Equity Analysis

Dear Members,

The Board of Directors presents the Company's 29^th Annual Report and the Company's audited financial statements for the financial year ended March 31, 2024.

The Board's Report shall be prepared based on the standalone financial statements of the company.

During the year under review the Company has generated total revenue of Rs. 83.71 Lakhs as compared to Rs. 72.19 Lakhs of the previous financial year. The Company achieved net profit of Rs 2.70 Lakhs as compared to Rs 1.70 Lakhs in previous financial year. The directors are continuously looking for new avenues for future growth of the Company.

The Annual Return of the Company as on March 31, 2024 is available on the Company's website on: www.sungoldmediaent.com

In order to conserve the resources and for further growth, the Company does not propose to pay any dividend.

During the year under the review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

During the Financial Year under review, Company has not transferred any amount to any reserves.

The Share capital of the Company as on March 31, 2024 was Rs. 11,00,00,000/-. During the year under review, the Company neither issued any shares with differential voting rights nor granted stock options and sweat equity. As on March 31, 2024 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

The preferential issue of warrants proceeds has been utilized funds up to Rs. 292.25 Lakhs towards the capital requirement for increasing the profitability by increasing the bottom line, repayment of debts, business expansion, working capital requirements and for general corporate purpose which shall enhance the profitability of the Company. The amount mentioned in the fund utilized exclude the amount of Rs. 307.75 Lakhs given as unsecured Inter Corporate Deposit to Non- Related Party.

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in ANNEXURE – I to this report.

There have been no material changes and commitments, affecting the financial position of the company which has occurred during the end of the financial year and date of report.

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

All contracts/arrangements/transactions entered by the Company during the FY 2023-2024 with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 forms the part of this Board report in ANNEXURE II.

Your Directors draw attention of the members to the Financial Statement which sets out related party disclosures.

There was no Holding/Subsidiary/Joint Ventures/Associate Companies during the FY 2023-24.

Your Company does not have any subsidiary(s), associate(s) and/or joint venture(s) company. Accordingly, this information is not applicable on your Company

There was no employee drawing remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Keyur Gandhi, retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Re- appointment of Mrs. Amruta Narendra Giradkar and Ms. Aasthi Singh as Independent Director of the company for the Second term of 5 years w.e.f 28.02.2025. Ms. Shubhangi Chourasia, "Company Secretary and Compliance Officer" of the Company was resigned in the company w.e.f. 29.05.2023.

Ms. Bhavya Devang Maniyar, "Company Secretary and Compliance Officer" of the Company was appointed in the company w.e.f. 01.09.2023

There is no other change in the Directors of the Company during the Financial Year 2023-2024.

None of the other Directors of the Company are disqualified under Section 164 of Companies Act, 2013.

The following Meetings of the Board of Directors were held during the Financial Year 2023-2024:

During the Financial Year 2023-2024, No Extra Ordinary General Meetings of the Company was held.

During the Financial Year 2023-24, 28th Annual General Meeting of the Company was held on Friday, June 16, 2023 at 09.30 A.M. at the registered office of the company.

The compositions of the Board, attendance at the Board meetings held during the FY 2023 2024 under review and at the last Annual General Meeting, number of directorships in other companies,

Memberships/Chairmanships of the Committees and their shareholding as on March 31, 2024 in the Company are as follows: -

(P - Promoter; NED – Non – Executive Director; ID – Independent Director; MD- Managing Director; ED – Executive Director)

*Excludes Directorship in private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013.

**Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies (including this listed entity) have been considered for the Committee positions.

Note: There is no inter- se relationship between the directors.

During the year under review, the Independent Directors met once on January 18, 2024 inter alia, to:

1. Evaluate the performance of non-independent directors and the Board as a whole;

2. Evaluate the performance of chairperson of the Company taking into account the views of the Executive and Non- Executive Directors of the Company; and

3. Evaluate the quality, quantity and timelines of flow of information between the management and the Board.

All Independent Directors were present at the meeting.

During the period under review, there is no application made or no pending proceedings under Insolvency and Bankruptcy Code, 2016 (IBC).

The company has constituted different Board level committees in accordance with the requirements of Companies Act, 2013 and securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has three Committees: Audit Committee, Nomination and Remuneration Committee, and Stakeholder's Relationship Committee. All three committees are appropriately constituted.

