To

The Members Sunshine Capital Limited

The Directors have pleasure in submitting their 28^thAnnual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31^st March 2022.

1. FINANCIAL SUMMARY HIGHLIGHT

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

2. STATE OF COMPANY AFFAIRS

During the financial year 2021-22 the Company has recorded total Revenue of76160000/- as compared to the last year of Rs 27963000/-. The company has incurredNet Loss of Rs 72086000/- during the year as compared to Profit of Rs 8924929/- inthe last year. The Directors are optimistic about future performance of the Company.

3. GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona Virusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and he assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new"Work-from-Home" model. Proactive preparations were done in our work locationsduring this transition to ensure our offices are safe.

4. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return in form MGT-9 of the Company for the Financial Year2021-22 referred in sub-section (3) of Section 92 has been placed is mentioned below:https://wwwsunshinecapital.in/index.php?event=MGT-7 FY%202021-222

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company.

6. SUBSIDIARY/ ASSOCIATE/ JOINT- VENTURE COMPANIES

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

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March 2022 was Tl31100000/- and Paid up Share Capital as on 31^st March 2022 was^130209000/- and there was no change in share capital of the company during the year.

8. DIVIDEND

No Dividend was declared during the year by the company.

9. TRANSFER TO STATUTORY RESERVES

During the year under review the Company has not transferred any amount to theStatutory Reserves Fund from the Net profits of the Company in accordance with theprovision of Section 45-IC of the Reserve Bank of India as the company has incurred lossduring the year.

10. NON-ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not invited/ accepted any public deposits or any fixed deposits duringthe FY-2021-22. Hence there are no defaults in repayment of amount of principal andinterest as on the date of balance sheet.

11. RBI GUIDELINES

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

12. NBFC REGISTRATION

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

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

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS RETIRE BY ROTATION:

Mr. Surendra Kumar Jain Managing Director of the Company is liable to retire byrotation at the ensuring Annual General Meeting and being eligible offer himself forre-appointment. The Board of Directors recommends his re-appointment.

INDEPENDENT DIRECTORS:

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

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

During the Year one (1) Meeting held in the F.Y. 2021-22 on 29/06/2021 of theIndependent Directors. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Stakeholders’ RelationshipCommittee and Risk Management Committees.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2( 51) and Section 203 of the Act read with the Rules framed thereunder:

A. Mr. Surendra Kumar Jain Managing Director

B. Ms. Sangeeta Chief Financial Officer

C. Mr. Amit Kumar jain Company Secretary

*Ms. Sakshi Gaur Company Secretary of the Company has tendered her resignationfrom the aforesaid post w.e.f. April 2 2021.

COMPANY SECRETARY:

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

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

• The Directors have prepared the accounts for the year ended 31^stMarch. 2022 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

a) BOARD MEETINGS

The Board of Directors duly met Eight (8) times during the financial year 2021-22. Thedates on which meetings were held are 02/04/2021 29/06/2021 13/08/2021 01/09/202101/10/2021 12/11/2021 10/02/2022 and 25/03/2022.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/Companies Act 2013.

The Composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under: -

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two members including Chairpersonof the Committee is Independent Director. During the year (6) Audit Committee Meetingswere convened and held.

Meetings of the Committee:

The Committee met 6 times dated on 02/04/2021 29/06/2021 13/08/2021 01/09/202112/11/2021 and 10/02/2022 during the financial year.

The Composition of audit committee and their attendance at the meeting are as under: -

The Nomination & Remuneration Committee comprises three members. All areNon-Executive Directors of which two including Chairperson of the Committee areIndependent Directors. During the year (4) Nomination & Remuneration CommitteeMeetings was convened and held.

Meetings of the Committee:

The Committee met 4 times dated on 02/04/2021 30/08/2021 12/11/2021 and 09/02/2022 inF.Y. - 2021-22. The Composition of Nomination & Remuneration Committee and theirattendance at the Meeting are as under:-

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

(iii) RISK MANAGEMENT COMMITTEE:

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

Meetings of the Committee:

The Committee met 2 times dated on 02/04/2021 and 12/11/2021 during the financial yearended on March 31^st 2022. The Composition Risk Management committee and theirattendance at the meeting are as under:

The Stakeholders Relationship Committee comprises three members of which two membersare Independent Director. During the year (2) Stakeholders Relationship CommitteeMeetings was convened and held.

Meetings of the Committee:

The Committee met 2 times dated on 03/04/2021 and 12/11/2021 in the FY. 2021-22.

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

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

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

Meetings of the Committee:

The Committee met 2 times dated on 03/04/2021 and 29/07/2021 during the financial Yearended March 31^st

2022.

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

The Investment Committee comprises of three members of which two including Chairpersonof the Committee are Independent Director. During the year Two (2) Investment CommitteeMeetings were convened and held.

Meetings of the Committee:

The Committee met one (2) times dated on 03/04/2021 and 29/07/2021 during the FinancialYear ended March 31^st 2022. "

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

Compliance Officer:

(17) SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on28.09.2021 at 04:00 P.M. through Video Conferencing CYC'')/ Others AudioVisual Means ("OAVM")-

(18) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the Financial Year No Loan Guarantees and Investments made by the Companyunder Section 186 of the Companies Act 2013. Details of Loans Guarantees and Investmentsoutstanding as on 31^st March 2022 are given in the notes to the financialstatements.

