ఆడిటర్ నివేదిక Sun Retail Ltd.

Mar 31, 2025

1. I have audited the accompanying standalone financial result of SUN
RETAIL LIMITED (the company) for the year ended 31st March, 2025 which
comprise the Balance Sheet as at 31 March 2025, and the Statement of Profit
and Loss (including other comprehensive income), Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and notes to
the financial statements, including a summary of significant accounting
policies and other explanatory information ("the Financial Statements").

2. Qualified Opinion : In my opinion and to the best of my information and
according to the explanations given to me these standalone financial
statement, except for the matters pointed out in basis of qualified opinion
paragraph, give the information required by the Companies Act, 2013 (''Act'')
in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, its Profit and cash flows for the year
ended on that date.

3. As per MCA Notification dated February 16, 2015, the companies whose
shares are listed on SME Platform as referred to chapter XB of SEBI (ICDR)
Regulation, 2009 are exempted from compulsory adoption of IND-AS and as
the company falls under exempt category, it has not adopted IND-AS for
preparation of financial statement.

Basis of Qualified Opinion:

4. We have conducted my audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013 (the Act).
My responsibilities under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Standalone Financial Results
section of my report. I am independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to my audit of the
financial results under the provisions of the Companies Act, 2013 and the
Rules there under, and I have fulfilled my other ethical responsibilities in
accordance with these requirements and the Code of Ethics. I believe that
the audit evidence I have obtained are sufficient and appropriate to provide
a basis for my qualified opinion as stated in the report.

1) During the year under consideration company has settled its liability of Rs.
5.27 lacs by writing off Creditors / payable accounts of various parties and of
Rs 5.92 lacs for amount receivable from various parties. I have not been

provided with confirmation or consent of parties for this transaction. In
absence of any clear audit evidence regarding existence of right to receive
from debtor, liability to pay toward creditors and consent of parties for
recorded settlement, I am unable to comment upon existence, reliability and
accuracy of recorded transaction and future liabilities as far as payable
accounts written off .

2) I have not been provided with clear classification of creditors such as
creditor for expenses and creditor for goods with respect to registration as
MSME entity. I am unable to comment upon compliances under MSMED Act.
Thus in absence of clear audit evidence in this regard I am unable to
determine the delay in making payment to MSME entities, liability of interest
and compliance on such delayed payments in terms of provisions of MSMED
Act, if any.

Further there is Outstanding TDS Account for FY 2022-23 by amount of Rs.
24.33 Lacs which arise due to some adjustment entries passed in respective
financial year and no clear documentary evidences or supporting documents
available for our verification. Management has no clarification regarding this
liabilility.

3) There are number of parties to whom advances given without any
agreement and no Interest charged on such advances/loans. Total amount of
such loan accounts are Rs. 1462.00 lacs, in absence of proper loan agreement
and explanations, we can not comment upon the under estimation of Interest
Income and Assets of the company to the extent. Further, there are number
of parties from whom unsecured loans taken for which no agreement exist.
Such loans are of Rs. 517.80 Lacs [ Previous Years Rs. 206.90 Lacs ] and
Closing Loans liabilities are of Rs. 517.81 Lacs for which no interest provided
and in absence of any agreement, we could not comment upon the interest
free loan funds and its future liablities and its nature.

4) Company has obtained DDU-GKY project from Gujarat Livelihood Promotion
Company Limited for skilling Rural Youth in the state of Gujarat and project
from Government of Jammu and Kashmir for skill development and has
recorded grant income of Rs. 371.75 Lacs from these projects. This income
has been recorded as grant income under head other income. Other current
assets includes Grant receivable Rs.588.42 Lacs for Jammu Project and Rs
412.54 Lacs for Gujarat Project as on 31/03/2025. Company has incurred total
booked skilled development expenses of Rs.371.75 Lacs as expenses in profit
and loss account of which significant amount remains payable. I have not been
provided any records, bills, evidence relating to all expenses incurred and its
payments and statutory compliances for the skill development project during
the year under audit. All income, expenses, Assets & Liabilities relating to Skill
Development project are as provided by the management only. Further, I have
not been provided audit evidence highlighting detailed terms and conditions
regarding recoverability of grant Income, thus, I am unable to comment upon
the same.

