Directors Report of Roopshri Resorts Ltd.

Mar 31, 2025

The Directors of the Company take pleasure in presenting their Thirty-Fifth Annual Report on the Business and
Operations of the Roopshri Resorts Limited (“the Company”) and the Accounts for the Financial Year ended
March 31, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025, and the previous financial
year ended March 31, 2024, is given below:

Particulars	31-Mar-25	31-Mar-24
Total Income	206.38	186.88
Less: Expenditure	134.02	122.08
Profit before Depreciation	72.36	64.80
Less: Depreciation	11.27	10.83
Profit before Tax	61.09	53.97
Provision for Taxation	15.97	9.32
Profit after Tax	45.12	44.65
Earnings Per Share (FV of Rs 10/- per share)
(1) Basic	0.63	0.76
(2) Diluted	0.63	0.76

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025, have been
prepared in accordance with the Accounting Standard (AS) as notified by the Ministry of Corporate Affairs and
as amended from time to time.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at Rs 206.38 lakhs for the year ended March 31, 2025, as against Rs
186.88 lakhs in the previous year. The Company made a net profit (after tax) of Rs. 45.12 lakhs for the year ended
March 31, 2025, as compared to the net profit of Rs. 44.65 lakhs in the previous year.

3. CASH FLOW STATEMENTS:

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations"), a Cash Flow Statement is included as part of the
financial statements in this Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the
profits.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends
that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the
Investor Education and Protection Fund (“IEPF”). In financial year 2024-25, there was no amount due for transfer
to IEPF.

7. STATE OF THE COMPANY’S AFFAIR:

There has been no change in the nature of the business of the Company during the financial year under review.

8. SHARE CAPITAL

The Authorized share capital of the Company is Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs only), divided
into 1,05,00,000 (One Crore Five Lakh) equity shares of Rs. 10/- (Rupees Ten only).

The Paid-up capital of the Company is Rs. 7,21,90,200/- (Rupees Seven Crore Twenty-One Lakh Ninety
Thousand Two Hundred Only) divided into 72,19,020/- (Seventy-Two Lakh Nineteen Thousand and Twenty)
Equity shares of Rs. 10/- (Rupees Ten only).

9. CHANGE IN SHARE CAPITAL:

There were no changes in the share capital of the Company during the period under review.

10. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Listing Regulations and
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report as “Annexure III”.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of the business of the Company during the financial year under review.

12. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) of the Companies
Act, 2013, as well as intimation by directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013,
and declarations as to compliance with the Code of Conduct of the Company.

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the listing regulation, a certificate of
Non-Disqualification of Directors as received from JNG & Co. LLP, Practicing Company Secretary, forming part
of the Annual Report as “Annexure IV”.

13. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO
DIRECTORS, KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination
& Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a
framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, and the other
employees and their remuneration.

The Policy forms part of the Annual Report as “ Annexure I”. Further, as required under Section 134(3) of the
Companies Act, 2013, the Nomination and Remuneration Policy of the Company is available on the website of
the Company pursuant to the proviso of Section 178(4) of the Companies Act, 2013, at:-
https://www.roopshriresorts.co.in/pdf/Remuneration%20Policv.pdf.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of
every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, does not apply to the Company.

14. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture, or Associate Company.

15. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company, that
have occurred during the period under review and as on the date of this report.

16. ANNUAL RETURN:

The draft Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section
92(3) and 134(3)(9) of the Companies Act, 2013, as amended from time to time, and the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company at:
https://www.roopshriresorts.co.in/Investor.html.

17. FAMILIARISATION PROGRAMME FOR DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, the Company is required to familiarise its Independent
Directors through various programmes about the Company, including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(c) roles, rights, responsibilities of independent directors; and

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior Management, giving an overview of the operations, to
familiarise the new Directors with the Company''s business operations. The new Directors are given an orientation
on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the Independent Directors attended one familiarisation programme designed to
enhance their understanding of the Company and their roles.

The details of the Familiarisation Programme are available on the Company’s website at
https://www.roopshriresorts.co.in/Investor.html.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial personnel

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non¬
Executive Directors, and Independent Directors.

During the review period and as of the report''s date, the following changes took place in the Board Structure.

