Ras Resorts & Apart Hotels Ltd Directors Report

[Pursuant to Section 134 of the Companies Act, 2013]

To

The Members

RAS RESORTS AND APART HOTELS LTD.

The Directors have pleasure in presenting the Forty Second Annual Report together with the Audited Financial Statements for the financial year ended on March 31,2026.

FINANCIAL RESULTS

(Amount in 000)

Particulars	2025-26	2024-25
Revenue from operations	1,29,976.55	1,29,736.10
Other Income	1,514.92	2,534.56
Total Income	1,31,491.47	1,32,270.66
Less:
Depreciation	5,090.22	5,434.76
Finance Costs	3,297.50	5,025.79
Expenses (including Cost of sales and employees)	1,15,900.18	1,17,183.58
Profit/(loss) before tax	7,203.57	4,626.53
Less: Provision for Taxation
Current Tax	-	-
Deferred Tax	1,960.19	1,328.22
Tax for earlier Years	2.98	23.64
Profit/(Loss) After Tax For The Year	5,240.40	3,274.67

TRANSFER TO RESERVES

There was no transfer of profits made to General

Reserve.

OPERATIONS / STATE OF COMPANYS AFFAIRS

The Company has completed Thirty-Seven years of operations. During the year under review, the total income was 13,14,91,474/- compared to 13,22,70,663/- in the previous year. The working result of the Company shows a Net profit of 52,40,404/-

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

VOLUNTARY DELISTING OF EQUITY SHARES

The Board of Directors, at its meeting held on May 16, 2026, approved the proposal received from Shri. Vishamber Shewakramani & Smt. Nalini Shewakramani (“Acquirers”)for voluntary delisting of the equity shares of the Company from BSE Limited, subject to obtaining the requisite statutory, regulatory approvals in accordance with the applicable provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended, and other applicable laws.

The necessary approval of the public shareholders was obtained by way of passing the Special Resolution through Postal Ballot on June 24, 2026.

The Company has submitted an application to BSE Limited seeking in-principle approval for the proposed voluntary delisting of the company and the approval for the same is awaited.

Appointment/Retirement of Directors

Shri. Rahul Shewakramani (DIN:00021195), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel (‘KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

• Shri Vishamber Shewakramani, Managing Director and CFO

• Smt. Nalini Shewakramani, Executive Director

• Ms. Komal Bafna, Company Secretary and Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Independent directors have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors of the Company met 5 (Five) times during the year on May 17, 2025, July 26, 2025, September 06, 2025, November 08, 2025 and February 12, 2026.

The details of meetings attended by the Directors are as follows:

Sr. No	Name	No. of Board Meetings attended
1.	Shri Saifuddin Attar	5
2.	Shri Kapil Somani	5
3.	Shri Anirudh Hariani	5
4.	Smt Nalini Shewakramani	5
5.	Shri Gautam Shewakramani	4
6.	Shri Rahul Shewakramani	2
7.	Shri Vishamber Shewakramani	5

b. Audit Committee:

Members of the Audit Committee met 4 (Four) times during the year on May 17, 2025, July 26, 2025, November 08, 2025 and February 12, 2026.

The details of meetings attended by the members are as follows:

Sr. No	Name	No. of Meetings attended
1.	Shri Saifuddin Attar	4
2.	Shri Kapil Somani	4
3.	Shri Anirudh Hariani	4
4.	Shri. Gautam Shewakramani	4

c. Nomination and Remuneration Committee:

Members of the Nomination and Remuneration Committee met 3 (Three) time during the year on May 17, 2025, July 26, 2025 and February 12, 2026.

The details of meetings attended by the members are as follows:

Sr. No	Name	No. of Meetings attended
1.	Shri. Kapil Somani	3
2.	Shri. Saifuddin Attar	3
3.	Shri. Anirudh Hariani	3
4.	Shri. Rahul Shewakramani	1

d. Stakeholders Relationship Committee:

Members of the Stakeholders Relationship Committee met 1 (One) time during the year i.e. on February 12, 2026.

The details of meetings attended by the members are as follows:

Sr. No	Composition	No. of Meetings attended
1.	Shri. Saifuddin Attar	1
2.	Smt. Nalini Shewakramani	1
3.	Shri. Gautam Shewakramani	-

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees. This Policy is available on the Companys website at Web link: http://www. rrahl.com/rrahlpolicies.htm

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the criteria for selection of candidates for appointment as Directors, Independent Directors and Senior Management are placed on the website of the Company. Web link: http://www.rrahl.com/rrahlpolicies.htm.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

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:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They have 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 at the end of the financial year and of the profit of the Company for that period;

(iii) 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;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with

its nature and size of business and meets the following objectives:

• Providing assurance regarding the

effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded timely.

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditors also review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website on www.rrahl.com/financialinformation.htm.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Khandelwal and Mehta LLP, Chartered Accountants (FRN: W100084) were re-appointed as Statutory Auditors of the Company for another term of five years from the conclusion of the Thirty- Eighth Annual General Meeting of the Company till the conclusion of the Forty-third Annual General Meeting to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility to act and hold office as Statutory Auditors of the Company in compliance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing

the secretarial records of the Company for the financial year 2025-2026. The Secretarial Audit Report in Form MR-3 is annexed to this report as “Annexure I”.

DISCLOSURE

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors Report and Secretarial Audit Report for the financial year 2025-26 does not contain any qualifications, reservations and adverse remarks.

The Company has been in compliance with all the regulations of the concerned authorities and the applicable provisions of the Act and rules framed thereunder.

COST AUDITORS

The maintenance of cost records and cost audit provisions are not applicable to the Company as required under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. The Solar Water Heating System as adopted by the Company has been further extended which has helped in saving of energy cost.

b. Technology absorption:

The Company does not need any technology for its existing business.

c. Foreign exchange earnings and outgo:

Foreign exchange earnings: NIL Foreign Outgo: NIL

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as “Annexure II”.

DEPOSITS

The Company has not invited and / or accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulatory/judicial authority or Court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments pursuant to the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises 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.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as “Annexure IN”.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boards own performance, its Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of Committees based on the terms of reference of the committees and effectiveness of the meetings.

In the meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated after taking into account the views of Executive Directors and Non-Executive Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the year under report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the year.

DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 during the year 2025-26.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2026-27.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website.The web link is www.rrahl.com/rrahlpolicies. htm.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in this Board Report and annexed in “Annexure IV”.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors convey their deep sense of gratitude to Indian Bank and every Official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support and look forward to their continued assistance in future. Your Directors wish to place on record sincere appreciation for excellent support received from the Banks during the financial year under report. Your Directors also express their warm appreciation to all employees for their contribution to the Companys performance and for their superior levels of competence, dedication and commitment to the Company, both at Silvassa and Mumbai. The Directors express gratitude to Companys Customers and Vendors and are grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board
Place: Mumbai	SAIFUDDIN ATTAR
Date: 08th August, 2026	CHAIRMAN