CWD Ltd Directors Report

To

The Members, CWD Limited

101, 1st Floor, Plot No. 439, Hasham Premji Building, Kalbadevi Road, Mumbai, Maharashtra, 400002, India

Your Directors have immense pleasure in presenting the 9^th (Ninth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31,2025 and the previous financial year ended March 31, 2024 is given below: ( in lakhs)

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from	3381.93	2125.79	3381.93	2125.79
Operations
Less: Expenditure	2867.72	1857.94	2867.49	1857.94
Profit before	514.21	267.85	514.44	267.85
Depreciation
Less: Depreciation	169.48	108.02	169.48	108.02
Profit before Tax	344.73	159.83	344.96	159.83
Tax Expenses:
Current Tax	(275.74)	(50.60)	(275.74)	(50.60)
Deferred Tax	181.82	4.07	181.82	4.07
Earlier years
MAT credit
entitlement
Profit after Tax	250.81	113.30	251.04	113.30

2. STATE OF AFFAIRS/ REVIEW OF OPERATIONS Standalone

The Total Income of the Company stood at 3381.93 Lakhs for the year ended March 31, 2025 as against 2125.79 Lakhs in the previous year. The Company made a net profit (after tax) of 251.04 Lakhs for the year ended March 31, 2025 as compared to the 113.30 Lakhs in the previous year.

Consolidated

The Total Income of the Company stood at 3381.93 Lakhs for the year ended March 31, 2025 as against 2125.79 Lakhs in the previous year. The Company made a net profit (after tax) of 250.81

Lakhs for the year ended March 31, 2025 as compared to the 113.30 Lakhs in the previous year

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the Company has retained the current year profit in the accumulated Profit and Loss account.

4. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

5. DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year ended March 31, 2025.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION ANDPROTECTION FUND

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and

Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central

Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid and unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

7. SHARE CAPITAL

Authorized Share Capital

The authorized share capital of the Company as at March 31, 2025 was 10,00,00,000 (Rupees Ten

Crore only) consisting of 1,00,00,000 (One Crore) equity shares of 10 (Rupees Ten) each.

Paid Up Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was 3,79,73,000 (Rupees Three Crore Seventy-Nine Lakhs Seventy-Three Thousand Only) divided into 37,97,300 (Thirty-Seven Lakhs Ninety-Seven Thousand Three Hundred only) equity shares of 10 (Rupees Ten) each. During the year under review, the Company has not issued any equity shares with or without differential voting rights.

Changes in Share Capital

The Company altered the capital clause of its Memorandum of Association for increasing its Authorised Share Capital. Further the Authorized Share Capital of the Company was increased from existing Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs.10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore)

Equity Shares of Rs. 10/- (Rupees Ten Only) by creation of additional 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential Alteration in the Capital Clause of the Memorandum of Association dated March 05,2025.

The Company made allotment on February 19, 2025, 1,85,900 equity shares on conversion of warrants at Rs. 747/- each to "Non-Promoters Category", on preferential basis, upon receipt of balance amount aggregating to Rs. 10,41,50,475/- resulting an increase in paid-up equity capital of the Company from Rs. 3,61,14,000/- (36,11,400) Equity Shares to Rs. 3,79,73,000/- (37,97,300) Equity Shares.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company. 10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES Subsidiaries

As on March 31, 2025, your Company has 4 Subsidiaries (CWD HK Limited, CWD Manufacturing Private Limited, SDG Global Private Limited, CWD Digital Platforms Private Limited). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

During the year under review, there has been no change in the subsidiary companies of the Company.

Associate and Joint Venture Companies

As on March 31, 2025, the Company does not have any associate and joint venture companies.

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2025 are prepared in compliance with the applicable provisions of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and joint venture in the prescribed Form AOC-1 forms part of the Annual Report as

Annexure 1.

13. ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 as provided under Section 92 of the Act is available on the website of the Company at www.cwdin.com

14. NUMBER OF MEETING OF THE BOARD

The Board meetings are pre-scheduled well in advance to help Directors to plan their schedules and ensure meaningful participation. However, if the need arises in case of special and urgent business, the

Boards approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met Seven (7) times during the year under review. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

16. AUDITORS Statutory Auditor

M/s D G M S & CO., Chartered Accountants (Firm Registration Number: 109823W) were appointed as Statutory Auditor of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on September 29, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor. They have confirmed to the Company that they are not disqualified from continuing to act as the Statutory Auditor of the Company.

The Statutory Auditors Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review.

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Company has appointed Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forms an integral part of this Report as Annexure 2.

There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:

SECRETARIAL AUDITORS REMARKS	MANAGEMENT COMMENT
In accordance with Regulation 6 of the	The management regrets the non-compliance with
Securities and Exchange Board of India	Regulation 6 of the SEBI (Listing Obligations and
(Listing Obligations and Disclosure	Disclosure Requirements) Regulations, 2015,
Requirements) Regulations, 2015, the	regarding the appointment of a qualified Company
Company was required to appoint a	Secretary as Compliance Officer within the stipulated
Qualified Company Secretary as the	period. To rectify the situation, the management took
compliance officer within three months of	immediate action and appointed Mrs. Pratima Bajaj
the vacancy. However, the Company has not	as Company Secretary and Compliance Officer,
been able to appoint a Qualified Company	effective January 31, 2025, in accordance with SEBI
Secretary as the compliance officer within		LODR. The company will also			review its internal
the stipulated timeframe.		processes to	ensure	timely	compliance	with
		regulatory requirements, preventing similar instances
		in the future.

Cost Auditor

During the financial year 2024-25, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made there under, were not applicable to the Company.

17. DIRECTORS OR KEY MANAGERIAL PERSONNEL

Directorate

Re-Appointment

Mr. Tejas Kothari

In accordance with the provisions of Section 152 of the Act, Mr. Tejas Kothari, (DIN: 01308288) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Tejas Kothari has been given in the Notice convening the Annual General Meeting.

Mr. Siddharta Xavier

In accordance with the provisions of Section 152 of the Act, Mr. Mr. Siddharta Xavier (DIN: 03166884) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Siddharta Xavier has been given in the Notice convening the Annual General Meeting

Key Managerial Personnel (‘KMP)

A. ADITYA XAVIER SODAGUDI B. TEJAS RAMNIKLAL KOTHARI

C. PRATIMA SHRIKANT BAJAJ

Independent Directors

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the

Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the

Board has identified core skills, expertise and competencies of the Directors in the context of the

Companys businesses for effective functioning.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management; possess the requisite integrity, experience, expertise, proficiency, and qualifications.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

18. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programmed. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

19. BOARDS PERFORMANCE EVALUATION

In compliance with the Act and Listing Regulations, the Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. COMMITTEES OF THE BOARD

Audit Committee

The Audit processes, reviewing the Companys established systems and processes for internal financial controls, Committee of the Company is constituted as per Section 177 of the Act. The Audit Committee acts as a link between the Statutory Auditors, Internal Auditors and the Board of Directors. Its purpose, amongst others, is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting governance and reviewing the Companys statutory, internal audit activities and related party transactions.

Composition, Meetings and Attendance

Sr.	Name of Members	Category	Position in the	No. of Meetings
No.			Committee	attended during
				the year 2024-25
1	Mr. Parvin Kharwa	Independent Director	Chairman	03 out of 03
2		Jt. Managing Director &	Member	03 out of 03
	Mr. Tejas Kothar	CFO
3	Ms. Himani Bhootra	Director	Member	03 out of 03

Terms of Reference

Financial Reporting and Related Processes:

• Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Companys accounting principles with reference to the Indian Accounting Standard (IND-AS).

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Nomination and Remuneration Committee

In compliance with Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee.

