Mahasagar Travels Ltd Directors Report

To

The Members,

Mahasagar Travels Limited

Your directors have great pleasure in presenting the 32 nd Boards Report on Companys business and operation, together with their Audited Statement of Accounts of the Company for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

Particulars	Year ended on 31.03.2025 (Rs.)	Year ended on 31.03.2024 (Rs.)
Total Revenue	36,81,76,686.59	44,29,93,254.83
EBIDTA	1,90,43185.94	2,25,71,147.09
Profit or (Loss) before tax	25,83,327.13	39,73,129.92
Less: Current Tax	7,80,000	6,00,000
Deferred Tax	0	0.00
Profit /(Loss) for the year	18,03,327.13	33,73,129.92
Less: Income Tax Items not classified in Profit and Loss Account	0	0
Other Comprehensive Income	0	0
Total Comprehensive Income for the Period	18,03,327.13	33,73,129.92
Less: Appropriation	0	0
Adjustment Relating to Items not classified in profit and loss account	0	0
Transferred to General Reserve	0	0
Closing Balance of Profit and Loss Account	18,03,327.13	33,73,129.92

2. DIVIDEND:

In view of requirements of funds, the Board of Directors of the Company has shown their inability to recommend payment of Dividend.

3. STATE OF COMPANYS AFFAIRS

Since the Company is engaged in providing service to the tourists of the state and thereby in the engagement of the service sector industry since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However, the management has taken care of the fluctuation in petroleum products by creating retail outlet.

4. TRANSFER TO RESERVES

No amount has been transferred to General reserve Account.

5. CAPITAL STRUCTURE

Total Paid up share capital of the company stood at 7,86,35,000 consisting of 78,63,500 equity shares of Rs 10/- each. The company has not issued shares with differential voting rights, Employee Stock Options or Sweat Equity Shares. During the year under review there is no change in the capital structure of the company.

6. ANNUAL RETURN

Pursuant Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual Return of the company for the FY 2024-25 will be placed on following web link: https://mahasagartravels.com/#/SEBIComplianceFile

7. UNCLAIMED SHARES DEMAT SUSPENSE ACCOUNT

There were no unclaimed shares to be kept in the demat suspense account.

8. DETAILS ABOUT SUBSIDIARY COMPANIES:

There is no subsidiary company of the company during the year under review.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. They have selected such accounting policies and applied them consistency 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 at the end of the financial year ended on 31st March, 2025 and of the profit and loss of the Company for that period.

3. They have taken proper and sufficient care 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.

4. They have prepared the annual accounts on a going concern basis

5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

10. RISK MANAGEMENT

The Board of the Company has constituted a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

11. COMMITTEES OF THE BOARD

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Following statutory committees constituted by the board function according to their respective roles and defined scope:

• Audit Committee of directors

• Nomination and Remuneration Committee

• Risk Management Committee

• Stakeholders Relationship Committee

Details of various committees including composition and meetings of committees of the board held during the financial year are given in the Report on Corporate Governance section forming part of the Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

Board has met Eight times during the financial year, the details of which are given in Corporate Governance Report in this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March, 2025, your company has 8 directors, which includes 3 Independent Directors, 3 NonExecutive Non-Independent Directors, 1 Executive Director and 1 Managing Director. Your company has appointed 1 Company secretary pursuant to Section 203 of the Companies Act, 2013 designated as a compliance officer of the company.

CHANGES IN BOARD OF DIRECTORS:

The Board of Directors of the company at its meeting held on Saturday, 30th March, 2024 has considered and approved the Appointment of Ms. Deepaben Dharmdasbhai Tejvani, as an additional director under the capacity of Non-Executive Independent director of the company with effect from 1st April, 2024 to hold office till the conclusion of next General Meeting.

Subsequently, appointment of Ms. Deepaben Dharmdasbhai Tejvani was approved by the members in the 31st Annual General Meeting of the company held on 29th June, 2024 as a Non-Executive Independent Director to hold office for a first term of 5 consecutive years with effect from 01st April, 2024 till 31st March, 2029. Apart from this, there are no such changes in the board of directors during the financial year 20242025.

