Directors Report of Sumit Woods Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their Eighth Annual Report of the
company along with audited accounts for the year ended on 31st March, 2025.
During the year the company earned a net profit of ?199.98 Lakhs. We hope
that we will be able to achieve better results in the next financial year.

1. FINANCIAL PERFORMACE AT A GLANCE

The company has made a Net Profit of ?199.98 Lakhs for the Financial Year
ended on 31st March, 2025.

Particulars	Consolidated	Standalone
Particulars	2024-25 (In Lakhs)	2024-25 (In Lakhs)	2023-24 (In Lakhs)
Revenue from operations	3341.30	3312.24	2948.29
Other income	0.45	0.05	0.10
Total Income	3341.75	3312.29	2948.39
Profitbefore exceptional, extraordinaryitems and Taxation	262.32	260.84	59.27
Extraordinary items	-	-	-
Profit Before Tax	262.32	260.84	59.27
Current tax	(61.44)	(61.04)	(37.37)
Deffered tax	(0.18)	(0.18)	(0.67)
Net Profit /Loss (After I. Tax)	200.53	199.98	22.57

2. OPERATIONAL PERFORMACE

During under the review, the total turnover of the Company for the year ended
on 31^st March, 2025 of ?3312.24 Lakhs compared to ? 2948.39 Lakhs achieved
during the previous year. The turnover has increased by 363.9 Lakhs reflecting

the growth of 12.34% as compared to previous year. The profit is increased by
?177.41 Lakhs in the current year.

3. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2024-25 the Company has transferred 199.98 Lakhs
to Reserves and Surplus.

4. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in trading business of Pharmaceutical Product on
wholesale basis. There were no changes in the nature of business of the
Company during the Financial Year 2024-25.

5. DIVIDEND

With a view of expanding the business, your directors do not recommend any
dividend for the Financial Year 2024-25.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as
there was no dividend declared and paid in last year.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes in the company during the period for the
Financial Year 2024-25.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATION

No material orders were passed by any court, tribunal, or other authority
during the period under review.

9. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving

efficiency and effectiveness in operations, optimum utilization of resources,
cost reduction and effective monitoring thereof as well as compliance with all
applicable laws.

The internal control mechanisms comprise a well-defined organization
structure, documented policy guidelines, pre-determined authority levels and
processes commensurate with size and capacity of the organization, faster
decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive
checks and report to management. The Board reviews the internal reports and
periodically reviews the adequacy of internal controls.

10. HOLDING COMPANY

The Company does not have any Holding Company.

11. DETAILS IN HOLDING SUBSIDIARIES, TOINT VENTURE AND
ASSOCIATE COMPANIES

The company has acquired 51.45% stake in the Hetvi Lifesciences Private
Limited on 29^th March, 2025.

On 31^st March 2025, the Company has 1 Subsidiary Company and there has
been no material change in the nature of the business of the subsidiaries. There
are no associates or joint venture Companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing
the salient features of Financial Statements of the Company''s Subsidiaries in
Form No. AOC -1 is attached as Annexure III which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, TOINT VENTURE AND ASSOCIATE COMPANIES

During under the review, the total turnover of the HETVI LIFESCIENCES
PRIVATE LIMITED (Subsidiary Company) for the year ended on 31^st March,
2025 of ?3341.30 Lakhs.

13. STATEMENT DECLARATION BY INDEPRNDENT DIRECTOR

The Company has complied with the definition of Independence according to
the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company has also obtained declarations from all the Independent Directors
pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the
Independent Directors have provided declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

14. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits
from the public within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposit) Rules, 2014 made
thereunder and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet and also on the date of this Report.

15. SHARE CAPITAL
AUTHORIZED SHARE CAPITAL

During the year under review, there has been no change in authorized share
capital of the Company.

As on the end of the financial year i.e. 31^st March,2025 the Authorized Share
Capital of the Company was ?14,00,00,000 divided into 1,40,00,000 Equity
Shares of ?10/- each.

PAID-UP SHARE CAPITAL

During the year under review, there were no change in Paid-up share capital
of the Company.

As on the end of the financial year i.e. 31st March, 2025, the Paid Up Share
Capital of the Company was ?4,29,12,000 divided into 42,91,200 Equity Shares
of ?10/ - each.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with
differential rights pursuant to Section 43 of the Companies Act, 2013 read with
Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014,
therefore, no disclosure is required to be given.

ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its
employees pursuant to Section 62(1)(b) read with Rule 129(9) of the
Companies (Share Capital and Debentures) Rules, 2014, therefore, no
disclosure is required to be given.

ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant
to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is
required to be given.

PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant
to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies
(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is
required to be given.

16. AUDITORS

STATUTORY AUDITORS

M/S. Madhusudan C Mashruwala & Co. (FRN: 105717W) Chartered
Accountants, as a Statutory Auditor of the Company to hold office for a one
term of Five Consecutive Years beginning from the Financial Year 2022-23 till
the conclusion of the Financial Year 2026-27, at such remuneration as may be
agreed upon between the Board of Directors and Statutory Auditors, in
addition to the reimbursement of GST and actual out of pocket expenses
incurred in relation with the audit of accounts of the Company.

AUDITORS'' REPORT

All observations made in the Auditors Report and notes forming part of the
Financial Statements are self-explanatory and do not call for any further
comments. The Statutory Auditors have not made any qualifications or
reservations in their Independent Auditors Report.

The financial statements of the Company have been prepared in accordance
with Accounting Standards (AS) notified under section 133 of the Act. The
Company has received an unmodified opinion in the Auditors Report for the
Financial Year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with
Circulars issued thereunder from time to time and Section 204 and other
applicable provisions of the Companies Act, 2013, if any read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("the Act"), CS JINANG DINESHKUMAR SHAH, Practicing
Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES
be and is hereby appointed as Secretarial Auditors of the Company for a
period of 5 consecutive years, from the Financial Year 2025-26 to the Financial
Year 2029-2030 (''the Term''), on such terms & conditions, including
remuneration as may be determined by the Board of Directors (hereinafter
referred to as the ''Board'' which expression shall include any Committee
thereof or person(s) authorized by the Board).

These were no qualifications, reservations or adverse remarks made by the
Statutory Auditors in their report.

The provisions relating to submission of Secretarial Audit Report is applicable
to the Company and forms part of this Annual Report in Annexure-I.

Auditor''s Comments:

The Company has paid fees for revocation for delayed filing to the Stock
Exchange and also filled required documents for revocation of delayed filing
from the Stock Exchange.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and compliance
officer of the company in the meeting held on 24th March 2025.

This caused delay in filling the vacancy of the Company Secretary &
Compliance Officer of the Company within the stipulated time of three
months as provided in the Regulation 6(1A) of the LODR Regulations.

