Cindrella Hotels Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS:

Cindrella Hotels Limited is a listed entity involved in hospitality, travel and tourism sector and operating a reputed 4 star facility hotel at Siliguri in north Bengal. A portion of its revenues also comes from sale of food and beverages at its restaurant and operation of health club, park rental for marriages and other occasions, which are all clubbed into the sale of services category. It is also engaged in the business of rendering all other allied tourism services to both domestic and international travelers visiting Darjeeling district, state of Sikkim and Bhutan.

OPPORTUNITIES AND THREATS :

The Company has successfully taken advantage of the increased tourist interest and inflow by developing/offering attractive travel packages at lucrative rates for both domestic and foreign visitors. The Company saw the possibility of boosting its earnings from occasions such as marriage receptions, fairs etc. over and above the rentals. In order to maximize its earnings, the Company has put more emphasis on expanding its own catering business at various occasions/events. Natural disasters and probable political disturbances remain an imminent threat for the Company s business.

OUTLOOK :

The season falling under the F.Y. 2024-25 went on positive note with tourist inflow into the region resulting in fairly positive earnings for the Company during the year. The Company has undertaken successful efforts to off-set the possibilities of revenue loss from natural disasters such as landslides, by seeking to generate more revenues from its marriage rentals, catering business and other allied services. Due to this, the outlook for the current year outlook remains positive.

RISKS AND CONCERNS AND CAUTIONARY STATEMENT :

The company s objectives, projections, estimates and expectations as stated herein are in the nature of forward looking statements within the meaning applicable under the securities laws and regulations. As forward looking statements are based on certain assumptions and expectations of future events over which the company exercises no control, the company cannot guarantee their accuracy nor can it warrant that the same will be realized by the company. Actual results could differ materially from those expressed or implied. Significant factors that could make a difference to the company s operations include domestic and international economic and political conditions affecting the industry, changes in foreign exchange rates, government regulations, tax regimes and other statutes.

SEGMENT-WISE PERFORMANCE :

This is not applicable in the area of operations of your company.

INTERNAL CONTROL SYSTEMS AND ADEQUACY :

The Company has proper internal controls systems and its adequacy has been reported by its auditors in their report. The company s internal control systems are commensurate with the nature of its business and the operations.

Systems have been put in place to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized, recorded and reported. The Board duly considers and takes appropriate action on the recommendations made by the statutory auditors and the independent Audit Committee of the Board of Directors.

FINANCIAL PERFORMANCE REVIEW Revenue

The Company s revenue from operations is Rs. 939.09 lacs and total income is Rs.946.06 lacs for the year ended March 31, 2025 as compared to Rs. 812.39 lacs and Rs. 820.35 lacs respectively for the year ended March 31, 2024. Expenditure

The Company s total expenditure was to Rs. 918.89 lacs for the year ended March 31, 2025as against Rs. 792.89 lacs for the year ended March 31, 2024.

Finance costs

Finance costs were Rs.26.60 lacs for the year ended March 31, 2025 (previous year figure was Rs. 6.46 lacs).

Profit after tax

The Company s profit after tax is Rs. 20.35 lacs for the year ended March 31, 2025 as compared to profit of Rs. 65.64 lacs for the year ended March 31, 2024.

EPS

The earnings per share for the year ended March 31, 2025 was Rs. 0.57 as compared to Rs. 1.84 per equity share of Re.10 /- each in the previous year.

CHANGES IN KEY FINANCIAL RATIOS:

Pursuant to provisions of Regulation 34 (3) of SEBI (LODR) Regulation, 2015 read with Schedule V part B(1) details of changes in Key Financial Ratios is given hereunder:

