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Company Information

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STERLING GREENWOODS LTD.

21 April 2026 | 12:00

Industry >> Hotels, Resorts & Restaurants

Select Another Company

ISIN No INE398F01019 BSE Code / NSE Code 526500 / STRGRENWO Book Value (Rs.) 25.08 Face Value 10.00
Bookclosure 30/09/2024 52Week High 48 EPS 0.00 P/E 0.00
Market Cap. 8.15 Cr. 52Week Low 16 P/BV / Div Yield (%) 0.77 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting 33rd Annual Report together with the Audited Accounts of
the Company for the Financial year ended 31s March, 2025.

1. FINANCIAL HIGHLIGHTS:

Particulars

2024-25

2023-24

Revenue from Operations

117.90

190.38

Total Income

144.95

249.56

Profit before Interest, Depreciation and Tax (PBIDT)

19.04

(92.18)

Less:

Exceptional Items

NIL

NIL

Financial Expenses

121.46

104.39

Depreciation

6.54

67.06

Profit/(Loss) before tax

(108.96)

(249.31)

Provision for taxation

(i) Current Income Tax,

NIL

NIL

(ii) Tax Expenses relating to prior years

NIL

NIL

(iii) Deferred Tax

20.87

65.71

(iv) Mat Credit Entitlement

NIL

NIL

Profit after tax

(88.09)

(183.60)

Add / (Less): Prior Period Adjustment

NIL

Nil

Profit available for appropriation

(88.09)

(183.60)

2. OPERATIONS:

During the year 2024-25, the Company has earned revenue from operations of Rs. 117.90 lakhs as
against Rs. 190.38 lakhs in the previous financial years. During the financial year 2024-25, the Company
has incurred a loss of Rs. 88.09 lakhs as against loss of Rs. 183.60 lakhs for the previous financial
year. However, your Directors are hopeful to achieve better results in upcoming financial years.

Detailed discussions has been included in Management Discussion and Analysis.

3. DIVIDEND:

During the year under review, the Company has incurred the loss hence the Directors of the
Company donot recommend dividend.

4. INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their
deep appreciation of the contribution made by the employees at all levels.

5. TRANSFER TO RESERVE

During the year under review Company has not transferred any amount to reserves.

6. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 and Rules framed thereunder provides that certain companies
are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also

provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under
CSR and the manner of spending the amount.

The Company is not covered under section 135 of the CompaniesAct, 2013 and the Rules framed
thereunder for the financial year under report. CSR Committee of the Board will be constituted at
the time of applicability of section 135 of the Act. Hence CSR report is not required to be annexed.

7. DISCLOSURE UNDER COMPANIES ACT, 2013

(i) Number of Meetings

During the year under review, 06, (Six) Board Meetings were convened and held on 30th May,
2024, 8th August, 2024, 13th August, 2024, 28th August, 2024, 28th October, 2024, and 14th February,
2025 details of which are given below.

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Name

Category

No. of Meetings during the year

Held

Attended

*Mr. Bharat Kumar Lekhi

Managing Director

6

4

Mr. Nishant Singh

Independent Director

6

3

Mrs. Shivani Shah

Independent Director

6

3

Mr. Narendra Saini

Whole-time Director

6

6

Mr. Sunny Mandalia

Independent Director

6

5

* Mr. Bharat Lekhi was ceased to be a Director of the Company w.e.f. 11.08.2025.

(ii) Statement on Declaration Given by Independent Director

All Independent Directors have given their declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.

(iii) Directors’ Meeting

The Independent Directors met on 14th February, 2025 without attendance of Non-Independent
Directors and members of the Management. The Directors reviewed performance of the non¬
Independent Director and the Board as whole; the performance of the Chairman of the Company,
taking into account the views of Executive Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

(iv) Particulars of loans, guarantees or investments:

The details of loans given by the Company covered under the provisions of Section 186 of the
Companies Act, 2013 is provided in the notes to the financial statement as on 31st March, 2025.