Board''s Explanation:

Auditor''s observation is self-explanatory and does not require any further
explanation from the Board. With regards to filling the vacancy of the
Compliance Officer & Company Secretary of the Company beyond the
stipulated period of 3 months.

The Company has made continuous efforts for finding another suitable
candidate for the post of the Compliance Officer & Company Secretary of the
Company.

17. WEBSITE OF THE COMPANY

In compliance with the Regulation 46 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015 the Company has maintained a
functional website namely https:/ / sunrestlifescience.com/ containing
information about the Company.

18. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act,
2013, the extract of annual return in Form MGT-9 is available on the website
of the Company at https://sunrestlifescience.com/.

19. BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the
applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board & KMP during the year and _ from the

end of _ financial year 2024-25 up to the date of this report.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17^th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and
compliance officer of the company in the meeting held on 24 ^th March 2025.

This caused delay in filling the vacancy of the Company Secretary & Compliance
Officer of the Company within the stipulated time of three months as provided
in the Regulation 6(1A) of the LODR Regulations.

As on 31st March, 2025 The Board of Directors and Key Managerial
Personnel consists of following members: -

Sr. No.	Name	Designation	DIN/PAN	Dateof Appointmnt
1.	Amitbhai Shambhulal Thakkar	Whole-time director	07962794	30/10/2017
2.	Bhagyesh Kiritbhai Parekh	Non-Executive Director	07613171	31/01/2022
3.	Nikhilkumar Yashvntlal Thakkar	Managing Director	07962800	30/10/2017
4.	Bharatkumar Vardhilal Thakkar	Director	08346004	15/03/2021
5.	Juhi Sawajani	Non-Executive Independent Director	09811893	01/03/2023
6.	Avani Ashwinkumar Shah	Non-Executive Independent Director	09608898	01/03/2023

Neelam Gattani

Company

Secretary

ANDPG8763E

24/03/2025

Meha Bhagyesh Parekh

CFO

ARFPP0581P

01/03/2023

As on the date of this Report, The Company has 6 (Six) Directors and 2 (Two)
KMPs consisting of 2 (Two) Independent and Non- Executive Directors, 1
(One) Non- Executive and Non- Independent Director, 2 (Two) Executive
Director, 1 (One) Managing Director, 1 (One) Chief Financial Officer and 1
(One) Company Secretary.

20. DIRECTOR RETIRING BY ROTATION

Mr. Bharatkumar Vardhilal Thakkar (DIN: 08346004) Executive Director and
Mr. Bhagyesh Kiritbhai Parekh (DIN: 07613171) Non-Executive Director, are

retiring by rotation at the ensuing Annual General Meeting being eligible, they
offer themselves for re-appointment pursuant to the provisions of Section 152
of the Companies Act, 2013.

21. MEETINGS OF BOARD OF DIRECTORS

The Company has conducted 10 (Ten) Board Meeting during financial year
review and the intervening gap between two consequent Board Meetings were
not more than 120 days, as required under section 173(1) of the Companies
Act, 2013

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	13.05.2024
2.	Board Meeting	27.05.2024
3.	Board Meeting	17.06.2024
4.	Board Meeting	25.08.2024
5.	Board Meeting	04.09.2024

6.	Board Meeting	14.11.2024
7.	Board Meeting	24.12.2024
8.	Board Meeting	12.02.2025
9.	Board Meeting	24.03.2025
10.	Board Meeting	26.03.2025

22. MEMBERS MEETING

During the year under review, Annual General Meeting for the Financial Year
2023 - 24 was held on 28th September, 2024.

23. COMMITTEE MEETING

As on 31^st March 2025, the Board had three Committees namely, Audit
Committee, Nomination and Remuneration Committee and Stakeholder''s
Relationship Committee. The Composition of all the Committees is in line with
the requirement of the Act. During the year, all the recommendations made by
the Committees were approved by the Board.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in conformity with the
provisions of Section 177 and other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder. During the year under review, 4
Audit Committee Meetings were held which were attended by all the
members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Audit committee	27.05.2024
2.	Meeting of Audit committee	04.09.2024
3.	Meeting of Audit committee	14.11.2024
4.	Meeting of Audit committee	12.02.2025

The terms of reference of the Nomination and Remuneration Committee are
in conformity with the provisions of Section 178 of the Companies Act, 2013
and Rules made thereunder. During the year under review, 4 meetings of
Nomination and Remuneration Committee were held which were attended by
all the members of Nomination and Remuneration Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Nomination and Remuneration Committee	27.05 .2024
2.	Meeting of Nomination and Remuneration Committee	04.09.2024
3.	Meeting of Nomination and Remuneration Committee	24.12.2024
4.	Meeting of Nomination and Remuneration Committee	24.03.2025

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholder''s Relationship Committee are in
conformity with the provisions of the Companies Act, 2013 and Rules made
thereunder. During the year under review, one meeting of Stakeholder''s
Relationship Committee was held on 24^th December, 2024 which were
attended by all the members of Stakeholder''s Relationship Committee.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS BY
THE COMPANY

There were loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
therefore no disclosure is required to be made.

The company has acquired 21,23,000 shares of ?10 each at a Premium of ?16
amounting to ?551.98 Lakhs of Hetvi Lifesciences Private Limited.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year, the Company has entered into any contract or arrangements

with the Related Parties during the year under Section 188 read with section 2
(76) of the Companies Act, 2013. All the transactions entered by the company
as per the arm length basis.

The Company has entered into transactions with related parties referred to in
sub- section (1) of section 188 of the Companies Act, 2013 and the same is
detailed in the Form AOC-2 in Annexure-IV as forming part of this report.

26. REMUNERATION PAID TO DIRECTORS & PARTICULARS OF
EMPLOYEES

Executive Directors: The remuneration paid to the Executive Directors for the
Financial year ended on 31^st March 2025 is as follows:

Sr. No	Name of Director	Designation	Remuneration
1.	Mr. AmitBhai Shambhulal Thakkar	Whole-time Director	?11.22 Lakhs
2.	Mr. Nikhilkumar Yashvntlal Thakkar	Managing Director	?07.22 Lakhs
3.	Mr. Bharatkumar Vardhilal Thakkar	Director	?0.86 Lakhs
4.	Mrs. Meha Bhagyesh Parekh	Chief Financial Officer	?04.22 Lakhs
5.	Ms. Neelam Gattani	Company Secretary	?02.16 Lakhs

Non-Executive Directors: The Company has paid sitting fees for attending the
meetings of the Board and/or Committees thereof, to all Non-Executive
Directors, namely:

Sr.No

Name of Director

Designation

Remuneration

Ms. Juhi Sawajani

Independent
Director &
Chairman of the
Board

?0.48 Lakhs

Ms. Avani Ashwinkumar Shah

Non-Executive &

Independent

Director

?0.48 Lakhs

Mr. Bhagyesh Kirtibhai Parekh

Non-Executive

Director

NIL

Non-executive Directors did not have any other material pecuniary
relationship or transaction vis-a-vis the Company during the year except as
stated above.

