Your Directors have great pleasure in presenting the 50^th Directors Report on the business and operations together with the audited financial statement of your Company for the year ended 31^st March 2024.

FINANCIAL RESULTS

COMPANY OVERVIEW AND STATE OF COMPANY'S AFFAIRS

The Directors of the Company are glad to inform you that your company is the leading Hard shell capsule manufacturer in India and Pioneer in double lock and triple lock technology for capsules in India. The Company had started production of HPMC Capsule in August 2018 and in short span of time the sales brought in from HPMC have led to better performance.

Your company also have Global Presence with Subsidiaries in USA and Mexico during the year. The company is WHO-GMP certified Company and has also been recognized as "Star Export House" by GOI. The management is optimistic about the future outlook of the company in short, medium and long-term.

The Plant of your company is located at Alwar which is easily accessible by air, road and rail. Indira Gandhi International Airport is the nearest Airport located at a distance of 163 kms. It is also connected well by roads to some major cities of Rajasthan like Jaipur.

The Company deals in Business segment of Manufacturing Empty Hard Capsule Shells and the choice in nine size available are 00, OSEL, OEL, 0,1,2,3, 4, 5. The company has the installed capacity of 15 billion capsules. The company enjoys immense credibility in various Global Market. The management of the company Continued focus on achieving cost optimization and yield improvements through Economies of Scale. The company also renewed interest in the business with an aim to become the one of the leading Hard Shell Capsule manufacturer in the world.

OPERATION OF THE COMPANY

During the year under review the challenges of inclement Raw material pricing, coupled with increase in logistics cost due to increase in fuel price due to recent war which is going on between Russia, Ukraine and other countries since long period of time, subdued demand is a deterrent on the earnings of the Company, however, the company has taken various steps to curb the cost, to increase the efficiency and productivity of the machines installed for manufacturing of empty hard capsules and make its product more qualitative, affordable and competitive.

The physical and emotional wellbeing of employees of the company continues to be a top priority for your Company, the Company has taken several initiatives to support employees and their families during the difficult phases of time.

The Company has strictly adopted prescribed Health and Safety Guidelines in its operation at plant in compliance with the applicable Law and as suggested by the Honorable State and Central Governments from time to time. At the Plant level, Operations had been undertaken keeping all requisite considerations of Health and Safety at the forefront.

FINANCIAL PERFORMANCE:

During the F.Y. 2023-24 (standalone) the Company had reported Turnover/Revenue from operation of ? 8968.75 Lakhs as against ? 11182.95 Lakhs in the F.Y. 2022-23 decreased by 19.80 %, Profit before depreciation and Finance Cost decreased by 57%. During the year 2023-24 there is a loss before Tax of ? 288.04 Lacs and Loss after Tax of ? 210.78 Lakhs as against profit before tax of ? 975.86 Lakhs and profit after tax of ? 697.69 Lakhs in previous F.Y. 2022-23. During FY 2023-24, Other comprehensive Income (OCI) is of ? 1442.61 Lakhs as compared to OCI of ? (4.11) Lakhs in previous F.Y. 2022-23.

During the F.Y. 2023-24, the Company had reported on a consolidated basis, the total revenue from the operation of ? 9019.19 Lakhs, Profit before depreciation and Finance Cost of ? 930.79 Lakhs, Loss before tax of ? 255.51 Lakhs and Loss after Tax of Rs.178.85 Lakhs and other Comprehensive Income of ? 1400.84 Lakhs.

The Management of the Company is committed to improve the performance in the coming year to achieve better production, sales and profit by using the optimum product mix and explore new avenue to achieve overall growth of the Company. Further there is no change in the nature of the business of the company.

FOREIGN WHOLLY OWNED SUBSIDIARY AND SUBSIDIARY OF THE COMPANY

During the year the company had Wholly Owned Subsidiary namely "Sunil Healthcare North America LLC" in the United States of America, which was registered on 26^th July, 2016 and a subsidiary namely "Sunil Healthcare Mexico SA DE CV"" in the city of San Luis Postosi, Mexico, United Mexican States, which was registered on 1^st February, 2017.