Composition, Meetings and Attendance

Sr.	Name of Members	Category	Position in the	No. of Meetings
No.			Committee	attended during
				the year 2024-25
1			Chairman	03 out of 03
	Mr. Pravin Kharwa	Independent Director
2	Ms. Himani Bhootra	Director	Member	03 out of 03
3	Mrs. Amishi Kothari	Non-Executive Director	Member	03 out of 03

Terms of Reference

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based oncertain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, KeyManagerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certaincriteria as approved by the Board.

The Company has formulated a Remuneration Policy and the same can be accessed at https://www.cwdin.com/pdf/CorporatePolicies/Remuneration%20Policy.pdf

Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Act, the Board has constituted the Stakeholders Relationship Committee. The Stakeholders Relationship Committee (‘SRC) considers and resolves the grievances of shareholders, and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Composition, Meetings and Attendance

Sr.	Name of Members	Category	Position in the	No. of Meetings
No.			Committee	attended during
				the year 2024-25
1	Mrs. Amishi Kothari	Non-Executive Director	Chairman	01 out of 01
2	Mr. Aditya Xavier	Whole-Time Director	Member	01 out of 01
3	Ms. Himani Bhootra	Director	Member	01 out of 01

Terms of Reference

The terms of reference of the Committee are:

• Transfer/Transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates relating to other securities;

• Issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• To grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• Monitoring expeditious redressal of investors / stakeholders grievances; all other matters incidental or related to shares, debenture.

During the year, no complaints were received from shareholders. There are no balance complaints.

The Company had no share transfers pending as on March 31, 2025.

Mr. Tejas Kothari is the Compliance Officer.

21. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

Details of Deposits not in compliance with the requirements of the Act

Since the Company has not accepted any deposits during the financial year ended on March 31, 2025, there has been no non-compliance with the requirements of the Act.

22. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Company has in place a policy for remuneration of Directors and KMP as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at the website of the Company and can be accessed at www.cwdin.com

The Board of Directors of the Company also formulated and adopted the policy on the ‘Diversity of the Board. The details of the same are available at the website of the Company and can be accessed at www.cwdin.com 23. CORPORATE GOVERNANCE

8In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

24. RISK ASSESSMENT AND MANAGEMENT

Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. This framework is intended to assist in decision making process that will minimize potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To oversee and review the Vigil Mechanism/ Whistle-Blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Companys Code of Conduct. The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under the Whistle Blower Policy. The Whistle Blower Policy has been posted on the website of the Company at www.cwdin.com

26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, forms an integral part of this Report as Annexure 3.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to

Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is available on the website of the Company at www.cwdin.com

There was no employee in the Company who drew remuneration as per the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors has adopted a policy on related party transactions. As per the Policy on related party transactions, all transactions with related parties were reviewed and approved by the Audit Committee. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a half yearly basis for its review. The Policy on Related Party Transactions is available on the website of the company at www.cwdin.com

The objective of the policy is to ensure proper approval, disclosure and reporting of transactions that are or may be executed by and between the Company and any of its related parties. All the transactions/contracts/arrangements, falling within the purview of provisions of section 188 of the Act, entered by the Company with related parties during the year under review are in ordinary course of business and an arms length has been maintained in the transaction. The Company has not entered into any new material contract or arrangement with related parties during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.

32. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. LISTING STOCK EXCHANGES

The Companys Equity shares are listed on BSE SME Platform (Scrip Code: 543378) and the Listing Fees has been paid to them up to date.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has also set up Internal Complaints Committee(s) (‘ICCs) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE

COMPANY

There have been material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year:

The Company altered the capital clause of its Memorandum of Association for increasing its Authorised Share Capital. Further the Authorized Share Capital of the Company was increased from existing Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs.10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) by creation of additional 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential Alteration in the Capital Clause of the Memorandum of Association dated March 05,2025.