27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES 2014.

Ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year ended on 31^st March, 2025:
NIL

The percentage increase in remuneration of each director, CFO, CEO,
Company Secretary or Manager, if any, in the financial year 2024-25: NIL

Percentage increase in median remuneration of employees in the financial year
2024-25: NIL

The number of permanent employees on the rolls of the Company as at 31st
March, 2025: 210

Affirmation that the remuneration is as per the remuneration policy of the
company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the
remuneration paid to the Directors, Key Managerial Personnel and senior
management is as per the Remuneration Policy of the Company.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE STATUTORY AUDITORS OR SECRETARIAL
AUDITORS IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the
Statutory Auditors in their report.

The provisions relating to submission of Secretarial Audit Report is applicable
to the Company and forms part of this Annual Report in Annexure-I.

Auditor''s Comments:

The Company has paid fees for revocation for delayed filing to the Stock
Exchange and also filled required documents for revocation of delayed filing
from the Stock Exchange.

Ms. Nishi Bhadreshkumar Shah tendered her resignation on 17^th December,
2024 from the post of Company Secretary of the company.

Ms. Neelam Gattani has been appointed as company secretary and
compliance officer of the company in the meeting held on 24^th March 2025.

Board''s Explanation:

The Company has made continuous efforts for finding another suitable
candidate for the post of the Compliance Officer & Company Secretary of the
Company.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria for CSR as prescribed under section
135 and schedule VII of the Act and the rules prescribed there under. Hence,
the disclosure of the details about the policy developed and implemented by
the Company on CSR initiatives taken during the financial year is not
applicable.

30. COMPOSITION OF COMMITTEE MEETINGS

The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with
Rule 6 and 7 of the Companies (Meetings of the Board and its Power Rules,
2013 are applicable to the Company.

The Audit Committee is having following member:

Sr. No.	NAME	DIN	POSITONIN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2.	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3.	Mr. Bharat Kumar Vardhilal Thakkar	08346004	Director	Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR. NO.	NAME	DIN	POSITONIN COMMITTEE	NATUREOF DIRECTORSHIP
1.	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2.	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3.	Mr. Bhagyesh Kirtibhai Parekh	07613171	Non-Executive Director	Member

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholder''s Relationship Committee is having following member.

SR. No.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1.	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman

Ms. Avani Shah

09608898

Non-Executive and
Independent Director

Member

Mr. Bhagyesh
Kirtibhai Parekh

07613171

Non-Executive

Director

Member

31. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub section (3) of Section 134 of the
Companies Act, 2013, the Board of Directors of the Company informed the
members that:

In the preparation of the annual accounts for the Financial Year ended on 31st
March, 2025, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

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
at the end of the financial year and of the profit and loss of the company for
that period,

The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

The directors had prepared the annual accounts on a going concern basis; and

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; and

Internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

32. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENT

The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the
Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial
information.

The Company has in place adequate internal financial controls with reference
to financial statements. The Company''s internal control systems, including
internal financial controls, are commensurate with the nature of its business
and the size and complexity of its operations and the same are adequate and
operating effectively. These systems are periodically tested and no reportable
material weakness in the design or operation was observed. The Audit
Committee reviews adequacy and effectiveness of the Company''s internal
control system including internal financial controls.

33. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints
redressal system. The salient features of this system are centralized database
of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies and online viewing by investors of actions taken on the
complaint and its current status. Your Company has been registered on SEBI
SCORES Portal and makes every effort to resolve all investor complaints
received through SCORES portal or otherwise within the statutory time limit
from the receipt of the complaint. The Company has received NIL complaint
through the SCORES portal during financial year 2024-25.

34. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic mode to those Members
whose email addresses are registered with the Company/Depositories.
Members may note that the Notice and Annual Report 2024-25 will also be
available on the company''s website https:/ / sunrestlifescience.com/.

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance
with the requirement of the Securities & Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as
consequences of disclosures to be made while dealing with shares of the
Company as well as consequences of violation. The Policy has been formulated
to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company''s shares.

The Insider Trading Policy of the Company covering the "Code of practices
and procedures for Fair disclosures of unpublished price sensitive
information" is available on the website https:/ / sunrestlifescience.com/.

36. STRUCTURED DIGITAL DATABASE (''SDD'')

Maintenance of Structured Digital Database ("SDD") has been mandatory
since 1st April, 2019 in view of the relevant provisions under the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (''PIT Regulations''). The
Company have Installed SDD Services. The Company regularly updates
entries in this software and submitted report quarterly to stock exchanges
under Regulation 3(5) & (6) of SEBI PIT Regulations.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

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 the Company.

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

38. BOARD EVALUTION

This year too, the Board of Directors went through an elaborate process of
evaluating its own effectiveness. Accordingly, formal evaluation of Board, it''s
Committee and Directors performance is carried out annually. This was
designed to ensure, amongst other things, that the Board, its Committees and
each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which
formal annual evaluation was made by the Board of their performance and
that of its Committees and individual Directors, has to be furnished to the
Members as part of the Board''s Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration
Committee shall specify the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be carried out. Further, the
Independent Directors, as part of their mandate under Schedule IV of the Act,
need to make an evaluation of performance of the Board, its Committee and
constituents of the Board apart from their self-evaluation. Under this process,
a structured questionnaire was prepared after taking into consideration inputs
received from the Directors, setting out parameters of evaluation; the
questionnaire for evaluation is to be filled in, consolidated and discussed with
the Chairman. The evaluation by the Independent Directors has been
undertaken at the time of appointment. The Board of Directors undertook
evaluation of Independent Directors at their meeting held on 02^nd December,
2024 and placed on its record that the Independent Directors have the requisite
qualification, expertise and track record for performing their duties as
envisaged under the Law, and they add value in the decision-making process
of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole
and the Board''s Committee, as specified by Nomination and Remuneration
Committee was done.

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

The particulars as required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 in respect of conservation of energy and technology absorption have not
been furnished considering the nature of activities undertaken by the
Company during the year under review.

ENERGY CONSERVATION

The steps taken or impact on conservation of energy- The operations of your
Company are not energy intensive. However, adequate measures have been

initiated to reduce energy consumption.

The steps taken by the company for utilizing alternate sources of energy - The
operations of your Company are not energy intensive.

The capital investment on energy conservation equipment''s- NIL

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The efforts made towards technology absorption -NONE.

The benefits derived like product improvement, cost reduction, product
development or import substitution - NOT APPLICABLE.