DETAILS OF SUBSIDIARIES PERFORMANCES

Pursuant to the provision of Section 129 (3) of the Companies Act 2013, a statement containing salient features of financial statement of subsidiaries in FORM AOC-1 is attached herewith and marked Annexure A. In accordance with section 136 of Companies Act 2013, the separate financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the registered office of the Company during working hours for period of 21 days before the date of Annual General Meeting. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

EXPANSION OF THE PROJECT

The Company has its production capacity of manufacturing of Empty Hard Capsule shell of 13 billion p.a. since financial year 2017-18. During the year 2021-22, the Production Capacity of manufacturing of Empty Hard Capsule shell increased to 15.00 billion p.a..

TRANSFER TO RESERVE

During the year the Company did not transfer any amount in Reserve.

DIVIDEND

With a view to finance expansion from internal accrual for the growth of the Company, the Directors of the Company did not recommend any dividend for the year ended March 31,2024.

SHARE CAPITAL

During the year under review the Company has authorised capital of ? 17,00,00,000/- divided into 1,08,00,000 (One Crore Eight Lakhs) equity shares of ? 10/- (Rupees Ten) each and 620000 (Six lakhs and twenty thousands) Redeemable Non-cumulative and Non-participatory preference Shares of ?100/- (Rupees Hundred) each.

The paid up Share Capital of the Company as on March 31, 2024 was ? 16,07,97,500 divided into ? 10,25,47,500 Equity share capital and ? 5,82,50,000 of 0.01% Redeemable Non-cumulative and Non-participatory preference Shares (RPS).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CESSATION

Pursuant to Provisions of Section 152 of the Companies Act, 2013 Mr. Sanjay Kumar Kaushik, Non-Executive Director ((DIN: 00329013), retired as Non-Executive Director and, being eligible, offers himself for re-appointment as NonExecutive Director of the Company liable to retire by rotation.

Except above, during the financial year 2023-24, no Directors/KMPs retired or ceased their office.

APPOINTMENT/ RE-APPOINTMENT

Pursuant to the provision of Section 149 and 152 and 164 read with Schedule IV and all other applicable provision of the Companies Act, 213 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, (including any statutory modification(s) or re- enactment thereof for the time being in force), Dr. Harish Pal Kumar (DIN 01826010) was re-appointed as Non-Executive Independent Director of the Company (for 2^nd term) for a period of five years, w.e.f. February 13, 2024 upto February 12, 2029, not be liable to retire by rotation by the shareholders of the Company by way of passing the special resolution through postal ballot (remote e-voting only) on 06.01.2024.

Pursuant to the provision of Section 149 and 152 and 164 read with Schedule IV and all other applicable provision of the Companies Act, 213 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 171A and any other applicable provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, (including any statutory modification(s) or re- enactment thereof for the time being in force), Mr. Bejon Kumar Misra (DIN 01015633) was re-appointed as Non-Executive Independent Director of the Company (for 2^nd term) for a period of five years, w.e.f. August 14, 2024 upto August 13, 2029, not be liable to retire by rotation by the shareholders of the Company by way of passing the special resolution through postal ballot (remote e-voting only) on 06.01.2024.

DECLARATION BY INDEPENDENT DIRECTORS

During the reporting period, pursuant to the provisions of Section 149(7) of the Companies Act, 2013, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2023-24, the Board of Directors met out five times on 29.05.2023, 11.08.2023, 18.10.2023, 09.11.2023 and 14.02.2024. The details of attendance of each director at the Board Meeting are provided in the Corporate Governance Report in Annexure-G, which is part of Annual Report.

MEETING AND COMPOSITION OF COMMITTEES OF THE BOARD

The details of meetings, composition and attendance of each member of the committee at the committee meetings are provided in the Corporate Governance Report in Annexure-G, which is part of the Annual Report.

During the year all the recommendations made by the Audit Committee were accepted by the Board

AUDITOR AND AUDITOR'S REPORT

STATUTORY AUDITOR

M/s. Singhi & Co., Chartered Accountants, having Firm registration no. 302049E, was appointed as Statutory Auditors of the company by the shareholders at its 48^th Annual General Meeting held on September 28, 2022 for the first term of five consecutive years starting from conclusion of 48^th Annual General Meeting till the conclusion of 53^rd AGM to be held in the year 2027.

M/s. Singhi & Co. has been in the profession for over 80 years and is one of the well reputed audit firm in the country. They provide varied services which include assurance, risk advisory, taxation, corporate finance etc. They serve multiple listed companies and have tremendous experience in the field of audit. Singhi & Co. has 26 partners with 8 offices across the country. They are Indian members of Moore Global network.