Audit committee of the Board of Directors ["the Audit Committee is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

During the Financial Year 2023-2024, the Audit Committee met four times i.e. on May 15, 2023; August 29, 2023; November 06, 2023, and March 02, 2024. The maximum gap between two meetings was not more than 120 days. Accordingly, only 4 meetings were held during the Financial Year 2023-2024.

Note: The Company Secretary acts as Secretary to the Committee.

The terms of reference of Audit Committee are wide enough, covering the matters specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 177 of the Companies Act, 2013, which inter alia includes the following:

a. oversee the Company's financial reporting process and disclosure of its financial information;

b. recommend appointment, remuneration and terms of appointment of auditors of the Company;

c. approve payment to statutory auditors for any other services rendered by them;

d. review with the management, the annual financial statements before submission to the Board for approval, focusing particularly on:

1) matters to be included in Directors Responsibility Statements to be included in Board's report;

2) any changes in accounting policies and practices;

3) major accounting entries involving estimates based on the exercise of judgement by management;

4) significant adjustments resulting from the audit findings;

5) compliance with listing and other legal requirements relating to financial statement;

6) disclosure of related party transactions;

7) Qualification in draft audit report.

e. review with the management, the half yearly financial statement before submission to the board for their approval;

f. recommend appointment, remuneration and terms of appointment of internal auditors, tax auditors, secretarial auditor and any matters of resignation or dismissal;

g. discuss with the statutory auditors before the audit commences, the nature and scope of the audit as well as post audit discussion to ascertain areas of concern;

h. review the internal audit program, ensuring co-ordination between the internal and statutory auditors, ensuring that the internal audit function is adequately resourced and has appropriate standing within the Company, and to request internal auditor to undertake specific audit projects, having informed the management of their intentions;

i. consider the major findings of internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board;

j. consider any material breaches or exposure; breaches of regulatory requirements or of ethical codes of practice to which the Company subscribes, or of any related codes, policies and procedures, which could have a material effect on the financial position or contingent liabilities of the Company;

k. discuss significant findings with internal auditors and initiate follow-up action thereon;

l. look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

m. review performance of statutory and internal auditors and adequacy of internal control systems;

n. approve transaction with related parties and subsequent modification to terms of contract/transaction;

o. scrutinize inter-corporate loans and investments;

p. valuation of any of the undertakings or assets as and when necessary;

q. evaluate adequacy of internal financial control and risk management system;

r. review with management , the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue , and making recommendation to the Board for taking steps in relation thereto;

s. approve appointment of CFO (i.e. the Whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualification, experience and background of the candidate;

t. review functioning of the Whistle Blower Policy;

u. Carry out any other functions as may be falling within the terms of reference of the Audit Committee or as may be delegated to the Committee from time to time.

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

During the Financial Year 2023-2024, the Nomination and Remuneration Committee met twice i.e. On May 15, 2023 and on August 29, 2023.

i. Review & recommend to the Board on the structure and composition of the Board of Directors of the Company;

ii. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of directors a policy relating to, remuneration of directors, key managerial personnel and other employees of the Company;

iii. Formulation of the criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of Board of directors;

v. Formulate appropriate policies, institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed in Senior Management and recommend the same to the Board;

vi. Review and implement succession and development plans for Managing Director, Executive Directors and Senior Management.

vii. To supervise and monitor the process of issuance/ grant/vesting/ cancellation of ESOPs and such other instruments as may be decided to be granted to the employees of the Company/ Subsidiary Company, from time to time, as per the provisions of the applicable laws, more particularly in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The details of remuneration paid to the Directors for the year ended March 31, 2024 are as under:

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension etc of all the Directors- As stated above Details of fixed component and performance linked incentives along with performance criteria- Nil Service Contracts, notice period, severance fees- Not Applicable Stock options details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- Not Applicable

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the Individual Directors. A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2024.

During the Financial Year 2023-2024, the Stakeholders Relationship Committee met once i.e. on May 15, 2023.

