We are pleased to present the 30^th Annual Report of the Company, along with the audited financial
statements (both Consolidated and Standalone) for the year ended 31^st March, 2026, highlighting
the business performance and operations during the year.

1. FINANCIAL HIGHLIGHTS:

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

2. OVERVIEW OF FINANCIAL PERFORMANCE

Standalone performance: Revenue declined marginally by 2.59%, while PBT declined by 23.29%,
resulting in lower profitability during the year.

Consolidated performance: Revenue declined significantly by 31.53%, accompanied by a 35.42%
decline in PBT and 46.60% decline in total comprehensive income.

Overall: The Company witnessed moderation in both revenue and profitability, with the decline
being more pronounced at the consolidated level.

3. CHANGE IN THE NATURE OF BUSINESS

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

4. STATE OF COMPANY'S FINANCIAL AFFAIRS
STANDALONE FINANCIALS

During the year under review, the total revenue stood at Rs. 9,654.08 lakhs as compared to Rs.
9,911.32 lakhs for the previous year representing a decrease of 2.59%; Profit before tax stood at
Rs. 1,307.06 lakhs for the year under review as compared to Profit before tax Rs. 1,703.97 lakhs for
the previous year, representing a decrease of 23.29%; and the total comprehensive income stood
Rs. 942.27 lakhs for the year under review as compared to Rs. 1,340.16 lakhs the previous year,
representing an increase of 29.69%.

CONSOLIDATED FINANCIALS

During the year under review, your Company's consolidated total revenue stood at Rs. 9,861.48
lakhs as compared to Rs. 14,403.04 lakhs for the previous year, representing a decrease of 31.53%;
Profit before tax stood at Rs. 987.92 lakhs for the year under review as compared to Profit before
tax Rs. 1,529.82 lakhs for the previous year, representing a decrease of 35.42%; and the total
comprehensive income stood at Rs. 592.06 lakhs as compared to Rs. 1,108.84 lakhs for the previous
year, representing a decrease of 46.60%.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, stood at ?47,85,87,530,
comprising 4,78,58,753 equity shares of ?10/- each.

During the period from 1^st January 2026 to 31st March 2026, the Company completed the conversion
of warrants and allotted 25,90,000 equity shares in two tranches to the promoter group.

Subsequently, the entire share capital of the Company is listed and actively traded on the National
Stock Exchange of India Limited (NSE) except 25,90,000 equity shares (Promoter Group) which is
under lock in period up to 20^th October 2027.

As on March 31,2026, the proceeds received upon conversion of the Fully Convertible Warrants had
not been fully utilised. The unutilised amount shall be utilised towards the objects of the preferential

issue in accordance with the Explanatory Statement, the applicable provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Further, During the year under review, the Company did not issue any equity shares with differential
rights as to dividend, voting or otherwise, nor did it issue any sweat equity shares. Further, as
on March 31, 2026, none of the Directors of the Company held any instruments or investments
convertible into equity shares of the Company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March
31,2026.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Financial Year under review, there were no amounts required to be transferred by the
Company to the Investor Education and Protection Fund ("IEPF") pursuant to the provisions of the
Companies Act, 2013.

8. DIVIDEND

The Board of Directors, at its meeting held on 28^th May, 2026, has recommended a final dividend of
?0.20 per equity share of the face value of ?10/- each for the financial year ended March 31,2026,
subject to the approval of the Members at the ensuing 30^th Annual General Meeting ("AGM"). Upon
approval by the Members, the dividend will be paid in accordance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.

Further, Pursuant to the provisions of the Income-tax Act, 1961, as amended by the Finance Act,
2020, dividends paid or distributed by the Company are taxable in the hands of the Members.
Accordingly, the Company shall deduct tax at source (TDS), as applicable, while making payment of
the dividend to the Members in accordance with the provisions of the Income-tax Act, 1961 and
the rules made thereunder (DDP Link- https://sumitwoods.com/investors/)

9. DEPOSITS

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

10. 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, 2026, and the date of this Report, other than
those already mentioned in this Report.

11. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

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

This policy applies to all women associated with the Company—whether permanent, temporary, or
contractual employees, including service providers at various Company locations.

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

During the financial year 2025-26 under review:

• Complaints received: NIL

• Complaints resolved: NIL

• Complaints pending for over 90 days: NIL

No complaints pertaining to sexual harassment of women employees from any of the Company's
locations were received during the year ended March 31,2026.

12. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations")
and Companies Act, 2013 and rules framed thereunder. The Company has also implemented several
best governance practices. We also endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions. The report on Corporate Governance as per Regulation
34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report
and is annexed herewith as 'Annexure-VI'. A certificate from the Secretarial Auditor of the Company
confirming compliance with the conditions of Corporate Governance is attached to the report on
Corporate Governance.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
i) Director liable to Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the
Company Mrs. Kavita Nemlekar (DIN: 02067121), Non-Executive Director of the Company, is liable
to retire by rotation at the ensuing 30^th Annual General Meeting (“AGM") and, being eligible, has
offered himself for re-appointment. the Board of Directors has recommended his re-appointment

The requisite particulars of Mrs. Kavita Nemlekar as required under Regulation 36 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard-2
on General Meetings, are provided in the Notice convening the 30th AGM.

ii) During the year, following are the changes in Directors and Key Managerial Personnel of
the Company:

During the year under review, Mrs. Pooja Parekh resigned from the office of Non-Executive
Independent Director of the Company with effect from 28^th May 2025. Pursuant to her resignation,
the Board of Directors appointed Mr. Amit Pandit as an Additional Director (Non-Executive
Independent) of the Company with effect from 28^th May 2025, in accordance with the provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Subsequently, the Members of the Company approved his appointment as a Non-Executive
Independent Director by way of Postal Ballot on 1^st July 2025.

Mr. Subodh Ramakant Nemlekar (DIN-00043795, Non-Executive Director of the Company has
been resigned w.e.f. 09^th February 2026 and in place of him Mrs. Kavita Bhushan Nemlekar (DIN
- 02067121) Non-Executive Director of the Company has been appointed on 09^th February 2026,
subsequently her appointment was regularized by the members of the Company by way of Special
Resolution by the Members through postal ballot on 09^th May, 2026.

Pursuant to the provisions of Section 196 and other applicable provisions of the Companies Act,
2013, the approval of the Members for the continuation of Mr. Mitaram Jangid (DIN: 00043757) as
the Managing Director of the Company after attaining the age of 70 years was obtained by way of a
Special Resolution through Postal Ballot on June 10, 2026. His continuation as Managing Director is
on the existing terms and conditions of his re-appointment, which remain unchanged.

The Board, based on the performance evaluation and recommendation of the Nomination and
Remuneration Committee, is of the opinion that Mr. Vinesh Kumar Singhal possesses the requisite
integrity, expertise, experience and proficiency and continues to fulfil the conditions specified for
an Independent Director under the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations. The Board further believes that his continued association with the Company would be
of immense benefit to the Company.

The Company has received a declaration from Mr. Vinesh Kumar Singhal confirming that he meets
the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI Listing Regulations. The Company has also received confirmation
that he is not disqualified from being appointed as a Director under Section 164 of the Companies
Act, 2013 and that his name is included in the databank of Independent Directors maintained by the
Indian Institute of Corporate Affairs, wherever applicable.

Further, In accordance with the provisions of Sections 149, 150, 152 and other applicable provisions,
if any, of the Companies Act, 2013 (“the Act"), read with Schedule IV to the Act, the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the
Board of Directors, at its meeting held on 05^th August 2026, recommended the re-appointment of
Mr. Vinesh Kumar Singhal (DIN: 08956256) as an Independent Director of the Company for a second

term of five (5) consecutive years, commencing from 28^th September , 2026 up to 27^th September
2031, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has also 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.

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

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

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel
and Employees of senior leadership Position as well as well-defined criteria for the selection of
candidates for appointment to the said positions which has been approved by the Board. The Policy
broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to
the Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial
Personnel. The criteria for selection of candidates for the above positions cover the various factors
and attributes which are considered by the Nomination & Remuneration Committee and the Board
of Directors while selecting the candidates. The above policy along with the criteria for selection is
available on the website of the Company at http://www.sumitwoods.com/investors.php

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the requisite declarations and confirmations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria
of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors
have also confirmed compliance with the requirements of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations.

Based on the declarations and confirmations received, the Board is of the opinion that all the
Independent Directors fulfil the conditions of independence as specified under the Companies Act,
2013 and the SEBI Listing Regulations and are independent of the Management. The Independent
Directors have also confirmed their compliance with the Company's Code of Conduct.

16. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

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

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

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

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

The performance evaluation is conducted in the following manner:

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

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

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

The Independent Directors met separately on 09^th February,2026, without the presence of Non¬
Independent Directors and the Members of Management and discussed, inter-alia, the performance
of Non-Independent Directors and Board as a whole and the performance of the Chairman of the
Company after taking into consideration the views of Executive and Non-Executive Directors. The
Directors expressed their satisfaction with the evaluation process.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 05 (Five) Board Meetings, meeting were convened and held. Details
of meetings of the Board along with the attendance of the Directors therein have been disclosed
in the Corporate Governance Report which forms part of the Annual Report and is attached as an
'Annexure-VI' to this Board's Report

19. COMMITTEES OF THE BOARD:

As on March 31,2026, the Board had constituted four Committees, namely:

-Audit Committee

-Nomination and Remuneration Committee
-Corporate Social Responsibility Committee
-Stakeholders Relationship Committee.

