Woodsvilla Ltd Directors Report

The Board presents the 37th Annual Report together with the Audited Financial Statement and the Auditors Report for the Financial Year ended 31st March 2025.

FINANCIAL PERFORMANCE

(T in Hundreds)

Particulars	202425	202324
Total Income Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTa)	83,983.62 20,636.91	70,693.19 11,610.22
Finance Costs	212.33	177.46
Depreciation	9,923.27	10,272.18
Exceptional Items
Profit / (Loss) Before Tax	10,501.31	1,160.58
Current Tax	1,415.47	181.05
Deferred Tax	4,355.63	2,138.18
Profit / (Loss) for the year	4,730.21	796.55
Other Comprehensive Income / (Loss) for the year, net of tax	12,498.81	31,545.53
Total Comprehensive Income / (Loss)	17,229.01	30,748.98

The revenue from operations of the Company during the financial year 202425 has increased from ^70,69,319 (202324) to ^83,98,362 (202425). Your Company has recorded an increase of 18.80% in the revenue from operation of the Company during the financial year 202425. In spite of tough competition and everincreasing technological advancements like online bookings etc., your Company has managed to sustain its position in the industry.

DIVIDEND

In order to conserve cash and ensure liquidity, your Board has not recommended any dividend for the Financial Year ended 31st March 2025.

SHARE CAPITAL

The Authorized 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 paidup share capital is Rs. 3,00,70,000/ divided into 60,14,000 equity shares of Rs. 5/ each. There was no change in share capital during the year.

RESERVES

No amount is proposed to be transferred to reserves during the year.

DEPOSITS

The Company has neither accepted nor has any outstanding deposits as per the Companies Act, 2013.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate, or joint venture companies. Hence, the Company is not required to prepare form AOC1 with respect to performance of subsidiary or joint venture or associate company.

LISTING

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of subsection 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) The Directors had 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 ended March 31, 2025 and of the profit or loss of the Company for that period;

iii) The Directors had 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) The Directors had prepared the Annual Accounts for the Financial Year ended March 31, 2025 of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had 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

During the financial year 202425, Mrs Meena Aggarwal, Director was due for retirement by rotation and being eligible was reappointed in the Annual General Meeting of the Company dated 29^th September 2024.

b) Appointments and Cessation of Directors

Further based on his performance evaluation, Mr. Ravinder Mohan Manchanda was reappointed as an independent director for a second term of 5 years starting 29^th September

2024. Mr. Vineet Gupta was appointed as an Independent director for a term of 5 years starting 05^th September 2024. Mr. Sanwar Mal Saini, Independent Director, resigned and ceased to be director w.e.f 26^th March 2025.

In the opinion of the Board, Mr. Vineet Gupta, the Independent Director, appointed during the financial year is the person of integrity and possess requisite expertise, skills and experience (including the proficiency) required for their role as well as fulfils the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the SEBI LODR Regulations and are independent from Management.

c) Declaration of Independent Directors

At the first meeting of the Board of Directors for the Financial Year 202425, held, the Independent Directors confirmed, pursuant to Section 149(7) of the Companies Act, 2013, that they continue to meet the criteria of independence as prescribed under Section 149(6) of the said Act.

The Board, after undertaking due assessment of the declarations submitted, was satisfied that the Independent Directors:

Meet the prescribed criteria of independence.

Remain independent of the Management.

Possess the necessary integrity, expertise, experience, and skills for their roles.

All Independent Directors have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar. Those required under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall continue to undertake the proficiency selfassessment test within the stipulated period.

In compliance with Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on 05^th September 2024, without the presence of NonIndependent Directors and members of management.

d) Women Director

In line with Section 149 of the Companies Act, 2013 , the Company has ensured the presence of one Woman Director on the Board.

Mrs. Meena Aggarwal, Chief Executive Officer and Wholetime Director, continues to serve as the Woman Director of the Company.

e) Appointment and Cessation of Key Managerial Personnel (KMP)

There were no changes in the Key Managerial Personnel during the financial year 202425.

