of Mr. Suresh B. Raheja has been given in the Notice convening the Annual General Meeting for your approval.

DECLARATION

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGENRIAL PERSONNEL & COMPLIANCE OFFICER The following are the KMP of the Company:

1) Mr. Suresh. B. Raheja - Whole-time Director & CEO

2) Mr. Alkesh. S. Raheja - Chief Financial Officer

3) Mrs. Ayushi Saraf - Company Secretary and Compliance Officer.

The policy on directors' appointment and remuneration approved by the board of directors is available on www.sunriseindustrial.co.in

8. Particulars of Remuneration to its Employees / Directors / Key Managerial Personnel

The information required under the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished below:

*Mr. Suresh B. Raheja is a relative (brother) of Mr. Dhanesh. B. Raheja, Director of the Company & Mr. Suresh. B. Raheja is holding 1,34,450 (26.94%) equity shares of the Company.

**Mr. Alkesh S. Raheja is a relative of Mr. Suresh. B. Raheja, Whole-time Director & is holding 1,72,100 (34.39%) equity shares of the Company.

Other Disclosures pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Remuneration Policy:

Pursuant to the provisions of 178(3) of the Act, the Board has framed a remuneration policy which lays down a framework in relation to remuneration of directors, key managerial personnel and senior management of the Company. This policy also lays down criteria for selection and appointment of Board Members and their remuneration is that -

• Remuneration to Key Managerial Personnel and Staff is industry driven in which it is operating considering the performance leverage and factors such as to attract and retain quality talent.

• For Whole-time Director, it is based on the recommendation of the Nomination and Remuneration Committee ("NRC") and resolution passed by the Board of Directors and shareholders resolution, provisions of the Companies Act, 2013 and Rules framed therein and guidelines issued by Central Government and other authorities from time to time. The remuneration package of whole-time director comprises of salary. Annual increment is linked to performance and are decided by NRC and recommended to the Board for approval thereof.

• The Non-Executive Directors are paid remuneration by way of sitting fees for attending meetings of the Board of Directors and the Audit Committee constituted by the Board of Directors of the Company.

The remuneration policy is displayed on the Company's website viz. www.sunriseindustrial.co.in.

Managerial Remuneration:

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure III" to this report i.e., "MGT-9-Extract of Annual Return". The Extract of Annual Return is displayed on website of Company viz www.sunriseindustrial.co.in.

9. Board Meetings

The details of the number of meetings of the Board held during the Financial Year 2024-2025 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

10. Annual Performance Evaluation

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication, etc. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint Ventures Company/ Associate Company as on 31^st March, 2025 hence the prescribed Form AOC-1 is not required to be attached to this Report.

12. Auditors & Auditor's Report

M/s. A N Shah & Associates, Chartered Accountants (Firm Registration No. 152599W), Mumbai, the Statutory Auditors of the Company hold the office up to the conclusion of the Annual General Meeting to be held in year 2028 and subject to ratification in the Annual General Meeting till the conclusion of next Annual General Meeting with remuneration as mutually agreed between them and the Board of Directors of the Company and the said Auditors be paid out-of-pocket expenses incurred by them in connection with the audit of accounts of the Company.

As required under Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors recommend the ratification of appointment of M/s. A N Shah & Associates, Chartered Accountants (Firm Registration No. 152599W), Mumbai, as the Statutory Auditors of your Company for the financial year 2024- 2025 from the conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM to be held in year 2028 of the Company. The Company has received a certificate from the Auditors that if their appointment is made, it will be within the prescribed limit under the provisions of the Companies Act, 2013.

The Auditors of the Company have observed that they have neither come across any instance of fraud on or by the Company, its officers or employees, noticed or reported during the period.

There is no audit qualification, reservations or adverse remarks in the auditor's report for the year ended 31st March, 2024. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

13. Cost Auditor

The Cost Audit Orders / Rules are not applicable to the Company as the Company is an investment company and hence, appointment of the cost auditor is not applicable.

14. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company have appointed Mr. Kishor V. Ved, Practicing Company Secretary, to undertake the Secretarial Audit for the financial year ended 31^st March, 2025. The report of the Secretarial Auditor's in Form No. MR-3 is enclosed as Annexure II to this report.

15. Secretarial Standards

The Company has complied with the Secretarial Standards on meetings of the Board of Directors including Committee of Directors and General Meetings issued by ICSI.

16. Internal Audit

Pursuant to the provisions of Section 138 of the Act, the Company have appointed Mr. Keshri & Associates, Chartered Accountants (M. No.168801) (Firm Registration No. 310006E), Mumbai, as the Internal Auditor for the financial year 2024-2025. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the Audit Committee and suitable corrective actions taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations.

17. Reporting Fraud

During the year under review, the Statutory Auditor and Secretarial Auditor 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 details of which needs to be mentioned in this Report.

18. Issue of employee stock options

Presently, the Company does not have a stock options scheme for its Directors and its employees.

19. Vigil Mechanism / Whistler Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a Vigil Mechanism / whistle blower policy for directors and employees to report genuine concerns or grievances for redressal. The Vigil Mechanism / Whistle Blower Policy have been uploaded on the website of the Company at www.sunriseindustrial.co.in under investors' link.

20. Risk Management

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Company has been addressing various risks impacting and the policy of the company on risk management is provided in Management Discussion and Analysis in the Annual Report.