5. Key Audit Matter

Key audit matters are those matters that, in my professional judgment, were
of most significance in my audit of the Financial Statements of the current
year. These matters were addressed in the context of my audit of the
Financial Statements as a whole, and in forming my opinion thereon, and I
do not provide a separate opinion on these matters. The key audit matters
are as under:

Closing Inventory:

The closing inventory includes slow and non-moving inventories. Further GST
certificate contains no address where such huge inventories can be kept.
Company has maintained its inventory in the custody of third party. In my
view it is considered as key audit matter because formal agreement for
maintanace of stock is not executed which may affect the interest of company
for any shortage, damage in stock and its responsibility which will affect the
financial statement adversely.

My audit procedure in this case includes examination of custody related
documents with the third party and physical verification of inventories.

Unusual Movement in Sales:

There are unusual sales transactions by amount as well its periodicity, there
are no sale transactions in total 5 months and in some month, abnormal
increase or decrease in volume, which indicates unusual trend in the sales.

Further, whole sales and purchase, sales return and purchase return
transactions are FOB basis, conduting delivery at seller''s place without
incurring any kind of goods movement related expenses. All transactions are
supported by bills only. As per Management explanation, goods are
purchased against sale order only and buyers have to manage goods delivery
from sellers locations and the company has not to bear any kind of
transportation and related expenses. In case of sales return, goods returned
by parties to the seller party directly. What ever goods lying out of sales
return are stored in third party ''s godown. The Company has not receive any
written agreement for storage of goods on behalf of Sun Retail Ltd.

My audit procedure in this case includes examination of statutory records to
ensure proper recording of revenue and verification of confirmation from
debtors to ensure genuineness of transactions.

6. Other Information

i) The Company''s Board of Directors are responsible for the other
information. The other information comprises the information included in the
Company''s annual report, but does not include the Financial Statements and
my auditors'' report thereon. My opinion on the Financial Statements does not
cover the other information and I do not express any form of assurance
conclusion thereon.

In connection with my audit of the Financial Statements, my responsibility is
to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Financial Statements or my
knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work I have performed, I conclude that there is a
material misstatement of this other information; I am required to report that
fact. I have nothing to report in this regard, except reported in the basis for
qualified opinion paragraph.

7. Management''s Responsibilities for the Standalone Financial
Results

The Company''s Board of Directors is responsible for the matters stated in
section 134(5) of the Companies Act, 2013 ("the Act") with respect to the
preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India,
including the accounting Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Board of Directors are
responsible for assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so. The Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

8. Auditor''s Responsibilities for the Audit of the Standalone Financial
Results

My objectives are to obtain reasonable assurance about whether the Financial
Statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor''s report that includes my opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken
on the basis of these Financial Statements.

As part of an audit in accordance with SAs, I exercise professional judgment
and maintain professional scepticism throughout the audit. I also:

a) Identify and assess the risks of material misstatement of the Financial
Statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for my opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

b) Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances. Under
section 143(3)(i) the Act, I am also responsible for expressing my opinion on
whether the Company has adequate internal financial controls with reference
to Financial Statements in place and the operating effectiveness of such
controls.

c) Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
management.

d) Conclude on the appropriateness of the management''s use of the going
concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company''s ability to continue as a going
concern. If I conclude that a material uncertainty exists, I am required to
draw attention in my auditor''s report to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify my opinion. My
conclusions are based on the audit evidence obtained up to the date of my
auditor''s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

e) Evaluate the overall presentation, structure and content of the Financial
Statements, including the disclosures, and whether the Financial Statements
represent the underlying transactions and events in a manner that achieves
fair presentation.

f) I communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that I identify
during my audit.

g) I also provide those charged with governance with a statement that I have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may
reasonably be thought to bear on my independence, and where applicable,
related safeguards.

h) From the matters communicated with those charged with governance, I
determine those matters that were of most significance in the audit of the
Financial Statements of the current year and are therefore the key audit
matters. I describe these matters in my auditor''s report unless law or
regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, I determine that a matter should not be communicated
in my report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

9. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"),
issued by the Central Government of India in terms of sub-section (11) of
section 143 of the Act, I give in the "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, I report that:

a) I have sought and obtained all the information and explanations which to
the best of my knowledge and belief were necessary for the purposes of my
audit.

