Sterling Green Woods Ltd Management Discussions

Industry Structure and development

January 2024 World Economic Outlook Update projects that global growth will fall to 2.9 percent in 2024 but rise to 3.1 percent in 2024. The 2023 forecast is 0.2 percentage point higher than predicted in the October 2022 World Economic Outlook but below the historical average of 3.8 percent. Rising interest rates and the war in Ukraine continue to weigh on economic activity. Chinas recent reopening has paved the way for a faster-than-expected recovery. Global inflation is expected to fall to 6.5 percent in 2024 and 4.2 percent in 2025, still above pre-pandemic levels.

• Recession postponed, not canceled

Despite the aggressive monetary policy tightening weve seen so far, economic activity in developed economies has shown to be more resilient than expected amid a strong rebound in the services sector.

• Inflation remains stickier than expected

While headline inflation is easing, core inflation remains stubbornly high, and it isnt just due to services inflation: Goods inflation is inflecting higher after a period of decline.

• Unexpectedly hawkish central banks

From the Bank of Canada to the Reserve Bank of Australia to Bank Negara Malaysia to the U.S. Federal Reserve, central banks around the world are proving to be more hawkish than expected.

• A shifting geopolitical backdrop

There are signs that were entering a new global regime, requiring a rethink of how risk assets respond to changes in the macro backdrop.

OUTLOOK

Global economic activity is experiencing a broad-based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Russias invasion of Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the outlook. Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001 except for the global financial crisis and the acute phase of the COVID-19 pandemic. Global inflation is forecast to rise from 4.7 percent in 2021 to 8.8 percent in 2022 but to decline to 6.5 percent in 2023 and to 4.1 percent by 2024. Monetary policy should stay the course to restore price stability, and fiscal policy should aim to alleviate the cost-of-living pressures while maintaining a sufficiently tight stance aligned with monetary policy. Structural reforms can further support the fight against inflation by improving productivity and easing supply constraints, while multilateral cooperation is necessary for fast-tracking the green energy transition and preventing fragmentation.

Source :World Economic Outlook Update, July 2022

INDIAN ECONOMY

Real GDP or Gross Domestic Product (GDP) at Constant (2011-12) Prices in the year 2024-25 is estimated to attain a level of Rs. 187.017 lakh crore, as against the First Revised Estimate of GDP for the year 2021-22 of Rs. 149.26 lakh crore. The growth in GDP during 2023-24 is estimated at 7.0 percent as compared to that of 9.1 percent in 2021-22.

Nominal GDP or GDP at Current Prices in the year 2023-24 is estimated to attain a level of Rs. 272.04 lakh crore, as against Rs. 234.71 lakh crore in 20222-23, showing a growth rate of 15.9 percent.

The sector-wise estimates have been compiled using indicators like (i) Index of Industrial Production (IIP), (ii) financial performance of Listed Companies in the Private Corporate sector available for Q1, Q2 and Q3 2022-23, (iii) Second Advance Estimates of Crop Production for 2022-23, (iv) Production targets for 2022-23 and production estimates of Major Livestock Products for Summer and Rainy seasons of 2022-23, (v) Fish Production, (vi) Production/ Consumption of Cement and Steel, (vii) Net Tonne Kilometres and

Passenger Kilometres for Railways, (viii) Passenger and Cargo traffic handled by Civil Aviation, (ix) Cargo traffic handled at Major Sea Ports, (x) Sales of Commercial Vehicles, (xi) Bank Deposits & Credits, (xii) Accounts of Central & State Governments, etc., available for first 9/10 months of the financial year 2023-234

India will become the worlds fourth largest economy in 2025

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

According to the IMF, Indias projected economic growth for FY 2025 is 8.2%. This growth will be driven by higher capital expenditure, infrastructure development through the new institutional framework, a boost to the manufacturing sector and buoyant exports. The growth estimates have seen downward revisions due to the conflict in Ukraine, which will cause inflation to be higher than previously expected. Consequently, growth will be influenced by global headwinds such as elevated commodity prices, global logistics, supply side bottlenecks and rising prices of industrial raw materials. For the first half of the next fiscal year, inflation is projected to be at 5 per cent. The RBI has embarked on a normalization of eased monetary policy undertaken since March 2020 to mitigate the distress due to the pandemic. RBI has increased the policy repo rate by 40bps and more such hikes are expected in the current financial year as the RBI will continue with policy normalization amid elevated inflation. Rates on long term bonds are at elevated levels driven by higher yields on US bonds and higher domestic inflation.

