West Leisure Resorts Ltd Directors Report

Your Directors present the Eighteenth Annual Report and audited Financial Statements of the Company for the year ended 31st March, 2026. Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

(Rs in Lakhs)

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Profit/(Loss) before Tax	10.12	6.91
Less: Tax Expenses	4.70	10.95
Net Profit/(Loss) after Tax	5.42	(4.04)
Add: Balance brought forward	121.37	128.30
Add: Remeasurement of the net defined benefit obligations, net of taxes	(2.62)	0.16
Available for Appropriation	124.17	124.42
Less:Transfer & Appropriations:
Transfer to Reserve	-	-
Dividend	3.05	3.05
Balance carried forward	121.12	121.37

2. DIVIDEND:

Considering the Financial Position of the Company, the Board of Directors of the Company has not recommended / proposed dividend for the financial year ended 31.3.2026.

3. OPERATIONS:

The Company has earned a total income amounting to Rs 73.28 lakhs in the current year viz 2025 – 2026 in comparison to Rs 77.98 lakhs, earned in the previous year.

The Company has earned a pre-tax profit of Rs 10.12 lakhs in the current year as against pre-tax profit of Rs 6.91 lakhs earned in the previous year.

The after tax profit for the current year stood at Rs 5.42 lakhs as against loss after tax of Rs (4.04) lakhs incurred in the previous year.

The total comprehensive income/(loss) for the year amounted to Rs 52.67 lakhs as against Rs (40.63) lakhs in the previous year.

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

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves during the financial year ended 31st March, 2026.

5. SHARE CAPITAL

During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on March 31, 2026, the issued, subscribed and paid-up share capital of your Company stood at Rs. 3,05,33,370/-, comprising of 30,53,337 Equity Shares of Rs.10/- each.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The global economy witnessed moderate growth during FY 2025–26 amidst geopolitical uncertainties, evolving trade policies, and inflationary pressures in certain regions. Despite these challenges, India continued to be one of the fastest-growing major economies, supported by strong domestic demand, sustained government capital expenditure, robust tax collections, and a resilient manufacturing and services sector. India continued to demonstrate macroeconomic resilience supported by sustained infrastructure spending, stable inflation, robust GST collections and improving private investment.

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 into 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.

The Company continues to maintain a lean organizational structure appropriate to the nature and scale of its operations. During the year, there were no material developments in the Companys human resource capital.

RATIOS

i) Current Ratio:

As at March 31, 2026 the Companys current ratio was 8.35:1 in comparison to 7.37:1 in the previous year. The increase in the current ratio during the current year over the previous year is mainly due to decrease in current Liabilities.

ii) Net Profit Margin:

The Companys net profit margin at the current year end was 7.42% in comparison to -5.18% in the previous year. The increase in the net profit margin is due to increase in net profit.

iii) Return on Net Worth:

The Companys return on net worth at the current year end was 2.64% as compared to 2.09 % in the previous year. The increase in return on net worth is mainly due to due to increase in operating profit during the current year.

iv) Operating Profit Margin:

The Companys operating profit margin at the end of current year was 13.86% in comparison to 8.99% in the previous year. The increase in operating profit margin is due to increase in operating profit.

7. 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 from time to time.

8. 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.

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

a) At the 17th AGM of the Company held on 30th September, 2025, Mr. Nitin Mhatre (DIN: 08294405) was re-appointed as a Director of the Company.

b) Mr. Nitin Mhatre (DIN: 08294405) resigned from position of Executive Director of the Company with effect from 13th October, 2025. The resignation letter confirmed that there was no material reason for his resignation other than those stated therein. The Board placed on record its sincere appreciation for the valuable guidance, support and contributions made by him during his tenure on the Board and wished him success in his future endeavours.

c) Mr. Satyanarayan Gangadhar Kurry (DIN: 11371479) was appointed as an Additional Director in the category of Executive Director pursuant to the recommendation of Nomination and Remuneration with effect from 10th November, 2025 and subsequent change in category to Non-Executive Director pursuant to the recommendation of Nomination and Remuneration with effect from 31st March, 2026. The Board recommends his appointment as a Director of the Company, liable to retire by rotation, for the approval of the Members.