b) In my opinion, proper books of account as required by law have been kept
by the Company so far as it appears from my examination except for those
books for the matters stated in the paragraph 10(h) below, on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The balance sheet, the statement of profit and loss including other
comprehensive income, the statement of changes in equity and the cash flow
statement dealt with by this Report are in agreement with the books of
account.

d) In my opinion, the aforesaid Financial Statements comply with the
Accounting Standards specified under Section 133 of the Act, read with the
Companies (Indian Accounting Standard) Rules, 2015, as amended.

e) On the basis of the written representations received from the directors as
on 31 March 2025 taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2025 from being appointed as a
director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with
reference to Financial Statements of the Company and the operating
effectiveness of such controls, refer to my separate Report on internal
financials control over financials reporting as per Annexure-2; and

g) In my opinion and according to the information and explanations given to
me, the remuneration paid by the Company to its directors during the current
year is in accordance with the provisions of Section 197 of the Act. Company
has paid sitting fees to its directors.

h) The modifications relating to the maintenance of accounts and other
matters connected therewith are as stated in the paragraph 9(b) above on
reporting under section 143(3)(b) of the Act and paragraph 10(h) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014.

10. With respect to the other matters to be included in the Auditor''s Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in my opinion and to the best of information and according to the
explanations given to me:

a) The Company does not have any pending litigations which would impact
its financial position.

b) The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.

d) The management has represented that no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s)
or entity(ies),including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries. Based on reasonable audit
procedures adopted by me, nothing has come to my notice that such
representation contains any material misstatement except advances or loan
given by company to various parties which are interest free and without any
agreement on records. [ Refer Point No of Key Audit Matters as reported
above]

e) The management has represented that no funds have been received by
the Company from any person(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based
on reasonable audit procedures adopted by me, nothing has come to my
notice that such representation contains any material misstatement except
advances or loan received by company[ including earlier yerars receipts ]
from various parties which are interest free and without any agreement on
records. [ Refer Point No of Key Audit Matters as reported above ]

f) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to my notice that has
caused me to believe that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

g) In my opinion and according to the information and explanations given to
me, no dividend has been declared and / or paid during the year by the
Company.

h) Based on my examination, which included test checks, the Company has
not used accounting software for maintaining its books of account for the
financial year ended March 31, 2025 which has a feature of recording audit

trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the software. Thus, I am unable to comment
upon incidence of tempering with audit trail.

As per my attached report of even date

For,

DDS & ASSOCIATES
Chartered Accountants
Firm No. 120362w

CA Dinesh D Shah
(Proprietor)

M No:106871

UDIN: 25106871BMNAST2076

Place: Ahmedabad
Date: 30.05.2025

---

Mar 31, 2024

1. I have audited the accompanying standalone financial result of SUN RETAIL LIMITED
(the company) for the year ended 31st March, 2024 which comprise the balance sheet
as at 31 March 2024, and the statement of profit and loss (including other
comprehensive income), statement of changes in equity and statement of cash flows
for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information ("the Financial
Statements”).

2. In my opinion and to the best of my information and according to the explanations
given to me these standalone financial statement, except for the matters pointed out
in basis of qualified opinion paragraph, give the information required by the
Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2024, its Profit and cash flows for the year
ended on that date.

3. As per MCA Notification dated February 16, 2015, the companies whose shares are
listed on SME Platform as referred to chapter XB of SEBI (ICDR) Regulation, 2009 are
exempted from compulsory adoption of IND-AS and as the company falls under
exempt category, it has not adopted IND-AS for preparation of financial statement.

Basis of Qualified Opinion:

4. I conducted my audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013 (the Act). My responsibilities under
those Standards are further described in the Auditor''s Responsibilities for the Audit of
the Standalone Financial Results section of my report. I am independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to my
audit of the financial results under the provisions of the Companies Act, 2013 and the
Rules there under, and I have fulfilled my other ethical responsibilities in accordance
with these requirements and the Code of Ethics. I believe that the audit evidence I
have obtained are sufficient and appropriate to provide a basis for my qualified opinion
as stated in the report.

1) During the year under consideration company has adjusted its outstanding liability
towards TJR Agrocom Pvt Limited by otherwise than cash. The total liability
adjusted by way of book entry is Rs. 4,30,00,000. As per the management
explanation the transaction relates to prior period and company has paid deposit
through bank entry. I have not been provided with any audit evidence in this regard
and hence unable to comment in detail on the same.

