Sunrest Lifescience Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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

1. FINANCIAL PERFORMACE AT A GLANCE

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

Particulars	Consolidated	Standalone
	2024-25 (In Lakhs)	2024-25 (In Lakhs)	2023-24 (In Lakhs)
Revenue from operations	3341.30	3312.24	2948.29
Other income	0.45	0.05	0.10
Total Income	3341.75	3312.29	2948.39
Profitbefore exceptional, extraordinaryitems and Taxation	262.32	260.84	59.27
Extraordinary items	-	-	-
Profit Before Tax	262.32	260.84	59.27
Current tax	(61.44)	(61.04)	(37.37)
Deffered tax	(0.18)	(0.18)	(0.67)
Net Profit /Loss (After I. Tax)	200.53	199.98	22.57

2. OPERATIONAL PERFORMACE

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

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

3. TRANSFER TO GENERAL STATUTORY RESERVE

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

4. CHANGE IN THE NATURE OF BUSINESS

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

5. DIVIDEND

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

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

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

7. MATERIAL CHANGES AND COMMITMENTS

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

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

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

9. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving

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

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

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

10. HOLDING COMPANY

The Company does not have any Holding Company.

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

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

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

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

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

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

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

13. STATEMENT DECLARATION BY INDEPRNDENT DIRECTOR

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

14. PUBLIC DEPOSITS

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

15. SHARE CAPITAL AUTHORIZED SHARE CAPITAL

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

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

PAID-UP SHARE CAPITAL

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

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

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

ISSUE OF EMPLOYEE STOCK OPTIONS

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

ISSUE OF SWEAT EQUITY SHARES

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

PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

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

16. AUDITORS

STATUTORY AUDITORS

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

AUDITORS'' REPORT

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

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

SECRETARIAL AUDITOR

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

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

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

Auditor''s Comments:

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

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

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

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

Board''s Explanation:

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

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

17. WEBSITE OF THE COMPANY

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

18. EXTRACT OF ANNUAL RETURN

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

19. BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL

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

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

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

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

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

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

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

20. DIRECTOR RETIRING BY ROTATION

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

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

21. MEETINGS OF BOARD OF DIRECTORS

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

22. MEMBERS MEETING

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

23. COMMITTEE MEETING

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

AUDIT COMMITTEE:

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

NOMINATION AND REMUNERATION COMMITTEE:

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

STAKEHOLDER''S RELATIONSHIP COMMITTEE

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

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

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

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

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

26. REMUNERATION PAID TO DIRECTORS & PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

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

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

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

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

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

Auditor''s Comments:

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

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

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

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

Board''s Explanation:

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

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

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

30. COMPOSITION OF COMMITTEE MEETINGS

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

AUDIT COMMITTEE The Audit Committee is having following member:
Sr. No.	NAME		DIN		POSITONIN COMMITTEE		NATURE OF DIRECTORSHIP
1.	Ms. Juhi Sawajani		09811893		Non-Executive and ndependent Director		Chairman
2.	Ms. Avani Shah		09608898		Non-Executive and ndependent Director		Member
3.	Mr. Bharat Kumar Vardhilal Thakkar		08346004		Director		Member
NOMINATION AND REMUNERATION COMMITTEE						member.
The Nomination and Remuneration Committee is having following
SR. NO.	NAME		DIN		POSITONIN COMMITTEE		NATUREOF DIRECTORSHIP
1.	Ms. Juhi Sawajani		09811893		Non-Executive and Independent Director		Chairman
2.	Ms. Avani Shah		09608898		Non-Executive and Independent Director		Member
3.	Mr. Bhagyesh Kirtibhai Parekh		07613171		Non-Executive Director		Member
STAKEHOLDER''S RELATIONSHIP COMMITTEE
The Stakeholder''s Relationship Committee is having following member.
SR. No.	AME	DIN		POSITON IN COMMITTEE		NATURE OF DIRECTORSHIP
1.	s. Juhi Sawajani	09811893		Non-Executive and Independent Director		Chairman

2.	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3.	Mr. Bhagyesh Kirtibhai Parekh	07613171	Non-Executive Director	Member

31. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

32. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT

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

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

33. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

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

34. GREEN INITIATIVE

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

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

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

36. STRUCTURED DIGITAL DATABASE (''SDD'')

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

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

38. BOARD EVALUTION

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

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

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

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

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

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

ENERGY CONSERVATION

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

initiated to reduce energy consumption.