The composition, roles and responsibilities of the Committees are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

During the Financial Year under review, all recommendations made by the Committees of the Board
were accepted by the Board. Details of the composition of the Committees, their terms of reference,
meetings held and attendance of Members are provided in the Report on Corporate Governance
forming part of this Annual Report and is attached as an 'Annexure-IV' to this Board's Report

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the Management Discussion and
Analysis Report, forming part of this Annual Report, and is attached as 'Annexure-XII', provides
a detailed review of the Company's operations, financial performance, industry developments,
business outlook and other matters.

21. 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 employee's 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.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees, and investments made under the provisions of Section 186 of the
Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014,
as on March 31, 2026, are disclosed in the Notes to the Standalone Financial Statements of the
Company. Further, the particulars of loans, guarantees, or investments provided during the year are
furnished in Annexure-V to this Report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

25. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

M/s. SSRV & Associates, Chartered Accountants, Statutory Auditors of the Company have monitored
and evaluated the efficacy of the Internal Financial Control System in the Company, it is in compliance
with the operating system, accounting procedures & policies at all the locations of the Company.
Based on the report of the Internal Audit function, corrective actions in the respective area are
undertaken & controls are strengthened. Significant audit observations, if any, and recommendations
along with corrective action suggested thereon are presented to the Audit Committee of the Board.
The Company is periodically following all the applicable Indian Accounting Standards for properly
maintaining the books of account and reporting Financial Statements.

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

The Company has not entered into any one-time settlement with any bank or financial institution
during the Financial Year under review.

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

No application has been made, or any proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the Financial Year under review.;

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

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

30. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has Six (6) Subsidiary Companies

Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations
during the year 2025-26 are:

1. Sumit Matunga Builders Private Limited

Non-Material subsidiary companies as per the thresholds laid down under the SEBI Listing
Regulations during the year 2025-26 are:

1. Homesync Real Estate Advisory Private Limited,

2. Sumit Hills Private Limited, and

3. Sumit Eminence Private Limited

4. Mitasu Developers Private Limited

5. #Sumit Abode Private Limited

#During the year under review, Sumit Abode Private Limited became a subsidiary of the Company
pursuant to the acquisition of a 64% equity stake by the Company. The Board of Directors, at its
meeting held on 28^th January 2026, approved the said acquisition in one or more tranches.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rules 5 and
8(1) of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the
financial statements of the Company's subsidiary in Form AOC-1 is annexed to this Report along
with Annexure-V

The Policy was revised effective from May 2026 in line with the amendments made to the SEBI Listing
Regulations. The Policy has been uploaded on the Company's website at: http://www.sumitwoods.
com/investors.php

31. RISK MANAGEMENT POLICY

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

32. AUDITORS

(i) Statutory Auditors

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

The Report given by M/s. SSRV & Associates, Chartered Accountants, on the financial statements of
the Company for the financial year ended March 31, 2026 is part of the Integrated Annual Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. SSRV &
Associates, Statutory Auditors, in their report.

(ii) Secretarial Auditor

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

(iii) Internal Auditor:

The Company has appointed M/s. Arunkumar shah & Co Chartered Accountants bearing Firm
Registration Number: 126935W as Internal Auditors of the Company. During the Financial Year
under review, the Internal Auditors carried out audits covering significant business processes and
operational areas based on the annual internal audit plan approved by the Audit Committee.

The significant observations and recommendations arising from the internal audits are periodically
reviewed by the Audit Committee, and corrective actions are monitored by the Management.

33. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees who received remuneration in excess of the
limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The information required under the provisions of Rules 5(2) and 5(3) of the

said Rules was accordingly not applicable and has been appropriately stated in the Directors' Report.

34. NUMBER OF EMPLOYEES:

Details of number of employees in Company as on closure of financial year are as Follow:

35. REPORTING OF FRAUDS BY AUDITORS

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

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

37. INSIDER TRADING REGULATIONS

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

38. CORPORATE SOCIAL RESPONSIBILITY

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act.

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

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 Company's future operations.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 for the year ended March 31,2026 are provided under Annexure III to this report.

40. ANNUAL RETURN

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

41. COMPLIANCE WITH SECRETARIAL STANDARDS

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

42. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. That in the preparation of the annual financial statements for the year ended March 31,2026,
the applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. That such accounting policies as mentioned in Note 1 of the Notes to the Accounts have been
selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as on March 31,2026, 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.

43. ACKNOWLEDGMENTS

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

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

By Order of the Board of Directors
for Sumit Woods Limited

Sd/- Sd/-

Bhushan Nemlekar Mitaram Jangid

Whole-Time Director & Chief Financial Officer Managing Director

DIN:00043824 DIN:00043757

Registered Office:

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

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

Place: Mumbai
Date: 05^th August 2026