2) During the year under consideration company has settled its liability towards Raj
Traders of Rs. 5,00,000/- against its debtor Alpesh Trader for Rs. 4,85,242 in full
and final settlement and has received waiver of Rs. 14,757/-. I have not been
provided with confirmation of parties for this transaction. In absence of any clear
audit evidence regarding existence of right to receive from debtor, liability to pay
toward creditors and consent of parties for recorded settlement, I am unable to
comment upon existence, reliability and accuracy of recorded transaction.

3) I have not been provided with clear classification of creditors such as creditor for
expenses and creditor for goods. Thus, I am unable to comment upon. I have not
been provided with classification of creditors and as per management
representation all creditors are other than registered under MSMED Act. Thus in
absence of clear audit evidence in this regard I am unable to determine the delay
in making payment to MSME entities, liability of interest and compliance on such
delayed payments in terms of provisions 6f MSMED Act, if any.

4) During the year company has written off its liability towards Oasis Tradelink Ltd.
Worth Rs. 26569604/-. The management has taken this decision on the basis of
fact that liquidation process has been initiated against the creditor Oasis Tradelink
Ltd. As per management the liability was disputed and thus company is not liability
to pay. As per management they have not received any communication from
appointed liquidator. Liquidation process has been initiated against creditor Oasis
Tradelink Ltd. and matter is admitted and pending before NCLT Ahmedabad- case
number CP(IB) 433 of 2018. However, I have not been provided with anu audit
evidence regarding existence of dispute, communication records with liquidator
and thus I am unable to comment on this adjustment. In case liability arise in future
then this may impact financial position adversely.

5) Significant number of creditors are outstanding for more than 2 years. Moreover,
as the amount remains outstanding for more than six months; the input tax credit
availed in relation to these transactions needs to be reversed as required under
GST Laws. This may impact financial statement adversely. In absence of clear
bifurcation of Input Tax Credit in the books of account, I am unable to quantify
effect of the same.

6) During the year company has adjusted prior period wrong accounting entry
against its deposit - Performance Security (GSDM)-2. Company has adjusted total
Rs.32,67,289. This has resulted into decrease in assets by Rs. 32,67,289. I have not
been provided with any supportive audit evidence in relation to this transaction.

Hence, I am unable to comment upon existence, accuracy, and value involved in
the transaction.

7) The closing stock includes significant quantity of slow or non-moving goods. The
slow and non-moving goods are identified on the basis of its movement during
reporting period. Closing stock includes total 53 items of stock worth Rs.
9918167.67/- for which no single transaction is observed during the reporting
period. It constitutes almost 72% of the closing stock. Company may have to
reverse input tax credit availed and utilized, if any, for this non or slow-moving
goods. This indicates doubt on marketability of the goods. I have not been given
an opportunity to physically verify these items and thus I am unable to comment
upon its existence, accuracy and realizability of the slow and non-moving stock.
This may affect financial statement adversely.

8) The amount recorded as balance receivable from revenue is on the basis of
management representation and are not in conformity with records of income tax
and GST department. I have not been provided any audit evidence in this regard
and thus, I am unable to comment upon existence, realizability, accuracy of the
same.

9) Company has obtained DDU-GKY project from Gujarat Livelihood Promotion
Company Limited for skilling Rural Youth in the state of Gujarat and project from
Government of Jammu and Kashmir for skill development and has recorded grant
income of Rs. 48138797/- from these projects. This income has been recorded as
grant income under head other income. Debtor includes amount receivable from
Gujarat Skill Development Mission Rs. 1,73,28,087 and Grant receivable Rs.
3,94,46,103. Company has incurred total booked skilled development expenses of
Rs. 3,67,49,375 as expenses in profit and loss account of which significant amount
remains payable. I have not been provided audit evidence highlighting detailed
terms and conditions regarding recoverability of this grant. Thus, I am unable to
comment upon the same.

10) There were no sale transactions during first five months of year under audit. Total
revenue recoded against head sale of services comes from transaction executed
during last seven month of the year. The indicates unusual trend in the sales.

11) The total profit of the company for the period includes more than forty percent on
account of book adjustment entries regarding writing of debtors and creditor.

