Sumit Woods Ltd Directors Report

Dear Members,

We are pleased to present the 29^th Annual Report of the Company, along with the audited financial statements (both Consolidated and Standalone) for the year ended 31^st March, 2025, highlighting the business performance and operations during the year.

1. FINANCIAL HIGHLIGHTS:

Particulars	Consolidated		Standalone
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Turnover	14,082.71	18,046.45	9392.27	6445.30
Other Income	320.33	200.73	519.05	212.41
Profit/(Loss) before Finance Cost, Depreciation & Amortisation and Taxation	2,645.32	3,076.96	2,674.55	1,632.46
Less: 1. Finance Cost	1,055.66	1732.44	927.45	1092.04
2. Depreciation & Amortisation	59.84	59.85	43.13	41.84
Profit/ (Loss) Before Taxation	1,529.82	1284.67	1703.97	498.58
Less: Provision for Taxation
Current Tax	433.24	268.27	371.10	-
Deferred Tax	(2.32)	(24.16)	7.75	(9.76)
Net Profit/(Loss) for the Year	1,098.90	1040.56	1325.12	508.34
Less: Income Tax Expense for earlier year	5.10	4.12	0.00	0.00
Profit/(Loss) after Taxation	1,093.80	1036.44	1325.12	508.34
Add: Share of profit/(loss) in associates and joint ventures	(34.51)	(7.09)	-	-
Add: Other Comprehensive Income	15.05	(8.59)	15.04	(8.59)
Total Comprehensive Income	1,108.84	1027.85	1340.16	499.75
Add: Balance of Profit (Loss) from earlier years	"	"	"	"
Amount available for Appropriations	1,108.84	1027.85	1340.16	499.75
Add: Transfer from Debenture Redemption Reserve	"	"	"	"
Less: Dividend	-	-	-	-
Tax on distributed Profits	-	-	-	-
Balance carried forward	1,108.84	1027.85	1340.16	499.75

Notes: Previous years" figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.

2. CHANGE IN THE NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial and retail properties. There was no change in nature of the business of the Company during the year under review.

3. STATE OF COMPANYS FINANCIAL AFFAIRS STANDALONE FINANCIALS

During the year under review, the total revenue stood at Rs. 9,911.32 lakhs as compared to Rs. 6,657.71 lakhs for the previous year representing an increase of 48.87%; Profit before tax stood at Rs. 1,703.97 lakhs for the year under review as compared to Profit before tax Rs. 498.58 lakhs for the previous year, representing an increase of 241.76%; and the total comprehensive income stood Rs. 1,340.16 lakhs for the year under review as compared to Rs. 499.75 lakhs the previous year, representing an increase of 168.17%.

CONSOLIDATED FINANCIALS

During the year under review, your Companys consolidated total revenue stood at Rs.14,403.04 lakhs as compared to Rs. 18,247.18 lakhs for the previous year, representing a decrease of 21.07%; Profit before tax stood at Rs. 1,529.82 lakhs for the year under review as compared to Profit before tax Rs. 1,284.68 lakhs for the previous year, representing an increase of 19.08%; and the total comprehensive income stood at Rs. 1,108.84 lakhs as compared to Rs. 1,027.85 lakhs for the previous year, representing an increase of 7.88%.

4. SHARE CAPITAL

The Share Capital of the Company stands at ^45,26,87,530, divided into 4,52,68,753 equity shares of ^10/- each.

During the period from 1st April 2024 to 30th September 2024, the Company completed the conversion of warrants and allotted 1,00,00,000 equity shares in two tranches to the promoter and non-promoter groups.

Subsequently, during the period from 1st October 2024 to 31st March 2025, the Company undertook a preferential allotment of 46,81,709 equity shares and 27,65,000 share warrants. The entire share capital of the Company is listed and actively traded on the National Stock Exchange of India Limited (NSE).

5. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

6. DIVIDEND

In order to conserve the resources of the Company and support future growth, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. This decision is in the long-term interest of the Company and its stakeholders.