• Mrs. Sonakshi Shah (DIN: 09160599), whose present term of appointment as a Non-Executive Non¬
Independent Director is valid up to April 28, 2026. The Board of Directors of the Company (“Board”),
at its meeting held on August 29, 2025, subject to the approval of members, has proposed to re-appoint
Mrs. Sonakshi Shah as a Non-Executive Non-Independent Director of the Company, liable to retire by
rotation, to hold office for a period of 5 (five) years with effect from April 29, 2026 upto April 28, 2031.

• Mr. Shreyas Shah (DIN: 01835575) was appointed as Whole-time Director on October 29, 2018. The
Board of Directors of the Company (“Board”), at its meeting held on August 29, 2025 has, subject to the
approval of members, proposed to change the designation of Mr. Shreyas Shah (DIN: 01835575) from
Whole-Time Director to Managing Director, for a period of 5 (five) years, i.e., with effect from August
29, 2025

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Shreyas Shah, Executive Director of the Company, will retire by rotation at the ensuing 35^th Annual General
Meeting and, being eligible, offer himself for re-appointment as per Section 152 of the Companies Act, 2013.

The brief resume of Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the
companies in which he has held directorships, his shareholding, etc., are furnished in Annexure - A to the notice
of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations
16(1) (b) & 25 of the Listing Regulations and there has been no change in the circumstances, which may affect their
status as Independent Director during the year.

The Independent Directors met on March 21, 2025, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors, and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

19. KEY MANAGERIAL PERSONNEL:

During the period under review and as on the date of the Report, the following are the Key Managerial Personnel
(“KMP”) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, as follows:

(a) Mr. Shreyas Shah (Whole-time Director) (upto August 29, 2025)

(b) Mr. Shreyas Shah (Managing Director) (w.e.f August 29, 2025)

(c) Mr. Abhijeet Bablu Das (Chief Financial Officer)

(d) Ms. Unnati Bhanushali (Company Secretary & Compliance Officer)

20. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

They continue to fulfill the criteria of independence provided in Section 149 (6) of the Companies Act, 2013, along
with Rules framed thereunder and Regulation 16(1)(b) of Listing regulations; and there has been no change in the
circumstances affecting/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. In
terms of Section 150 of the Companies Act, 2013 and rules framed thereunder.

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent
Directors are persons of high repute, integrity, and possess the relevant expertise and experience in their respective
fields.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to
Meetings of the Board of Directors and General Meetings.

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors
(SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

22. BOARD MEETINGS:

The Company held four (4) meetings of its Board of Directors during the year on May 22, 2024; August 27, 2024;
November 13, 2024, and January 31, 2025. The intervening gap between the two consecutive Board Meetings
was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Companies
Act, 2013, and the Listing Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr. No.	Date of Meeting	Total No of Directors as on the date of the meeting.	Attendance
			No. of Directors attended	% of Attendance
1.	May 22, 2024	4	4	100%
2.	August 27, 2024	4	4	100%
3.	November 13, 2024	4	4	100%
4.	January 31, 2025	4	4	100%

23. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of the Companies Act, 2013, continued working under the Chairmanship
of Mrs. Tejal Vala. During the year, the committee met three times with full attendance of all the members. The
composition of the Audit Committee as of March 31, 2025, and details of the Members'' participation at the
Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			22.05.2024	27.08.2024	13.11.2024
Mr. Tejal Vala	Non-Executive Independent Director	Chairman	Yes	Yes	Yes
Mrs. Sonakshi Shah	Non-Executive Non¬ Independent Director	Member	Yes	Yes	Yes
Ms. Kajal Chhatwal	Non-Executive Independent Director	Member	Yes	Yes	Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities, or the public.

• Recommendation for appointment, remuneration, and terms of appointment of auditors of the listed entity;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring the auditor’s independence and performance, and the effectiveness of the audit
process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the listed entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing, and seniority of the official heading the department, reporting structure coverage, and
frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of the audit, as well
as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends), and creditors;

• To review the functioning of the whistleblower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience, and
background, etc. of the candidate;

• Carrying out any other function as mentioned in the terms of reference of the audit committee.

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower, including existing
loans/advances/investments existing as on the date of coming into force of this provision.

• Consider and comment on the rationale, cost-benefits, and impact of schemes involving merger, demerger,
amalgamation, etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Management letters/letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal, and terms of remuneration of the chief internal auditor shall be subject to review by
the audit committee.

• Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

All the Members on the Audit Committee have the requisite qualifications for appointment on the Committee and
possess sound knowledge of finance, accounting practices, and internal controls.

The Statutory Auditors, Internal Auditors, and Chief Financial Officer are invited to attend the meetings of the
Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Tejal Vala, the Chairman of the
Committee, was present at the last Annual General Meeting (AGM) held on September 26, 2024.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of the Companies Act, 2013, continued
working under the Chairmanship of Ms. Kajal Chhatwal. During the year, the committee met Two time with full
attendance of all the members. The composition of the Nomination and Remuneration Committee as on March
31, 2025, and details of the Members'' participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on
			22.05.2024	27.08.2024
Ms. Kajal Chhatwal	Non-Executive Independent Director	Chairman	Yes	Yes
Mrs. Tejal Vala	Non-Executive Independent Director	Member	Yes	Yes
Mrs. Sonakshi Shah	Non-Executive Non¬ Independent Director	Member	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

The terms of reference of the Committee inter alia include the following:

• Formulation of the criteria for determining qualifications, positive attributes, and independence of a
director and recommend to the board of directors a policy relating to the remuneration of the directors,
key managerial personnel, and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge, and experience on the Board and, based on such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. To identify suitable candidates, the Committee may:

a) Use the services of an external agency, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on the diversity of the board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommending to the board of directors their
appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, based on the report
of the performance evaluation of the independent directors.

• Recommend to the board all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy, which is annexed to the Board’s Report as “Annexure I”.

(c) Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of the Companies Act, 2013, continued working
under the Chairmanship of Mrs. Sonakshi Shah. During the year, the committee met one time with full attendance
of all the members. The composition of the Stakeholders Relationship Committee as of March 31, 2025, and
details of the Members'' participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 22.05.2024
Mrs. Sonakshi Shah	Non-Executive Non¬ Independent Director	Chairperson	Yes
Mr. Shreyas Shah	Executive Director	Member	Yes
Mrs. Kajal Chhatwal	Non-Executive Independent Director	Member	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity, including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring the timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company
had no share transfers pending as of March 31, 2025.

Ms. Unnati Bhanushali is the Company Secretary and Compliance Officer of the Company.

24. BOARD PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees, and individual
Directors. The entire Board carried out a performance evaluation of each Independent Director, excluding the
Independent Director being evaluated. The Nomination Remuneration Committee also carried out an evaluation
of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out the
parameters of the evaluation. Evaluation parameters of the Board and Committees were mainly based on
Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and
Committees, etc. Evaluation parameters of Individual Directors, including the Chairman of the Board and
Independent Directors, were based on Knowledge to Perform the Role, Time and Level of Participation,
Performance of Duties and Level of Oversight, and Professional Conduct, etc.

Independent Directors, in their separate meeting, evaluated the performance of Non-Independent Directors, the
Chairman of the Board, and the Board as a whole.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act,
2013, and rules framed thereunder. Therefore, the provisions of Corporate Social Responsibility are not applicable
to the Company.

26. AUDITORS:

i. Statutory Auditors:

The Board has further re-appointed M/s V. N. Purohit & Co., Chartered Accountants (Firm Registration No
304040E) as the statutory auditors of the Company for 2^nd term of five consecutive years, from the conclusion of
the 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year
2029, as approved by the shareholders of the Company.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JNG & CO. LLP,
Practicing Company Secretaries (Firm registration L2024MH017500), headed by proprietor Mr. Jigar Kumar
Gandhi, having Membership No. 7569 and Certificate of Practice (CP No. 8108), to undertake the Secretarial
Audit of the Company for the financial year 2024-25. Further in accordance with Section 204 of the Companies
Act, 2013 the Board at its meeting held on August 29, 2025, based on recommendation of the Audit Committee,
has approved the appointment of M/s. JNG & Co. LLP, Practicing Company Secretaries, a peer reviewed firm
(Firm Registration No. L2024MH017500) as Secretarial Auditors of the Company for a term of five consecutive
years commencing from financial year 2025-26 till financial year 2029-30. The Secretarial Audit Report for the
financial year 2024-25 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

The Company is principally engaged in providing hotel and accommodation services, which are not mentioned in
the table appended to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Therefore, Section 148 of
the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of
section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s KKMK & Associates,
Chartered Accountants, as the Internal Auditors of your Company for the financial year 2024-25 & 2025-26. The
Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board.

27. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report do not contain any qualifications, reservations, or adverse
remarks impacting on financial or compliance controls. Report of the Statutory and Secretarial Auditor is given as
an Annexure, which forms part of this report.

28. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, read with the Rules made
thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine
concerns and to provide adequate safeguards against victimization of persons who may use such a mechanism.
The said Policy is available on the Company’s website at http://www.roopshriresorts.co.in.

30. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 of the Companies Act, 2013, read with rules made thereunder, the Board
has appointed M/s KKMK & Associates Chartered Accountants as the Internal Auditors of the Company to check
the internal controls and functioning of the activities and recommend ways of improvement. The Internal Financial
Controls with reference to financial statements as designed and implemented by the Company are adequate. The
Internal Audit is carried out on a half-yearly basis; the report is placed in the Audit Committee Meeting and the
Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board
is of the opinion that the Company’s internal financial controls were adequate and effective during the financial
year 2024-25.

31. RISK ASSESSMENT AND MANAGEMENT:

The Company has been continuously reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. The Company also takes all efforts to train its
employees from time to time to handle and minimize these risks. The policy is available on the company website:
https://www.roopshriresorts.co.in/pdf/Risk%20Management%20Policv.pdf.

32. LISTING WITH STOCK EXCHANGES:

Roopshri Resorts Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees
for the financial year 2025-26 to BSE Limited.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to
Meetings of the Board of Directors and General Meetings.

The Company is fully compliant with the applicable Secretarial Standards (SS), viz. SS-1 & SS-2 on Meetings of
the Board of Directors and General Meetings, respectively.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 of the Companies Act, 2015 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below.

a) The median remuneration of employees of the Company during the financial year was Rs. 2,34,000.

b) Percentage increase in the median remuneration of employees in the financial year 2024-25: 14.71%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 18 (Eighteen)

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/- per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

35. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted the following policies, which are
available on its website http://www.roopshriresorts.co.in/.

36. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Big Share Services Private Limited was the Registrar and Transfer Agent of
the Company.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not
energy-intensive. However, adequate measures have been initiated for the conservation of energy.

b) The steps taken by the Company for utilizing an alternate source of energy - The Company shall
consider on adoption of an alternate source of energy as and when necessary.

c) The Capital Investment on energy conservation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived, like product improvement, cost reduction, product development, or
import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

38. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given, and securities provided are provided in the
financial statements.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties
were in the ordinary course of business and on an arm’s length basis. Thus, Disclosure in form AOC-2 is not
required. Further, during the year, the Company had not entered into any contract/arrangement/transaction with
related parties which could be considered material in accordance with the policy of the Company on materiality
of related party transactions. All related party transactions are placed before the Audit Committee and Board for
approval. The details of the related party transactions as required under Accounting Standard (AS-18) are set out
in Notes to the financial statements forming part of this Annual Report.

40. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for
Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set a
framework, rules, and procedures that all concerned persons should follow while trading in listed or proposed to
be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“ the Code”) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website
https://www.roopshriresorts.co.in/Investor.html.

41. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and
74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

42. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the financial year were in the
ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year that were in conflict with the interests of the Company.

43. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year 2024-25.

44. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going
concern status and the Company’s operations in the future.

45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization,
free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, and the rules made thereunder (“POSH Act”). The policy is available on website on
https://www.roopshriresorts.co.in/Investor.html

The Company has also set up Internal Complaints Committee(s) (‘ICCs’) for each workplace, which is in compliance with the
requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free
and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office,
as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review.

46. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results.
With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives
and have the right information on business evolution.

47. DOWNSTREAM INVESTMENT

The Company neither has any Foreign Direct Investment (FDI) nor has it invested in any Downstream Investment
in any other Company in India.

48. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2025.

Male Employees: 4
Female Employees: 14
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

49. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March
31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the
year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ending March 31, 2025.

50. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

51. CORPORATE GOVERNANCE:

In terms of the Listing Regulations, companies that have listed their specified securities on the Small and Medium
Enterprises (“SME”) Exchange are exempted from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of Bombay Stock
Exchange (“BSE”), the Company is exempted from compliance with Corporate Governance requirements, and
accordingly, the reporting requirements like Corporate Governance Report, Business Responsibility Report, etc.
are not applicable to the Company.

52. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed, and
there are no material departures.

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 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 the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company, and such internal financial
controls are adequate and operating effectively.

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.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company’s internal financial controls were adequate and effective during the financial year
2024-25.

53. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014,
the company needs to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been
reported in the Annual Return of the company.

54. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis
describing the Company’s objectives, projections, estimates, and expectations, may constitute ‘forward-looking
statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement, depending on the circumstances.

55. DISCLOSURES:

There were no transactions with respect to the following matters during the year:

1. The Company does not have any scheme or provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

2. There has been no issue of shares (including sweat equity shares) to the employees of the company under any
scheme, save and except Employees’ Stock Options Schemes referred to in this report.

3. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

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

5. During the financial year, there has been no revision in the Financial Statements or the Board’s Report.

6. The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

56. ACKNOWLEDGEMENTS:

Your directors would like to express a deep sense of appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities, and Shareholders, and for the devoted service by
the Executives, staff, and workers of the Company. The Directors express their gratitude towards each one of
them.

Registered Office: By order of the Board of Directors

Hotel Alexander, h.No.246, FOR ROOPSHRI RESORTS

Plot No. 99, Matheran, Karjat, ^LIMITED

Raigarh, Maharashtra, India - 410102
Tel: [phone]

CIN: L45200MH1990PLC054953 Shreyas Shah

Website: www.roopshriresorts.co.in

^Email: info@^ro°p^shriresort^s. ^c°.iⁿ (Managing Director)

Matheran, Friday, August 29, 2025.

hd/-

Mrs. Sonakshi Varma
(DIN: 09160599)

(Non-Executive Non-Independent Director)
Matheran, Friday, August 29, 2025

---

Mar 31, 2024

Your Directors take pleasure in presenting their Thirty-Fourth Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the previous financial year
ended March 31, 2023 is given below:

(? in lakhs)

Particulars	31-Mar-24	31-Mar-23
Total Income	186.88	70.94
Less: Expenditure	122.07	57.47
Profit before Depreciation	64.81	13.48
Less: Depreciation	10.83	9.09
Profit before Tax	53.97	4.38
Provision for Taxation	9.32	1.10
Profit after Tax	44.65	3.28
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	0.76	0.06
(2) Diluted	0.76	0.06

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at Rs.186.88 lakhs for the year ended March 31, 2024 as against Rs. 70.94 lakhs
in the previous year. The Company made a net profit (after tax) of Rs. 44.65 lakhs for the year ended March 31, 2024 as
compared to the net profit of Rs. 3.28 lakhs in the previous year.

3. CASH FLOW STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual
Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and
to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not
encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education
and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 10,50,00,000/- divided into 1,05,00,000 equity shares of Rs. 10/-
The Paid up capital of the Company is Rs. 7,21,90,200/- divided into 72,19,020 Equity shares of Rs. 10/-
Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

There were following changes in share capital of the Company during the period under review.

The Paid up capital of the Company was increased from Rs 5,83,60,200/- to Rs. 7,21,90,200/- divided into 72,19,020 Equity
shares of Rs. 10/- pursuant to the issue of Equity Shares on Preferential basis.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is
presented in a separate section forming part of the Annual Report as Annexure III”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by
directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed
to the Board’s Report as “Annexure IV”.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred during the period under review and as on the date of this report.

14. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at
https://www.roopshriresorts.co.in/Investor.html

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation
programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new
Directors with the Company''s business operations. The new Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major
risks and risk management strategy of the Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial personnel
During the period under review, there were following changes in Directors and Key Managerial Personnel;

Sr. No.	Date	Name of Director	Changes
1.	May 12, 2023	Ms. Kinjal Rathod	Resigned as Company Secretary and Compliance Officer
2.	May 29, 2023	Ms. Kajal Chhatwal	Appointed as Non-Executive Independent Director
3.	May 29, 2023	Mr. Niken Shah	Resigned as Non-Executive Independent Director
4.	May 29, 2023	Ms. Bhawana Lohiya	Appointed as Company Secretary and Compliance Officer
5.	August 07, 2023	Ms. Unnati Bhanushali	Appointed as Company Secretary and Compliance Officer
6.	August 07, 2023	Ms. Bhawana Lohiya	Resigned as Company Secretary and Compliance Officer
7.	November 13, 2023	Mrs. Tejal Vala	Re-appointed as Non-Executive Independent Director