In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year

The details of technology imported- NONE

The year of import- NOT APPLICABLE

Whetherthetechnologybeenfullyabsorbed-NOT APPLICABLE

If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof - NOT APPLICABLE

The expenditure incurred on Research and Development -NIL

40. PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration
exceeding the limits as prescribed under provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The information
pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 relating to median employee''s remuneration is made available at the
corporate office of the Company during working hours for a period of twenty-
one (21) days before the date of the meeting.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has always believed in providing a safe and harassment-free
workplace for every individual working in the Company. The Company has
complied with the applicable provisions of the aforesaid Act, including
constitution of the Internal Complaints Committee. The Company has in place
an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this Policy. The Policy is gender neutral.

The following is a summary of complaints received and resolved during the
reporting period:

Received	Disposed-Off	Pending
0	0	0

42. RISK MANAGEMENT

Risk Management is the process of identification, assessment and promotion
of asks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to
maximize the realization of opportunities. The Company ensures risks are
identified by the Company and its mitigation process/measures are
formulated in the areas from time to time, as may be required.

43. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES

The Company has a ''Whistle Blower Policy''/ ''Vigil Mechanism'' in place. The
objective of the Vigil Mechanism is to provide the employees, Directors,
customers, contractors and other stakeholders of the Company an impartial
and fair avenue to raise concerns and seek their redressal, in line with the
Company''s commitment to the highest possible standards of ethical, moral
and legal business conduct and fair dealings with all its stakeholders and
constituents and its commitment to open communication channels. The

Company is also committed to provide requisite safeguards for the protection
of the persons who raise such concerns from reprisals or victimization, for
whistle blowing in good faith. The Board of Directors affirms and confirms
that no personnel have been denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the
Audit Committee in appropriate or exceptional cases.

44. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY
THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with all the applicable and effective secretarial
standards issued by the Institute of Company Secretaries of India (SS-1 & SS-
2) and notified by the Central Government.

45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No matters of actual or alleged fraud have been reported by the auditors
under sub- section (12) of Section 143 of the Companies Act, 2013.

46. STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Independent Directors met on 02nd December, 2024, inter-alia, to discuss
the quality, quantity and timeliness of flow of information between the
Company Management and the Board of Directors that is necessary for the
Board of Directors to effectively and reasonably perform their duties. All the
Independent Directors were present at the Meeting.

47. HUMAN RESOURCES

The Company has established an organization structure that is agile and
focused on delivering business results. With regular communication and
sustained efforts, it is ensuring that employees are aligned on common
objectives and have the right information on business evolution.

48. 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 provisions of Section 148(1) of the Companies Act 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost
records is not mandated for the products manufactured by the Company.

49. 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 year under review, the Company has not filed any application nor
as having any pending proceedings under the Insolvency and Bankruptcy
Code, 2016.

50. CORPORATE GOVERNANCE

Pursuant of the provision of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as the equity share capital was less than ?10
crore and net worth was less than ?25 crores hence provision of the LODR
Regulations of Corporate governance are not applicable to our listed entity.

Since the equity share capital of your Company is listed exclusively on the NSE
Emerge Platform, the Company is exempted from compliance with Corporate
Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.

51. 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

This Clause is not applicable to the company.

52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Management Discussion
and Analysis Report, which gives a detailed account of state of affairs of the
Company''s operations forms part of this Annual Report in Annexure-VI.

53. OTHER DISCLOSURE/ REPORTING

The Directors state that disclosure or reporting is required in respect of the
following items as there is an events/instances/transactions occurred on these
items during the year under review:

Material changes and commitments, as Company has successfully completed
its listing on NSE Emerge platform which shows the trust and faith of every
stakeholder and investor in the company.

Details relating to deposits covered under Chapter V of the Act;

Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/purchase of which loan was given by the
Company (as there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section 67(3)(c) of the Act);

Significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company''s operations
in future; and

Details in respect of frauds reported by the Auditors under section 143(12)
other than those which are reportable to the Central Government, as there
were no such frauds reported by the Auditors.

54. CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to
Management Discussion and Analysis describing the Company''s objectives,
projections, estimates and expectations may constitute forward looking
statements within the meaning of applicable laws and regulations. Actual
results might differ materially from those either expressed or implied in the
statement depending on the circumstances.

55. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for
their support during the year, without the respective contributions of which,
the Company would not have been able to reach the current position. We are
humble in acknowledging the participation and involvement of each one of
them, and due to the existence of several such parties, your directors do not
intend making any special mention of any one or few of them, but however,
expect the continued co-operation and involvement with company''s activities
in the future as well. We place on record our appreciation of the contribution
made by our employees at all levels. Our consistent growth was made possible
by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various
Government Agencies for their support and valuable guidance provided to
the Company and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

SUNREST LIFESCIENCE LIMITED

NIKHIL KUMAR Y THAKKAR BHAGYESH K PAREKH

MANAGING DIRECTOR NON-EXECUTIVE DIRECTOR

(DIN: 07962800) (DIN: 07613171)

Place: Ahmedabad

Date: 03/09/2025

Mar 31, 2024

Your Directors delightfully present the 28^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts (Consolidated and Standalone) for the year ended 31^stMarch, 2024

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

Particulars	Consolidated		Standalone
	2024	2023	2024	2023
Total Turnover	18,046.45	10,144.40	6445.30	3,430.34
Other Income	200.73	145.67	212.41	94.17
Profit/(Loss) before Finance Cost, Depreciation & Amortisation and Taxation	3076.96	2519.42	1632.46	1115.62
Less: 1. Finance Cost	1732.44	1538.92	1092.04	804.09
2. Depreciation & Amortisation	59.85	70.70	41.84	49.93
Profit/ (Loss) Before Taxation	1284.67	909.8	498.58	261.60
Less: Provision for Taxation
Current Tax	268.27	220.72
Deferred Tax	(24.16)	10.26	(9.76)	13.22
Net Profit/(Loss) for the Year	1040.56	678.82	508.34	248.38
Less: Income Tax Expense for earlier year	4.12	(13.68)	0.00	-13.67
Profit/(Loss) after Taxation	1036.44	692.51	508.34	262.05
Add : Share of profit/(loss) in associates and joint ventures	(7.09)	5.6
Add: Other Comprehensive Income	(8.59)	(24.24)	(8.59)	(24.24)
Total Comprehensive Income	1027.85	673.86	499.75	237.81
Add : Balance of Profit (Loss) from earlier years
Amount available for Appropriations	1027.85	673.86	499.75	237.81
Add: Transfer from Debenture Redemption Reserve
Less: Dividend
Tax on distributed Profits
Balance carried forward	1027.85	673.86	499.75	237.81

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

NATURE OF BUSINESS

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

During the year under review, your Companyâs consolidated total revenue stood at Rs.18,247.18 lakhs as compared to Rs. 10,290.06 lakhs for the previous year, representing an increase of 77.32%; Profit before tax stood at Rs.1,284.67 lakhs for the year under review as compared to Profit before tax Rs. 915.40 lakhs for the previous year and the total comprehensive income stood at Rs. 1,027.85 lakhs as compared to Rs. 673.86 lakhs for the previous year.