NSE LISTED COMPANY

7. DEPOSITS

During the year under review, your Company neither accepted any deposits nor had any amounts outstanding at the beginning of the year that were classified as "Deposits" under Section 73 and Section 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement to furnish the details of deposits that are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which occurred between March 31, 2025, and the date of this Report, other than those already mentioned in this Report.

9. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity employer and continuously strives to foster a positive and inclusive work culture that promotes respect, dignity, and fairness for all employees across the organization. In line with its commitment to creating a safe and empowering workplace, the Company actively encourages open communication, employee well-being, and a culture of mutual support. To ensure a safe working environment for women employees, and in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has formulated a comprehensive policy for the prevention, prohibition, and redressal of sexual harassment at the workplace which is accessible on the Companys Website at https://www.sumitwoods.com/investors.php. This policy applies to all women associated with the Company—whether permanent, temporary, or contractual employees, including service providers at various Company locations.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to address complaints regarding sexual harassment at the workplace.

During the financial year 2024-25 under review:

• Complaints received: NIL

• Complaints resolved: NIL

• Complaints pending for over 90 days: NIL

No complaints pertaining to sexual harassment of women employees from any of the Companys locations were received during the year ended March 31, 2025.

10. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Companies Act, 2013 and rules framed thereunder. The Company has also implemented several best governance practices. We also endeavor

to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report and is annexed herewith as Annexure-VI. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Ms. Rekha Jayesh Bagda was appointed as Company Secretary and Compliance Officer.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Subodh Ramakant Nemlekar (DIN: 00043795) retires by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offers himself for re-appointment at the ensuing AGM. The Board on the recommendation of the Nomination & Remuneration Committee (NRC) has recommended his re-appointment.

Brief particulars and expertise of Mr. Subodh Ramakant Nemlekar (DIN: 00043795) together with his other directorships and committee memberships have been given in the Explanatory Statement to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standard - 2 issued by ICSI.

Further, Mr. Amit Anil Pandit was appointed as a Non-Executive Independent Director of the Company w.e.f. 28^th May, 2025 and subsequently his appointment was regularized by the members of the Company by way of Special Resolution by the Members through postal ballot on June 29, 2025.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(l)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise, and experience required to best serve the interest of the Company.

12. REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria 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), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination Remuneration Committee and the Board of Directors while selecting the candidates. The above policy along with the criteria for selection is available on the website of the Company at http://www.sumitwoods.com/investors.php

13. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Companys website at http://www.sumitwoods.com/investors.php

14. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter- alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which complies with applicable laws, regulations, and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths, and highlight areas for further development.

The performance evaluation is conducted in the following manner:

Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director, and Executive Director is conducted by the Independent Directors;

Performance evaluation of the Committee is conducted by the Board of Directors;

The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors met separately on February 10, 2025, without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 09 (Nine) Board Meetings, 05 (Five) Audit Committee Meetings, 01 (One) Nomination and Remuneration Committee Meeting and 1 (One) Stakeholders Relationship Committee meeting were convened and held. Details of meetings of the Board and its committees along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report.

16. DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 4 to the report

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees, and investments made under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are disclosed in the Notes to the Standalone Financial Statements of the Company. Further, the particulars of loans, guarantees, or investments provided during the year are furnished in Annexure 5 to this Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Related Party Transactions Manual along with Standard Operating Procedures to facilitate the identification and monitoring of related party transactions. All such transactions are placed before the Audit Committee and the Board of Directors for their approval. Prior omnibus approval of the Audit Committee and the Board is obtained for those transactions that are foreseeable and repetitive in nature. Transactions entered into pursuant to such approvals are subject to audit, and a statement detailing all related party transactions are submitted to the Audit Committee and the Board on a quarterly basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website and can be accessed at: http://www.sumitwoods.com/investors.php

During the year, the Company did not enter into any contract, arrangement, or transaction with related parties that could be considered material as per the Companys Policy on Materiality of Related Party Transactions. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. This Policy is available on the website of the Company and the same is accessible at http://www.sumitwoods.com/investors.php

20. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company confirms that it has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, which governs the employment conditions and rights of women employees during the period of maternity. The Company ensures that eligible women employees are granted maternity benefits, including paid leave, protection of employment, and other entitlements as prescribed under the Act. The necessary policies and procedures have been implemented and communicated within the organization to safeguard the welfare and rights of women employees in accordance with the said legislation.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place an Internal Financial Control System, commensurate with the size, scale, and complexity of its operations to ensure proper recording of financial and operational information & compliance with various internal controls, statutory compliances, and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures, and policies at all locations of the Company.