NON-EXECUTIVE NON-INDEPENDENT DIRECTORS:

Mr. Ravi S. Karia, Mr. Abhay J. Sukhwani and Ms. Kavita A. Bachani are Non-Executive Non-Independent Directors of your company.

DIRECTORS RETIRING BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013 Mr. Prakashbhai Kanjibhai Kakkad (DIN: 02355435), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Appropriate resolution for his re-appointment is being placed for approval by the shareholders of the company at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

The Following Personnel are the list of KMPs as per definition under section 2(51) and section 203 of the Act.

1. Mr. Bhagchand G. Sukhwani, Managing Director, CEO;

2. Mr. Prakashbhai Kanjibhai Kakkad, Chief Financial Officer;

3. Mr. Chirag I. Sangatani, Company Secretary & Compliance officer

Based on recommendation of Nomination and Remuneration Committee, the board of directors at their meeting held on 30th December, 2023 has considered and approved the re-appointment of Mr. Bhagchand G Sukhwani as a Managing Director and CEO for a further term of Five years with effect from 01st January, 2024 till 31st December, 2028. Accordingly, his appointment was approved by the shareholders in the 31st Annual general meeting held on 29th June, 2024.

Based on recommendation of Nomination and Remuneration Committee, the board of directors at their meeting held on 30th December, 2023 has considered and approved the re-appointment of Mr. Prakashbhai Kanjibhai Kakkad as an executive Director and Chief Financial Officer with effect from 01st January, 2024 till he attains the age of 70 years i.e., 27th November, 2025. Accordingly, his appointment was approved by the shareholders in the 31st Annual general meeting held on 29th June, 2024.

INDEPENDENT DIRECTORS:

Pursuant to the provision of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013, Mr. Rajiv N. Mehta (DIN: 07898792) was appointed as an Independent Director of the company for a second consecutive term of 5 years i.e., 25th September, 2022 to 24th September, 2027 by way of Special Resolution passed at the 29th Annual General Meeting held on 24th September, 2022.

Further Mr. Jasubhai Nanjibhai Barevadia (DIN: 0855142) was re-appointed as a non-executive independent director of the company for a second term of five consecutive years with effect from 29th September, 2024 till 28th September, 2029 in the meeting of board of directors held on 27th May, 2024. His appointment was approved by the members by passing a special resolution in the 31st Annual General meeting held on 29th June, 2024.

Further Ms. Deepaben Dharmdasbhai Tejvani (DIN: 10565065) was appointed as a non-executive independent director of the company for a term of five consecutive years with effect from 01st April, 2024 till 31st March, 2029 by the shareholders of the company by passing a special resolution in the 31st Annual General meeting held on 29th June, 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the companies act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 29th March, 2025.

The Independent Directors at their meeting, inter alia, reviewed the following: -

• Performance of non-independent directors and Board as a whole

• Performance of the chairman of the company, taking into account the views of Executive Directors and non-executive directors.

• Assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and Regulation 16(b) of the SEBI Listing Regulations 2015.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our board with the business of the company, industry in which the company operates, business model, challenges etc. through various programs which includes interaction with subject matter expert within the company, meeting with our business leads and functional heads on regular basis.

The Familiarization program for Independent Directors is available on the website of the company at mahasagartravels.com.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report. Further detailed policy on Directors Appointment and remuneration is available on the companys website at www.mahasagartravels.com.

16. POLICIES

We seek to promote and follow the highest level of ethical standard in our business transactions. The SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 mandates the certain policies for all listed companies. All policies are available on our website www.mahasagartravels.com The policies are reviewed periodically by the Board of directors and update based on the need and new compliance requirement.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder, the Company has formulated and implemented Vigil Mechanism / Whistle Blower Policy for disclosing of any unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. Detailed Vigil Mechanism policy is posted on Companys Website at www.mahasagartravels.com.

18. SECRETARIAL STANDARDS

The directors state that applicable Secretarial standards i.e., SS-1 and SS-2 related to Meetings of Board of Directors and General Meetings have been duly followed by the Company.

19. STATUTORY AUDITORS:

On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, M/s B H Advani & Associates, Chartered Accountants, FRN: 117127W was appointed as a Statutory Auditor of the Company at the 29th AGM of the company held on 24th September, 2022 till the conclusion of 34th AGM of the company to be held in the year 2027 at a remuneration as may be approved by the Board.