STANDALONE FINANCIALS

During the year under review, the total revenue stood at Rs. 6,657.71 lakhs as compared to Rs. 3,524.51 lakhs for the previous year representing an increase of 88.89%; Profit before tax stood at Rs. 498.58 lakhs for the year under review as compared to Profit before tax Rs. 261.60 lakhs for the previous year and the total comprehensive income stood Rs 499.75 lakhs for the year under review as compared to Rs. 237.81 lakhs the previous year.

SHARE CAPITAL

The Share Capital of the Company stands at Rs. 30,58,70,440 divided by 3,05,87,044 equity shares at Rs.10/- each.

During the year under review the Company has not issued any securities. The entire share capital of the Company is listed and traded on National Stock Exchange of India Limited.

NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2023-24. DIVIDEND

Your directors have a view of conserving the resources of the company, and for that reason the directors are not recommending any dividend.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

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, 2024, and the date of this Report, other than those disclosed in this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

No complaints pertaining to sexual harassment of women employees from any of the Companyâs locations were received during the year ended 31^st March 2024.

CORPORATE GOVERNANCE

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2023-24. A declaration to this effect signed by the Chief Financial Officer of the Company is contained in this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Bhushan Subodh Nemlekar (DIN: 00043824) 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 reappointment.

Brief particulars and expertise of Mr. Bhushan Subodh Nemlekar, (DIN: 00043824) together with his other directorships and committee memberships has been given in the annexure - I to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

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(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year Ms. Pooja Shah, Company Secretary and Compliance Officer of the Company has tendered her resignation with effect from March 22, 2024, your Directors place on record their appreciation of the valuable contribution made in growth of the Company during her tenure in the Company. Further Ms. Rekha Bagda has been appointed as the Company secretary and Compliance Officer of the Company with effect from April 18, 2024.

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 at the website of the Company at http://www.sumitwoods.com/investors.php

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has over the years developed a robust familiarization process for the newly appointed directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related Regulations. This process inter-alia includes providing an overview of the Real Estate Industry, the Companyâs business model, the risks and opportunities etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Companyâs website at http://www.sumitwoods.com/investors.php

BOARD EVALUATION

The Board has carried out its annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Compliance Committees as mandated under the Act and SEBI Listing Regulations. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

The performance evaluation of the Chairperson, Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting held on February 12, 2024. The Independent Directors expressed their satisfaction with the evaluation process.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting held on February 12, 2024, the performance evaluation of the Chairman, Non-Independent Directors and the Board was carried out by the Independent Directors.

The Independent Directors expressed their satisfaction with the evaluation process. The performance evaluation of all the Directors, Committees and the Board was carried out by the Nomination & Remuneration Committee, Independent Directors and Board at their respective meetings

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 6 (Six) Board Meetings, 5 (Five) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Stakeholders Relationship Committee 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.

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 employeeâs 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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year are provided in Annexure 5 to the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has developed a Related Party Transactions Manual and Standard Operating Procedures for the purpose of identification and monitoring Related Party transactions. All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Whole-Time Director. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companyâs website and can be seen at the link http:// www.sumitwoods.com/investors.php During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web link to the same is http://www.sumitwoods.com/investors.php

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both the Internal Auditors and the Statutory Auditors.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has Five (5) Subsidiary Company

Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2023-24 are:

1. Mitasu Developers Private Limited and

2. Sumit Matunga Builders Private Limited

Non-Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2023-24 are:

3. Homesync Real Estate Advisory Private Limited,

4. Sumit Hills Private Limited

5. Sumit Eminence Private Limited

Further the Company has 1(One) Associate Company named as âSumit Realty Private Limitedâ.

The Policy is also being revised effective from 1^st April, 2019 in line with the amendments made to the SEBI Listing Regulations. The Policy has been uploaded on the Companyâs website at: http://www. sumitwoods.com/investors.php

RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the Company has adopted a Risk Assessment and Management policy (âPolicyâ) to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.

AUDITORS 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 i.e. till the conclusion of ensuing Annual General Meeting. 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 as the Statutory Auditors 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, subject to approval of the shareholders. The Statutory Auditors have confirmed their independent status and eligibility for the said reappointment.

The Report given by M/s. SSRV & Associates on the financial statements of the Company for the financial year ended March 31,2024 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.

SECRETARIAL AUDITOR

A Secretarial Audit Report given by M/s. SCP & Co., Practicing Company Secretaries is annexed with the report as Annexure 2 and forms an integral part of this Report. The report is self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors'' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with 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 (âCodeâ), as approved by the Board from time to time, are in force by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities for the financial year 2023-24 is enclosed as Annexure 1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 Companyâs future operations.

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 31st March, 2024 are provided under Annexure 3 to this report.

BUSINESS RESPONSIBILITY REPORTING

A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations.

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(1) of the Companies Act, 2013 as amended by the Companies Amendment Act, 2017

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 (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

DIRECTORSâ 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 31^st March, 2024, 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 31^stMarch, 2024, 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.

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 other associated with the Company.

By Order of the Board of Directors for Sumit Woods Limited

Sd/-

Bhushan Nemlekar

Whole-Time Director & Chief Financial Officer DIN:00043824

Registered Office:

B - 1101, Express Zone, Diagonally Opp. to Oberoi Mall,

W.E. Highway, Malad (East), Mumbai - 400097

Place: Mumbai

Date: 02^nd September, 2024

Mar 31, 2023

The Directors delightfully present the 27^th Annual Report on the business and operation of the Company
together with the Audited Financial Accounts (Consolidated and Standalone) for the year ended 31^stMarch, 2023

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

Particulars	Consolidated		Standalone
	2023 ]	2022	2023 ~\	2022
Total Turnover	10,144.40	6607.88	3,430.34	2143.56
Other Income	145.67	78.28	94.17	34.20
Profit/(Loss) before Finance Cost, Depreciation & Amortisation and Taxation	2519.42	667.01	1115.62	347.08
Less: 1. Finance Cost	1538.92	799.60	804.09	390.11
2. Depreciation & Amortisation	70.70	63.26	49.93	47.12
Profit/ (Loss) Before Taxation	909.8	(195.85)	261.60	(90.15)
Less: Provision for Taxation
Current Tax	220.72	108.71
Deferred Tax	10.26	29.44	13.22	10.44
Net Profit/(Loss) for the Year	678.82	-334	248.38	(100.59)
Less: Income Tax Expense for earlier year	(13.68)	(2.00)	-13.67	0.00
Profit/(Loss) after Taxation	692.51	-332.00	262.05	(100.59)
Add : Share of profit/(loss) in associates and joint ventures	5.6	(170.16)
Add: Other Comprehensive Income	(24.24)	(1.22)	(24.24)	(1.22)
Total Comprehensive Income	673.86	(503.38)	237.81	(101.81)
Add : Balance of Profit (Loss) from earlier years
Amount available for Appropriations	673.86	(503.38)	237.81	(101.81)
Add: Transfer from Debenture Redemption Reserve
Less: Dividend
Tax on distributed Profits
Balance carried forward	673.86	(503.38)	237.81	(101.81)

