West Leisure Resorts Ltd Directors Report

AND MANAGEMENT DISCUSSION AND ANALYSIS

Your directors present the Seventeenth Annual Report and audited Financial Statements of the Company for the year ended 31^st March, 2025. Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

(Rs. in Lakhs)
Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Profit/(Loss) before Tax	6.91	(33.21)
Less: Tax Expenses	10.95	(8.00)
Net Profit/(Loss) after Tax	(4.04)	(25.21)
Add: Balance brought forward	128.30	156.40
Add: Remeasurement of the net defined benefit obligations, net of taxes	0.16	0.16
Available for Appropriation	124.42	131.35
Less:Transfer & Appropriations:
Transfer to Reserve	-	-
Dividend	3.05	3.05
Balance carried forward	121.37	128.30

2. DIVIDEND:

Your Directors recommended a dividend of 1% i.e. Re 0.10 paise per equity share on 30,53,337 equity shares of Rs 10 each subject to approval of members of the Company at the ensuing Annual General Meeting (AGM). The total outflow on account of equity dividend will be Rs 3,05,334.

3. OPERATIONS:

The Company has earned a total income amounting to Rs 77.98 lakhs in the current year viz 2024 - 2025 in comparison to Rs 24.09 lakhs, earned in the previous year.

The Company has earned a pretax profit of Rs 6.91 lakhs in the current year as against pretax loss of Rs 33.21 lakhs incurred in the previous year.

The after tax loss for the current year stood at Rs 4.04 lakhs as against loss after tax of Rs 25.21 lakhs incurred in the previous year.

The total comprehensive income/(loss) for the year amounted to Rs (40.63) lakhs as against Rs 54.74 lakhs in the previous year.

In the Boards perception there are no foreseeable risks which could threaten the existence of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

Over the past year, the global economy has experienced a slowdown marked by persistent inflation and geopolitical instability, resulting in a cautious outlook, conversely, Indias economy has shown significant resilience, retaining its status as the fastest growing major economy, driven by robust domestic consumption, government expenditure, and a dynamic manufacturing and services sector, positioning it as a standout performer in a more difficult global context.

The Companys current business activity consists of two segments viz Financial activities and Provision of Services. The segment revenue and segment results appear in notes to the Financial Statements.

The Companys activity pertaining to supply of services has seen growth, while the revenue from investment activity is generated due to net gain on fair value changes.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed by appropriate persons and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company did not enter any transaction(s) with any person(s) or entity belonging to the promoter / promoter group who holds 10% or more shareholding in the Company.

Information pertaining to financial performance forms part of this Report.

The Company does not hold any share in demat suspense account or unclaimed suspense account.

There were no material developments in the Companys Human Resource Capital.

RATIOS

i) Current Ratio:

As at March 31, 2025 the Companys current ratio was 7.37:1 in comparison to 2.27:1 in the previous year. The increase in the current ratio during the current year over the previous year is mainly due to increase in current assets.

ii) Net Profit Margin:

The Companys net profit margin at the current year end was -5.18% in comparison to -104.65% in the previous year. The increase in the net profit margin is due to increase in revenue.

iii) Return on Net Worth:

The Companys return on net worth at the current year end was -2.09% as compared to 2.75% in the previous year. The decrease in return on net worth is mainly due to net loss incurred, during the current year.

5. CORE INVESTMENT COMPANY:

The Company continues to be a Core Investment Company (CIC) in terms of Core Investment Companies (Reserve Bank) Directions, 2016, as amended.

6. CORPORATE GOVERNANCE:

Corporate Governance provisions are not applicable to the Company by virtue of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations), as the paid up equity share capital and the net worth of the Company during the three consecutive preceding financial years remained below the limits specified therein.

Accordingly, a report on Corporate Governance as stipulated under Schedule V of the Listing Regulations is not attached to this Annual Report.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) At the 16^th AGM of the Company held on 30.09.2024 Mr Amit Moona (DIN: 07096553) was re-appointed as a director of the Company.

Mr Shyam Khandelwal (DIN: 05147157) and Mr Sunil Kantilal Trivedi (DIN: 00387797) were appointed as independent directors of the Company for a period of 5 years w.e.f.