Note: Stakeholders Relationship Committee ensures quick redressal of security holder and investor's complaints/grievances pertaining to transfers, no receipt of annual reports, dividend payments, issue of duplicate certificates, transmission of securities and other miscellaneous complaints; In addition, the Committee also monitors other issues including status of Dematerialization/ Re materialisation of shares issued by the Company. Oversee the performance and service standards of the Registrar and Share Transfer Agent, and recommends measures to improve level of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressed of all the shareholders complaints.

Ms. Shubhangi Chourasia was the Company Secretary and Compliance Officer of the Company upto May 29, 2023 and Ms. Bhavya Devang Maniyar, the Company Secretary and Compliance Officer of the Company w.e.f 01.09.2023 is complying with the requirements of Securities Laws and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review no complaint was received. There were no instruments for transfer pending as on March 31, 2024.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2024, the Board consists of 4 Members, 1 of whom is an Executive Director and 1 of whom is a Non-Executive Director and 2 of whom are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website via www.sungoldmediaent.com.We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company www.sungoldmediaent.com.

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy is available on the website of the Company viz www.sungoldmediaent.com.

No complaints were received during the financial year 2023-2024.

A statement containing the details of the Remuneration of Directors, Key Managerial personnel (KMPJ and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as [Annexure-III] to this Report.

The Company have no employee working throughout the Financial year drawing a remuneration more than as per terms of the provisions of Section 197(12) of the Companies Act' 2013 read with Rules 5(2) and 5[3] of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 Hence no corporate governance report is disclosed in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors.

The Company has identified various risks faced by the Company from different areas Appropriate Structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis as and when required. The Policy on Risk Management can be viewed on our website:www.sungoldmediaent.com.

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.

a) that in the preparation of the Annual financial statements the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2024 and of the profit or loss of the Company for that period;

c) That proper and sufficient care has been taken 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;

d) That the annual Financial Statements have been prepared on a going concern basis;

e) That system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

At the 27^th AGM, the Members approved appointment of M/s Bharat Gupta & Co., Chartered Accountants (FRN. 131010W and Membership No. 136055), as Statutory Auditor of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 32^nd AGM.

The Statutory Auditors' Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

Also, The Secretarial Auditors' Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

During the year under review, no offence involving fraud committed against the Company by any officers or employees of the Company was reported by the Auditors to the Board pursuant to Section 143(12) of the Companies Act, 2013 including rules made thereunder.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Vineeta Patel & Co., Practicing Company Secretary, (Membership No. 37699) & (Certificate of Practice No. 19111) to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as ANNEXURE-IV to this report.

There were no changes in the nature of business during the year under review

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A ) Conservation of energy and technology absorption.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014, relating to conservation of energy and technology absorption do not apply to this company as the Company has not carried out any manufacturing activities.

There was no foreign exchange outgoing for the year ended as on March 31, 2024.

The Company currently does not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries can be viewed on our website: www.sungoldmediaent.com

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)as well as the Report on Board of Directors(SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.

Pursuant to the provision of Section 148 of the Companies Act, 2013 as amended, the requirement of appointment of Cost Auditors is not applicable to the Company.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy can be viewed on our website: www.sungoldmediaent.com

During the year under review there was change in the registered office of the Company from 13, Radhakrushna Mandir Compound, Rajpipla, Narmada, Gujarat - 393145 to 102, 1st Floor, 36, Shri Rang Residency, Vadia, Rajpipla Narmada, Gujarat - 393145 w.e.f. 29.06.2023.

During the period under review, the Company has not taken any loan from any banks and Financial Institutions and there is no onetime settlement made by the Company.

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under rev iew: there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except u nder Employee Stock Option Scheme referred to in this Report.

there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

there was no public issue, rights issue, bonus issue or preferential issue, etc. there was no issue of shares with differential rights.

there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

no significant or material orders were passed by the Regulators or Hon'ble Courts or Tribunal which impact the going concern status and Company's operations in future. vii. There were no proceedings for Corporat e Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

The Directors wish to acknowledge and place on record their sincere appreciation and sincere gratitude to the Government of India and Government of Gujarat and their respective ministries and departments various Central and State Government authorities; for continued assistance and co-operation received from all the members, regulatory authorities, financial institutions, bankers, lenders, Suppliers, Vendors, Clients, Prospective lessees, tenants and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company