CWD Ltd

To The Members,

Your Directors have immense pleasure in presenting the 8^th (Eighth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

( in lakhs)

2. STATE OF AFFAIRS/ REVIEW OF OPERATIONS Standalone

The Total Income of the Company stood at 1800.79 Lakhs for the year ended March 31, 2024 as against 2292.18 Lakhs in the previous year. The Company made a net profit (after tax) of 114.50 Lakhs for the year ended March 31, 2024 as compared to the 216.04 Lakhs in the previous year.

The Total Income of the Company stood at 1800.79 Lakhs for the year ended March 31, 2024 as against 2292.17 Lakhs in the previous year. The Company made a net profit (after tax) of 114.50 Lakhs for the year ended March 31, 2024 as compared to the 215.43 Lakhs in the previous year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the Company has retained the current year profit in the accumulated Profit and Loss account.

4. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

5. DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid and unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

7. SHARE CAPITAL Authorized Share Capital

The authorized share capital of the Company as at March 31, 2024 was 5,00,00,000 (Rupees Five Crore only) consisting of 50, 00,000 (Fifty Lakhs) equity shares of 10 (Rupees Ten) each.

The paid-up Equity Share Capital as on March 31, 2024 was 3,61,14,000 (Rupees Three Crore Sixty-One Lakhs Fourteen Thousand Only) divided into 36,11,400 (Thirty-Six Lakhs Eleven Thousand Four Hundred only) equity shares of 10 (Rupees Ten) each. During the year under review, the Company has not issued any equity shares with or without differential voting rights.

However, the Company has raised 5,52,78,000/- through the allotment of 296,000 Fully Convertible Warrants, made on January 13, 2024, and January 25, 2024. These warrants were issued in accordance with the resolution passed in the Extraordinary General Meeting (EGM) of the members of the Company held on December 20, 2023.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company. 10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES Subsidiaries

As on March 31, 2024, your Company has 3 Subsidiary (CWD Manufacturing Private Limited, CWD Innovations HK Limited & SDG Global Private Limited). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

During the year under review, there has been no change in the subsidiary companies of the Company.

As on March 31, 2024, the Company does not have any associate and joint venture companies.

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

The Consolidated Financial Statements of the Company for the financial year 2024 are prepared in compliance with the applicable provisions of the Act. The audited Consolidated Financial Statements together with the Auditors' Report thereon form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and joint venture in the prescribed Form AOC-1 form is available on the website of the Company at www.cwdin.com

The Annual Return of the Company in Form MGT-7 as provided under Section 92 of the Act is available on the website of the Company at www.cwdin.com

The Board meetings are pre-scheduled well in advance to help Director's to plan their schedules and ensure meaningful participation. However, if the need arises in case of special and urgent business, the Board's approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met Five (5) times during the year under review. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

16. AUDITORS

M/s D G M S & CO., Chartered Accountants (Firm Registration Number: 109823W) were appointed as Statutory Auditor of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on September 29, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor. They have confirmed to the Company that they are not disqualified from continuing to act as the Statutory Auditor of the Company.

The Statutory Auditors' Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review.

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

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Company has appointed Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forms an integral part of this Report as Annexure 1.

There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:

During the financial year 2023-24, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made there under, were not applicable to the Company.

Ms. Amishi Tejas Kothari

In accordance with the provisions of Section 152 of the Act, Ms. Amishi Tejas Kothari, (DIN: 01308348) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Ms. Amishi Tejas Kothari has been given in the Notice convening the Annual General Meeting.

Ms. Himani Bhootra

The Board of Directors has appointed Ms. Himani Bhootra (DIN: 09811030) as an Additional Director, (Non-Executive & Independent) on the Board of the Company with effect from October 20, 2024 to hold office upto the conclusion of the ensuing General meeting. The resolution proposing the appointment of Ms. Himani Bhootra as Non-Executive, Independent Director for a period of five years commencing from commencing from October 20, 2023 to October 19, 2028 is forming a part of Notice of 8^th AGM.