As on the date of this report, the Key Managerial Personnel (KMP) of the Company are:

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

BOARD MEETINGS

During the financial year 202425, 6 (Six) meetings were held on 30^th May 2024, 13^th August 2024, 5^th September 2024, 14^th November 2024, 12^th February 2025 and 27^th March 2025. Here gap between two Board Meetings did not exceed 120 days as mentioned in Regulation 17(2) of the Listing Regulations.

S. No. Date of meeting	No. of directors required to attend meeting	No. of directors attended the meeting	% of attendence
1. 30/05/2024	4	4	100
2. 13/08/2024	4	4	100
3. 05/09/2024	4	4	100
4. 14/11/2024	5	5	100
5. 12/02/2025	5	5	100
6. 27/03/2025	4	4	100

COMMITTEES OF THE BOARD

The Board of your Company continues to operate through five (5) Committees, constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as detailed below:

a) Audit Committee

The Audit Committee continues to provide oversight on the Companys financial reporting, internal control systems, statutory compliance, and risk management framework. It ensures the maintenance of transparency and integrity in financial disclosures and reviews processes such as internal audits, statutory audits, and the Whistle Blower Mechanism. Additionally, it monitors compliance with applicable laws and policies, including the Prevention of Sexual Harassment at Workplace.

The internal auditor continues to functionally report to the Audit Committee. Executive Directors and Senior Management attend the meetings as invitees when required. All recommendations of the Committee were accepted by the Board.

The Audit Committee met four (4) times during the financial year 202425, on the following dates:

. 30^th May 2024

5^th September 2024

14^th November 2024

27^th March 2025

S. No. Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1. 30/05/2024	3	3	100
2. 05/09/2024	3	3	100
3. 14/11/2024	3	3	100
4. 27/03/2025	3	3	100

Composition of the Committee as on the date of this Report:

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

b) Nomination & Remuneration Committee (NRC)

The NRC is responsible for recommending appointments and remuneration policies for Directors and Key Managerial Personnel (KMP), and overseeing the evaluation of the Boards performance. It also ensures fair and transparent compensation to Executive Directors and Senior Management.

The NRC met four (4) times during the year on:

. 30^th May 2024

13^th August 2024

05^th September 2024

27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	30/05/2024	3	3	100
2.	13/08/2024	3	3	100
3.	05/09/2024	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on date of this report:

S.No	Name of the Member	Designation
1.	Mr. Ravinder Mohan Manchanda	Chairman
2.	Mr. Sanwar Mal Saini till 25th March 2025	Member
3.	Mr. Vipin Aggarwal	Member
4.	Mr. Vineet Gupta w.e.f. 05th September 2024	Member

c) Stakeholders Relationship Committee

The Committee resolves issues related to investor grievances including transfer/transmission of shares, nonreceipt of dividend, share certificates, and general meeting matters. It also reviews share dematerialization and rematerialization processes.

It met four (4) times during the year:

13^th August 2024

5^th September 2024

12^th February 2025

27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	13/08/2024	3	3	100
2.	05/09/2024	3	3	100
3.	12/02/2025	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on date of this report:

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

d) Risk Management Committee

This Committee focuses on implementing and monitoring an enterprise risk management framework to identify, assess, and mitigate potential risks across strategic and operational areas of the business.

It met four (4) times during FY 202425:

30^th May 2024

5^th September 2024

14^th November 2024

27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	30/05/2024	3	3	100
2.	05/09/2024	3	3	100
3.	14/11/2024	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on date of this report:

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

e) Corporate Social Responsibility and Sustainability Committee

The Company did not meet the criteria for applicability of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) for the financial year 202425.

Accordingly, the provisions of CSR under the Act remained nonapplicable, and the CSR Committee was not required to function during the year.

POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company firmly believes that fostering a diverse and inclusive culture is essential for longterm success. A diverse Board composition enhances the quality of decisionmaking by leveraging varied skills, qualifications, professional experiences, and perspectives of its members. This, in turn, supports sustainable and balanced development.

In line with this philosophy and in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted a Nomination and Remuneration Policy.