The Company made allotment on February 19, 2025, 1,85,900 equity shares on conversion of warrants at Rs. 747/- each to "Non-Promoters Category", on preferential basis, upon receipt of balance amount aggregating to Rs. 10,41,50,475/- resulting an increase in paid-up equity capital of the Company from Rs. 3,61,14,000/- (36,11,400) Equity Shares to Rs. 3,79,73,000/- (37,97,300 )Equity Shares .

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

38. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE

TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2024-25, the Company has not made any onetime settlement with any Bank or Financial Institutions.

40. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025

Male Employees: 38 Female Employees: 11 Transgender Employees:0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is not applicable to the Company.

40. OTHER DISCLOSURE

During the Financial Year under review: a) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder. b) The Company has not issued any Sweat Equity Shares to its Directors or employees. c) No Director of the Company is in receipt of any remuneration or commission from its subsidiaries. d) There was no revision of financial statements e) The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder. f) The Companys securities were not suspended.

41. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include: global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

42. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has 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. 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 applicable for the financial year ended March 31, 2025.

43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)

RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

44. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

• The median remuneration of employees of the Company during the financial year is Rs. 4,14,858

Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 45.23% Increase

Number of permanent employees on the rolls of the Company as on March 31, 2025: 49 (Forty-Nine)

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company: Yes

There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

45. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

Annexure 1 Form AOC- 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2O14)

Statement containing salient features of the financial statement of Subsidiaries or associate companies or Joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr.no	Name of the		CWD	SDG Global	CWD HK	CWD Digital
	subsidiary		Manufacturing	Private Limited	Limited	Platforms
			Private		(Formerly	Private Limited
			Limited		known as CWD
					Innovation HK
					Ltd)
1.	The date since when		10-01-2020	30-09-2021	07-05-2019	01-04-2024
	subsidiary	was
	acquired
2.	Reporting period for		Same as	Same as	Same as	Same as
	the subsidiary		Holding	Holding	Holding	Holding
	concerned,	if
			Company	Company	Company	Company
	different from	the
	holding Companys
	reporting period
3.	Reporting currency		Indian Rupees	Indian Rupees	Exchange rate 1	Indian Rupees
	and Exchange	rate			HKD=0.1285
	as on the last date of				USD
	the relevant
	Financial year in the
	case of foreign
	subsidiaries
4.	Share capital		100	100	1.275	100
5.	Reserves and		1770	-136	0	-7.5
	surplus
6.	Total assets		1938	14	115.81	100
7.	Total Liabilities
			67.5	49	17.93	7.5
8.	Investments					0
9.	Turnover
10.	Profit before		829	-30		-7.5
	taxation
11.	Provision for		0	0	0	0
	taxation
12.	Profit after taxation		829	-30		-7.5
13.	Proposed Dividend		0	0	0	0
14.	Extent of		99.80%	99.80%	100%	99.98%
	shareholding (in
	percentage)

Notes: The following information shall be furnished at the end of the statement 1. Names of subsidiaries which are yet to commence operations. NA 2. Names of subsidiaries which have been liquidated or sold during the year. NA

Annexure 2

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, CWD Limited

CIN: U31900MH2016PLC281796

101,1^st Floor, Plot No. 439, Hasham Premji Building, Kalbadevi Road, Kalbadevi, Mumbai, Maharashtra, India, 400002.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CWD Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act): - a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; Not applicable as there was no reportable event during the financial year under review

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as there was no reportable event during the financial year under review

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not applicable as there was no reportable event during the financial year under review

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; to the extent applicable to Small and Medium Enterprise; and j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

vi) The Company has informed that there are no laws which are specifically applicable to the Company. We have also examined compliance with the applicable clauses of the followings: i) Secretarial Standards issued by the Institute of Company Secretaries of India;

ii) The Listing Agreements entered into by the Company with BSE Limited read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied, with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above subject to the following observations:

1. Pursuant to Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company was required to appoint a qualified Company Secretary as the Compliance Officer within three months of the vacancy. However, the Company was unable to comply within the stipulated period. Consequently, BSE Limited levied penalties of 5,900/- and 108,560/- (inclusive of GST) aggregating to 1,14,460/- (inclusive of GST).