However, the Company has neither given any guarantees nor made investments covered under the
provisions of Section 186 of the Companies Act, 2013

(v) Composition of Audit Committee

During the year under review, Audit Committee met four times on 30th May, 2024, 13th August,
2024, 28th October, 2024, and 14th February, 2025.

The Composition of the Audit Committee as on 31st March, 2025 and details of attendance of
the members at the committee meetings during the year are given below:

Name

Category

No. of Meetings during the year

Held

Attended

Mr. Nishant Singh

Independent Non-Executive Director

Chairman

4

4

Mrs. Shivani Shah

Independent Non-Executive Director

Member

4

4

*Mr. Bharat Lekhi
Managing Director

Member

4

4

* Mr. Bharat Lekhi was ceased to be a member of Audit Committee of the Company w.e.f.
11.08.2025.

The Managing Director, Chief Financial Officer, Company Secretary and representatives of
Statutory Auditors and Secretarial Auditors are invited to the meetings of the Audit Committee.
After the appointment of Independent Directors on the Board Audit Committee got reconstituted.

The Committee discharges such duties and functions generally indicated in Section 177 of the
Companies Act, 2013 and such other functions as may be specifically delegated to the Committee
by the Board from time to time.

(vi) Nomination & Remuneration Committee:

During the year under review, Nomination & Remuneration Committee met on 8th August, 2024.
Following was the composition of the Committee as on 31st March, 2025.

Name

Category

No. of Meetings during the year

Held

Attended

Mr. Nishant Singh

Independent Non-Executive Director

Chairman

1

1

Mrs. Shivani Shah

Independent Non-Executive Director

Member

1

1

Mr. Sunny Mandalia

Independent, Non-Executive Director

Member

1

1

8. Stakeholders Relationship Committee:

During the year under review, Stakeholders Relationship Committee met four times on 30th May,
2024, 13th August, 2024, 28th October, 2024, and 14th February, 2025.

The Composition of the Stakeholders Relationship Committee and details of attendance of the
members at the committee meetings during the year are given below:

Name

Category

No. of Meetings during the year

Held

Attended

Mr. Nishant Singh

Independent Non-Executive Director

Chairman

4

4

Mrs. Shivani Shah

Independent Non-Executive Director

Member

4

4

* Mr. Bharat Lekhi
Managing Director

Member

4

4

* Mr. Bharat Lekhi was ceased to be a member of Stakeholders Relationship Committee
w.e.f. 11.08.2025.

9. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, since the equity paid up share capital of the Company and net
worth is below the threshold limits prescribed under SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. Hence Corporate Governance provision is not applicable to the
Company for the year under review.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations of SEBI (Listing Obligations and Disclosures) Regulations 2015, Management
Discussion and Analysis Report form part of this report is enclosed as “Annexure-A”.

11. BUSINESS RISK MANAGEMENT

The management is aware of the risk element in the operations of the Company and has taken the
various steps to minimize/eliminate the risk.

12. INTERNAL CONTROL SYSTEM

The Company has laid down Internal Financial Control Policy under Section 134(5)(e) of the Companies
Act, 2013 which helps in ensuring the orderly and efficient conduct of its business, including
adherence to 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 timely preparation
of reliable financial information. The Company has an Internal Control System, commensurate with
the size, scale and complexity of its operations.

The Internal Audit is being carried out by a firm of Chartered Accountants and evaluates the
efficacy and adequacy of Internal Control System in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the report
of internal audit function, process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.

13. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a
policy and defined the scope of the Committee which is in line with the provisions of the Companies
Act, 2013. The policy is available on Company’s website at
www.sterlinggreenwoods.com and web
link for the same is www.sterlinggreenwoods.com

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance
of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of
being one of the most respected companies in India, the Company is committed to the high standards
of Corporate Governance and stakeholder responsibility.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year, the shareholders of the Company has confirmed the appointment of Mr. Narender
Saini as Director and Whole-time Director in the previous AGM.

There was no other change in Directorship of the Company.

However, Ms. Purnima Jain had resigned as a Company Secretary and Compliance Officer of the
Company w.e.f. 8th May, 2024. Mr. Siddharth Shah was appointed as Company Secretary and
Compliance Officer w.e.f. 8th August, 2024.