5. Key Audit Matter

Key audit matters are those matters that, in my professional judgment, were of most
significance in my audit of the Financial Statements of the current year. These matters
were addressed in the context of my audit of the Financial Statements as a whole, and
in forming my opinion thereon, and I do not provide a separate opinion on these
matters. The key audit matters are as under:

1. Closing Inventory:

The closing inventory includes slow and non-moving inventories. Further GST
certificate contains no address where such huge inventories can be kept.
Company has maintained its inventory in the custody of third party.

In my view it is considered as key audit matter because there is risk of non¬
existence or deficit in physical inventory. Further there is possibility of over or
under reporting of value of inventories. This will affect the financial statement
adversely.

My audit procedure in this case includes examination of custody related
documents with the third party and physical verification of inventories.

2. Unusual Movement in Sales:

Company has not booked any sales during first five months of the current
financial year. Moreover, there is significant increase in sales volume as
compared to previous year.

In my view it is considered as key audit matter because there is risk of over
statement or understatement of revenue. There is no comparative significant
recoveries in debtors.

My audit procedure in this case includes examination of statutory records to
ensure proper recording of revenue and verification of confirmation from
debtors to ensure genuineness of transactions.

6. Other Information

The Company''s Board of Directors are responsible for the other information. The other
information comprises the information included in the Company''s annual report, but
does not include the Financial Statements and my auditors'' report thereon.

My opinion on the Financial Statements does not cover the other information and I do
not express any form of assurance conclusion thereon.

In connection with my audit of the Financial Statements, my responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the Financial Statements or my knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on the work I have
performed, I conclude that there is a material misstatement of this other information;

I am required to report that fact. I have nothing to report in this regard, except
reported in the basis for qualified opinion paragraph.

7. Management''s Responsibilities for the Standalone Financial Results

1. The Company''s Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation
of these financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the

accounting Standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or
error.

2. In preparing the standalone financial results, the Board of Directors are
responsible for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but
to do so.

3. The Board of Directors are also responsible for overseeing the Company''s
financial reporting process.

8. Auditor''s Responsibilities for the Audit of the Standalone Financial Results

My objectives are to obtain reasonable assurance about whether the Financial
Statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes my opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, I exercise professional judgment and
maintain professional scepticism throughout the audit. I also:

a) Identify and assess the risks of material misstatement of the Financial
Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for my opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

b) Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under
section 143(3)(i) the Act, I am also responsible for expressing my opinion on
whether the Company has adequate internal financial controls with reference to
Financial Statements in place and the operating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
management.

d) Conclude on the appropriateness of the management''s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company''s ability to continue as a going concern. If I
conclude that a material uncertainty exists, I am required to draw attention in
my auditor''s report to the related disclosures in the Financial Statements or, if
such disclosures are inadequate, to modify my opinion. My conclusions are
based on the audit evidence obtained up to the date of my auditor''s report.
However, future events or conditions may cause the Company to cease to
continue as a going concern.

e) Evaluate the overall presentation, structure and content of the Financial
Statements, including the disclosures, and whether the Financial Statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

f) I communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that I identify during my
audit.

g) I also provide those charged with governance with a statement that I have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on my independence, and where applicable, related
safeguards.

h) From the matters communicated with those charged with governance, I
determine those matters that were of most significance in the audit of the
Financial Statements of the current year and are therefore the key audit matters.

I describe these matters in my auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, I
determine that a matter should not be communicated in my report because the
adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

9. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the Act,

I give in the "Annexure A” a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

As required by Section 143(3) of the Act, I report that:

a) I have sought and obtained all the information and explanations which to the
best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion, proper books of account as required by law have been kept by the
Company so far as it appears from my examination except for those books for
the matters stated in the paragraph 10(h) below, on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014.

c) The balance sheet, the statement of profit and loss including other
comprehensive income, the statement of changes in equity and the cash flow
statement dealt with by this Report are in agreement with the books of account.

d) In my opinion, the aforesaid Financial Statements comply with the Accounting
Standards specified under Section 133 of the Act, read with the Companies
(Indian Accounting Standard) Rules, 2015, as amended.

e) On the basis of the written representations received from the directors as on 31
March 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2024 from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to
Financial Statements of the Company and the operating effectiveness of such
controls, refer to my separate Report on internal financials control over
financials reporting as per Annexure-2; and

g) In my opinion and according to the information and explanations given to me,
the remuneration paid by the Company to its directors during the current year
is in accordance with the provisions of Section 197 of the Act. Company has paid
sitting fees to its directors.