Sr.No	Particulars	31.03.2025	31.03.2024	Percentage change	Basis of Calculation	Reasons of or Variance (Provided, Difference of More than 25% from Preceding Year Exists)
1	Current Ratio	2.64	2.20	16.99%	Current Ratio is a ratio of Current Assets of the company to the Current Liabilities . Current assets are those that can be converted in to cash within one year, while current liabilities are obligations expected to be paid within one year. For this purpose, we have taken Rs. 2,95,40,110.14 as Current Assets and Rs. 1,11,70,580.69 as Current Liabilities. Debt Equity Ratio is a ratio of Long-Term Debt held by the company to the Shareholders Equity . This ratio indicates the	N/A
2	Debt Equity Ratio	0.23	0.13	42.93%	proportion of debt fund in relation to equity. For this purpose, we have taken Rs. 2,64,53,381.73 as Long Term Debt and Rs.11,64,79,204.87 as Shareholders Equity. Debt Service Coverage Ratio is a ratio of Earnings Available for Debt Services to (Interest + Installments) . Lenders are interested in this ratio to judge the firms ability to pay off	Due to borrowings in current year there is 42.93% increase in Debt equity ratio.
3	Debt Service Coverage Ratio	-	-	-	current interest and installments. Since the company doesnt have any Current Maturities of Long Term Loan, calculation of this ratio is not relevant for the company. Return on Equity measures the profitability of Equity Funds invested in the firm. It is the percentage of Net Profit after Taxes over the Networth of the company. It is one of the most	N/A The Company declared Dividend in current year and made expenses for development and renovation of Hotel as seen
4	Return on Equity	1.75%	5.55%	-217.35%	important indicators of a firms profitability and potential growth. For this purpose, we have taken Rs.20,35,331.27 as Net Profit after Taxes and Rs. 11,64,79,204.87 as Net Worth. This ratio, also known as Stock Turnover Ratio, establishes the relationship between the cost of goods sold during the year and average inventory held during the year. It measures the	in addition of PPE. This is the major reason behind a - 217.35% change in the ratio from previous year.
5	Inventory Turnover Ratio	1.62	1.90	-16.92%	efficiency with which a firm utilizes or manages its inventory. For this purpose, we have taken Rs. 2,32,25,924.65 as Cost of Goods Sold and Rs. 1,43,07,398.92 as Average Inventory. Trade Receivables Turnover Ratio is the ratio between Credit Sales and Average Trade Receivables during the year. This ratio throws light on the collection and credit policies of the	N/A
6	Trade Receivables T urn over Ratio	19.51	61.15	-213.41%	firm. For this purpose, we have taken Rs. 93908654.3 6 as Credit Sales and Rs.13,28,619.85 asAverageTrade Receivables held during the year. Trade Payables Turnover Ratio is the ratio between Credit Purchases and Average Trade Payables during the year.This ratio measures how fast a company makes payment to its	The change in Trade Receivable Turnover Ratio is due to increase in sales and decrease in average debtors
7	Trade Payable Turnover Ratio	0.48	9.10	-1803.76%	creditors. For this purpose, we have taken Rs. 2,21,88,186.93 as Credit Purchases and Rs. 48,13,375.33 as Average Trade	N/A
					Payables held during the year.
8	Net Capital Turnover Ratio	0.81	0.69	14.88%	Net Capital Turnover Ratio is the ratio between Total Sales of the Company and Net Worth of the Company. For this purpose, we have taken Rs.9,39,08,654.36 as Total Sales and Rs.11,64,79,204.87 as the Net Worth of the Company	N/A
9	Net Profit Ratio	2.17%	8.08%	272.82%	Net Profit Ratio measures the relationship between Net Profit -and Sales of the business. For this purpose, we have taken Rs.20,35,331.28 as Net Profit and Rs. 9,39,08,654.36 as Sales.	The Company declared Dividend in current year and made expenses for development and renovation of Hotel as seen in addition of PPE. This is the major reason behind a -272.82% change in the ratio from previous year.
10	Return on investment	1.75%	5.55%	-217.35%	Return on Investment is one of the most important ratios. It is the percentage of Return on Funds Invested in the business by its owners. In short ,this ratio tells whether or not all the efforts put into the business is worthwhile. For this purpose, we have taken Rs. 20,35,331.27 as Returns and Rs.11,64,79,204.87 as Investments.	The Company declared Dividend in current year and made expenses for development and renovation of Hotel as seen in addition of PPE. This is the major reason behind a - 217.35% change in the ratio from previous year.
					Return on Capital Employed is another variation of Return on Investment. It is calculated as Earnings before Interest and	The Company, being a part of Hotel and Restaurant Industry, was affected adversely by the Covid-19
11	Return on Capital Employed	3.58%	2.41%	32.66%	Taxes upon Capital Employed . For this purpose, we have taken Rs.53,77,619.03 as Earnings Before Interest and Taxes and Rs. 15,00,99,513.59 as Capital employed (which is the difference between Total Assets and Current Liabilities of the Company)	Pandemic which was at its peak during he F.Y.2020-21.As a result, the Earnings before Interest and Taxes of the company declined severely and the Current Liabilities were increased. This is the major reason behind a32.66%changein the ratio from previous year.

DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS :

There have been no material developments in Human Resources / Industrial Relations front. The industrial relations climate of the company continues to remain harmonious and cordial with focus on improving productivity, quality and safety. The Company has 96 permanent employees on its rolls.

Disclosures pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Sl. No.	Name of the Director/KMP and Designation	Remuneration of Director/KMP for financial year 2024- 25 (Rs In lakhs)	% Increase in Remuneration in the Financial year 2024- 25	Ratio of remuneration of each director/ median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Sangita Devi Baid, Director	--	--		--
2	Vivek Baid, Managing Director	--	--		--
3 .	Subhajit Mukherjee, Company Secretary & CFO	3.12	20.29%		--

Companys Report on Corporate Governance.

Companys Philosophy & Corporate Governance

The Company strives to follow the best corporate governance practices in order to foster a culture of compliance and obligation in the organization. The Company is in compliance with the provisions of Corporate Governance specified in the Listing Agreements with the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Limited. The Company is committed to meet the expectations of all its stakeholders as a responsible corporate citizen.