d) Further, Mrs. Radha Chotalia (DIN: 11632382) was appointed as an Additional Director in the category of Non-Executive Director with effect from 31st March, 2026. The Board recommends her appointment as a Director of the Company, liable to retire by rotation, for the approval of the Members.

e) During the year under review, Mr. Amit Moona and Mrs. Smita Achrekar resigned as Directors of the Company with effect from the closure of business hours on 31st March, 2026. The resignation letters confirmed that there were no material reasons for resignation other than those stated therein. The Board placed on record its sincere appreciation for the valuable guidance, support and contributions made by them during their tenure on the Board and wishes them success in their future endeavours.

f) 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.

g) 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 as well as the Chairman 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.

h) Meetings:

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

Details of Meetings of the Board of Directors held during the year and attendance thereof are given below:

Name of the Member	Meetings held and attendance particulars
	21-5-2025	8-8-2025	13-10-2025	10-11-2025	12-11-2025	30-1-2026	31-3-2026
Mr. Nitin Mhatre*	Yes	Yes	Yes	NA	NA	NA	NA
Mrs. Smita Achrekar**	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Amit Moona	Yes	Yes	No	No	No	Yes	Yes
Mr. Sunil Kantilal Trivedi	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Shyam Khandelwal	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Satyanarayan Gangadhar Kurry***	NA	NA	NA	NA	Absent	Yes	Yes

* Mr. Nitin Mhatre ceased to be Director of the Company with effect from 13th October, 2025

**Mrs. Smita Achrekar ceased to be Director of the Company with effect from 31st March, 2026

*** Mr. Satyanarayan Gangadhar Kurry appointed as an Additional Director of the Company with effect from 10th November, 2025

i) During the year under review, Mr. Vaibhav Dodia resigned from the position of Company Secretary & Compliance Officer (Key Managerial Personnel) due to personal reasons with effect from the close of business hours on 30th January, 2026. The Board appointed Mrs. Bhavika Jain (Membership No. A35718) as the Company Secretary & Compliance Officer of the Company with effect from 31st January, 2026.

j) Mr. Chandra Kant Khaitan resigned from the position of Manager & Chief Financial Officer (CFO) and Key Managerial Personnel with effect from the close of business hours on 31st March, 2026 due to personal reasons. Consequently, the Board appointed Ms. Jyoti Shinde as the Manager and Chief Financial Officer (CFO) of the Company with effect from 1st April, 2026. Her appointment as Manager is for a period of five (5) years commencing from 1st April, 2026, subject to the approval of the Members at the ensuing 18th Annual General Meeting.

11. CHANGE IN CORRESPONDENCE ADDRESS AND PLACE FOR MAINTAINING BOOKS OF ACCOUNTS

The Board has approved the change in the correspondence address of the Company as well as the address for maintaining the books of accounts and other relevant books and papers, in compliance with the provisions of Section 128 of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014.

Accordingly, with effect from 22nd May, 2026, the correspondence address of the Company and the address for maintaining its books of account and other relevant books and papers at a new place other than the registered office of the company viz. "Ashiana", 69-C, Bhulabhai Desai Road, Mumbai – 400026.

12. CHANGE IN EMAIL ADDRESS OF THE COMPANY

The Board noted that the official email address of the Company has been changed with effect from 1st April, 2026.

Accordingly, the email address of the Company appearing on its letterhead has been changed from ho@hawcoindia.com to cs.compliance@westpioneerindia.com with effect from 1st April, 2026. All future communications and correspondence with the Company may be addressed to the new email ID.

13. AUDIT COMMITTEE:

The Audit Committee has been duly constituted as per applicable legal and regulatory requirements. The composition of the Audit Committee as at March 31, 2026 is given below:

Name of the Member	Designation	Category
Mr. Shyam Khandelwal	Chairman	Non-Executive Independent Director
Mr. Sunil Kantilal Trivedi	Member	Non-Executive Independent Director
Mrs. Smita Achrekar	Member	Non-Executive Director

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.