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

NATURE OF BUSINESS

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

STATE OF COMPANYâS FINANCIAL AFFAIR
CONSOLIDATED FINANCIALS

During the year under review, your Companyâs consolidated total revenue stood at Rs.10,290.06 lakhs
as compared to Rs. 6,686.16 lakhs for the previous year, representing an increase of 53.90%; Profit
before tax stood at Rs.915.40 lakhs for the year under review as compared to Loss before tax Rs.
-366.00 lakhs for the previous year which is recovery of loss by 3.5 times; and the total comprehensive
income stood at Rs. 673.86 lakhs as compared to loss of Rs. - 503.38 lakhs for the previous year which
is recovery of loss by 2.33 times.

STANDALONE FINANCIALS

During the year under review, the total revenue stood at Rs. 3,524.51 lakhs as compared to Rs. 2,177.76
lakhs for the previous year representing an increase of 61.84%; Profit before tax stood at Rs. 261.60
lakhs for the year under review as compared to Loss before tax Rs.- 90.15 lakhs for the previous year
which is recovery of loss by 3.90 times; and the total comprehensive income stood Rs 237.81 lakhs
for the year under review as compared to Rs -101.81 lakhs previous year which is recovery of loss by
3.34 times

SHARE CAPITAL

During the year under review the Company has not issued any securities. The entire share capital of the
Company is listed and traded on National Stock Exchange of India Limited.

NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estate development
front, the Company develops residential, commercial, retail and social infrastructure projects.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2022-23.
DIVIDEND

Your Directors are having a view of conserving the resources of company, and for that reason the
directors are not recommending any dividend.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts
outstanding at the beginning of the year which were classified as âDepositsKI in terms of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the

Companies Act, 2013 is not applicable.

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 have occurred between March 31, 2023 and the date of this Report, other than those
disclosed in this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a work culture which
promotes the respect and dignity of all employees across the Organization. In order to provide women
employees a safe working environment at workplace and also in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules
framed there under, the Company has formulated a well-defined policy on prevention, prohibition and
redressal of complaints relating to sexual harassment of women at the workplace. All women who are
associated with the Company-either as permanent employees or temporary employees or contractual
persons including service providers at Company sites are covered under the above policy. The said
policy has been uploaded on the internal portal of the Company for information of all employees.

No complaints pertaining to sexual harassment of women employees from any of the Companyâs
locations were received during the year ended 31^st March, 2023.

CORPORATE GOVERNANCE

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), along
with a certificate from Auditors regarding compliance of the Corporate Governance are given separately
in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of
conduct for the financial year 2022-23. A declaration to this effect signed by the Chief Financial Officer
of the Company is contained in this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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 reÂ¬
appointment.

Brief particulars and expertise of Mr. Subodh Ramakant Nemlekar, (DIN: 00043795) together with his
other directorships and committee memberships has been given in the annexure - I to the Notice of the
AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

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(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year Ms. Puja Chaurasia, Company Secretary and Compliance Officer of the Company
has tendered her resignation with effect from January 25, 2023, your Directors place on record their
appreciation of the valuable contribution made in growth of the Company during her tenure in the
Company. Further Ms. Pooja Shah has been appointed as the Company secretary and Compliance
Officer of the Company with effect from April 29, 2023.

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 making a
selection of the candidates. The above policy along with the criteria for selection is available at the
website of the Company at http://www.sumitwoods.com/investors.php

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has over the years developed a robust familiarization process for the newly appointed
directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory
provisions. The process has been aligned with the requirements under the Act and other related
Regulations. This process inter-alia includes providing an overview of the Real Estate Industry, the
Companys business model, the risks and opportunities etc. Details of the Familiarization Programme
are explained in the Corporate Governance Report and are also available on the Companys website at
http://www.sumitwoods.com/investors.php

BOARD EVALUATION

The Board has carried out its annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk
Management and Compliance Committees as mandated under the Act and SEBI Listing Regulations.
The criteria applied in the evaluation process are explained in the Corporate Governance Report.

The performance evaluation of the Chairperson, Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors at their separate meeting held on January 25, 2023. The
Independent Directors expressed their satisfaction with the evaluation process.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 2015, the Board has carried
out an Annual Performance Evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its various Committees.

The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting
held on January 25, 2023, the performance evaluation of the Chairman, Non-Independent Directors
and the Board as a whole was carried out by the Independent Directors.

The Independent Directors expressed their satisfaction with the evaluation process. The performance
evaluation of all the Directors, Committees and the Board was carried out by the Nomination &
Remuneration Committee, Independent Directors and Board at their respective meetings

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 6 (Six) Board Meetings, 6 (Six) Audit Committee Meetings, 1 (One) Nomination and
Remuneration Committee Meeting and 1 (One) Stakeholders Relationship Committee 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.

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 employeeâs 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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of guarantees or Investments covered under section 186 of the Companies Act, 2013, have
been given or provided during the year are provided in Annexure 5 to the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has developed a Related Party Transactions Manual and Standard Operating Procedures
for the purpose of identification and monitoring Related Party transactions. All transactions with
Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus
approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable
and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are
subjected to audit and a statement giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a
certificate from the Whole-Time Director. The policy on Related Party Transactions as approved by the
Board of Directors has been uploaded on the Companyâs website and can be seen at the link http://
www.sumitwoods.com/investors.php During the year, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC 2 is not applicable

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions
vis-a-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Whistle Blower Policy is posted on the website of the Company and the web link to the same is
http://www.sumitwoods.com/investors.php

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements.
These are continually reviewed by the Company to strengthen the same wherever required. The internal
control systems are supplemented by internal audit carried out by an independent firm of Chartered
Accountants and periodical review by the Management. The Audit Committee of the Board addresses
issues raised by both, the Internal Auditors and the Statutory Auditors.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has Five (5) Subsidiary Company i.e

1. Mitasu Developers Private Limited,

2. Homesync Real Estate Advisory Private Limited,

3. Sumit Matunga Builders Private Limited and

4. Sumit Hills Private Limited

5. Sumit Eminence Private Limited

Further the Company has 1(One) Associate Company named as âSumit Realty Private Limitedâ.