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

The capital investment on energy conservation equipment''s- NIL

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The efforts made towards technology absorption -NONE.

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

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

The details of technology imported- NONE

The year of import- NOT APPLICABLE

Whetherthetechnologybeenfullyabsorbed-NOT APPLICABLE

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

The expenditure incurred on Research and Development -NIL

40. PARTICULARS OF EMPLOYEES

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

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

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

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

Received	Disposed-Off	Pending
0	0	0

42. RISK MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

47. HUMAN RESOURCES

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

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

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

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

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

50. CORPORATE GOVERNANCE

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

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

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

This Clause is not applicable to the company.

52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

53. OTHER DISCLOSURE/ REPORTING

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

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

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

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

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

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

54. CAUTIONARY STATEMENTS

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

55. ACKNOWLEDGEMENT

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

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

---

Mar 31, 2024

Your directors have pleasure in presenting their SEVENTH Annual Report of the
company along with audited accounts for the year ended on 31^st March 2024. During
the year the company earned a net profit of Rs 22.57 Lakh. We hope that we will be
able to achieve better results in the next financial year.

1. FINANCIAL PERFORMANCE AT A GLANCE

The company has made a Net Profit of Rs. 22.57 Lakh for the Financial Year ended
March 31, 2024.

Sr. No.	Particulars	2023 - 24 (Amount in Lakh.)	2022 - 23 (Amount in Lakh.)
01	Sales	2948.38	2467.05
02	Profit before exceptional, extraordinary items and Taxation	59.27	274.40
03	Extraordinary items	-	-
04	Profit Before Tax	59.27	274.40
05	Current tax	37.37	71.27
06	Differed tax	-0.67	-1.19
07	Net Profit /Loss (After I. Tax)	22.57	204.31

2. OPERATIONAL PERFORMANCE

During under the review, the total turnover of the Company for the year ended March
31, 2024 of Rs. 2,948.38 (Amt. in Lakhs) compared to Rs. 2,467.05 (Amt. in Lakhs)
achieved during the previous year. So, the turnover increased by approximately 19.5%
from the previous year to the year ended March 31, 2024.

3. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your directors are pleased to inform you that, the Company has raised the funds by
making an Initial Public Offer ("IPO") of 12,91,200 equity shares of face value of R.10/-
each at an issue price of Rs. 84/- per share amounting to Rs. 10,84,60,800/-. The Offer
was made pursuant to the provisions of SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2018. The equity shares of the Company were listed on
NSE Emerge Platform of National Stock Exchange of India Limited on 20th November
2023.

4. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2023-24 the Company has transferred Rs. 22.57 Lakhs to
Reserves and Surplus.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in trading business of Pharmaceutical Product on wholesale
as well as retail basis. There was no change in the nature of business of the Company
during the Financial Year 2023-24.

6. DIVIDEND

With a view of expanding the business, your directors do not recommend any
dividend for the year.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTAION
AND PROTECTION FUND (IEPF)

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

8. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes in the Company during the period 2023 - 24.

9. LISTING WITH STOCK EXCHANGE

During the period under review, Sunerest Lifescience Limited was listed on the NSE
Emerged Platform of the NSE Limited. It has paid the Annual Listing Fees for the year
2024-25 to NSE Limited.

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

This Clause is not applicable to the Company.

11. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving
efficiency and effectiveness in operations, optimum utilization of resources, cost
reduction and effective monitoring thereof as well as compliance with all applicable
laws.

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

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

12. HOLDING COMPANY

The Company does not have any Holding Company.