21. Management Discussion and Analysis

As required under the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis (MRA) for the year ended 31^st March, 2025 and gives the state of affairs of the business of the company are as under:

The MRA contains forward-looking statements based on certain assumptions and expectations of future events.

The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements can, thus, differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

The Company has income from operations of Rs. 571.83 lakhs during the current year as against Rs. 557.15 lakhs during the previous year. The Company is an Investment Company and operates in one segment viz. investment in shares etc.

The market is expected to improve during the year 2025-2026.

Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies.

Management has put in place effective Internal Financial Control Systems to provide reasonable assurances for safeguarding assets and their usage, maintenance of proper accounting records and adequacy and reliability of the information used in financial statements for carrying on business operations.

The Company has appointed an internal auditor to ensure compliance and effectiveness of the internal control systems in place. The Audit committee is regularly reviewing the internal audit reports for the audit carried out in all key areas of the operations.

Normal foreseeable risks of the company's assets are adequately assessed and inspections are carried out periodically. The highlights of financial operational performance are given below:

RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Company's principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts.

CAUTIONARY STATEMENT

In this Management's Discussion and Analysis detailing the Company's objectives, projections, estimates, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Statements in the management discussion and analysis and directors report describing the company's strength, strategies and estimates and forward-looking statements within the meaning of the applicable laws and regulations, Actual results may vary from expressed or implied, depending upon economic conditions, government policies and other incidental factors.

22. Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, 2013 the Annual Return as on 31^st March 2025 is available on the company's website www.sunriseindustrial.co.in under Investors - Annual Return.

23. 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 are no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There are no such orders passed by regulators or courts or tribunals etc.

25. Deposits

The Company has not accepted any deposits from public during the financial year under review.

26. Particulars of loans, guarantees or investments under section 186 of the Act

The Company has not granted any loans or guarantees etc. as covered under section 186 of the Companies Act, 2013. The Company is an investment company registered as a Non-Banking Financial Institution with the Reserve Bank of India and one segment viz. investments in shares, securities etc. and hence, section 186 of the Companies Act, 2013 is not applicable.

27. Particulars of contracts or arrangements with related parties

The company has entered into contracts or arrangements with the related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in the ordinary course of business on arms' length basis during the financial year and the same is disclosed in Form AOC-2 (Annexure IV). All related party transactions are placed before the Audit Committee and the Board for approval. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.sunriseindustrial.co.in. None of the Directors has any pecuniary relationship or transactions vis-a-vis the company except remuneration and sitting fees.

28. Corporate Governance Certificate

A separate section on compliance with the conditions of Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, 2015 and a report on Corporate Governance approved by the Board of Directors of the Company and a certificate from Mr. Kishor V. Ved, Practicing Company Secretary, Mumbai, for the year ended 31^stMarch, 2025 are set out in the Annexure V to the Directors' report. The Company has complied with the Corporate Governance practices specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

29. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act viz. the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified.

Under the said Act, the company has set up an Internal Complaint Committee to look into prevention, prohibition and redressal of complaints / grievances on the sexual harassment of women at work places of any women employees. During the year under review, the Company has not received any complaints of harassment. It is to be noted that the Company has seven (9) employees and hence, the provisions of the above-mentioned Act is not applicable to the Company.

30. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is are as follows:

b) Technology absorption

31. Corporate Social Responsibility (CSR)

It is to be noted that for financial year 2024-2025, the provision of Section 135 of the Companies Act 2013 are not applicable to the Company due to the following:

a) Net worth of the Company is less than Rs. 500.00 crores.

b) Turnover is less than Rs. 1,000.00 crores.

c) Net Profit Before Tax is less than Rs. 5.00 crores.

In view of the above, the Company is not required to spend any amount on CSR activities during the F.Y. 20242025. The Board hereby ensures the compliance of Section 135 of the Act and the Rules made thereunder in future.

32. Human Resources

Your Company treats its own employees as "human resources", one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

33. Directors' Responsibility Statement

As required under the provisions of Section 134 of the Act, your directors report that:

(a) in the preparation of the annual accounts for the financial year, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 of the company for that date;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

34. Internal Control Systems and their Adequacy

Your company has an effective Internal Control and risk mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations, the internal and operational audit is entrusted to the Internal auditor to test and review controls, appraisals of risks and business processes besides benchmarking controls with bets practice in the industry.

35. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a last seven years and hence, no funds are required to be transferred to Investor Education and Protection Fund.

36. Listing with the Stock Exchange

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to the BSE where the Company's Shares are listed.

37. Committees of the Board

The Board of Directors has the following Mandatory Committees:

a) Audit Committee

b) Stakeholders' Relationship Committee

c) Nomination and Remuneration Committee.

d) Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

38. Business Responsibility Report

The Business Responsibility Report as required by Regulation 34(2) of the SEBI LODR Regulations, 2015 is not applicable to the Company as the company is not listed based on market capitalization calculated as 31^st March, 2025.

39. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

40. Statutory Disclosures

There were no transactions / events with respect to the following items during the period under review and accordingly, no disclosure or reporting is required with respect to the same:

a. Issue of equity with differential rights as to dividend / voting or otherwise

b. Receipt of any remuneration or commission by the managing director / whole-time director of the Company from any its subsidiaries

c. Buy-back of shares.