(19) INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

(20) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

In pursuant to the provision of Section 111 (9) & (10) of theCompanies Act 2013 The Company has formulated a Whistle Blower Policy to establish avigil mechanism for Directors and employees of the Company to report concerns aboutunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy. The whistle Blower Policy is available on the website of thecompany i.e. www. sunshinecapital.in .

(21) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the FinancialYear 2021-22 is annexed herewith to the Financial Statements in Form No AOC -2.

(22) MANAGEMENT DISCUSSION ANALYSIS REPORT

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

(23) CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements)Regulation 2015 Report on Corporate Governance is applicable as the Company is withinthe prescribed limit that the Paid-up Share Capital of the Company is INR 13.02.09000/-(Rupees Thirteen Crore Two Lakh Nine Thousand Only) and Net worth is INR 1004620000/-(Rupees One hundred Crore Forty Sixty Lakhs Twenty Thousand Only) as at March 31^st2022.

A. STATUTORY AUDITORS;

At the Board Meeting of the company held on August 02 2022 Board has appointed M/sTiwari & Mishra Chartered Accountants (Firm Registration No. 018393N) as StatutoryAuditors of the Company under casual vacancy in place of MAK & Co. CharteredAccountants (Firm Registration No. 028454N) to hold the office till the conclusion ofEnsuing AGM.

Re-Appointment of M/s Tiwari & Mishra Chartered Accountants (Firm Registration No.018393N) as Statutory Auditors of the Company would be tabled at the meeting of MembersM/s Tiwari & Mishra. Chartered Accountants to be appointed as a Statutory Auditor ofthe Company; Subject to the approval of Shareholders at General Meeting.

However A Certificate from the Auditors has been received from the Statutory to theeffect that their appointment if made would be within the limits prescribed undersection 141(3)(g) of the Companies Act 2013 and that they are not disqualified to beappointed as statutory auditors in terms of the provisions of the proviso to section139(1) section 141(2) and section 141(3) of the companies Act 2013 and the provisionsof Companies (Audit and Auditors) Rules 2014.

(a) Statutory Auditor’s Report

The Auditors have given the Statutory Auditors' Report for the FY ended 31^stMarch 2022 and is annexed herewith marked as Annexure-III and forms part ofthe Annual Report.

(b) Statutory Auditor’s Observations

There is a pending Tax demand of 13.82516/- against the company. The above demand wasraised by Department during the course of assessment proceeding in A.Y. 2017-18. Theappeal against above assessment order is pending before CIT (A) till date. The Company ishopeful to get relieved from CIT (A) New Delhi. The Directors have considered thisobservation and said that it will be resolved shortly.

B. SECRETARIAL AUDITOR;

The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) asSecretarial Auditor to conduct the Secretarial Audit for the F.Y. 2021-22.

(i) Secretarial Auditor’s Report

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

(ii) Secretarial Auditor’s Observations

The observations made hy Auditors with reference to notes to account areSelf-explanatory and need no comments. The Board of Directors considered the matter andseeking to resolve the matter if any.

C. INTERNAL AUDITOR

The Company has appointed Mr. Sudhish Kumar Verma as an Internal Auditor of the Companyfor the Financial Year 2021-22.

(i) Internal Auditor’s Report

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

(ii) Internal Auditor’s Observations

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

(25) MAINTENANCE OF COST RECORDS

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

(26) ENHANCING SHAREHOLDER VALUE

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

(27) PARTICULARS OF EMPLOYEES

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

1. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year ended 31^st March 2022.

2. The percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2021-22: NIL

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

4. The number of permanent employees on the rolls of the company as on 31^stMarch. 2022 is 10 (Ten)

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

Pursuant to Rule 5(l)(Xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors. KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

(28) DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN INE974F01017 has been allotted for the Company. Therefore the investorsmay keep their shareholding in the electronic mode with their Depository Participants81.40% and balance 18.60% is in the physical form of the company’s paid-up ShareCapital is in dematerialized form as on 31^st March 2022.

(29) LISTING OF SHARES

The Company has got listed 13020900 Equity Shares of INR 10/- each on Bombay StockExchange (BSE).

(30) CREDIT RATING

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

(31) EXPOSURE TO REAL ESTATE

During the year Company has Outstanding Balance/Exposure in Real Sector to INR 32.39(In Crore).

(32) CAPITAL FUND TO RISK WEIGHTED ASSETS

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

(33) HEALTH SAFETY AND ENVIRONMENT PROTECTION

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

(34) HUMAN RESOURCES

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

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company’s Human Resources is commensuratewith the size nature and operations of the Company.

(35) DISCLOSURE OF FRAUDS IN THE BOARD S REPORT UNDER SECTION 143 OF THE COMPANIES ACT2013

During the year under review your directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2021-22.

(36) COMPLIANCE

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

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

(37) SECRETARIAL STANDARDS OF ICSI

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

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

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

The following is a summary of sexual harassment complaints received and disposed offduring the financial year 2021-22.

(39) DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc. other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is continuously reviewed by the Management of theCompany.

(40) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

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

(41) DETAILS OF CRYPTO / VERTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency duringFinancial Year 2021-22.

(42) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

(43) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

(44) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &OUTGO

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

A. Conservation of Energy

Steps taken/ impact on conservation of energy with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including wastegenerated: NIL

B. Technology absorption

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

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

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

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

C. Foreign Exchange Earnings/Outgo

45. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016.

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

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

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

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

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