13. DETAILS OF HOLDING SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The company does not have any holding, Subsidiary, Joint Ventures and Associates
Company

14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES

This Clause is not applicable to the company

15. INDEPENDENT DIRECTOR

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

16. PUBLIC DEPOSITS

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

17. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

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

During the year under review, the Authorized share capital of the company
was Rs. 14,00,00,000 divided in to 1,40,00,000 Equity Shares of Rs. 10/- each.

As on the end of the financial year i.e. March 31, 2024, the authorized share
capital of the Company was Rs. 14,00,00,000 Divided by the 1,40,00,000
Equity Share of Rs. 10/- each.

B. ALLOTMENTS MADE DURING THE YEAR

The Company completed its Initial Public Offer (IPO) and allotted of
12,91,200 fresh equity shares of face value of Rs.10/- each at a premium of
Rs. 74/- per share. Post IPO, the paid-up share capital of the Company is
Rs. 4,29,12,000/- consisting of 42,91,200 equity shares of Rs.10/- each

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

D. ISSUE OF EMPLOYEE STOCK OPTIONS

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

E. ISSUE OF SWEAT EQUITY SHARES

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

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

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

18. AUDITORS
STATUTORY AUDITORS

M/S. Madhusudan C Mashruwala & Co. (FRN: 105717W) Chartered Accountants, as
an Statutory Auditor of the Company to hold office for a one term of Five Consecutive
Years beginning from the Financial year 2023-2024 till the conclusion of Annual
General Meeting up to Financial Year 2027 - 28, at such remuneration as may be agreed
upon between the Board of Directors and Statutory Auditors, in addition to the
reimbursement of service tax and actual out of pocket expenses incurred in relation
with the audit of accounts of the Company.

AUDITORS’ REPORT

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

The financial statements of the Company have been prepared in accordance with
Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The
Company has received an unmodified opinion in the Auditors'' Report for the
financial year 2023-24.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and other applicable provisions, if any, Secretarial Audit is applicable to the Company
for the Financial Year 2023-24.

19. WEBSITE

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

20. EXTRACT OF ANNUAL RETURN

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

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

There were no changes in the composition of Board during the year and from the end
of financial year 2024 up to the date of this report.

As on 31^st March, 2024, The Board of Directors and Key Managerial Personnel consists
of following members: -

Sr. No	Name	Designation	DIN/PAN	Date of Appointment
1.	Amitbhai Shambhulal Thakkar	Whole-time director	07962794	30/10/2017

2.	Bhagyesh Kiritbhai Parekh	Non-Executive Director	07613171	31/01/2022
3.	Nikhilkumar Yashvntlal Thakkar	Managing Director	07962800	30/10/2017
4.	Bharatkumar Vardhilal Thakkar	Director	08346004	15/03/2021
5.	Meha Parekh Bhagyesh	CFO		01/03/2023
6.	Juhi Sawajani	Non-Executive Independent Director	09811893	01/03/2023
7.	Nishi B Shah	Company Secretary		01/03/2023
8.	Avani Ashwinkumar Shah	Non-Executive Independent Director	09608898	01/03/2023

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

22. DIRECTOR RETIRING BY ROTATION

Mr. Bharatkumar Vardhilal Thakkar (DIN: 08346004) Executive Director and Mr.
Bhagyesh Kiritbhai Parekh (DIN: 07613171) Non-Executive Director, are retiring by
rotation at the ensuing Annual General Meeting. Being eligible, they offer themselves
for re-appointment pursuant to the provisions of Section 152 of the Companies Act,
2013.

23. MEETINGS OF BOARD OF DIRECTORS

The Company has conducted 09 (Nine) Board Meeting during financial year review
and the intervening gap between two consequent Board Meetings were not more than
120 days, as required under section 173(1) of the Companies Act, 2013.