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes took place in the composition of the Board of Directors during the period under review.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except where consent of the directors was received for scheduling meeting at a shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting;

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the following events has occurred during the year which has a major bearing on the

Companys affairs in pursuance of the Laws, Rules, Regulations, Guidelines Standards etc. referred to above.

a) The Company had allotted 1,85,900 (One Lakh Eighty-Five Thousand and Nine Hundred) equity shares upon conversion of an equal number of fully convertible warrants at an issue price of 747 (Rupees Seven Hundred and Forty-Seven) per share, aggregating to 13,88,67,300 (Rupees Thirteen Crore

Eighty-Eight Lakhs Sixty-Seven Thousand and Three Hundred). The allotment was made on February 19, 2025, by way of circulation, pursuant to the resolution passed at the Extraordinary General Meeting held on December 20, 2023.

b) The Authorised Share Capital of the Company was increased from 5,00,00,000/- (Rupees Five Crores only), divided into 50,00,000 (Fifty Lakh) Equity Shares of 10/- (Rupees Ten only) each, to 10,00,00,000/- (Rupees Ten Crores only), divided into 1,00,00,000 (One Crore) Equity Shares of 10/-

(Rupees Ten only) each. The said alteration, along with the consequential amendment to the Memorandum of Association of the Company, was duly approved by the Members at the Extra- Ordinary General Meeting held on March 05, 2025.

c) The Members approved a Preferential Issue comprising 5,39,925 (Five Lakhs Thirty-Nine Thousand Nine Hundred and Twenty-Five) Equity Shares and 5,51,263 (Five Lakhs Fifty-One Thousand Two Hundred and Sixty-Three) Warrants, each fully convertible into an equivalent number of Equity Shares, at the Extraordinary General Meeting held on March 05, 2025. The Company subsequently received In-Principle Approval from BSE Limited vide letter no. LOD/PREF/KS/FIP/2035/2024-2025 dated March 25, 2025, under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the issuance of 5,23,400 (Five Lakhs Twenty-Three Thousand Four Hundred) Equity Shares and 5,34,738 (Five Lakhs Thirty-Four Thousand Seven Hundred and Thirty-Eight)

Warrants, convertible into an equivalent number of Equity Shares of face value 10/- each at an issue price of 907/- per share, to Promoters and Non-Promoters on a preferential basis.

Annexure I (To the Secretarial Audit Report)

To,

The Members, CWD Limited

Auditors responsibility

Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 ("CSAS") prescribed by the Institute of Company Secretaries of India

("ICSI"). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Our report of even date is to be read along with this letter.

1) Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and for which we relied on the report of statutory auditor.

4) Wherever required, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Annexure 3

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors.

(A)	Conservation of energy-
1	the steps taken or impact on conservation of energy;	The Company has regularly
		conducted seminars to educate
		its employees to conserve
		energy.
2	the steps taken by the company for utilizing alternate sources of	The Company is evaluting
	energy;	neccesary steps for utilizing
		alternate sources of energy
3	the capital investment on energy conservation equipments;	NIL
(B)	Technology Absorption-
1	the efforts made towards technology absorption;	Through continuous Research in
		the Technology, efforts are
		made to bring in innovative
		Technologies to increase
		productivities.
2	the benefits derived like product improvement, cost reduction,	NIL
	product development or import substitution;
3	in case of imported technology (imported during the last three	NIL
	years reckoned from the beginning of the financial year);
	(a) the details of technology imported;	Not Applicable
	(b) the year of import;
	(c) whether the technology been fully absorbed;
	(d) if not fully absorbed, areas where absorption has not taken
	place, and the reasons thereof; and
4	the expenditure incurred on Research and Development;	NIL

(C) Foreign Exchange earnings and Outgo -

		( In Lakhs)
Particulars	2024-25	2023-24
Total Foreign Exchange used	1224.23	851.74
Total Foreign Exchange earned	133.20	642.03