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