M/s. SSRV & Associates, Chartered Accountants, Statutory Auditors of the Company have monitored and evaluated the efficacy of the Internal Financial Control System in the Company, it is in compliance with the operating system, accounting procedures & policies at all the locations of the Company.

Based on the report of the Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations, if any, and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

22. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Clause is not applicable.

23. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

The Clause is not applicable.

24. A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The Maintenance of Cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not Applicable.

25. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has Five (5) Subsidiary Companies

Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2024-25 are:

1. Mitasu Developers Private Limited

2. Sumit Matunga Builders Private Limited

Non-Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2024-25 are:

1. Homesync Real Estate Advisory Private Limited,

2. Sumit Hills Private Limited, and

3. Sumit Eminence Private Limited

Further the Company has l(One) Associate Company named as "Sumit Realty Private Limited is converted into LLP "SUMIT REALTY LLP".

The Policy was revised effective from May 2025 in line with the amendments made to the SEBI Listing Regulations. The Policy has been uploaded on the Companys website at:

http://www.sumitwoods.com/investors.php

26. RISK MANAGEMENT POLICY

In compliance with the provisions of the Companies Act, 2013, the Company has formulated and implemented a Risk Management Policy to identify, assess, and mitigate various business risks. The Policy provides a framework for proactive risk management and is subject to periodic review by the management. The Company continuously monitors key risks through robust internal control systems, management oversight, and regular reporting mechanisms to ensure that potential threats are effectively addressed and business objectives are safeguarded.

27. AUDITORS

(i) Statutory Auditors

The members at the Annual General Meeting held on September 30, 2017 had appointed M/s. SSRV & Associates, Chartered Accountants (Firm Registration No. 135901W) as the Statutory Auditors for five consecutive years from the conclusion of 21^st Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company. On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 27, 2022 have re-appointed M/s. SSRV & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the second term of five consecutive years i.e. from the conclusion of 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of the Company to be held in year 2027. The Statutory Auditors have confirmed their independent status and eligibility for the said reappointment.

The Report given by M/s. SSRV & Associates, Chartered Accountants, on the financial statements of the Company for the financial year ended March 31, 2025 is part of the Integrated Annual Report. There are no

qualifications, reservations or adverse remarks or disclaimers made by M/s. SSRV & Associates, Statutory Auditors, in their report.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, A Secretarial Audit Report given by M/s. SCP & Co., Practicing Company Secretaries, is annexed with the report as Annexure - II and forms an integral part of this Report. The report is self-explanatory and do not call for any further comments.

Further, pursuant to the amendment in Regulation 24A of Listing Regulations, it is proposed to appoint M/s. AVS & Associates as the Secretarial Auditors of the Company for a period of Five Consecutive years subject to the approval of the Shareholders at the ensuing Annual General Meeting.

28. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees who received remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under the provisions of Rules 5(2) and 5(3) of the said Rules was accordingly not applicable and has been appropriately stated in the Directors Report.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, as required under Section 134(3)(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Accordingly, no amounts were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

31. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

32. CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -1 of this Boards report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company at http://www.sumitwoods.com/investors.php

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 are provided under Annexure III to this report.

35. ANNUAL RETURN

The Annual Return of the Company has been placed on the website of the Company and can be accessed at http://sumitwoods.com/investors.php. Pursuant to the provisions of Section 92(3) of the Companies Act, 2013.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and General Meetings which are mandatory applicable.

37. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a. that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

38. ACKNOWLEDGMENTS

The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all others associated with the Company.