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

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

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

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

2. STATE OF COMPANY BUSINESS AFFAIRS

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

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

3. OPERATIONS REVIEW- STANDALONE

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

4. ACCOUNTING METHOD

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

5. TRANSFER TO RESERVES

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

6. WEB ADDRESS OF ANNUAL RETURN

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

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

8. SUBSIDIARY/ ASSOCIATE/ JOINT- VENTURE COMPANIES

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

9. SHARE CAPITAL

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

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

10. DIVIDEND

No Dividend was declared during the year by the company.

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

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

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

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

13. RBI GUIDELINES

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

14. NBFC REGISTRATION

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

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

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

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

18. DIRECTORS RETIRE BY ROTATION:

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

19. INDEPENDENT DIRECTORS:

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

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

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

20. DECLARATIONS FROM INDEPENDENT DIRECTORS

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

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

21. POLICIES

• Familiarization Programme For Independent Directors.

• Policy On Preservation Of Documents.

• Related party transactions policy.

• Emuneration policy.

• Vigil mechanism whistle blower policy.

• Policy on determine material event.

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

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

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

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

23. PUBLIC DEPOSITS

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

24. BOARD EVALUATION:

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

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

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

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

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

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

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

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

25. KEY MANAGERIAL PERSONNEL:

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

Mr. Surendra Kumar Jain, Managing Director

Ms. Sangeeta, Chief Financial Officer

Mr. Amit Kumar Jain, Company Secretary

26. COMPANY SECRETARY:

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

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

and submits the Director’s Responsibility Statement:

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

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

♦♦♦ The Directors have taken proper & sufficient care of the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for prevention & detecting fraud & other irregularities;

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

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

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

28. MEETINGS
a) BOARD MEETINGS

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

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

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

1) COMMITTEE MEETINGS: -
i) AUDIT COMMITTEE

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

Meetings of the Committee:

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

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

(ii) NOMINATION & REMUNERATION COMMITTEE:

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

Meetings of the Committee:

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

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

(iii) RISK MANAGEMENT COMMITTEE:

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

Meetings of the Committee:

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

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

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

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

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

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

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

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

Meetings of the Committee:

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

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

(vi) INVESTMENT COMMITTEE:

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

Meetings of the Committee:

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

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

Compliance Officer:

b) SHAREHOLDERS MEETING

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

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

30. INTERNAL FINANCIAL CONTROL SYSTEM

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

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

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

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

31. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

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

32. GENERAL:

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

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

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

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

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

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

34. MANAGEMENT DISCUSSION ANALYSIS REPORT

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

35. CORPORATE GOVERNANCE

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

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

36. AUDITORS

A. STATUTORY AUDITORS:

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

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

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

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

(a) Statutory Auditor’s Report

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

(b) Statutory Auditor’s Observations

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

B. SECRETARIAL AUDITOR:

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

(i) Secretarial Auditor’s Report

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

(ii) Secretarial Auditor’s Observations

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

C. INTERNAL AUDITOR

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

(i) Internal Auditor’s Report

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

(ii) Internal Auditor’s Observations

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

37. MAINTENANCE OF COST RECORDS

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

38. ENHANCING SHAREHOLDER VALUE

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

39. PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

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

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

40. DEMATERILISATION OF SHARES

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

LISTING OF SHARES

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

41. CREDIT RATING

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

42. EXPOSURE TO REAL ESTATE

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

CAPITAL FUND TO RISK WEIGHTED ASSETS

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

43. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

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

44. HUMAN RESOURCES

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

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

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

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

46. COMPLIANCE

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

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

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

47. SECRETARIAL STANDARDS OF ICSI

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

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

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

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

No of complaints received : NIL

No of complaints disposed off : NIL.

49. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

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

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

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

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

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

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

a) DETAILS OF CRYPTO / VERTUAL CURRENCY

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

b) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE

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

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

c) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY

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

d) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN

EXCHANGE EARNINGS & OUTGO

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

A. Conservation of Energy

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

NIL

B. Technology absorption

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

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

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

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

C. Foreign Exchange Earnings/Outgo:-

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

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

52. CODE OF CONUCT ON SEBI (PIT)

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

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

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

54. GREEN INITIATIVES

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR SUNSHINE CAPITAL LIMITED

Sd/-

SURENDRA KUMAR JAIN PRITI JAIN

DATE: 04/08/2025 MANAGING DIRECTOR DIRECTOR

PLACE: NEW DELHI DIN: 00530035 DIN: 00537234

1

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

iv) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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

Meetings of the Committee:

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