AUDITOR'S REPORT

The Auditors' Report on standalone and consolidated financial statements for the year 2023-24 forming part of the Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s ATCS & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company for financial year 2023-24. The Secretarial Audit Report for the financial year

ended March 31,2024 is annexed herewith and marked as Annexure B to this Report. The Secretarial Auditors' Report does not contain any observation/qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. The Board in its meeting held on May 28, 2024 has appointed M/s ATCS & Associates, Practicing Company Secretary, Jaipur as Secretarial Auditor of the Company for the financial year 2024-25.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the maintenance of cost audit records is not applicable on the Company.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Internal Audit Records maintained by the Company.

The Board had already appointed Agarwal S. Lal & Co., Chartered Accountants as Internal Auditors to undertake the Internal Audit of the Company for the financial year 2023-24.

Further, the appointment of M/s. Agarwal S. Lal & Co., Chartered Accountants as Internal Auditors for financial year 2024-25 was approved by the Board upon the recommendation of the Audit Committee upon such terms and conditions as mutually agreed, in its meeting held on 28 .05.2024.

ANNUAL RETURN

The Annual Return for Financial year 2022-23 can be accessed at https://www.sunilhealthcare.com/uploads/ investorrelationpdf/5539Draft%20MGT-7_2022-23.pdf.

The draft Annual Return for financial Year 2023-24 can be accessed at https://www.sunilhealthca re.com/uploads/ investorrelationpdf/9499draft-annual.pdf

FRAUD REPORTING

There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.

PARTICULARS OF RELATED PARTY TRANSACTIONS

All the related party transactions which were repetitive in nature, entered on arm's length basis in the ordinary course of business and compliance with Section 188 (1) of the Companies Act 2013 read with rules made there under, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Law. During the year under review, no related party transaction as referred under Section 188 of the Companies Act, 2013 were entered except the transaction on an arm's length basis and in the ordinary course of business. Particulars of all such contracts and arrangements with Related Parties are given in the prescribed Form AOC-2 as appended as Annexure C to this Report. Further Complete Disclosures of all related party transactions are given in Note no. 39 to Notes to Financial Statements as per the provisions of IND-As 24. There was no related party transaction which is in conflict with the interest of the Company. The policy on the Related Party Transaction are available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/2802Related%20Party%20 Transaction%20Policy_30052019.pdf

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as Amendment from time to time appended as Annexure D to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE

EARNINGS & OUTGO:

information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement given in the Annexure 'E' forming part of this report.

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2023-24, the assets of the Company were adequately insured against the loss of fire and earthquake. in addition to this coverage, a statutory public liability insurance policy has been taken to cover by Company for providing against the public liability arising out of industrial accident for employees working in plant. The provision of Risk Management under Regulation 21 (5) of the SEBI (Listing Obligation & Disclosure Requirement), Regulation, 2015, is not applicable on the Company but the Company has voluntarily constituted a Risk Management Committee.

The Risk Management Committee consists of three members' as on March 31,2024 viz. Mr. Rakesh Mohan, Chairman, Mr. Sanjay Kaushik, Member, and Mr. Harish Pal Kumar, Member. The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective ofthe Company's CSR policy is to lay downguidelinesforthe Company to make CSR a business process for sustainable development of the society at large. it aims to enhance and implement the society welfare measures by the Company in a well structural manner on short and long term basis with a vision of making Sunil Healthcare Limited to act as Good Corporate Citizen. CSR is an evolving concept at Sunil Healthcare Limited, it's been there since incorporation, we have promised to ourselves to take up the responsibility of ensuring a healthy ecosystem. SHL's CSR program is anchored on the continuing commitment to improve the quality of living conditions and opportunities for the differently able without regard to their faith, origin or gender. The terms of reference of the CSR Committee are given in the Corporate Governance Report. The details of CSR Policy of the Company also available on the website of the Company at web https://www.sunilhealthcare.com/uploads/filemanager/3496CSRPolicy_13082018.pdf. The Annual Report on CSR Activities is appended as Annexure F to this Board's Report.

CORPORATE GOVERNANCE

in terms of Regulation 34 and other applicable regulation of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Statutory Auditors' Certificate as required by the Listing Regulation confirming its compliance with the corporate governance requirement are appended as Annexure G to this Board's Report.

