Woodsvilla Ltd Directors Report

Dear Members,

Your Directors present the 38th annual report of the Company together with the audited financial statements for the financial year ended 31st March 2026.

Financial Performance

During FY 2025 26, the revenue from operations was Rs. 65,47,847/- (previous year Rs. 70,94,284/-) and Profit/Loss for the period was Rs. (2,141,.70/-) (previous period Rs. 4,730,.21/-)

( in Hundreds)

Particulars	2025-26	2024-25
Net Sales/ Income from Operations	65,478.47	70,942.84
Other Income	1,435.31	13,040.78
Total Income	66,913.78	83,983.62
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA)	10,080.40	20,636.91
Finance Costs	147.62	212.33
Depreciation	9,405.86	9,923.27
Exceptional Items	-	-
Profit / (Loss) Before Tax	526.92	10,501.31
Current Tax	5,003.74	1,415.47
Deferred Tax	2,335.12	4,355.63
Profit / (Loss) for the year	(2,141.70)	4,730.21
Other Comprehensive Income / (Loss) for the year, net of tax	11,871.67	12,498.81
Total Comprehensive Income / (Loss)	9,729.97	17,229.01

Dividend

For the financial year ended 31st March 2026, your Board has not recommended dividend to conserve cash and ensure liquidity of the Company.

Transfer to Reserves

The Board does not propose to transfer any amount to the reserves for the financial year ended 31st March 2026.

Share Capital

The authorised share capital of the Company is Rs. 5,50,00,000 divided into 1,10,00,000 equity shares of Rs. 5 each, and the paid-up share capital is Rs. 3,00,70,000 divided into 60,14,000 equity shares of Rs. 5 each. There was no change in the share capital during FY 2025 26.

Deposits

The Company has neither accepted nor has any outstanding deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 (‘Act) during the financial year 2025 26.

Subsidiary / Associate & Joint Venture Companies

As on 31st March 2026, the Company does not have any subsidiary, associate or joint venture company. Hence the Company was not required to file Form AOC-1.

Listing

The Companys equity shares continue to be listed on BSE Limited, and the listing fees for the year have been paid.

Directors Responsibility Statement

Pursuant to section 134(3)(c) read with section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that: i. in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any; 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 or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts for the financial year ended 31st March 2026 on a going-concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 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.

Directors / Key Managerial Personnel (KMP) a) Retirement by Rotation

In accordance with the provisions of section 152(6) of the Act, read with the rules made thereunder, and the Articles of Association, Mrs. Meena Aggarwal (DIN: 00084504), Director, is liable to retire by rotation at the ensuing 38th Annual General Meeting and, being eligible, offers herself for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends her re-appointment at the ensuing Annual General Meeting. The details as required under regulation 36(3) of the Listing Regulations have been provided in the notice convening the 38th Annual General Meeting. b) Appointments and Cessation of Directors during FY 2025 26

During the financial year 2025 26, there was no change in the Board of Directors of the Company. However, Mr. Vipin Aggarwal (DIN: 00084395), who retired by rotation was re-appointment at the 37th Annual General Meeting of the Company held on 27th September, 2025. c) Declaration of Independent Directors

At the first meeting of the Board of Directors for the financial year 2025 26, held on 15th May, 2025, the Independent Directors submitted declarations under section 149(7) of the Act confirming that they continue to meet the criteria of independence prescribed under section 149(6) of the Act and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Board, after due assessment, was satisfied that the Independent Directors meet the criteria of independence and are independent of the Management. All Independent Directors have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA), and have complied with the online proficiency self-assessment test requirement under rule 6(4) of the

Companies (Appointment and Qualification of Directors) Rules, 2014, to the extent applicable. A separate meeting of the Independent Directors under Schedule IV was held on 15th May, 2025. d) Woman Director

In compliance with the second proviso to section 149(1) of the Act, the Company has a Woman Director on its Board. Mrs. Meena Aggarwal, Whole-time Director & Chief Executive Officer, continues to serve as the Woman Director of the Company. e) Key Managerial Personnel

Pursuant to section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2026 are as set out below.

S. No.	Name	Designation
1	Mrs. Meena Aggarwal	Whole-time Director & Chief Executive Officer
2	Mr. Sudhansu Kumar Nayak	Chief Financial Officer
3	Ms. Vineeta Agrawal	Company Secretary & Compliance Officer

Number of Meetings of the Board

During the financial year 2025 26, four (4) meetings of the Board of Directors were held. The gap between two consecutive Board meetings did not exceed 120 days. The dates of the meetings and the attendance of the Directors are set out below:

S. No.	Date of meeting	Directors entitled to attend	Directors present	% attendance
1	15.05.2025	4	4	100%
2	06.08.2025	4	4	100%
3	14.11.2025	4	4	100%
4	13.02.2026	4	4	100%

Committees of the Board

As on 31st March 2026, the Board continues to operate thru five (5) committees. The composition, terms of reference and meetings of each Committee during FY 2025 26 are set out below. a) Audit Committee

The Audit Committee oversees the Companys financial reporting, internal-control systems, statutory compliance and risk-management framework, and reviews the internal audit, statutory audit and the Vigil (Whistle Blower) Mechanism. The internal auditor functionally reports to the Audit Committee. During the financial year 2025 26, the Committee met four (4) times, and all its recommendations were accepted by the Board.