OPPOURTINITY AND THREATS:

• Lack of clear land titles; • Financing and capital requirement;

SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE

• Continuous Tech Advancements;

• Retaining and Attracting Employees

• Unfavorable Supply Vs. Demand Dynamics;

• Increased cost of compliance and manpower

• Shortage of Skilled Manpower;

• Delays in project approval and other procedural difficulties;

• Rising Operating Costs;

• Lack of adequate sources of finance;

• Lower sales volume;

• Implementation of Technology

• Environmentally Friendly Practices

• Personalizing Customers Experience Financial Performance:

Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
	(Rs in Lacs)	(Rs in Lacs)
Revenue from Operations	117.90	190.38
Total Income for the year	144.95	249.56
The years working shows a Gross Profit of	-102.42	-196.57
Out of which, Provisions have been made for:-
Depreciation	6.54	52.74
Exceptional item	Nil	Nil
Provision for Taxation:
(i) Current Income Tax	Nil	Nil
(ii) Deferred Tax	20.87	65.71
(iii) Mat Credit Entitlement	0.00	0.00
Provision for doubtful debts	0,00	0.00
Previous year expenses	0.00	0.00
Profit after Income Tax	(88.09)	(183.60)

Outlook on Risks and Concerns:

Your Company is exposed to a number of risks such as economic, regulatory, taxation and environmental risks and also the investment outlook towards Indian Real Estate Sector. Some of the risks that may arise in its normal course of its business and impact its ability for future developments include inter-alia credit risk, liquidity risk, regulatory risk, commodity inflation risk and market risk.

Internal Control System:

The Company has adequate internal control systems and procedures with regard to purchase, stores and raw materials and bookings and other service and for sale of goods. The Company has an adequate internal audit system commensurate with size and nature of its business. The Company has engaged a firm of Chartered Accountants for its internal audit function. Reports of Internal Auditors are reviewed in the meetings of the Audit Committee of the Board.

Industrial Relations & Human Resource Development:

The Company has always valued its human resources and considered them as the biggest assets of the Company. The Company believes in the infinite potential of each employees and focus on the overall development of each employee. Industrial relations continued to be harmonious and cordial throughout the year. The company employed 16 numbers of employees as on 31st March, 2024.

[(I) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR, INCLUDING:

(i)	Debtors Turnover —	0.09 %
(ii)	Inventory Turnover —	0.31 %
(iii)	Interest Coverage Ratio—	(0.64 )%
(iv)	Current Ratio —	0.44 %
(v)	Debt Equity Ratio —	3.03 %
(vi)	Operating Profit Margin (%)-	57.46 %
(vii)	Net Profit Margin (%)	(0.65 )%

(j) DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

The return on Capital Employed was increased to -0.31% as on 31^st March, 2024 as compared to -0.10% as on previous financial year ended on 31^st March, 2023. The reason decrease of the same because of scrawny market condition and the resort has been leased out to school project. However, your Directors are hopeful to have better results in the upcoming financial year.

Form No. MR-3 ANNEXURE-A

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Sterling Greenwoods Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sterling Greenwoods Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the 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, I hereby report that in our opinion, the Company, during the audit period covering the financial year ended on 31^st March, 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 and verified the provisions of the following acts and regulations and also their applicability as far as the Company is concerned during the period under audit:

(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) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings to the extent of their applicability to the Company;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; To the extent applicable during the year

(iv) Securities And Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable during the year

(v) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Debt Securities) Regulations, 2021; Not Applicable during the year

(vi) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients; To the extent applicable during the year

(vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

Not Applicable during the year

(viii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the year

I have also examined compliance with applicable clauses of the following

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Provisions of SEBI (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. mentioned above except the following:

(i) During the year, the Company has granted unsecured loan of Rs. 1.38 lakhs to subsidiary company M/s. Sterling Resorts Pvt. Ltd. in which one of the Director of the Company was also holding Directorship in subsidiary company. However, Company has not obtained approval from members and therefore to that extent Company has not complied with the provisions of Section 185 of the Companies Act, 2013.