There were no other changes in KMP during the year.

After the closure of financial year Mr. Kantilal Panchal has resigned from the post of Chief Financial
Officer of the Company w.e.f. 21st July, 2025 and Mr. Bharat Lekhi has also resigned from the
Directorship of the Company w.e.f. 11th August, 2025.

The events occurred after the year end but before the signing of the Directors’ Report; has been
disclosed here to update the shareholders.

Pursuant to the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an evaluation of
its own performance, the directors individually including Non-Executive and Independent Directors
as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

At present the Company does not have the policy of payment of remuneration to Non-Executive
Directors except by way of sitting fees for attending the meeting of the Board or a committee
thereof.

The Company has policy for determining and accounting for the remuneration of Executive Directors.
Their remuneration is governed by external competitive environment; track record, potential,
individual performance and performance of the Company. The remuneration determined for the
Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.

16. DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss
of the Company for the year under review;

(iii) 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;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;

(vi) The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

17. DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of the business. There are no materially significant
related party transactions made by the Company with Promoters, Key Managerial Personnel or
other designated persons which may have potential conflict with interest of the Company at large.
The disclosure of related party transactions as required under section 134(3)(h) of the Companies
Act, 2013 in form AOC-2 is attached as Annexure-B.

19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for performance
evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter
alia considers attendance of Directors at Board and committee meetings, acquaintance with business,
communicating inter-se board members, effective participation, domain knowledge, compliance

with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is
in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual
Directors and Chairman. The Chairman of the respective Board Committees shared the report on
evaluation with the respective Committee members. The performance of each Committee was
evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman
of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under
Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
Board of Directors evaluated the performance of the Board, having regard to various criteria such
as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their
separate meetings, also evaluated the performance of the Board as a whole based on various
criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the
unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria
such as committee composition, committee processes, committee dynamics etc. The Board was of
the unanimous view that all the committees were performing their functions satisfactorily and
according to the mandate prescribed by the Board under the regulatory requirements including
the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of each Independent Director was evaluated by the entire Board of Directors (excluding
the Director being evaluated) on various parameters like engagement, leadership, analysis, decision
making, communication, governance and interest of stakeholders. The Board was of the unanimous
view that each Independent Director was a reputed professional and brought his/her rich experience
to the deliberations of the Board. The Board also appreciated the contribution made by all the
Independent Directors in guiding the management in achieving higher growth and concluded that
continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated
by the Independent Directors at their separate meeting. Further, their performance was also
evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation
included leadership, engagement, transparency, analysis, decision making, functional knowledge,
governance and interest of stakeholders. The Independent Directors and the Board were of the
unanimous view that each of the non-independent directors was providing good business and
people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with
the size and nature of business. Detailed procedural manuals are in place to ensure that all the

assets are safeguarded, protected against loss and all transactions are authorized, recorded and
reported correctly. The internal control systems of the Company are monitored and evaluated by
internal auditors and their audit reports are periodically reviewed by the Audit Committee of the
Board of Directors.

20. SIGNIFICANT MATERIAL ORDERS PASSED BYTHE REGULATORS/COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations. However following are the some of
cases in the name of Company as on date

NCLT Cases and other Legal Cases:

(1) (a) Special notice and requisition under section 100(2) read with section 169 of The Companies

Act, 2013 and the rules framed there under received from one shareholder for removal of
one of the Director of the Company. Pursuant to special notice Extra Ordinary General
Meeting (EOGM) was held on 10th May, 2017. However, director approached National
Company Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act, 2013. NCLT
has directed that results of voting at EOGM can be declared by the company, however
implementation have been stayed till the tribunal directs otherwise.

(1) (b) One of the Shareholder approach National Company Law Tribunal (NCLT) under section 58

& 59 of the Companies Act, 2013 for rectification of register of member.

(1) (c) The Company is in receipt of NCLT order stating that the original petitioners to the CP 65

of 2017 with the Company Appeal No.15 of 2017 unconditional withdrawn allowed by the
NCLT along with pending IAS dismissed as removed infrctuous vide order delivered on
13.09.2023.