The company had received the Consent and Eligibility Certificate in accordance with section 139, 141, and other applicable provisions of the companies act, 2013, from M/s B H Advani & Associates.

20. SECRETARIAL AUDITOR:

Pursuant to the provision of section 204 of the Companies Act, 2013 read with rules made thereunder, The Board of directors has appointed CS Kishor Dudhatra, Practicing Company Secretary as Secretarial Auditor of the company for the financial year ended March 31, 2025 for conducting the secretarial audit as required under the provision of Companies Act, 2013 who had given his consent and eligibility to act as the Secretarial Auditors of the company.

Further as per SEBI (Listing obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 read with SEBI Circular SEBI/HO/CFD/CFD-PoD/CIR/P/2024/185 dated December 31, 2024, The Board of Directors as their meeting held on May 28, 2025 has appointed CS Kishor Dudhatra, Practicing Company Secretaries who is a peer reviewed company secretary, as a secretarial auditor of the company for a period of five consecutive years commencing from FY 2025-2026 till FY 2029-2030 subject to approval of shareholders in the 32nd Annual General Meeting of the company. CS Kishor Dudhatra has given his consent and eligibility to act as the secretarial auditor of the company.

21. AUDITORS REPORT:

(a) Statutory Audit Report:

Standalone financial statements of the Company have been prepared in accordance with IND AS notified under section 133 of the Act.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remarks for the financial year ended 31st March, 2025. Hence, no further explanation or comment is required under section 134(3)(f) of the companies act, 2013

The Statutory Auditor of the company has not reported any fraud to the Audit Committee of directors as specified under section 143(12) of the act, during the year under Review.

(b) Secretarial Audit Report:

The Secretarial Report given by CS Kishor Dudhatra in form MR-3 is annexed as an Annexure-IV integral part of this report. There are no adverse remarks on the secretarial audit report and other details are selfexplanatory.

The Company was unable to comply with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to newspaper advertisement of quarterly/half yearly/yearly financial results for the FY 2024-25 due to unavoidable circumstances. Company will ensure proper and timely compliance of LODR Regulations, Guidelines and other statutory compliances.

22. COST AUDIT:

During the relevant period for the purpose of Section 148 of the Companies Act, 2013 read with the rules made thereunder, maintenance of cost records and requirement of cost audit are not applicable for the business activities carried out by the Company. Applicable provisions of Cost Audit compliance, if any, were dealt separately.

23. CERTIFICATION OF STATUS OF DIRCETORS QUALIFICATION

Pursuant to Regulation 34(3) and Schedule V para-C clause (10)(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 certification of non-disqualification of directors is attached as Annexure-V to this report.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year, the Company has not granted any loans to or provided any guarantees or securities under Section 186 of the Companies Act, 2013.

25. DEPOSITS FROM PUBLIC

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

26. TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the company during financial year with related parties were in the ordinary course of business and on arms length basis and do not falls under the scope of Section 188(1) of the Companies Act, 2013.

Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in form AOC-2 which is annexed as Annexure- III.

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

CONSERVATION OF ENERGY:

Since Your Company is engaged in service activity the said statement is not applicable and Companys policy is to obtain best economic average from the transportation services provided by their vehicles.

TECHNOLOGY ABSORPTION:

Since Your Company is engaged in service activity the said statement is not applicable. Company had adopted policy to purchase latest technology transportation vehicles which provides maximum economic fuel average.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The companys business activity is restricted to domestic level only and deals in rupee currency, no any foreign currency is earned or expended.

28. CORPORATE SOCIAL RESPONSIBILITY:

Since The company does not fall under the purview of Section 135 of companies Act, 2013. Hence, no Corporate Social Responsibility initiatives have been taken during the year.

29. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company occurred during the financial year and till the date of this report.

30. PARTICULAR OF EMPLOYEES

The information on Remuneration required under Section 197 of the Act read with rule 5(1) of the Companies Act (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive directors	Ratio to median
BHAGCHAND GORDHANDAS SUKHWANI	4.95:1
PRAKASHBHAI KANJIBHAI KAKKAD	3.17:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year

There is no change in the remuneration of Mr. Bhagchand G Sukhwani, Managing Director for FY25 over the previous financial year.