Key Features of the Policy

The Policy, among other things, empowers the Nomination and Remuneration Committee (NRC) to:

Formulate criteria for appointment of Executive, NonExecutive, and Independent Directors to the Board;

Evaluate and recommend appointments to senior management positions;

Determine appropriate remuneration structures based on qualifications, experience, and industry benchmarks;

Assess positive attributes and independence of Directors in line with the statutory requirements under Section 178(3) of the Companies Act, 2013;

Establish broad guidelines for performance evaluation of:

o The Board as a whole, o Its Committees,

o Individual Directors (including the Chairperson and Independent Directors);

Promote gender diversity by encouraging the appointment of women to senior executive roles;

Develop frameworks to attract, retain, and motivate highquality talent.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

Review and Amendments

There was no change in the Nomination and Remuneration Policy during the financial year 202425. The policy continues to reflect the Companys commitment to good governance, meritocracy, and inclusion.

Availability of the Policy

The complete Nomination and Remuneration Policy is accessible on the Companys official website at:http://www.woodsvilla.in/nomination remuneration policy.html

PERFORMANCE EVALUATION

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companys Nomination and Remuneration Policy, the Board of Directors undertakes an annual evaluation of its own

performance, the performance of its Committees, and that of individual Directors.

Evaluation of the Board

The performance of the Board as a whole was evaluated based on a review of the Companys periodic performance, strategic contributions by the Board, and the alignment of Board decisions with the Companys longterm goals and value creation plans.

Evaluation of Executive Directors

The performance of the Wholetime Directors was evaluated by the Board based on:

Their dedication and leadership in the implementation and execution of strategic objectives;

Management of growthoriented initiatives;

Achievement of key performance indicators and business milestones.

Evaluation of NonExecutive and Independent Directors

The performance of NonExecutive and Independent Directors was assessed based on their:

Role in promoting corporate governance best practices;

Involvement in strengthening transparency and regulatory compliance;

Strategic guidance and oversight in decisionmaking processes.

Evaluation of Committees

The performance of each Committee of the Board was reviewed on the basis of:

Effectiveness in executing the assigned functions and responsibilities;

Contribution to the achievement of committeespecific goals;

Timeliness and quality of deliberations, reviews, and recommendations.

Outcome of the Evaluation

The Board noted that the evaluation process was conducted in a fair, objective, and constructive manner. The Directors expressed their satisfaction with the overall performance evaluation framework and its outcomes.

Number of employees as on the closure of financial year

i. Female : 1 (One)

ii. Male : 9 (Nine)

iii. Transgender : 0

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report are presented in a separate section forming part of this Annual Report in Annexure A.

CORPORATE GOVERNANCE REPORT

The provisions relating to the Corporate Governance as enumerated under the Regulation 15 of Listing Regulations are not applicable to your Company as the paid up share capital and net worth of the Company as on the last day of the previous financial year are below rupees ten crores and rupees twentyfive crores respectively. Hence, the disclosure in the annual report relating to para C, D and E of Schedule V to the above said Regulations does not forms the part of this Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34(3) of Listing Regulations, a Vigil Mechanism/Whistle Blower policy for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

During the year under review, no employee was denied access to the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 202425.

RISK MANAGEMENT POLICY

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets related to the services provided by the Company. The management also monitors the socioeconomic changes worldwide and the changes in the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks interse that is generally dealt in regular course of business and has to be taken care of is seasonal sale and weather conditions.

RELATED PARTY TRANSACTIONS

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

During the year under review, no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Act. All the related party transactions entered during the year were in the ordinary course of business and on arms length basis.

Further, no material related party transaction was entered during the year under review. Accordingly, disclosure as required under section 134(3) (h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC2, is not applicable to your Company.

All related party transactions are mentioned in the notes to the financial statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Board has interalia reviewed the adequacy and effectiveness of your Companys internal financial controls relating to its financial statements. The Board has discussed with the Management of the Company the major financial risk exposures and the steps taken by it to monitor and control such exposures, overseen and reviewed the functioning of the Whistle Blower Mechanism and the findings in respect of the investigations conducted on frauds, which were material in nature and the actions taken by the Management in this regard.

MATERIAL CHANGES, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSURE OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

No significant changes have occurred affecting the Companys financial position from the end of the Financial Year 202425 up to the date of this Report.

