As on: Sep 23, 2026 10:42 PM
Dear Members,
We are pleased to present the 30th Annual Report of the Company, along with the audited financial statements (both Consolidated and Standalone) for the year ended 31st 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 1st 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 20th 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 28th 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 30th 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 30th Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment. The Board of Directors has recommended his re-appointment
for the approval of the Members at the ensuing AGM.
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 28th 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 28th 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 1st July 2025.
Mr. Subodh Ramakant Nemlekar (DIN- 00043795, Non-Executive Director of the Company has been resigned w.e.f. 09th February 2026 and in place of him Mrs. Kavita Bhushan Nemlekar (DIN - 02067121) Non-Executive Director of the Company has been appointed on 09th 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 09th 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 05th 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 28th September, 2026 up to 27th 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 09th February,2026, without the presence of NonIndependent 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. SSR& 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
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. Mitsau 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 28th 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 21st Annual General Meeting till the conclusion of the 25th 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 26th Annual General Meeting till the conclusion of the 31st 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 Summit Woods Limited
Sd/- Bhushan Nemlekar Whole-Time Director & Chief Financial Officer DIN: 00043824
Sd/- Mitaram Jangid Managing Director DIN: 00043757
Registered Office: B-1101, Express Zone, Diagonally Opp. to Oberoi Mall, W.E. Highway, Malad (East), Mumbai - 400097
Place: Mumbai
Date: 05th August 2026
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