The Policy is also being revised effective from 1^st April, 2019 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

RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place, which provides an integrated
approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with
the business of the Company. Although the Company is not mandatorily required to constitute the Risk
Management Committee, but to ensure effective risk management the Board of Directors constituted
the Risk Management Committee to monitor and review risk management, assessment and minimization
procedures and to identify, review and mitigate all elements of risks which the Company may be exposed
to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence,
the Company has adopted a Risk Assessment and Management policy (âPolicyâ) to formalize risk
based decision-making together with management processes. Risks are managed through a formal
risk process as set forth in the Policy. This policy articulates the requirements for processes which
include identifying, assessing, measuring, and monitoring risk activities across the organization and
establishes governance roles for risk management.

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 i.e. till the conclusion of ensuing Annual General Meeting.
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 as the Statutory Auditors 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, subject to approval of the
shareholders. The Statutory Auditors have confirmed their independent status and eligibility for the
said reappointment.

The Report given by M/s. SSRV & Associates on the financial statements of the Company for the
financial year ended March 31,2023 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.

SECRETARIAL AUDITOR

A Secretarial Audit Report given by M/s. SCP & Co., Practicing Company Secretaries is annexed with
the report as Annexure 2 and forms an integral part of this Report. The report is self-explanatory and
do not call for any further comments.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as
required under the provisions of Rules 5(2) & 5(3) of the Companies appointment and Remuneration of
Managerial Personnel) Rules, 2014, are set out in Directorsâ Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with
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 (âCodeâ), as approved
by the Board from time to time, are in force by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities for the financial year 2022-23 is enclosed as Annexure 1.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 Companyâs future operations.

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 31st March, 2023 are provided under Annexure 3 to this report.

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Reporting is not applicable to the Company as it is mandatory only for top
1000 companies.

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(1) of the Companies
Act, 2013 as amended by the Companies Amendment Act, 2017

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 (SS1 and SS2) respectively relating to Meetings
of the Board and its Committees which have mandatory application.

DIRECTORSâ 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 31^st March, 2023,
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 31^stMarch, 2023, 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;

a. 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

b. 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.

ACKNOWLEDGMENTS

The Directors would like to thankall 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 other associated with the Company.

By Order of the Board of Directors

for Sumit Woods Limited

Sd/-

Bhushan Nemlekar

Whole-Time Director & Chief Financial Officer
DIN:00043824

Registered Office:

B - 1101, Express Zone, Diagonally Opp. to Oberoi Mall,

W.E. Highway, Malad (East), Mumbai - 400097

Place: Mumbai

Date: September 01,2023

Mar 31, 2019

The Directors delightfully present the 23^rd Annual Report on the business and operation of the Company together with the Audited Financial Accounts (Consolidated and Standalone) for the year ended 31^st March, 2019

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

Particulars	Consolidated		Standalone
	2019	2018	2019	2018
Total Turnover	4,219.97	3,139.31	1,982.53	1,738.79
Other Income	103.99	293.82	79.36	126.68
Profit/(Loss) before Finance Cost, Depreciation & Amortisation and Taxation	1,446.90	1,684.52	899.82	1,001.00
Less: 1. Finance Cost	431.12	605.99	338.07	481.81
2. Depreciation & Amortisation	52.13	65.69	52.12	65.69
Profit/ (Loss) Before Taxation	963.65	1,012.84	509.63	453.50
Less: Provision for Taxation
Current Tax	291.94	248.95	136.69	139.52
Deferred Tax	-5.15	10.64	-5.15	-10.64
Net Profit/(Loss) for the Year	676.86	774.53	378.09	324.62
Less: Income Tax paid for earlier year	-	-	-	-
Profit/(Loss) after Taxation	676.86	774.53	378.09	324.62
Add: Other Comprehensive Income
Total Comprehensive Income	676.86	774.53	378.09	324.62
Add : Balance of Profit (Loss) from earlier years and From JV and LLP	2,495.84	1,721.31	1,927.50	1,602.88
Amount available for Appropriations	3,172.70	2,495.84	2,305.59	1,927.50
Add: Transfer from Debenture Redemption Reserve	-	-	-	-
Less: Dividend	-	-	-	-
Tax on distributed Profits	-	-	-	-
Balance carried forward	3,172.70	2,495.84	2,305.59	1,927.50

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

STATE OF COMPANYâS FINANCIAL AFFAIR

Consolidated Financials

During the year under review, your Companyâs consolidated total revenue stood at Rs.4,219.97 lakh as compared to Rs.3,139.31 lakh for the previous year, representing an increase of 34.42%; profit before tax stood at Rs.963.65 lakh for the year under review as compared to Rs 1,012.84 lakh for the previous year representing an decrease of 4.86%; and the total comprehensive income stood at Rs. 676.86 lakh as compared to Rs.774.53 lakh for the previous year representing an decrease of 12.61%.

Standalone Financials

During the year under review, the total revenue stood at Rs.2,061.89 lakh as compared to Rs.1,865.46 lakh for the previous year representing an increase of 10.53%; profit before tax stood at Rs.899.82 lakh for the year under review as compared to Rs. 1,001 lakh for the previous year representing a decrease of 10.11%; and the total comprehensive income stood NIL lakh for the year under review as well as previous year.

NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2018-19.

DIVIDEND

Your Directors are having a view of conserving the resources of company, and for that reason the directors are not recommending any dividend.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDepositsâ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board of Directors at its meeting held on 23^rd May, 2019, subject to consent of the members of the Company, approved and recommended issue of bonus equity shares of the Company in the proportion of 1:1 that is 1 (One) fully paid-up equity share of Rs.10/-(Rupees Ten only) each for every 1 (One) existing fully paid-up equity share of 10/- (Rupees Ten only) each by capitalising a sum not exceeding Rs. 16,00,00,000/- (Rupees Sixteen Crore only) out of capital redemption reserve / securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate.

The Companyâs shares have been listed on NSE SME Emerge since 10^th September, 2018 till date. Due to Proposed Issue of Bonus Shares, paid up capital of the company is proposed to increase to 30,58,70,440 i.e. it is likely to increase beyond twenty five crore rupees as stated in Reg.106(U)(2), and hence to comply with the regulation 106(U)(2) it is required to migrate from NSE SME Emerge to NSE Main Board.

Further, The Companyâs Operation have been increasing at a rapid pace. In view of increasing business activities and for strong brand building, the Board of Directors has accordingly decided to migrate from NSE SME Emerge to NSE Main Board. The Listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the Main Board will go on the long way in enhancing the image and goodwill of the Company. The benefits of listing on the Main Board in the form of market Capitalization, enhanced liquidity, larger participation, visibility etc., will accrue to the Shareholders of the Company.

By Migrating on the Main Board the goodwill and the growth of the Company will increase and Company will be able to expand its business. The Migration Policy from SME Platform to Main Board requires approval of members by way of Special Resolution. The Shareholders approval for the said purpose is sought through this resolution as required under Chapter XB of SEBI ICDR Regulations.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

No complaints pertaining to sexual harassment of women employees from any of the Companyâs locations were received during the year ended 31^st March, 2019.