EXTRACT OF ANNUAL RETURN

A copy of annual return of the Company is available on the website of the Company. Web link of the same is https://woodsvilla.in/pdf/MGT7202324.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any Loan or given any Guarantees and the details of investments made are given under relevant note of the Financial Statements.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE BANK

During the period under review, no significant or material orders were passed by any Regulator, Court or Tribunal against your Company, which could impact its going concern status or operations.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has constituted necessary Internal Complaints Committee in accordance with the said Act.

During the period under review, your Company has not received any complaint of Sexual Harassment at Work Place.

AntiSexual Harassment Policy

Your Company has in place a policy on prevention of sexual harassment at workplace. Internal Complaint committee is not required to be constituted as the worker in our organisation is less than 10 during the Financial Year under review. Further the details of complaints received as follows:

(a) number of complaints of sexual harassment received in the year Nil

(b) number of complaints disposedoff during the year Nil

(c) number of cases pending for more than ninety days Nil

The company has complied the provisions relating to the Maternity Benefit Act 1961.

AUDITORS

STATUTORY AUDITORS AND THEIR REPORT

At the 34th Annual General Meeting of the Company held on 30th September, 2022, M/s Rakesh Raj & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 34th AGM until the conclusion of the 39th AGM, on a remuneration as may be determined by the Board.

The Statutory Auditors have not made any qualifications, reservations, or adverse remarks in their report for the financial year 202425. Furthermore, in accordance with the provisions of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instance of fraud committed by the officers or employees of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s CKA & Associates, Company Secretaries, as the Secretarial Auditor for the financial year 202425.

The Secretarial Audit was conducted in accordance with applicable rules and regulations. The Secretarial Audit Report is annexed to this Report as AnnexureB. The Report is free from any qualification, reservation, or adverse remark and is selfexplanatory.

INTERNAL AUDITORS

In compliance with Section 138 of the Companies Act, 2013, and the rules framed thereunder, the Company appointed M/s Ashu Gogia & Associates, Chartered Accountants, as the Internal Auditors for the financial year 202425.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit are not applicable to your Company for the financial year 202425. Hence, no Cost Auditor was appointed.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company is committed to sustainable practices and efficient use of resources.

(A) CONSERVATION OF ENERGY

a. Steps taken or impact on conservation of energy:

While the Companys operations do not involve energyintensive processes, it remains vigilant in conserving resources through efficient practices in daily operations.

b. Steps taken for utilizing alternate sources of energy:

Efforts continue to improve energy efficiency and encourage the use of renewable energy sources such as solar energy.

c. Capital investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Companys business model does not involve specialized technology; hence, no material efforts were required.

b. Benefits derived: N.A.

c. Information on technology imported in the last 3 years: N.A.

d. Expenditure on Research and Development: N.A.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

PARTICULARS OF EMPLOYEES / PERSONNEL

In accordance with Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required disclosures are annexed to this Report as AnnexureC.

Further, in compliance with Rule 5(2) and Rule 5(3), the statement containing particulars of employees is available for inspection. As per Section 136 of the Act, the Report excluding this

annexure is being sent to shareholders. Any member interested in obtaining a copy may write to the Company Secretary at woodsvillaresort@gmail.com.

SECRETARIAL STANDARDS

During the financial year 202425, the Company has complied with Secretarial Standards1 and Secretarial Standards2, as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 202425.

VALUATION DIFFERENCE DURING ONETIME SETTLEMENT

No onetime settlement was carried out during the financial year 202425. Hence, this clause is not applicable to the Company for the year under review.

ACKNOWLEDGEMENTS

The Board of Directors extends its sincere gratitude to the Ministry of Corporate Affairs, Securities and Exchange Board of India, other Regulatory Authorities, Financial Institutions, Stock Exchanges, Registrars, Share Transfer Agents, and Banking Partners for their consistent support and guidance.

The Board also thanks its valued shareholders for their unwavering trust and continued support, and expresses its appreciation to its customers for their loyalty and patronage.

Most importantly, the Board places on record its deep appreciation for the commitment, integrity, and tireless efforts of all employees across the organization. Their professionalism, performance, and teamwork continue to be the foundation of the Companys success in todays dynamic environment.