S. No.	Date of meeting	Members entitled	Members present	% attendance
1	15.05.2025	3	3	100
2	06.08.2025	3	3	100
3	14.11.2025	3	3	100
4	13.02.2026	3	3	100

Composition of the Committee:

S. No.	Name of the Member	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mr. Vineet Gupta	Member
3	Mr. Vipin Aggarwal	Member

b) Nomination & Remuneration Committee (NRC)

The Nomination & Remuneration Committee is constituted under section 178 of the Act. It recommends the appointment and remuneration of Directors, KMP and Senior Management, and formulates the criteria for determining qualifications, positive attributes and independence of a director. During the financial year 2025 26, the Committee met four (4) times.

S. No.	Date of meeting	Members entitled	Members present	% attendance
1	15.05.2025	3	3	100
2	06.08.2025	3	3	100
3	14.11.2025	3	3	100
4	13.02.2026	3	3	100

Composition of the Committee:

S. No.	Name of the Member	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mr. Vineet Gupta	Member
3	Mr. Vipin Aggarwal	Member

c) Stakeholders Relationship Committee (SRC)

The Stakeholders Relationship Committee considers and resolves the grievances of security holders, including complaints relating to transfer/transmission of shares, non-receipt of annual report and non-receipt of declared dividends. During the financial year 2025 26, no complaints were received or were pending as on 31st March 2026. During the financial year 2025 26, the Committee met three (3) times.

S. No.	Date of meeting	Members entitled	Members present	% attendance
1	15.05.2025	3	3	100
2	06.08.2025	3	3	100
3	14.11.2025	3	3	100

Composition of the Committee:

S. No.	Name of the Member	Designation
1	Mr. Vineet Gupta	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mrs. Meena Aggarwal	Member

d) Risk Management Committee

The Company has constituted a Risk Management Committee to monitor and review the risk-management framework. During the financial year 2025 26, the Committee met three (3) times.

S. No.	Date of meeting	Members entitled	Members present	% attendance
1	15.05.2025	3	3	100
2	06.08.2025	3	3	100
3	14.11.2025	3	3	100

Composition of the Committee:

S. No.	Name of the Member	Designation
1	Mrs. Meena Aggarwal	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Vineet Gupta	Member

Corporate Social Responsivity

The Company did not meet the criteria for applicability of section 135 of the Act relating to Corporate Social Responsibility for the financial year 2025-26.

Policy on Qualification and Remuneration for the Directors and Key Management Personnel

The Companys policy on the appointment and remuneration of Directors, KMP and other employees, formulated by the Nomination and Remuneration Committee under section 178(3) of the Act, sets out the criteria for determining qualifications, positive attributes and independence of a director, and remains available on the Companys website www.woodsvilla.in. There was no change in the Nomination and Remuneration Policy during the financial year 2025-26

Board / Performance Evaluation

Pursuant to the provisions of the Act and the Companys policy, the Board carried out an annual evaluation of its own performance, that of its Committees, the Chairperson and the individual Directors for FY 2025 26. The performance evaluation of the Independent Directors was carried out by the entire Board, and that of the Board and the non-independent directors was reviewed by the Independent Directors at their separate meeting.

Particulars of Employees

As on 31st March 2026, the Company had 11 employees. The gender-wise break-up of employees is set out below:

Particulars	Number
Female employees	1
Male employees	10
Total employees	11

Management Discussion and Analysis

As required under regulation 34 read with Schedule V of the SEBI Listing Requirements, the Management Discussion and Analysis Report for FY 2025 26, prepared in accordance with the applicable requirements, is annexed to this Report as Annexure A.

Corporate Governance

By virtue of regulation 15(2) of the SEBI Listing Regulations, the corporate-governance provisions contained in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company, as it is below the prescribed thresholds of paid-up equity share capital and net worth. Accordingly, a separate Corporate Governance Report does not form part of this annual report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct, with adequate safeguards against victimisation and direct access to the Chairperson of the Audit Committee in appropriate cases. The same is available on the website of the Company During the financial year 2025-26, no employee was denied access to the Committee, and no complaints were received under Vigil Mechanism and Whistle Blower Policy

Risk Management Policy

The Company has a risk-management policy under which the Board and the management identify, assess and monitor the principal risks (including business, operational, financial, regulatory and reputational risks) and the steps taken to mitigate them. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

Related Party Transactions

There were transactions with related parties during FY 2025 26 whose details are disclosed in the notes to the financial statements.