CORPORATE GOVERNANCE

All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2018-19. A declaration to this effect signed by the Chief Executive Officer of the Company is contained in this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. Mitaram Jangid retires by rotation and being eligible, offers himself for reappointment. Brief details of Mr. Mitaram Jangid as required under Regulation 36(3) of Listing Regulations are provided in the notice of the ensuing Annual General Meeting. The membersâ approval is being sought at the ensuing Annual General Meeting for the above appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Ms. Sayli Munj was appointed as the Company Secretary and Compliance Officer of the Company with effect from 12^th February, 2019 and Ms. Priyanka Waghela was appointed as Chief Financial Officer with effect from 12^th April, 2019 based on the recommendation of the Nomination and Remuneration Committee of the Board.

During the year under review, Ms. Rekha Dekhale resigned from the position of Company Secretary with effect from 1^st February, 2019.

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 making a selection of the candidates. The above policy along with the criteria for selection is available at the website of the Company at http://www.sumitwoods.com/images/policies/Nomination%20and%20Remuneration%20Polic ypdf

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

BOARD EVALUATION

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 (Seven) Board Meetings, 2 (Two) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Corporate Social Responsibility 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.

DETAILS OF REMUNERATION TO DIRECTORS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year are provided in Annexure 5 to the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has developed a Related Party Transactions Manual and Standard Operating Procedures for the purpose of identification and monitoring Related Party transactions. All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Whole-Time Director. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companyâs website and can be seen at the link http://www.sumitwoods.com/images/policies/Policy%20on%20Related%20Party%20Transactio n.pdf

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.sumitwoods.com/images/policies/Whistle%20Blower%20,Vigil%20Mechanism%20P olicy.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one Subsidiary Company Mitasu Developers Private Limited. This company is not material subsidiary as per the thresholds laid down under the SEBI Listing Regulations.

Policy for determining material subsidiaries in line with the SEBI Listing Regulations. The Policy is also being revised effective from 1^st April, 2019 in line with the amendments made to the SEBI Listing Regulations. The Policy has been uploaded on the Companyâs website at: http://www.sumitwoods.com/images/policies/Policy%20for%20Determining%20Material%20 Subsidiaries.pdf

RISK MANAGEMENT POLICY

AUDITORS

Statutory Auditors

M/s. SSRV & Associates., Chartered Accountants, Mumbai, (FRN - 135901W) appointed as Statutory Auditors of the Company at the 22^nd AGM held on 30^th September 2017 till the conclusion of 27^th AGM to be held in 2022 subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter. The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7^th May, 2018.Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

Secretarial Auditor

A Secretarial Audit Report given by M/s. Kudtarkar & Associates, Practicing Company Secretaries is annexed with the report as Annexure 2 and forms an integral part of this Report. The report is self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the Emerge-the SME Growth Platform of National Stock Exchange at Mumbai with effect from 10^th September, 2018.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

INSIDER TRADING REGULATIONS

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities for the financial year 2018-19 is enclosed as Annexure 1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 Companyâs future operations.

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

BUSINESS RESPONSIBILITY REPORTING

A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations.

ANNUAL RETURN

COMPLIANCE WITH SECRETARIAL STANDARDS

DIRECTORSâ 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 31^st March, 2019, 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 31^st March, 2019, 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.

ACKNOWLEDGMENTS

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 other associated with the Company.

By Order of the Board of Directors

for Sumit Woods Limited

(formerly known as Sumit Woods Private Limited)

Bhushan Nemlekar

Whole-Time Director

DIN: 00043824

Registered Office:

B - 1101, Express Zone, Diagonally Opp. to Oberoi Mall,

W.E. Highway, Malad (East), Mumbai - 400097

Place: Mumbai

Date: 23^rd May, 2019

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Directors Report of Sumit Woods Ltd.

STATUTORY AUDITORS

AUDITORS'' REPORT

SECRETARIAL AUDITOR

Auditor''s Comments:

Board''s Explanation:

As on 31st March, 2025 The Board of Directors and Key ManagerialPersonnel consists of following members: -

Mr. Bharatkumar Vardhilal Thakkar (DIN: 08346004) Executive Director andMr. Bhagyesh Kiritbhai Parekh (DIN: 07613171) Non-Executive Director, are

AUDIT COMMITTEE:

STAKEHOLDER''S RELATIONSHIP COMMITTEE

STANDALONE FINANCIALS

SHARE CAPITAL

The Share Capital of the Company stands at Rs. 30,58,70,440 divided by 3,05,87,044 equity shares at Rs.10/- each.

NATURE OF BUSINESS

CHANGE IN THE NATURE OF BUSINESS

TRANSFER TO RESERVES

DEPOSITS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

CORPORATE GOVERNANCE

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

BOARD EVALUATION

PERFORMANCE EVALUATION:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DETAILS OF REMUNERATION TO DIRECTORS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

RISK MANAGEMENT POLICY

AUDITORS Statutory Auditors

SECRETARIAL AUDITOR

PARTICULARS OF EMPLOYEES

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

INSIDER TRADING REGULATIONS

CORPORATE SOCIAL RESPONSIBILITY

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

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

BUSINESS RESPONSIBILITY REPORTING

ANNUAL RETURN

COMPLIANCE WITH SECRETARIAL STANDARDS

DIRECTORSâ RESPONSIBILITY STATEMENT

ACKNOWLEDGMENTS

By Order of the Board of Directors for Sumit Woods Limited

Sd/-

Registered Office:

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

NATURE OF BUSINESS

STATE OF COMPANYâS FINANCIAL AFFAIRCONSOLIDATED FINANCIALS

STANDALONE FINANCIALS

SHARE CAPITAL

NATURE OF BUSINESS

CHANGE IN THE NATURE OF BUSINESS

TRANSFER TO RESERVES

DEPOSITS

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

CORPORATE GOVERNANCE

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT ASDIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

BOARD EVALUATION

PERFORMANCE EVALUATION:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DETAILS OF REMUNERATION TO DIRECTORS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

RISK MANAGEMENT POLICY

SECRETARIAL AUDITOR

PARTICULARS OF EMPLOYEES

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

INSIDER TRADING REGULATIONS

CORPORATE SOCIAL RESPONSIBILITY

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

BUSINESS RESPONSIBILITY REPORTING

As on 31st March, 2025 The Board of Directors and Key Managerial
Personnel consists of following members: -

Mr. Bharatkumar Vardhilal Thakkar (DIN: 08346004) Executive Director and
Mr. Bhagyesh Kiritbhai Parekh (DIN: 07613171) Non-Executive Director, are

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

DIRECTORSâ RESPONSIBILITY STATEMENT

STATE OF COMPANYâS FINANCIAL AFFAIR
CONSOLIDATED FINANCIALS

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

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

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

DIRECTORSâ RESPONSIBILITY STATEMENT