WHISTLE BLOWER POLICY/ VISIL MECHANISM

During the year there was no case filed under this policy. The details of this Policy are stated in the Corporate Governance Report and also available on the website of the Company at web link https://www.sunilhealthcare.com/ uploads/filemanager/7626q-1.pdf.

DISCLOSURE UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on prohibition of Sexual harassment of employees in the Company in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Composition of SHL's Internal Complaint Committee (ICC): The ICC was reconstituted with effect from 02.11.2018. As on March 31,2024 the Composition of ICC was as under

1. Mrs. Rekha Gupta - Presiding officer

2. Mr. Vijay Kumar Puniyani- Independent Member

3. Mrs. Anita Kaul- Member

4. Mr. Suresh Kumar Yadav- Member

ICC's Report on the complaints from January 01, 2023 to December 31,2023:

a) Number of complaint received during year : NIL

b) Number of complaint disposed off :NIL

c) Number of cases pending for more than 90 days: NIL

d) Number of workshop or training programme organized against sexual harassment: 1 (14.12.2023)

e) Nature of action taken, if any, by the Company : NOT APPLICABLE

The Policy on Prohibition of Sexual harassment of employees is available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/2884PreventionOf%20SEXUAL%20HARRASMENT%20 POLICY02112018%20(1).pdf

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criteria's for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. The brief of Nomination & Remuneration Policy is stated in the Corporate Governance Report in Annexure-G and also full Nomination & Remuneration policy is available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/8333NOMINATION%20AND%20 REMUNERATI0N%20P0LICY-130820018.pdf.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy, which is available at website of the company at web link https:// www.sunilhealthcare.com/uploads/filemanager/5816q-8.pdf. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors

The outcome of the Board Evaluation for Financial year 2022-23, which was carried out in financial year 2023-24 was as under:

(i) All Non-Independent Directors

Mr. Anil Kumar Khaitan: 4.00 (Exceeds Expectation), Mr. K.V. Rajan 3.67 (Exceeds expectation) and Mr. Sanjay Kumar Kaushik: 3.50 (meets expectation).

(ii) Independent Directors

Mr. Harish Pal Kumar: 4.00 (Exceeds Expectation} -Both Part A & B, Mr. Rakesh Mohan: 4.00(Exceeds expectation}-Part A & 3.83 (exceeds expectation} -Part B, Mrs. Mudita Chaturvedi: 3.5(meets expectation}-Both Part A & B,, Mr. Bejon Misra: 4.00 (exceeds Expectation} -Both Part A & B.

(iii) The Chairman and Managing Director.

The results of the Evaluation of The Chairman and Managing Director was 4.00 (Exceeds Expectation}.

(iv) The Board as whole.

The results of the Evaluation of performance of the Board as whole was 4.00 (Exceeds Expectation}

(v) The Audit Committee and Nomination and Remuneration Committee.

The result of the evaluation of performance of the Audit Committee and Nomination and Remuneration Committee were 4.00 (Exceeds Expectation} and 4.00 (Exceeds Expectation} respectively.

The Board Evaluation of Financial year 2023-24 will be carried on during the financial year 2024-25.

INDEPENDENT DIRECTOR'S MEETING

During the year under review, one meeting of the Independent Directors of your Company was held on 29.02.2024 without the presence of any member of Management. The Meeting are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of NonIndependent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors}, review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

PUBLIC DEPOSIT

Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits} Rules, 2014 and there is no outstanding deposit due for re-payment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Further the Company had invested in its subsidiaries viz. Sunil Healthcare Mexico SA.De. CV. 2,999 Equity Shares (2,999 shares of MXP1) Sunil Healthcare North America LLC 2,000 Equity Shares of US$10/- each . Total value of Unquoted Investment as on March 31,2024 was ? 0.10 lakhs.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i.e. 31.03.2024 and the date of report 28 .05.2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, audit, Transfer and Refund), Rule, 2016 ("The Rules"} Unpaid/Unclaimed Dividend are required to be transferred by the Company to Investor Education & Protection fund (The IEPF) established by the Central Government after the completion of seven years. Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. However, the company did not declare dividend after 2008-09. The Company has transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2008-09 as per the relevant provision of the Companies Act 2013. Thereafter, The Company did not declare any dividends. Further, those shareholders, whose dividends were transferred in IEPF Account may still claim refund by filing refund application in form IEPF-5, after filing form printout of the same to be submitted alongwith indemnity bond, acknowledgment, self-attested form and other necessary documents as mentioned in detailed procedures for claiming refund at IEPF portal http://www.iepf.gov.in/IEPF/refund.html, for verification purpose to the Mr. Satyendu Pattnaik, Company Secretary, The Nodal Officer, Vijay Tower, 38E/252-A, Shahpur Jat, Panchsheel Park Commercial Complex, New Delhi-110049, contact no. 011-49435555. The details of unpaid dividend are provided on our website at www.sunilhealthcare.com