Board of Directors

The Board of Directors of the Company comprises of 4 Directors, 1 Non-Executive Director, 1 Managing Director and 2 Independent Directors. The Directors possess experience and specialization in diverse fields, such as project management, legal, banking, finance, administration, etc. The composition of the Board and category of Directors are as follows:

Category	Name of Directors	Designation	No. of Shares held as on 31 st March,2025
Chairman &Non Executive Director KMP	Sangita Devi Baid Vivek Baid	Director Managing Director	126010 863498
Independent Directors	Sunil Choraria	Director	0
	Shri Anup Kumar	Director	0
	Bhattacharya

Availability of information to the members of the Board

The Board has quick and comprehensive access to information about the Company. The Board periodically reviews status of compliance of all laws applicable to the Company as well as steps taken to rectify instances of non-compliance.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board with specific focus on the performance and effective functioning of the Board and individual Directors and the criteria for evaluation of Board of Directors as a whole or for Individual Directors are considered optimum and are being continued without any changes thereto.

Audit Committee / Vigil Mechanism

The Audit Committee of the Company presently comprises all 4 Directors and is duly constituted. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings. The Company has a Whistle-Blower Policy in place forits Directors and employees to report concerns aboutunethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct. The Policy provides for protected disclosures for the Whistle- Blower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistle-Blower Policy can be accessed on the Company s website: http://cindrellahotelsltd.com/

Nomination and Remuneration Committee

The Committee presently comprises all 4 Directors and is duly constituted. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings.

Stakeholders Relationship Committee

The Committee presently comprises of 1 Non-Executive Director (who is the Chairman of the Company),the Managing Director and 1 Independent Director. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings.

Company?fs Policy On Director Appointment And Remuneration Including Criteria For Determining Independence

Your Company recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. Therefore the Company continues to adhere to the remuneration policy formulated for its directors, key managerial personnel and other employees keeping in view the following objectives: a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully. b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals. Likewise recognizing the importance of Independent Directors in achieving the effectiveness of the Board your Company retains the policy formulated in this regard.

The Independent Directors shall abide by the " Code for Independent Directors " as specified in Schedule IV to the

Companies Act, 2013.

Other directorships / committee memberships

The Board members have adequate time and expertise and experience to contribute to effective Board performance. The Directorships/Memberships of the Board members in the Boards / various Committees of the Board of other companies are within the limits specified in this regard. Mr. Subhajit Mukherjee, Company Secretary & CFO, the Compliance Officer of the Company regularly interacts with Registrar and Share Transfer Agents (RTA) to ensure that the complaints/grievances of the Shareholders/Investors are attended to without any delay and where deemed expedient, the complaints/grievances are referred to the Chairman of the Committee or discussed at its meetings.

No Shareholders complaints were reported and no complaints are pending at the end of the financial year 2024-25. (a) Compliance Officer

Name of the Compliance Officer	Sri Subhajit Mukherjee
Telephone	98324-91244

Share Dealing Code

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company formulated the Company s Corporate Policy for Code of Internal Procedures and Conduct for Prevention of Insider Trading in Shares & Securities of the Company by its employees, the Company s code inter alia prohibits purchase/sale of Shares of the Company by employees while in possession of unpublished price sensitive information in relation to Company.

General Shareholder Information

(a) 39 th Annual General Meeting

Day/Date Time Venue

Wednesday/24.09.2512:30 p.m. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM). (b) Equity Shares Listing on Stock Exchange: i) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001; ii) The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata 700 001.

(c) The Company has complied with mandatory requirements of the Listing Agreements and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(d) Registered Office

The Registered office of the company is situated at 3 rd Floor, 9, Mangoe Lane, Kolkata-700001. (e) Script Information

Particulars	Script Code/ Information
Bombay Stock Exchange Limited	526373
Face Value	Rs.10/- each

(f) Registrar & Share Transfer Agents

M/s Niche Technologies Private Limited has been appointed as one point agency for dealing with shareholders. Shareholders correspondence should be addressed to the company s Registrar & Share

Transfer Agent at the address mentioned below:

M/s Niche Technologies Pvt. Limited Registrar & Share Transfer Agent

3A Auckland Place, 7 th Floor, Room No 7A & 7B, Kolkata 700017 Phone No : 033-2235-7271/7270/3070 EDP Centre : 2666-4775/0693 Fax: 033-2215-6823.

Green Initiative in the Corporate Governance

As part of the Green Initiative process, the Company has taken an initiative of sending documents like notice calling Annual General Meeting, Corporate Governance Report, Directors Report, Auditors Report, Audited Financial Statements, dividend intimations etc, by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the depositories / Registrar and Transfer Agent and for the bounced-mail cases. Shareholders are requested to register their email id with Registrar and Transfer Agent /concerned Depository to enable the Company to send the documents in electronic form or inform the Company in case they wish to receive the above documents in paper mode.