During the year under review, Mr. Rahul Dayama, Independent Director of the Company has resigned from the position of Directorship of the Company with effect from October 19, 2023. Your Board of Directors has placed on record its appreciation for the valuable guidance and services rendered by Mr. Rahul Dayama during his tenure as Director of the Company.

Mr. Abhishek Lohia was appointed as Company Secretary with effect from May 17, 2022. However during the year, he has tender his resignation on April 13, 2023.

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management; possess the requisite integrity, experience, expertise, proficiency, and qualifications.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programmed. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Company's business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the

Company.

In compliance with the Act and Listing Regulations, the Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. COMMITTEES OF THE BOARD

The Audit Committee of the Company is constituted as per Section 177 of the Act. The Audit Committee acts as a link between the Statutory Auditors, Internal Auditors and the Board of Directors. Its purpose, amongst others, is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory, internal audit activities and related party transactions.

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor's Limited Review Report thereon / Audited Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard. Review the Management Discussion & Analysis of financial and operational performance. Review the investments made by the Company. All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

In compliance with Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee.

The terms of reference of the Committee inter alia, include the following: Succession planning of the Board of Directors and Senior Management Employees; Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy and the same can be accessed at

https://www.cwdin.com/pdf/CorporatePolicies/Remuneration%20Policy.pdf

In compliance with the provisions of Section 178 of the Act, the Board has constituted the Stakeholders' Relationship Committee. The Stakeholders' Relationship Committee (‘SRC') considers and resolves the grievances of shareholders, and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

The terms of reference of the Committee are:

Transfer/Transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates relating to other securities;

Issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

To grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; Monitoring expeditious redressal of investors / stakeholders grievances; all other matters incidental or related to shares, debenture.

During the year, no complaints were received from shareholders. There are no balance complaints.

The Company had no share transfers pending as on March 31, 2024.

Mr. Tejas Kothari is the Compliance Officer.

21. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

Since the Company has not accepted any deposits during the financial year ended on March 31, 2024, there has been no non-compliance with the requirements of the Act.

The Company has in place a policy for remuneration of Directors and KMP as well as a well-defined criterion 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) and KMP.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at the website of the Company and can be accessed at www.cwdin.com

The Board of Directors of the Company also formulated and adopted the policy on the ‘Diversity of the Board'. The details of the same are available at the website of the Company and can be accessed at www.cwdin.com

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. This framework is intended to assist in decision making process that will minimize potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives. Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

To oversee and review the Vigil Mechanism/ Whistle-Blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company's Code of Conduct. The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under the Whistle Blower Policy.

The Whistle Blower Policy has been posted on the website of the Company at www.cwdin.com

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, forms an integral part of this Report as Annexure 2.

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) 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; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company's internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on the website of the Company at www.cwdin.com There was no employee in the Company who drew remuneration as per the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

The Board of Directors has adopted a policy on related party transactions. As per the Policy on related party transactions, all transactions with related parties were reviewed and approved by the Audit Committee. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a half yearly basis for its review. The Policy on Related Party Transactions is available on the website of the company at www.cwdin.com The objective of the policy is to ensure proper approval, disclosure and reporting of transactions that are or may be executed by and between the Company and any of its related parties. All the transactions/contracts/arrangements, falling within the purview of provisions of section 188 of the Act, entered by the Company with related parties during the year under review are in ordinary course of business and an arm's length has been maintained in the transaction. The Company has not entered into any new material contract or arrangement with related parties during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its equity shares are listed.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year, no complaint was received by the Company.

No material changes and commitments, have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a "Going Concern"

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

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

During the Financial Year 2023-24, the Company has not made any onetime settlement with any Bank or Financial Institutions.

The Business Responsibility and Sustainability Report as required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is not applicable to the Company.

During the Financial Year under review:

a) The Company has not issued Equity Shares with differential rights as to dividend, voting or

otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b) The Company has not issued any Sweat Equity Shares to its Directors or employees.

c) No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.

d) There was no revision of financial statements

e) The Company has not made any provisions of money or has not provided any loan to the

employees of the Company for purchase of shares of the Company, pursuant to the provisions of

Section 67 of the Act and Rules made thereunder.

f) The Company's securities were not suspended.

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.