(ii) Company has made delay of 1 day in submission of shareholding pattern with the stock exchange for the quarter ended on 31st March, 2025 to that extent Company has not complied with the provisions of Regulation 31 of Securities and Exchage Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

I further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors. The Changes took place in the composition of the Board of Directors during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, 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.

(iii) All decisions at Board Meetings & Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or the Committees of the Board, as the case may be.

I further report 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.

I further report that during the audit period there are no specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above except as provided in the report.

Annexure A

To,

The Members,

Sterling Greenwoods Limited

My 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. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and process 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 Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I 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. My examination was limited to the verification of procedure on test basis.

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

"Annexure – I"

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1.	Details of contracts or arrangements or transactions not at arms length basis:
	a	Name(s) of the related party and nature of relationship	:
	b	Nature of contracts/arrangements/transactions	:
	c	Duration of the contracts / arrangements/transactions	:
	d	Salient terms of the contracts or arrangements or
		transactions including the value, if any	:	N.A.
	e	Justification for entering into such contracts or
		arrangements or transactions	:
	f	Date(s) of approval by the Board	:
	g	Amount paid as advances, if any	:
	h	Date on which the special resolution was passed in
		general meeting as required underfirst proviso to section 188	:

2. Details of material contracts or arrangement or transactions at arms length basis:

(i)
a	Name(s) of the related party and		Banwarilal Charitable Trust
	nature of relationship		(Relative of Promoter)
b	Nature of contracts/arrangements/		Payment of rent
	Transactions
c	Duration of the contracts /		For the financial year 2024-25
	arrangements/Transactions
d	Salient terms of the contracts or		Payment of rent not exceeding Rs. 5,00,000/- P.A.
	arrangements or transactions including		for the financial year 2024-25
	the value, if any
e	Date(s) of approval by the Board, if any		30.05.2024
f	Amount paid as advances, if any		Nil
(ii)
a		Name(s) of the related party and	B Kumar Family Trust (Entity belongs to
		nature of relationship	Promoter and Promoter group)
b		Nature of contracts/arrangements/	Payment of rent
		Transactions
c		Duration of the contracts /	For the financial year 2024-25
		arrangements/Transactions
d		Salient terms of the contracts or	Payment of rent not exceeding Rs. 8,00,000/- P.A.
		arrangements or transactions including	for the financial year 2024-25
		the value, if any
e		Date(s) of approval by the Board, if any	30.05.2024
f		Amount paid as advances, if any	Nil

Annexure-D

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr.	Name of Director	Median Remuneration	Ratio	% decrease in
No.				remuneration in the
				financial year
1.	Mr. Bharatkumar Lekhi	22.00 Lakhs Yearly	Nil	Nil
2.	Mr. Narendra Saini	11.00 Lakhs Yearly	Nil	Nil

b. The percentage increase / decrease in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager if any, in the financial year:

Remuneration of Company Secretary was increased by Nil % and remuneration of Chief Financial Officer (CFO) was increased by Nil %

c. The percentage increase in the median remuneration of employees in the financial year: Nil %

d. There are 6 permanent employees on the rolls of the Company.

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

f. The Company affirms that the remuneration is as per the remuneration policy of the Company.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

f. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2024-25:

The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds Rs. 1.02 Cr.

Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding Rs.8.50 Lakhs per month.

The statement containing the names of top ten employees will be made available on request sent to the Company on sterlinggreenwoods1992@gmail.com.