Details of Meetings of the Audit Committee held during the year and attendance thereof are given below:

Name of the Member	Meetings held and attendance particulars
	21-05-2025	08-08-2025	12-11-2025	30-01-2026
Mr. Shyam Khandelwal	Yes	Yes	Yes	Yes
Mr. Sunil Kantilal Trivedi	Yes	Yes	Yes	Yes
Mr Nitin Mhatre*	Yes	Yes	NA	NA
Mrs. Smita Achrekar	NA	NA	Yes	Yes

? Mr. Nitin Mhatre ceased to be Member of the Company with effect from 13th October, 2025

Pursuant to the resignation of Mrs. Smita Achrekar (DIN: 09237586) as a Non-Executive Director of the Company with effect from 31st March, 2026, and the appointment of Mrs. Radha Chotalia (DIN-11632382) as a Non-Executive and Non-Independent Director of the Company with effect from 31st March, 2026, the Board of Directors has reconstituted the Audit Committee with effect from 1st April, 2026.

The composition of the Audit Committee , with effect from 1st April, 2026, is as under:

Name	Designation
Mr. Shyam Khandelwal	Chairman
Mr. Sunil Kantilal Trivedi	Member
Mrs. Radha Chotalia	Member

14. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been duly constituted as per applicable legal and regulatory requirements. The Composition of the Nomination and Remuneration Committee as at March 31, 2026 is given below:

Name of the Member	Designation	Category
Mr. Shyam Khandelwal	Chairman	Non-Executive Independent Director
Mr. Sunil Kantilal Trivedi	Member	Non-Executive Independent Director
Mrs. Smita Achrekar	Member	Non-Executive Director

Details of Meetings of the Nomination and Remuneration Committee held during the year and attendance thereof are given below:

Name of the Member	Meetings held and attendance particulars
	21-05-2025	10-11-2026	30-01-2026	31-03-2026
Mr. Shyam Khandelwal	Yes	Yes	Yes	Yes
Mr. Sunil Kantilal Trivedi	Yes	Yes	Yes	Yes
Mr Nitin Mhatre*	Yes	Yes	NA	NA
Mrs. Smita Achrekar	NA	NA	Yes	Yes

* Mr. Nitin Mhatre ceased to be Member of the Company with effect from 13th October, 2025

Pursuant to the resignation of Mrs. Smita Achrekar and the appointment of Mrs. Radha Chotalia as a Director of the Company, the Board of Directors has reconstituted the Nomination & Remuneration Committee with effect from 1st April, 2026.

The composition of the Nomination & Remuneration Committee, with effect from 1st April, 2026, is as under:

Name	Designation
Mr. Shyam Khandelwal	Chairman
Mr. Sunil Kantilal Trivedi	Member
Mrs. Radha Chotalia	Member

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 www.westleisureresort.co.in under the section ‘Policies.

15. 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 15th AGM till the conclusion of the 20th AGM of the Company.

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.

16. AUDITORS REPORT:

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

17. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed hereto as "Annexure - I".

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

18. 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.

19. 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".

20. 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.

21. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company has no subsidiary, joint venture or associate.

22. 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 "Annexure-III" 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.

23. ANNUAL RETURN:

Pursuant to Section 134 (3)(a) of the Act, the Company has placed draft copy of its Annual Return as at March, 31, 2026 on its website at www.westleisureresort.co.in under the section ‘Disclosures.

24. 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 for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected 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 as at March 31, 2026 and profit of the Company for the year ended on that date;

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

(e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

25. 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.

26 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.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy. The details of the Vigil Mechanism policy have been disclosed on the website of the Company and can be accessed at weblink: http://www.westleisureresort.co.in/disclosure-under-regulation.html

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

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

c. 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;

d. No Material changes affecting the financial position of the Company, between end of the financial year and the date of this report;

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

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

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

h. 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.

As on 31st March, 2026, the Company had 1 Female Employee and 1 Male Employee.

29. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Sd/-

Satyanarayan G Kurry

Additional Director

(DIN: 11371479)

Sd/-

Radha Chotalia

Additional Director

(DIN: 11632382)

Dated: 10th August, 2026