Royale Manor Hotels & Industries Ltd Directors Report

To

The Members,

Royale Manor Hotels and Industries Limited

Your directors have pleasure in presenting their 34^th Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2025. The Management Discussion and Analysis also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

( in Lacs)

Particulars	2024-2025	2023-2024
Total Income	2,524.89	2,512.45
Profit/(Loss) Before Financial Charges, Depreciation
and Income Tax	616.10	743.89
Less: Financial Charges	72.76	80.67
Less: Depreciation	116.78	102.48
Profit before Income Tax and Exceptional Item	426.56	560.74
Add/(Less) : Extra ordinary/ Prior Period Items	0.00	0.00
Profit before Income Tax	426.56	560.74
Provision for Income Tax	106.92	139.48
Deferred Tax Income/(Expense)	9.41	(0.53)
Profit For the Year after Income Tax	310.23	421.79
Other Comprehensive Income	(1.51)	0.34
Profit Available for Appropriation	308.72	422.13
Appropriation
Reserve for Replacement of FF &E (Net)	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance of Profit/(Loss) brought forward	2857.83	2435.70
Transfer to Capital Redemption Reserve	00	00
Balance carried to Balance Sheet	3166.55	2857.83

2. BRIEFDESCRIPTIONOFTHECOMPANYSWORKINGDURINGTHEYEAR/STATEOFCOMPANYSAFFAIR:

Financial Year 2024-25 was a year where the Company focused on exceeding its pre-pandemic levels of financial performance, establishing its market leadership. During the year under review, coming out of the disastrous effect owing to the pandemic, Ahmedabad hotels has seen an increase in average room rate but a decline in average occupancy. The management has successfully established the hotels reputation in the market as a venue consistently prepared to cater both business and leisure travelers. The Average Occupancy of the hotel for 2024-25 has been decreased to 79% from 81% and the Average Room Rates of the hotel for the year 2024-25 has been noted as Rs.5,682/- as compared to Rs.5,522/- in the previous year 2023-2024.

The hotel unit of the Company "The Ummed Ahmedabad" ensures highest levels of Hygiene and Food Safety criteria. Further, the hotel has established superior ambience, interior decorations, services and loyal clientele retained its market leadership in the city of Ahmedabad and that has placed the hotel ahead of its competitors.

During the financial year 2024-25, Company had been in a position to achieve a turnover of Rs.2,524.89 Lacs in comparison to Rs.2512.45 Lacs in the previous year 2023-24. The profit before tax for the FY 2024-25 and FY 2023-24 were Rs.426.56 Lacs and Rs. 560.74 Lacs respectively. Your directors are hopeful that there would be further improvement in the performance of the company in the FY 2025-26.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of Hotels and Restaurants. There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2025 was Rs.19.83 Crore.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND:

During the year under review, the Company has not declared any dividend to the shareholder of the company.

6. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

7. DIRECTORS AND KMP: a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Vishwajeet Singh U Champawat	Chairman and Managing Director
Ms. Seema Kalwani	Company Secretary and Compliance officer
Ms. Sonu Shah	Chief Financial Officer (appointed on 04.06.2025)

b) Directors:

Name	Designation
Mr. Jayesh V. Dave	Non-Executive – Independent Director
Mr. Surendra Khemka	Non-Executive – Independent Director
Mrs. Ranju Bhati	Non-Executive – Independent Director
Mrs. Mrinalini Singh	Non - Executive Director – Non-Independent Director

c) Changes in Directors and Key Managerial Personnel during the year and till the date of AGM:

Name	Designation	Date of	Date of
		Appointment	Resignation
Mr. Ramprakash R. Kothari	Non-Executive – Independent Director	-	05.08.2024
Mr. Surendra Khemka	Non-Executive – Independent Director	05.08.2024	-
Mr. Devraj Singh Chauhan	Chief Financial Officer	-	03.06.2025
Ms. Sonu Shah	Chief Financial Officer	04.06.2025	-

d) Declaration by an Independent Director(s) and re-appointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Companys Website i.e. www.rmhil.com.

8. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2025 in Form MGT-7 is available on website of the Company and can be accessed at www.rmhil.com

9. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met 6 (Six) times at the dates mentioned below. The details of the board meetings are provided in Corporate Governance Report.

08/05/2024	29/05/2024	05/08/2024
22/10/2024	12/02/2025	21/03/2025

The Board of Directors of the Company were present at the following Board Meetings held during the year under review:

Name of Director	No. of Board Meetings held during the period when the Director was on the Board	Meetings attended	Attendance at last AGM
Mr. Vishwajeet Singh U Champawat	6	6	Yes
Mr. Ramprakash R. Kothari	3	3	No
Mr. Surendra Khemka*	4	4	Yes
Mr. Jayesh V. Dave	6	6	Yes
Ms. Ranju Bhati	6	6	Yes
Mrs. Mrinalini Singh	6	5	Yes

*Apppointed on the Board of the Company on 05.08.2024

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Act, Listing Regulations and Secretarial Standard – 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 13, 2025. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties. In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a. That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. That the annual financial statements have been prepared on a going concern basis; e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General Meeting for the year 2022, to hold office until the conclusion of the Annual General Meeting which will be held in the year 2027.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

• The Company has informed to the promoters about the mandatory requirement of their holding shall be in dematerialized mode only.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Riskmanagementisembeddedinyourcompanysoperatingframework.Yourcompanybelievesthatmanaging risk helps in maximizing returns. The companys approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Companys reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

15. TRANSFER TO/FROM RESERVES:

It is proposed to transfer Rs.308.72 lacs to reserves and Surplus out of the profit for the FY 2024-25.

16. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2025.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business which are mentioned at Point no.3.9 of Notes to Accounts forming part of audited financial result for the year ended on March 31, 2025. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

20. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts. Moreover, during the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors of the Company has constituted the Corporate Social Responsibility Committee ("CSRC") in compliance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 with effect from 21^st March, 2025. The CSRC of the company comprises of 3 (Three) Directors, out of which One is Executive Director, One is Non-Executive Independent Director and last one is Non-Executive Non-Independent Director.

As per the provision of Section 135 the Company was required to spend 8.93/-_lacs during the F.Y. 2024-2025 and the same has spent on the areas mentioned under Schedule VII of Companies Act 2013. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as "Annexure B" to this report.

Brief description of the terms of reference: a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII to the Companies Act, 2013; b) to finalise a list of CSR projects or programs or initiatives proposed to be undertaken periodically including the modalities for their execution / implementation schedules and to review the same from time to time in accordance with requirements of section 135 of the Companies Act 2013; c) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); d) monitor the Corporate Social Responsibility Policy of the company from time to time; e) review the CSR report and other disclosures on CSR matters for the approval of the Board for their inclusion in the Board report;

The Corporate Social Responsibility Committee consisted of Three Members. During the year under review,

01 (One) meetings of the committee were held 21/03/2025. The name of members, Chairman and their attendance at the Corporate Social Responsibility Committee Meeting are as under Committee of Board:

Sr. No.	Name	Position	Category	Number of meeting	Changes during the year and till the date of this AGM
				Attend	Appointment	Resignation
1	Vishwajeetsingh Ummedsingh Champawat	Chairman	Executive Director	01	21/03/2025	--
2	Jayesh Vasudevbhai Dave	Member	Non-Executive Independent Director	01	21/03/2025	--
3	Mrinalini Champawat	Member	Non- Executive Non Independent Director	01	21/03/2025	--

22. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the Company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

26. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

27. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the Companys website at www.rmhil.com.

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure C &D" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditors Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

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

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, is annexed herewith as "Annexure-E".

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on March 31, 2025 and the date of Directors Report.

31. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure-F" to the Boards report. None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2024-25, the Company has not received any complaint on sexual harassment.

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. TRANSFER OF UN_CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors and General Meetings, ‘Payment of Dividend and ‘Report of the Board of Directors respectively, have been duly followed by the Company.

36. ACKNOWLEDGMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors For Royale Manor Hotels & Industries Limited

Sd/-

Vishwajeet Singh U Champawat

Place: Ahmedabad Chairman and Managing Director Date: 02/09/2025 DIN: 00519755