STATEMENT ON IMPACT OF AUDIT QUALIFICATION (FOR AUDIT REPORT WITH MODIFIED OPINION ) SU8BMITTED ALONG-WITH ANNUAL AUDITED FINANCIAL RESULTS ( Standalone) Statement on Impact of Audit Qualification for the financial year ended March 31,2025 (Standalone) ( See regulation 33 of the SEBI (LODR) Regulation ,2015 ) (Rs. in Lakhs)

I.	SI.	Particulars	Audited Figures	Adjusted Figures
	NO.		(as reported before	(audited Figures
			adjusting	(as reported After adjusting
			qualifications)	for qualifications)
	1	Turnover/ Total Income	144.95	144.95
	2	Total Expenditure	253.91	253.91
	3	Net Profit/ (Loss)	(108.96)	(108.96)
	4	Earnings Per Share	(2.08)	(2.08)
	5	Total Assets	3240.94	3240.94
	6	Total Outside Liabilities	3240.94	3240.94
	7	Net Worth	1208.77	1208.77
	8	Any other financial items (S)
		(as felt Nil appropriate by
		the management)	N.A.	N.A.

II. Details of Audit Qualification ( each audit qualification separattely ):-

a) Details of Audit Qualifications

1) Company has used the accounting software for mainting is books of accounts which has a feature of recording audit trail (edit log) facility ,but not fully implemented by the company in terms of maker checker control mechanism.

2) During the year under audit the Company has not ascertained the impairment of some of the assets held at resosrt pursuant to the decision taken in Board Meeting dated 09/02/ 2024 , This being technical in nature , the impairment is not quantifiable

b) Type of Audit Qualification: Qualified Opinion

c) Frequency of Qualification: - Repetitive

d) For Audit Qualifications, where the impact of qualified by the auditor, managements Views:N.A.

e) For Audit Qualifications, where the impact is not qualified by the auditor:-

(i) Managements estimation on the impact of audit qualification: : NIL

(ii) If Management is unable to estimate the impact, reasons for the same:

1) The management is under process to purchase the suitable software and implementation of the same in due course of time

2) The Company is in process of identifying and quantifying impairment loss of the assets of the Company with the healpf of techinical persons and the same will be accounted upon quantifying the same .

(iii) Auditors Comments on (i) or (ii) above:-

The Auditor has taken notes of the Management response

STATEMENT ON IMPACT OF AUDIT QUALIFICATION (FOR AUDIT REPORT WITH MODIFIED OPINION ) SU8BMITTED ALONG-WITH ANNUAL AUDITED FINANCIAL RESULTS ( Consolidated ) Statement on Impact of Audit Qualification for the financial year ended March 31,2025 (Consolidated) ( See regulation 33 of the SEBI (LODR) Regulation ,2015 ) (Rs. in Lakhs)

I.	SI.	Particulars	Audited Figures	Adjusted Figures
	NO.		(as reported before	(audited Figures
			adjusting	(as reported After adjusting
			qualifications)	for qualifications)
	1	Turnover/ Total Income	144.95	144.95
	2	Total Expenditure	255.46	255.46
	3	Net Profit/ (Loss)	(110.51)	(110.51)
	4	Earnings Per Share	(2.11)	(2.11)
	5	Total Assets	3244.72	3244.72
	6	Total Outside Liabilities	3244.72	3244.72
	7	Net Worth	1199.86	1199.86
	8	Any other financial items (S)
		(as felt Nil appropriate by
		the management)	N.A.	N.A.

II. Details of Audit Qualification ( each audit qualification separattely ):-

a) Details of Audit Qualifications

1) Company has used the accounting software for mainting is books of accounts which has a feature of recording audit trail (edit log) facility ,but not fully implemented by the company in terms of maker checker control mechanism.

2) During the year under audit the Company has not ascertained the impairment of some of the assets held at resosrt pursuant to the decision taken in Board Meeting dated 09/02/ 2024 , This being technical in nature , the impairment is not quantifiable

b) Type of Audit Qualification: Qualified Opinion

c) Frequency of Qualification: - Repetitive

d) For Audit Qualifications, where the impact of qualified by the auditor, managements Views:N.A.

e) For Audit Qualifications, where the impact is not qualified by the auditor:-

(i) Managements estimation on the impact of audit qualification: : NIL

(ii) If Management is unable to estimate the impact, reasons for the same:

1) The management is under process to purchase the suitable software and implementation of the same in due course of time

2) The Company is in process of identifying and quantifying impairment loss of the assets of the Company with the healpf of techinical persons and the same will be accounted upon quantifying the same .

(iii) Auditors Comments on (i) or (ii) above:-

The Auditor has taken notes of the Management response