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	03.04.2023
2.	Board Meeting	24.06.2023
3.	Board Meeting	29.06.2023
4.	Board Meeting	01.09.2023
5.	Board Meeting	18.09.2023
6.	Board Meeting	25.10.2023
7.	Board Meeting	15.11.2023
8.	Board Meeting	23.01.2024
9.	Board Meeting	07.02.2024

24. MEMBER''S MEETING

Sr. No.	Type of Meeting	Date of Meeting
1.	Extra-Ordinary General Meeting	01.04.2023
2.	Extra-Ordinary General Meeting	25.04.2023
3.	Annual General Meeting	30.09.2023

25. COMMITTEE MEETING

As on March 31, 2024, the Board had three Committees namely, Audit Committee,
Nomination and Remuneration Committee and Stakeholder''s Relationship
Committee. The Composition of all the Committees is in line with the requirement of
the Act. During the year, all the recommendations made by the Committees were
approved by the Board.

I. AUDIT COMMITTEE:

The Audit Committee is having following member.

SR NO.	NAME		DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Sawajani	Juhi	09811893	Non-Executive and	Chairman

			Independent Director
2	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3	Mr. Bharatkumar Vardhilal Thakkar	08346004	Director	Member

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

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Audit Committee	01.09.2023
2.	Meeting Of Audit Committee	07.02.2024

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following
member.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3	Mr. Amitbhai Shambhulal Thakkar	07962794	Whole-time director	Member

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

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Nomination and Remuneration	01.09.2023
	Committee
2.	Meeting Of Nomination and Remuneration	07.02.2024
	Committee

III. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholder''s Relationship Committee is having following
member.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Mr. Bhagyesh Kiritbhai Parekh	07613171	Non-Executive Director	Chairman
2	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

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

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Stakeholder''s Relationship Committee	01.09.2023

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE
COMPANY

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

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year, the Company has entered into any contract or arrangements with the
Related Parties during the year under Section 188 read with section 2 (76) of the
Companies Act, 2013.

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

28. REMUNERATION PAID TO DIRECTORS & PARTICULERS OF
EMPLOYEES:

A) Executive Directors: The remuneration paid to the Executive Directors for
the financial year ended 31st March 2024 is as follows:

Mr. Amitbhai Shambhulal Thakkar, Whole-timeDirector: Salary Rs.12.00
Lakhs, Mr. Nikhilkumar Yashvntlal Thakkar, Managing Director: Salary
Rs.12.00 Lakhs and Mr. Meha Parekh Bhagyesh, CFO: Salary Rs. 04.22
Lakhs and Ms. Nishi B Shah, CS: Salary: 01.56 Lakhs.

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

Ms. Juhi Sawajani- Non-Executive Independent Director & Chairman of
the Board: Rs. 0.48 Lakhs

Ms. Avani Ashwinkumar Shah - Non-Executive Independent Director:
Rs.0.48 Lakhs

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

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

> Ratio of remuneration of each director to the median remuneration of
the employees of the company for the financial year ended 31st March,
2024: NIL

> The percentage increase in remuneration of each director, CFO, CEO,
Company Secretary or Manager, if any, in the financial year 2023-24: NIL

> Percentage increase in median remuneration of employees in the
financial year 2023- 24: NIL

> The number of permanent employees on the rolls of the Company as at
March 31, 2024: 179

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

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

These were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report. The provisions relating to submission of Secretarial Audit
Report is not applicable to the Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

31. AUDIT COMMITTEE AND NOMINATION AND REMUNERATION
COMMITTEE

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

32. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the Financial Year ended
March 31, 2024. the applicable accounting standards had been followed
along with proper explanation relating to material departures;

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

(iii) 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;

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

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

(vi) internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and
were operating effectively]

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT:

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

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

34. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints
redressal system. The salient features of this system are centralized database of all
complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies and online viewing by investors of actions taken on the complaint and its
current status. Your Company has been registered on SEBI SCORES Portal and makes
every effort to resolve all investor complaints received through SCORES portal or
otherwise within the statutory time limit from the receipt of the complaint. The
Company has received Nil complaint through the SCORES portal during financial
year 2023-24.

35. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report
2023-24 is being sent only through electronic mode to those Members whose email
addresses are registered with the Company/Depositories. Members may note that the

Notice and Annual Report 2023-24 will also be available on the Company''s website
https://sunrestlifescience.com/.

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

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

37. STRUCTURED DIGITAL DATABASE ("SDD")

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

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

During the Financial Year 2023-24, there was no application made and proceeding
initiated pending under the Insolvency and Bankruptcy Code, 2016, by any Financial
and/or Operational Creditors against the Company.

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

38. BOARD EVALUTION

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

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

As per provisions of Section 178(2) of the Act, Nomination and Remuneration
Committee shall specify the manner for effective evaluation of performance of Board,
its Committees and individual Directors to be carried out. Further, the Independent
Directors, as part of their mandate under Schedule IV of the Act, need to make an
evaluation of performance of the Board, it''s Committee and constituents of the Board
apart from their self-evaluation. Under this process, a structured questionnaire was
prepared after taking into consideration inputs received from the Directors, setting
out parameters of evaluation; the questionnaire for evaluation is to be filled in,
consolidated and discussed with the Chairman. The evaluation by the Independent
Directors has been undertaken at the time of appointment. The Board of Directors
undertook evaluation of Independent Directors at their meeting held on December
01st, 2024 and placed on its record that the Independent Directors have the requisite
qualification, expertise and track record for performing their duties as envisaged
under the Law, and they add value in the decision-making process of the Board.

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

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

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

> ENERGY CONSERVATION

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

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

iii. The capital investment on energy conservation equipment''s- NIL

> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction,

product development or import substitution - NOT

APPLICABLE.

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

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT

APPLICABLE

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

iv. The expenditure incurred on Research and Development -NIL

40. PARTICULARS OF EMPLOYEES

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

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

The Company has always believed in providing a safe and harassment-free workplace
for every individual working in the Company. The Company has complied with the
applicable provisions of the aforesaid Act, including constitution of the Internal
Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent,
contractual, temporary and trainees) are covered under this Policy. The Policy is
gender neutral. We are pleased to inform you that no complaints pertaining to sexual
harassment were received during the Financial Year 2023-24

42. RISK MANAGEMENT

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

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

The Company has a ''Whistle Blower Policy''/ ''Vigil Mechanism'' in place. The
objective of the Vigil Mechanism is to provide the employees, Directors, customers,

contractors and other stakeholders of the Company an impartial and fair avenue to
raise concerns and seek their redressal, in line with the Company''s commitment to the
highest possible standards of ethical, moral and legal business conduct and fair
dealings with all its stakeholders and constituents and its commitment to open
communication channels. The Company is also committed to provide requisite
safeguards for the protection of the persons who raise such concerns from reprisals or
victimization, for whistle blowing in good faith. The Board of Directors affirms and
confirms that no personnel have been denied access to the Audit Committee.

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

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

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

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

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

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

The Independent Directors met on 01st December, 2024, inter-alia, to discuss the
quality, quantity and timeliness of flow of information between the Company
Management and the Board of Directors that is necessary for the Board of Directors to
effectively and reasonably perform their duties. All the Independent Directors were
present at the Meeting.

47. HUMAN RESOURCES

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

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

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

49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

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

50. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange
from compliance with corporate governance provisions.

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

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

This Clause is not applicable to the company.

52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

53. OTHER DISCLOSURES/REPORTING:

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

a) Material changes and commitments, as Company has Successfully
Completed its listing on NSE emerged platform through initial public
offering platform where the IPO has been subscribed by 48.54 times in
compare to the actual public offering which shows the trust and faith
of every stakeholder and investor in the company.

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

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

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

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

54. CAUTIONARY STATEMENTS:

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

55. ACKNOWLEDGEMENT

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

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

For and On Behalf of the Board of Directors of

SUNREST LIFESCIENCE LIMITED

Sd/-

NIKHILKUMAR YASHVNTLAL THAKKAR

DIRECTOR

DIN: 07962800

Place: Ahmedabad
Date: 04.09.2024