For and on behalf of the Board

Vipin Aggarwal

Director (DIN: 00084395)

Meena Aggarwal

Wholetime Director & CEO (DIN: 00084504)

Place: New Delhi Date: 1^st September 2025

Annexure A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT For the Financial Year Ended March 31, 2025

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian hospitality industry continues to evolve as one of the fastestgrowing service sectors, contributing significantly to GDP and employment generation. It encompasses a wide array of services including lodging, food and beverages, travel and tourism, wellness, and event management.

During FY 202425, the sector witnessed a rebound in travel activity, both domestic and international, supported by economic recovery, infrastructural investments, government initiatives such as Dekho Apna Desh, and rising disposable incomes. The sector remains pivotal to the Indian economy due to its multiplier effect across other industries such as transportation, handicrafts, food processing, and aviation.

OPPORTUNITIES

1. Boom in Domestic and International Tourism:

Increased tourist footfall, especially to leisure and cultural destinations, is creating new demand for midsize and boutique hotel formats. The Company is wellpositioned to tap into this growing market through experiential offerings and location advantage.

2. Business and MICE Travel Growth:

Indias position as a strategic global hub for IT, pharmaceuticals, finance, and manufacturing is driving demand for business travel and Meetings, Incentives, Conferences, and Exhibitions (MICE). This opens a steady revenue stream from corporate clientele.

3. Digital and Technological Integration:

Customer expectations are evolving toward personalization and contactless services. Investments in mobile apps, CRM systems, AIenabled booking engines, and digital checkin/out processes are enabling hotels to deliver seamless experiences and enhance loyalty.

4. Experiential and Sustainable Tourism Trends:

The growing preference for ecofriendly stays, wellness experiences, and cultural immersion is influencing consumer choices. This presents an opportunity to package local experiences and promote sustainable practices.

THREATS, RISKS & CONCERNS

1. Economic Cyclicality:

Being a discretionary service sector, hospitality is sensitive to changes in macroeconomic indicators such as inflation, interest rates, and disposable incomes. A downturn can lead to a sharp decline in bookings and average room rates (ARRs).

2. Intensifying Competition:

The market is highly fragmented with the emergence of global hotel chains, aggregator platforms, and alternative stay options like homestays and Airbnb. Maintaining differentiation through superior service and guest engagement is critical.

3. Regulatory Framework and Compliance:

The sector operates under multiple layers of regulations?FSSAI, GST, Fire and Safety Norms, Labour Laws?which frequently change and require ongoing compliance efforts.

4. Seasonality and Regional Dependence:

Occupancy and revenue remain seasonally skewed, especially in leisure segments, which leads to challenges in cash flow consistency and capacity utilization.

5. Infrastructure and Accessibility Issues:

The development of secondary and tertiary tourism destinations is often hampered by inadequate road, rail, or air connectivity and inconsistent municipal services.

6. Security and Health Risks:

Postpandemic sensitivity toward hygiene and safety remains high. Any lapse can result in reputational damage and legal liabilities, making ongoing investment in safety protocols and staff training essential.

OUTLOOK

The outlook for FY 202526 remains positive, buoyed by sustained domestic tourism growth, revival in international travel, and rising interest in valuedriven, experiential, and sustainable stays. The Company is focused on leveraging these trends through:

Revamping customer touchpoints using technology.

Upskilling staff and enriching local engagement.

Offering curated guest experiences beyond conventional lodging.

By prioritizing assetlight expansion, digital capabilities, and compliance with ESG norms, the Company is committed to sustainable longterm value creation.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Industrial relations across all locations remained cordial and stable during FY 202425. Human Resources is viewed as a strategic pillar in delivering superior guest experiences. The Company implemented several initiatives:

Standard Operating Procedures (SOPs): Detailed manuals were established for all frontline and backend departments including Front Desk, Housekeeping, F&B, Maintenance, and Guest Relations.

Onboarding and Training: All new hires receive structured onboarding kits including organizational vision, job descriptions, cultural ethos, and compliance frameworks.