There is no change in the remuneration of Mr. Prakashbhai Kanjibhai Kakkad, Executive Director and Chief Financial Officer for FY25 over the previous financial year.

The percentage increase in the remuneration of Mr. Chirag I. Sangatani, Company Secretary of the company for FY25 is 4.90% over the previous financial year.

c. The percentage increase in the median remuneration of employees in the financial year*-

The remuneration of MD & CFO is Rs. 54,165 and Rs. 34,666 p.m. respectively. Further, company operated the buses hence most of the employees of the company are driver category and due to high attrition and irregular presence the salary of average employees is around Rs. 10950/- So in our case comparison of median salary of employee and KMP is not comparable.

d. The number of permanent employees on the rolls of Company:

72 Employees.

e. The explanation on the relationship between average increase in remuneration and Company performance

On an average there is 8.75% decrease in the remuneration of employees. The decrease in remuneration due to irregularity of drivers and is in line with the market trends in the respective industries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individuals performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

Aggregate remuneration of key managerial personnel (KMP) in FY 24-25	13,66,260
Revenue	36,81,76,686.59
Remuneration of KMPs (as % of revenue)	0.37%
Profit before Tax (PBT)	25,83,327.13
Remuneration of KMP (as % of PBT)	52.89 %

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars	March 31, 2025	March 31,2024	% Change
Market Capitalization	5,64,59,930	6,14,13,935	-8.07%
Price Earnings Ratio	31.22	18.16	71.91%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

Market Price (BSE)

As per note given below

The shares of companies are thinly traded and there is no such volume of trading in the scrip of the company.

Hence the data pertain to above is not comparable.

i. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particulars	BHAGCHAND GORDHANDAS SUKHWANI	PRAKASHBHAI KANJIBHAI KAKKAD	CHIRAG ISHWARLAL SANGATANI
Remuneration in F.Y. 20242025	649980/-	415992	3,00,288
Revenue	36,81,76,686.59
Remuneration as % of	0.18 %	0.11%	0.08%
Revenue
Profit before Tax	25,83,327.13
Remuneration as % of PBT	25.16%	16.10 %	11.62 %

k. The key parameters for any variable component of remuneration availed by the directors: N.A.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

31. PERFORMANCE EVALUATION OF BOARD, COMMITTESS, AND INDIVIDUAL DIRECTORS:

In pursuance of section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI Listing Regulations 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, and of its Committees and individual directors. A structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, the composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance etc.

The Board of Directors took note of the observations on board evaluations carried out during the year.

32. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY:

The company has implemented and evaluated the Internal Financial controls which provide a reasonable financial control which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statues and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The internal Audit reports were reviewed periodically by Audit Committee as well as by Board of Directors.

33. PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The company is dedicated to establishing and maintaining a workplace that is free from all forms of discrimination and harassment including sexual harassment for all employees.

The Company has in place a gender neutral Anti-Sexual Harassment Policy at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable rules.

Your directors further state that during the financial year under review, no complaints related to sexual harassment were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there are no cases pending as of March 31, 2025.

34. INSURANCE:

All the assets of the Company have been adequately insured.

35. LISTING:

At present, your Companys Securities are listed on the BSE Limited.

36. Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy code 2016

There was no Insolvency Resolution process initiated against the Company during the year.

37. DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES:

As on date of this report company is having connectivity with both the depositories viz. NSDL and CDSL for dematerialization of shares.

ISIN: INE007G01014

REGISTRAR AND SHARE TRANSFER AGENT

MUFG Intime India Private Limited (Unit: Mahasagar Travels Limited)

(Formerly Known as Link Intime India Private Limited)

506-508 Amarnath Business Centre-1 ABC-1, Beside Gala Business center

Near St. Xaviers Collage Corner, off C G Road,

Navrangpura, Ahmedabad -380006

38. REGULATORY STATEMENT:

In conformity with the provision of Regulation 34 of the Listing regulation, the cash flow statement for the year ended on 31st March, 2025 is annexed to the accounts.

39. CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as per Listing Obligation and Disclosure Requirement (LODR) Regulation, 2015 and stock exchange where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. MANAGEMENT DISCUSSION

1. INDUSTRY OUTLOOK:

Travel and tourism industries are being promoted by government. Gujarat Government is actively promoting tourism facilities and destinations in the state. With the increase in travelling tendency of people for the leisure and business overall industry is viewing good prospects.

2. OPPORTUNITIES AND THREATS:

Government of Gujarat is promoting tourism in all spheres. Further medical tourism and development of infrastructure facilities have made Gujarat a tourist destination. Since the Company has started business in real estate sector, petroleum sector and been engaged in to the service sector, the main concern of the management is to provide best quality services to the customer. Safety, discipline as to the timing, comfort is the main parameters. Government policies and regional policies can affect the performance of the company. New players are joining in the competition. Company is planning to develop more area related to tourism, hotel business and infrastructure facilities and in construction & real estate fields. International market is very volatile nowadays with respect to petroleum products and real estate sector in India facing many challenges for the new development. Change in crude oil price and fluctuation in currency plays a vital role in the profitability of the company.

3. INITIATIVES

As we know that the customers are becoming more quality conscious which calls for continuous up gradation in the available methods and the technology deployed which will yield better realization to the company. Another niche for the Company is to maximum utilization of the Parcel business which can earn maximum revenues to the company at a negligible cost. Growing competition and drastic change of the life style of the people thereby to constantly make better quality service to satisfy the need of people is the concern of the management. Company is planning to grab infrastructure development opportunities related to real estate, travel and tourism.

4. RISKS AND CONCERNS:

Company is in travel business and major fluctuation in the price of the petroleum product is having vital impact on the profitability and performance. International market having great effect on increase in the crude price and increase in dollar value against the rupee is also a matter of concern.

Realty sector in India has shown some slow movements, market is becoming steadier and higher inflation rate leads government to curb financial resources to realty sector.

5. INTERNAL CONTROL SYSTEM:

The Company has adequate system of control implemented by the management towards achieving efficiency in the operation, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws

6. HUMAN RESOURCES: MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company attaches priority to human resources development, with focus on regular up gradation of the knowledge and skills of our employees and equipping them with the necessary expertise to meet the challenges of change and growth successfully.

7. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The company has two segments i.e., Travels unit and Petrol unit. The company has total sales of Rs. 3680.32 lacs in which travel unit income is 2099.76 lacs and petrol unit income is 1580.56 lacs.

8. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

Companys financial performance mainly depends on the prices of petroleum products which remained stable during the financial year 2024-25. The company has taken cost control measures however due to unexpected competition from unorganized player of the industry, the profit and sales slightly declined compared to previous financial year. The company has shown a positive performance and recorded 25.83 lacs profit as compared to 39.73 lacs profit of previous financial year 2023-2024. In FY 2024-25 total sales is 3681.73 lacs whereas in FY 2023-24 total sales were 4429.93 lacs.

9. DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS

During the previous year 2023-24, Company reported profit of Rs. 39.73 Lakhs and during the current financial year 2024-2025 company has reported profit of Rs. 25.83 Lakhs. As a company is in service sector which is highly competitive, most of the financial ratios are not comparable to previous year.

B. DISCLOSURE OF ACCOUNTING TREATMENT

Appropriate accounting standards were followed in preparation of annual accounts, there is no treatment different from that prescribed in Accounting Standard.

10. ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

There were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. CAUTIONARY STATEMENT

Statements in the Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements. Actual results could differ materially those expressed or implied. Important factors that could make difference to the Companys operations include from cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the business associates, the employees at all levels, Bankers, customers, investors, Government of Gujarat, Ministry of Government and Shareholders for their support and cooperation extended to the Company during the year and hope that the same will continue in future.

Date: 21-08-2025
Place : Junagadh
Registered Office:	For, and On behalf of the Board
"Mahasagar House"
Jayshree Talkies Road,	Bhagchand Sukhwani	Prakash Kakkad
Kalwa Chowk, Junagadh-362001	(DIN: 00579112)	(DIN:02355435)
	Managing Director	Chief Financial Officer