Internal Financial Controls

The Board has laid down internal financial controls relating to the financial statements which, in its opinion, are adequate and were operating effectively during FY 2025 26. These controls are reviewed periodically by the management and by the internal and statutory auditors.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 2025 26 and the date of this Report.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2025 26 in Form MGT-7 is available on the Companys website at https://woodsvilla.in/pdfs/annual-returns/mgt-7-2025-26.pdf.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Significant and Material Orders passed by regulators or courts or tribunals impacting the going concern status and operations of the Company

There were no significant and material orders passed by the Regulators, Courts or Tribunals during FY 2025 26 impacting the going-concern status and future operations of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act)

The Company is committed to providing a safe and harassment-free workplace. During the financial year 2025 26, the position of complaints under the POSH Act was: number of complaints received NIL; number disposed of NIL ; number pending for more than ninety days NIL The Company has also complied with the provisions relating to the constitution of an Internal Committee under the POSH Act.

Compliance with the Maternity Benefits Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefits Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

Auditors

Statutory Auditors and their Report

M/s. Rakesh Raj & Associates, Chartered Accountants, were appointed as the Statutory Auditors at the 34th Annual General Meeting (30th September 2022) to hold office until the conclusion of the 39th Annual General Meeting. They continue as the Statutory Auditors for the financial year 2025 26. The statutory auditors have not made any qualifications, reservations or adverse remarks in their report for the financial year 2025-26. Further the auditors have not reported any instance of fraud committed by the officers or employees of the Company.

Secretarial Auditor and their Report

M/s USRK & Company, Company secretaries was appointed as the secretarial auditor of the company for the financial year 2025-26. But due to some pre occupancy, they resigned from the position w.e.f. 26th August 2026 and M/s Kundan Agrawal and Associates, company secretaries a peer reviewed firm, having firm registration no. S2009DE113700 has been appointed as the secretarial auditor of the company for conducting the audit of financial year 2025-26 till the conclusion of ensuing annual general meeting, in the board meeting held on 27th August 2026 to fill the casual vacancy. Therefore, Pursuant to section 204 of the Act and regulation 24A of the SEBI Listing Regulations, the Secretarial Audit for the financial year 2025 26 was conducted by M/s Kundan Agrawal and Associates, Company Secretaries. The report does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed as Annexure B.

Internal Auditors

In compliance with section 138 of the Act, M/s Ashu Gogia & Associates, Chartered Accountants, continued as the Internal Auditors for the financial year 2025 26.

Cost Auditors and Cost Records

The maintenance of cost records under section 148(1) of the Act is not applicable to the Company further cost audit under section 148 is also not applicable for the financial year 2025 26.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings & Outgo

The particulars required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation of Energy

Steps taken/impact on conservation of energy: though the Companys operations are not energy-intensive, it continues to conserve resources through efficient practices in daily operations.

Steps taken for utilising alternate sources of energy: the Company continues to encourage energy efficiency and the use of renewable energy such as solar energy.

Capital investment on energy-conservation equipment: NIL (B) Technology Absorption

The Companys business model does not involve specialised technology; hence, technology absorption, benefits derived, imported technology and R&D expenditure are not applicable.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

Particulars of Employees / Managerial Remuneration

The disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure C. The statement under Rule 5(2) and 5(3) is available for inspection; any member interested in obtaining a copy may write to the Company Secretary at woodsvillaresort@gmail.com.

Secretarial Standards

During the financial year 2025 26, the Company complied with the applicable Secretarial Standards, SS-1 and SS-2, issued by the Institute of Company Secretaries of India.

Insolvency and Bankruptcy Code, 2016

There were no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025 26.

One-Time Settlement with Banks / Financial Institutions

There was no one-time settlement of any loan with any Bank or Financial Institution during the financial year 2025 26; hence, the disclosure of the valuation difference is not applicable.

Acknowledgements

Your Directors place on record their sincere gratitude to the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Stock Exchange, the Registrar & Share Transfer Agent, the Companys bankers and other regulatory authorities for their continued support and guidance. The Directors also thank the shareholders for their trust, the customers for their patronage, and place on record their appreciation of the dedication and contribution of the employees at all levels.

For and on behalf of the Board
Vipin Aggarwal	Meena Aggarwal
Chairman & Director	Whole-time Director & CEO
DIN: 00084395	DIN: 00084504
Place: New Delhi
Date: 03/09/2026