(2) The Company has filed a FIR No. I/71/2018 under Section 406,409,418,420 and 114 of The Indian
Penal Code for Misappropriation of Funds/Wrongfully holding property acquired from Company
Funds at Vastrapur Police Station against Director and Ex Managing Director of the company
during their tenure.During the year in course of hearing the Company and defendents submitted
in the court that both the parties have arrived at consensus and have no objection if the
impugned complaint is quashed vide order dated 11/08/23 the learned judges of Gujarat high
court quashed impugned FIR and set aside .

(3) The Company is in receipt of letter dt.15.06.18 from BSE and subsequently email communication
dated 06.08.2018 from SEBI alongwith encloser of letter from anonymous person asking
clarification on Transfer of substantial Companies Projects/Land parcels/ assets in FY 2009-10.
The Company had appointed an independent professional to inquire in the subject matter.

The Company is in receipt of Scrutiny Report of D. Shah & Associates, Chartered Accountants
on 02/11/2018, and this was placed before Audit Committee and Board meeting. It was discussed
and approved by the Board to study the impact on financial and/or any other subject matter.
Thereafter, the Board of Directors of the Company at its meeting held on 14th December,
2018, inter alia, unanimously decided to engage legal and other professionals to discuss the
scrutiny report dated 31st October, 2018 and to take / initiate all necessary steps/legal
actions. We have been informed that the Company has filed civil suit no.21 of 2019 in the court
of civil judge (S.D.) at Sanand on 18/04/2019 and another civil suit no.32 of 2019 in the court of
civil judge (S.D.) at Kalol on 26/04/2019, against Paksh Developers Private Limited and against
then Directors namely Mrs. Meeta Mathur, Mr.Ankit Mathur, Mr.Kunal Mathur and Mr. Anurag D.
Agrawal. The Company is in receipt of the order from Kalol Court which is passed on 31.03.23
and as informed by the Management of the Company, the Company is in process of finalising
further course of action with it’s legal team. Since the matter are subjudice, we are unable
to disclose, the effect, if any, on financial statement and/or in any other matter.

As informed by the Management of the Company, the order from Sanand Court is pending as
on date.

(4) As per information and explanation, the Company has lodge FIR on 06/11/2019 against Company’s
Resort Manager, Mr. Kishan P. Somani for mis- appropriation/siphoning of company’s collection
(fund) from various customer, amounting Rs. 16.85 lakhs. On completion of event/function said
amount has been accounted and debited to Mr. K. P. Somani. Recoverable year end outstanding
balance is of Rs.17.55 lakhs (P.Y.Rs.17.55 Lakhs) The Company has provided for Rs. 17.55 lakhs
as on 31st March 2022,as Expected Credit loss.

21. SUBSIDIARY COMPANY

The Company has one Subsidiary Company i.e. Sterling Resorts Private Limited. A statement containing
brief financial details of the subsidiary is included in the Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 into
with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is
attached. The consolidated financial statements have been prepared in accordance with the
relevant accounting standards as prescribed under Section 129(3) of the Act. These financial
statements disclose the assets, liabilities, income, expenses and other details of the Company and
its subsidiary.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules
framed thereunder and pursuant to regulation 33(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of
the company and its subsidiaries and a separate statement containing the salient features of
financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the
Annual Report.

22. AUDITORS

(1) STATUTORY AUDITORS:

The company had appointed M/s. Keyur Bavishi & Co. Chartered Accountants, Ahmedabad,
(M.No.13571/FRN:131191W) as auditors for the term of five years in 28th Annual General Meeting
to audit Company’s Financial Statements from the Financial Year 2020-2021 till 2024-2025.

The tenure of existing Statutory Auditors is being completed in the ensuing Annual General
Meeting of the Company and accordingly on recommendation of Audit Committee of the
Company, the Board of Directors of the Company has approved the appointment of M/s. Nahta
Jain & Associates, Chartered Accountants, Ahmedabad as a Statutory Auditors of the Company,
subject to approval of members at the ensuing AGM of the Company. The Board has sought the
approval from members of the Company at the ensuing AGM.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:

The Statutory Auditor has raised the following qualifications in his Audit Report:

1. Company has used accounting software for maintain it’s books of accounts which has
feature of recording audit trail (edit log) facility but not fully implemented by the Company
in terms of maker checker control mechanism.