09.08.2024.

b) Mr Vimal Chand Kothari and Mr Manekchand Panda (Independent directors) retired on

30.09.2024. The Board places on record its appreciation for the contribution made by Mr Vimal Chand Kothari and Mr Manekchand Panda during their tenure on the Board of the Company.

c) Mr Nitin Mhatre (DIN: 08294405), director retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

d) Necessary declarations have been received from the independent directors of the Company under Section 149(7) of the Companies Act, 2013 (the Act) stating that the declarants meet the criteria of independence laid down in Section 149 (6) of the Act and also under Listing Regulations.

e) Board Evaluation:

The Board has carried out annual evaluation of its own performance, as also of the individual directors and of its committees. The performance of Non-Independent Directors and of the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results.

In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.

f) Meetings:

Five meetings of the Board of Directors were held during the year.

g) During the year there were no changes in the Companys Key Managerial Personnels.

8. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION:

In order to bring the Articles of Association (AOA) of the Company in line with provisions of the Act, the Board had recommended to the members to adopt a new set of AOA in place of existing of AOA. The resolution to adopt new set of AOA of the Company was passed by members in its previous AGM held on 30.09.2024. Accordingly, the AOA of the Company stand replaced.

9. AUDIT COMMITTEE:

The Audit Committee of the Board consists of Mr Shyam Khandelwal (DIN: 05147157) as Chairman and Mr Sunil Kantilal Trivedi (DIN: 00387797) and Mr Nitin Mhatre (DIN: 08294405) as members. The Company Secretary is Secretary to the Committee.

During the year there were no instances where the Board did not accept any recommendation of the Audit Committee. The Company has also put in place a vigil mechanism for directors and employees to report their concerns/grievances etc. to the Audit Committee which oversees the functioning of the said mechanism.

10. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee (NRC) consists of Mr Shyam Khandelwal (DIN: 05147157) as Chairman and Mr Sunil Kantilal Trivedi (DIN: 00387797) and Mrs Smita Achrekar (DIN: 09237586) as members.

Salient features of the nomination and remuneration policy include having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence of the Board.

The NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Nomination and Remuneration policy is available on the Companys website .westleisureresort.co.in under the section ‘Policies.

11. STATUTORY AUDITORS:

Messrs Bharat Gupta & Company, Chartered Accountants (FRN: 131010W), were appointed as Statutory Auditors of the Company for 5 years from the conclusion of the 15^th AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed for approval of the members in the Notice of AGM.

Messrs Bharat Gupta & Company, have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

12. AUDITORS REPORT:

The Auditors Report does not contain any reservation, qualification or adverse remark.

13. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed hereto as "Annexure - I".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. LOANS, GUARANTEES AND INVESTMENTS:

Details of investments made appear in notes to the financial statements. No loan was given and no guarantee or security was provided by the Company on behalf of others during the year.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis.

The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.

In terms of Section 134 of the Act details of the same are stated in Form AOC-2 annexed hereto as "Annexure- II".

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

Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading ‘conservation of energy. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.

17. CORPORATE SOCIAL REPONSIBILITY:

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.

18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company has no subsidiary, joint venture or associate.

19. PARTICULARS OF EMPLOYEES:

a. Prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "AnnexureTII" and form part of this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Section 134 (3)(a) of the Act, the Company has placed draft copy of its Annual Return as at March, 31, 2025 on its website at .westleisureresort.co.in under the section ‘Disclosures.

21. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) read with Section 134(5) of the Act, your Directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its loss for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with requirements of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

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

(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

22. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

23. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

24. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

a. Details relating to Deposits covered under Chapter V of the Act;

b. Issue of equity shares with differential rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d. No significant or material order was passed by the regulators or courts or tribunals which may impact the Companys going concern status and its operations in the future;

20. ANNUAL RETURN:

e. Material changes affecting the financial position of the Company, between end of the financial year and the date of this report;

f. No fraud is reported by auditors under Section 143(12) of the Act;

g. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

h. There was no instance of one-time settlement with any Bank or Financial Institution.

The provisions of Maternity Benefit Act, 1961 as well as those related to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 (POSH) are not applicable to the Company, as the Company does not have more than 10 employees. Also, during the year the Company has not received any complaints under the POSH.

25. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

	For and on behalf of the Board
Dated: 8th August, 2025	Nitin Mhatre	Smita Shailesh Achrekar
	Director	Director
	(DIN: 08294405)	(DIN: 09237586)