Your directors present Annual report on the business and operations of the company to gather with Audited
Statement of Accounts of the company for the year ending 31^st March 2024.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are given below.

a) The web address, if any, where annual return referred to in sub-section (3) of section 92 has
been placed:

The Annual Return of the company as on 31^st March, 2024 is available on the Company's website on
www.suncitysyntheticsltd.in

b) Number of meetings of the Board:

During the year 2023-24, 6 meetings of Board of Directors were held during the year.

c) Director's Responsibility Statements:

The director's state that:

i) In the preparation of annual accounts for the financial year ended 31^st March 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 as at 31^st March and of the profit/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 the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;

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

ca) Details of frauds reported by auditors under sub-section (12) of section 143 other than those

which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of The Companies Act,

2013.

cb) CHANGE OF MANAGEMENT OF THE COMPANY:

The Management of the company recently changed by way of Regulation 3 & 4 of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The
Merchant Banker has filed their report about the Completion of the Open Offer process under
regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 on 13^th August, 2024.

Now the Management control of the company will be vested upon the Promoter Mrs. Sumita Mishra.
She will be exploring all the steps to restructure the Capital and necessary infusion of funds in due
course. The Open Offer was made by the Acquirer Mrs. Sumita Mishra to the public shareholders of
the Company, in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial
acquisition of equity shares/ voting rights, accompanied with a change in management control of the
Target Company was completed on 13-08-2024.

d) A Statement on Declaration given by Independent Directors under sub-section (6) of section
149.

The independent Directors have submitted declaration pursuant to Section 149(7) confirming that
he meets the criteria of independence pursuant to section 149(6). The statement has been noted by
Board of Directors.

e) If Company covered under sub-section (1) of section 178, company's policy on directors'
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of director and other matter provided under sub-section (3) of
section 178.

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of director and key managerial personal and their
remuneration. The policy is disclosed at “Annexure A” in pursuance of provision to section 178(3) of
the companies Act 2013.

The Company does not pay any remuneration to the Non-Executive/Independent Directors of the
company other than sitting fees for attending the meeting of the Board/Committee. Remuneration to
the Whole Time Director/Managing Director is governed by the relevant provisions of the
Companies Act, 2013.

f) Explanations or comments by the board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report / by the company secretary in practice
in his secretarial audit report.

The statutory auditors have not made any qualifications, reservations or adverse remarks or
disclaimer in the report and no explanation or comments by the board is required.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form
MR-3 is attached to as “Annexure B” to this Report. The Company has taken note of Qualification,
Reservation etc in the Said report and shall make arrangement for necessary compliance in future.

g) Particulars of loans, guarantees or investments under section 186 of Companies act, 2013

Company has not during the year under review (a) given any loan to any person or other body
corporate (b) Given any guarantee or provide security in connection with a loan to any other body
corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities

of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities premium
account, whichever is more and hence the particulars are not required to be included in this report.

h) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the prescribed form (Form AOC-2)

Company has not entered into transactions referred to in section 188(1) of The Companies Act, 2013
with any related party and as such no particulars in form AOC-2 are required to be attached to this
report.

i) The state of Company's affairs

There is no Material change in the state of affairs of the company particularly nature of business
being carried out.

The Revenue from operations of the company in the year 2022-23 was Rs. 4,63,39,962/- and in the
year 2023-24 the Revenue is Rs. 2,00,10,071/-. In the year 2022-23 the company had a Loss of Rs.
12,22,297/- whereas in the year 2023-24 Company has a Profit of Rs. 12,85,636/-.

The Company has not issued any share capital or Debentures during the year. There is no change in
the status of the company or the accounting year.

j) The amount, if any, which it proposes to carry to any reserves

The Directors do not proposes to carry any amount to reserves.

k) The amount, if any, which it recommends should be paid by way of dividend

The Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments, if any, Affecting the Financial Position of the Company
which have occurred between the Ends of the financial year of the company to which the
financial statements relate and the date of the report.

There are no material changes and/or commitments affecting financial position of the Company
occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in
such manner as may be prescribed.

Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014 with respect
to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption: Not Applicable

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 : Not Applicable

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 and

iv)The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Foreign Exchange earned (actual inflows during the year): NIL
Foreign Exchange outgo (actual outflows): NIL

n) A statement including development and implementation of a Risk Management Policy for the
company including identification therein of elements of risk, if any, which in the opinion of
the board may threaten the existence of the company;

The Directors do not foresee any risk that may threaten the existence of the company in normal
course. The Directors proposes to develop and implement specific Risk Management Policy on
identification of any risk.

o) The details about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year;

Since the net worth of the company is below Five Hundred crores, Turnover of the company is below
one thousand crores, Net Profit of the company is below five crores. The provision of Section 135 of
The Companies Act, 2013 is not applicable to the company and hence the company is not required
undertake any corporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having such paid-up share capital
as may be prescribed, a statement indicating the manner in which formal annual evaluation
has been made by the Board of its own performance and that of its committees and individual
directors:

Pursuant to provision of the Companies Act, 2013 the board has carried out the annual performance
evaluation of its own performance as well as the evaluation of the Audit Committee and Nomination
& Remuneration Committee.

The chairman of Board of directors and the chairman of Nomination & remuneration Committee met
all the directors individually to get an overview of the functioning of the board and its constituents
inter alia on the following board criteria i.e. attendance and level of participation, independence of
judgment exercised by independent directors, interpersonal relationship etc.

Based on the valuable inputs received, the directors are encouraged for effective role in company's
management.

q) Such other matters as may be prescribed.

(Pursuant to Rule 8(5) of The Companies (Accounts) Rules, 2014)

i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as under:-

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who were appointed or have
resigned during the year:

Details of changes in Key Managerial personnel during the year are as under:-

*The Board re-constituted its Board on 31^st August 2024.

(iiia) A statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year:

No Independent director was appointed in the company during the year.

iv) The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or associate company.

v) The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year: Not Applicable

(ii) Maximum during the year: Not Applicable

(iii) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with the requirements of Chapter V of
the Act: NIL

vii) The details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future: NIL

viii) The details in respect of adequacy of internal financial controls with reference to the
Financial Statements:

The company has in place adequate internal financial controls with reference to financial
statements. Periodic audits are undertaken on continuous basis covering all major operation.
During the year no Reportable Material weakness in the operation was observed.

ix) A 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.
Company is not required to maintain the cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

x) A statement that the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment
at workplace and has duly constituted an Internal Complaints Committee in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

No Employee of the company has been paid Remuneration in excess of limits laid down in rule 5(2) of the
companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement
showing details thereof is not applicable.

Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act,
2013. The Audit committee comprises of 3 directors namely Shri Deepak Sharma, Smt. Rachana Jain and Mr.
Suresh Kawar Jain. Shri Deepak Sharma is the Chairman of the Audit Committee. During the year there was
no instance where the board had not accepted the Recommendation of Audit Committee.

Vigil Mechanism/Whistle Blower Policy:

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism in the form of Whistle
Blower Policy through which, its Directors, Employees and Stakeholders can report their genuine concerns
about unethical behaviors, actual or suspected fraud or violation of the Company's code of conduct or ethics
policy.

It is the Company's Policy to ensure that no employee is victimised or harassed for bringing such incidents to
the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee
of the Board and no employee has been denied access to the Committee. The said policy provides for
adequate safeguards against victimization and also direct access to the higher levels of supervisors.

Shri Deepak Sharma, the Chairman of the Audit Committee can be contacted to report any
suspected/confirmed incident of fraud/misconduct on:

Email: suncitysyn@gmail.com
Contact no.: 099833-29877

Your Company hereby affirms that no director/employee has been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year.

The Board of Directors place on records the services of all stakeholders and associates who have co¬
operated in the working of the Company

By Order of the Board
For Suncity Synthetics Limited

Place: Surat

Date: 31/08/2024 Sd/-

Suresh Dhanraj Kawarjain
(DIN:00337493)
Managing Director