2. During the year under Audit the Company has not ascertained the impairment of some
the assets held at resort pursuant to the decision taken in the Board Meeting dated 9th
February, 2024.This being a technical in the nature, the impairment is not quantifiable.

MANAGEMENT REPLY FOR QUERIES RAISED BY STATUTORY AUDITORS OF THE COMPANY:

Reply of 1st query raised by Statutory Auditors:

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

Reply of 2nd query raised by Statutory Auditors:

The Company is in process of identifying and quantifying impairment of loss of the assets of the
Company with the help of technical persons and the same will be accounted upon quantifying
the same.

(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointmentand Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed
Mr. Kinjal Shah a Company Secretary in practice to undertake the Secretarial Audit of the
Company for the financial year ended on 31st March, 2025. The Secretarial Audit report is
annexed herewith as “Annexure C.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMER MADE BY THE SECRETARIAL AUDITORS IN THEIR REPORT:

The Secretarial Auditor has raised the following qualifications in his Audit Report:

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

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

MANAGEMENT REPLY FOR QUERIES RAISED BY SECRETARIAL AUDITORS OF THE COMPANY:

With reference to query above queries raised by Secretarial Auditors of the Company, your
Directors submit that the said non-compliances were due to inadvertence and without any
malafide intention of the Company. However, the Board of Directors of the Company ensures
the future compliance in this matter.

23. WEBLINK OF ANNUAL RETURN:

The extract of Annual Return is no longer required to be attached with the Director’s Report u/s
134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management &
Administration) Rules, 2014 vide notifications issued by Ministry of Corporate Affairs (MCA) dated
28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company for the Financial Year ended on 31.03.2025 in the Form MGT-7 is available on
the website of the Company.

The link to access the Annual Return is https://sterlinggreenwoods.com/wp-content/uploads/
2023/09/ Annual%20Return%20-2024-2025. pdf

24. CASHFLOW STATEMENT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), 2015, the Cash Flow Statement is attached to the financial statements.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which could affect the Company’s financial position
have occurred between the end of the financial year of the Company and date of this report.

26. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, there were no complaints pertaining to sexual harassment was
received by the management.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO:

As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the
concerned particulars relating to, the Company does not consume Energy in its business so matter
of Energy Conservation is not applicable to Company. Company does not engage in such business to
undertake any Technology Absorption. However, to save the power, it has installed Solar Water
Heating Systems and also installed CFL lamps at its Resort. Company does not have any Export
Earnings and Outgo in the Financial Year 2024-25 hence particulars of Foreign Exchange earnings
and outgo are not applicable to the Company.

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

During the year under review there are no applications made/pending by or against the Company
under the Insolvency and Bankruptcy Code, 2016.

30. 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 FIANCIAL
INSTITUTIONS ALONG WITH THE REASONS THERE OF:

During the year under review there were no settlement instances arose which required to provide
details of difference in valuation done pursuant to One time Settlement and valuation done at the
time of disbursement of loan from the bank.

31. PARTICULARS OF EMPLOYEES

Company does not have any employees who is drawing remuneration in excess of limit prescribed
under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as “Annexure- D”

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

32. REPORTING OF FRAUD:

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

33. MATERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees
receive maternity benefits as prescribed. No violations were reported during the year.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards
issued by The Institute of Company Secretaries of India.

35. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Central
Government and State Government Authorities and all business associates of the Company for
the co-operation.

The Directors also place on record the efforts made by the employees, workers and all other
associated with the Company for making their organization successful.

Place : Ahmedabad By Order of the Board of Directors of

Date : 14th August 2025 Sterling Greenwoods Limited

Registered Office: Nishant Singh Narendra Saini

25, Sunrise Centre, Opp. Drive-in-Cinema, IndependentDirector Executive Director

Ahmedabad - 380054. (DIN:05251340) (DIN: 10424157)