Language and Interpersonal Skills: Ongoing training in English, local dialects, and service etiquette to better cater to international and highvalue domestic guests.

Career Development Programs: Structured growth tracks have been introduced for operational and managerial roles, supported by performancelinked incentives.

Workplace Culture: The Company emphasizes inclusivity, diversity, and ethical conduct, and has implemented formal grievance redressal mechanisms and feedback loops.

As of March 31, 2025, the Company had 10 employees on payroll.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE

In line with the Indian Accounting Standards (Ind AS) and internal reporting structure, the Company operates in a single segment ? hospitality services. Accordingly, segmentwise reporting is not applicable.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance of the Company during the year was broadly aligned with its operational outcomes. Revenue from operations witnessed a moderate increase owing to higher occupancy and improved pricing. However, margin compression occurred due to inflationary pressure on fixed costs and operating expenses. Despite this, cash flow management and fiscal prudence helped maintain liquidity and solvency.

COMPLIANCE WITH STATUTORY AND LEGAL REQUIREMENTS

The Company is committed to maintaining full compliance with applicable statutes including the Companies Act, SEBI Listing Regulations, labour laws, environmental norms, and other sectorspecific regulatory frameworks. Quarterly compliance reports and periodic audits are conducted to ensure timely redressal of any nonconformities.

GOING CONCERN

Based on internal assessment and the current financial position, the Board is of the opinion that the Company has adequate resources to continue operations for the foreseeable future. Accordingly, the financial statements for FY 202425 have been prepared on a going concern basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal control framework, which is reviewed periodically by both internal and statutory auditors. The systems ensure:

Adherence to policies and SOPs

Protection of assets

Accuracy and reliability of accounting records

Compliance with laws and regulations

Risk identification and mitigation mechanisms

The Audit Committee reviews the internal audit reports, risk register, and control matrices quarterly to address key concerns and suggest improvements.

DISCLOSURE OF ACCOUNTING TREATMENT & KEY FINANCIAL RATIOS

The financial statements have been prepared in accordance with the Accounting Standards specified under Section 133 of the Companies Act, 2013 and other applicable provisions. The accounting policies have been applied consistently throughout the year and are disclosed in the notes to the financial statements.

Key Financial Ratios (Standalone)

Ratio	Formula	FY 2024 25	FY 2023 24	% Change	Explanation
Current Ratio	Total Current Assets / Total Current Liabilities	35.69	27.28	+24.84%	Improved liquidity position and better working capital management.
DebtEquity Ratio	(Current + NonCurrent Debt) / Total Equity	0.01	0.02	23.89%	Reduction in debt exposure.
Return on Equity (ROE)	Net Profit After Tax / Avg. Total Equity	3.58%	6.63%	46.00%	Lower net profits impacted return metrics.
Inventory Turnover Ratio	Revenue from Operations / Avg. Inventory	0.41	0.40	+5580.56%	Significant improvement in inventory utilization linked to operational growth.
Ratio	Formula	FY 2024 25	FY 2023 24	% Change	Explanation
Trade Receivables Turnover	Revenue from Operations / Avg. Trade Receivables	107.25	109.66	+1742.76%	Strong collection efficiency and improved cash flow cycle.
Trade Payables Turnover	Net Credit Purchases / Avg. Trade Payables	102.59	71.66	+49.09%	Higher vendor turnover rate, aligned with operating volume.
Net Capital Turnover Ratio	Revenue from Operations / (Current Assets Current Liabilities)	0.35	0.33	+6.39%	Stable working capital cycle.
Net Profit Margin	Net Profit / Revenue from Operations	24.29%	44.69%	45.65%	Margin declined due to increased operational costs despite revenue growth.
Return on Capital Employed	PBT + Finance Costs / (Equity + Debt Cash Equivalents)	4.82%	7.08%	31.92%	Decline in profit before tax affected returns on capital invested.

CAUTIONARY STATEMENT

This report may include certain “forwardlooking statements” within the meaning of applicable securities laws and regulations. Actual performance may vary significantly from the projections herein due to changes in external and internal factors including but not limited to market conditions, regulatory developments, geopolitical dynamics, and operational challenges.

Annexure B

Form No. MR3