SECRETARIAL STANDARD

During the reporting period 2023-24, your Company has complied with the Secretarial Standard 1 and 2 issued by the Institute of Companies Secretaries of India, which were made applicable with effect from 01.07.2015 and amended from time to time.

CREDIT RATING: The details of credit rating assigned by CARE Ratings Limited, credit rating agency during the financial year 2023-24 are as under:

Note:

• During the financial year 2023-24, the company did not issue any securities, deposit, and commercial papers etc. which require credit rating by credit rating agency.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at The Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange (CSE). The Annual Listing fees to BSE and CSE for the financial year 2024-25 were paid on April 26, 2024 and May 09, 2024 (against the invoice sent by CSE to company on 08.05.2024) respectively. Annual Custodian fees to NSDL and CDSL for the financial year 2024-25 were paid on May 15, 2023.

DIRECTOR'S RESPONSIBILITY STATEMENT:

in terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that During Financial year 2023-24:

I. in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures.

II. The directors had 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 or loss of the Company for the 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.

V. 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.

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

STATUTORY DISCLOSURES:

During the reporting Financial Year 2023-24, your Directors state that there being no transactions were done with respect to the following items, hence, no disclosure or reporting is required:

1. Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

2. issue of Equity shares with differential rights as to dividend, voting or otherwise.

3. issue of shares (including sweat equity shares) to the Employees of your company under any scheme.

4. The Managing Director of your company did not receive any remuneration or commission from any of the subsidiaries.

5. No 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.

6. Buy Back of shares.

7. The Company has neither filed any application under the insolvency and Bankruptacy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any loans from banks or financial institutions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

in terms of Provision of Regulation 34 of SEBi (Listing Obligation & Disclosure Requirement) Regulation, 2015 and in compliance of the provision of Companies Act -2013 a Management Discussion and Analysis Report is appended to this report.

INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their appreciation of the cooperation and contribution made by the employees at all levels.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1) of the Act read with MCA Circular Nos. 09/2023 dated September 25, 2023, 10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated January 13, 2021, 20/2020 dated May 05, 2020 read together with circular no. 14/2020 dated April 08, 2020, circular no. 17/2020 dated April 13, 2020 and circular no. 22/2020 dated June 15, 2020 and Circular Nos. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI/HO/CFD/ CMD2/CIR/P/2022/62, dated May 13, 2022, SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and any other circulars be issued from time to time by the Securities Exchange Board of India, the Annual Report for financial year 2023-24 and other communications will be sent only to those members, whose email id are registered with the Company/ RTA/Depositories on cutoff date for sending notice of AGM through electronic mode only. The Member may note that no printed Annual Report for financial year 2023-24 would be issued except requested specifically.

The Members who had joined the Company as member after cut off date for sending notice to members till 7 days prior to date of Meeting) may write to cs@sunilhealthcare.com, rta@sunilhealthcare.com or lalitap@alankit.com.

The Members may note that the Notice of the 50^th AGM alongwith the Annual Report for financial year 2023-24 will also be available on the Company's website at www.sunilhealthcare.com, website of the Stock Exchange at www. bseindia.com on the website of the E-voting and Video conferencing Agency.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENTS:

Your Board place on record their appreciation for the overwhelming co-operation and assistance received from the Company's esteemed Shareholders, valued Customers, Suppliers, Business Associates, Bankers, Vendors, various Financial Institutions, the State and Central Government Bodies, Auditors and Legal Advisors for their valuable contribution and continued support and to all the persons who reposed faith and trust in Company.

Your Board also place on record their appreciation to its employees for their dedicated service and firm commitment to the goals of the Company, without their commitment and hard work, Company's consistent growth was not possible.