h) The modifications relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph 9(b) above on reporting
under section 143(3)(b) of the Act and paragraph 10(h) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

10. With respect to the other matters to be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to
the best of information and according to the explanations given to me:

a) The Company does not have any pending litigations which would impact its
financial position.

b) The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

d) The management has represented that no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based
on reasonable audit procedures adopted by me, nothing has come to my notice
that such representation contains any material misstatement.

e) The management has represented that no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall, whether, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries. Based on reasonable audit procedures
adopted by me, nothing has come to my notice that such representation
contains any material misstatement.

f) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to my notice that has
caused me to believe that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

g) In my opinion and according to the information and explanations given to me,
no dividend has been declared and / or paid during the year by the Company.

h) Based on my examination, which included test checks, the Company has not
used accounting software for maintaining its books of account for the financial
year ended March 31, 2024 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Thus, I am unable to comment upon
incidence of tempering with audit trail.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31, 2024

Place: Ahmedabad As per my attached report of even date

Date: 30.05.2024 For, N.S. NANAVATI & CO.,

Chartered Accountants
Firm No. 134235W

(CA NITESH NANAVATI)
(Proprietor)
M No:- 143769
UDIN: 24143769BKFPCD4017
Place: Ahmedabad
Date: 30.05.2024

---

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of SUN RETAIL LIMITED (“the company”), which comprise the Balance Sheet as at 31st March, 2018 the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2018;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014), together with the early adoption by the Company of Accounting Standard (AS) 30 Financial Instruments, Recognition and Measurement, effective April 1, 2007, and the consequential limited revisions as has been announced by the Institute of Chartered Accountants of India to certain Accounting Standards, as stated in Note 2 (a) and 38.

e) On the basis of written representations received from the directors as on 31st March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor’s Report and to our best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There is no amount required to be transferred, to the investor’s education & Protection Fund by the Company.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/S. Sun Retail Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2018.

To,

The Members of Sun Retail Limited

(1) In Respect of Fixed Assets

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) Yes, The Title deeds of Immovable Properties are held in the name of the Company.

(2) In Respect of Inventories

As explained to us, the inventories (excluding inventories with third parties) were physically verified during the year by the Management at reasonable intervals.

(3) Compliance under section 189 of The Companies Act, 2013

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(4) Compliance under section 185 and 186 of The Companies Act, 2013

While doing transaction for loans, investments, guarantees, and security provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(5) Compliance under section 73 to 76 of The Companies Act, 2013 and Rules framed thereunder while accepting Deposits

According to information and explanations given to us, the Company has not accepted any deposits from public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

(6) Maintenance of cost records

The Company is not required to maintain cost Records pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

(7) Deposit of Statutory Dues

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of customs, Duty of excise, Value added tax, Cess and any other material statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable, sales tax, service tax wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2018 for a period of more than six months from the date they become payable except Income Tax of Rs. 7,70,000/- of AY 2017-18, & interest thereon.

(8) Repayment of Loans and Borrowings

The company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(9) Utilization of Money Raised by Public Offers and Term Loan For which they Raised

The Company has not applied term loans for the purposes other than for which those are raised

(10) Reporting of Fraud During the Year

Based on our audit procedures and the information and explanation made available to us no such fraud noticed or reported during the year.

(11) Managerial Remuneration

Company has provided Rs. 1,20,000 as a Managerial Remuneration to Key Managerial Personnel.

(12) Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio

As per information and records available with us The company is not Nidhi Company.

(13) Related party compliance with Section 177 and 188 of companies Act - 2013

Yes, All transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(14) Compliance under section 42 of Companies Act - 2013 regarding Private placement of Shares or Debentures

Yes, 43,00,000 New Equity Shares have been issued to TJR Agrocom Pvt. Ltd. according to the Provisions of Section 42 of the Companies Act, 2013. Company has complied with the provisions of Section 42.

(15) Compliance under section 192 of Companies Act 2013

The company has not entered into any non-cash transactions with directors or persons connected with him.

(16) Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934

The company is not required to be registered under section 45-IA of the Reserve Bank of India Act.

For, G M C A & Co.

Chartered Accountants

FRN: 109850W

CA. Mitts. Patel

Partner

Membership No. 163940

Place: Ahmedabad

Date: 01/06/2018