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Shreyas Shah, Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in
which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet
with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the
circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 25, 2024, without the attendance of Non-Independent Directors and members of
the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a
whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non¬
Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. BOARD MEETINGS:

The Company held Seven (7) meetings of its Board of Directors during the year on May 29, 2023; August 07, 2023;
August 31, 2023; November 10, 2023; January 15, 2024, January 24, 2024 and March 16, 2024.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs. Tejal
Vala. During the year, the committee met four times with full attendance of all the members. The composition of the Audit
Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			29.05.2023	31.08.2023	10.11.2023	24.01.2024
Mrs. Tejal Vala	Non-Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Mr. Niken Shah*	Non-Executive Independent Director	Member	Yes	NA	NA	NA
Mrs. Sonakshi Shah	Non-Executive Non¬ Independent Director	Member	Yes	Yes	Yes	Yes
Ms. Kajal Chhatwal*	Non-Executive Independent Director	Member	NA	Yes	Yes	Yes

*Mr. Niken Shah Resigned on 29.05.2023. Thereon, Audit Committee was re-constituted and Ms. Kajal Chhatwal,
was admitted as member of Audit Committee.

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies
Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges,
regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review
Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board
for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same,
major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the
Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting
principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company
Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under
Chairmanship of Mr. Niken Shah. Further the Nomination and Remuneration Committee was re-constituted and Ms. Kajal
Chhatwal, was admitted as Chairman of Nomination and Remuneration Committee. During the year, the committee met
Two time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at

March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under Attendance at the
Remuneration Committee held on

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on
			29.05.2023	31.08.2024
Mr. Niken Shah*	Non-Executive Independent Director	Chairman	Yes	NA
Mrs. Tejal Vala	Non-Executive Independent Director	Member	Yes	Yes
Mrs. Sonakshi Shah	Non-Executive Non¬ Independent Director	Member	Yes	Yes
Ms. Kajal Chhatwal*	Non-Executive Independent Director	Chairman	NA	Yes

*Mr. Niken Shah Resigned on 29.05.2023. Thereon, Nomination and Remuneration Committee was re-constituted
and Ms. Kajal Chhatwal, was admitted as Chairman of Nomination and Remuneration Committee.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act,
2013. Some of the important functions performed by the Committee are:

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid
down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management
positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial
Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as
approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report as “Annexure I”.

(c) Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under
Chairmanship of Mrs. Sonakshi Shah. During the year, the committee met one time with full attendance of all the members.
The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members
participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 29.05.2023
Mrs. Sonakshi Shah	Non-Executive Non-Independent Director	Chairperson	Yes
Mr. Shreyas Shah	Executive Director	Member	Yes
Mr. Niken Shah*	Non-Executive Independent Director	Member	Yes

Mrs. Kajal Chhatwal*

Non-Executive Independent Director

Member

NA

* Mr. Niken Shah Resigned on 29.05.2023. Thereon, Stakeholders’ Relationship Committee was re-constituted and
Ms. Kajal Chhatwal, was admitted as Member of Stakeholders’ Relationship Committee.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act,
2013. Some of the important functions performed by the Committee are:

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time
to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed,
as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /
certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject
to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if any, and to allot
shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or
related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to
matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of
address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no
share transfers pending as on March 31, 2024.

Ms. Unnati Bhanushali, Company Secretary of the Company is the Compliance Officer.

19. BOARD PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The
entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being
evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key
functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform
the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the
Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there
under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

21. AUDITORS:

i. Statutory Auditors:

The Company had appointed M/s. V N Purohit & Co, Chartered Accountants (Firm Registration No 304040E) in the 29^th
Annual General Meeting to hold office till the conclusion of 34^th Annual General Meeting to be held in the year 2024.

The Board has further re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the
Company for 2nd term of five consecutive years, from the conclusion of 34^th Annual General Meeting till the conclusion of
the 39^th Annual General Meeting to be held in the year 2029, as approved by shareholders of the Company.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company
Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The
Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

Your Company is principally engaged into providing hotel and accommodation services. Therefore, Section 148 of the
Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section
138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Gaurav Shiv & Co Chartered
Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2023-24. The Internal Auditor
conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

M/s Gaurav Shiv & Co Chartered Accountants, Mumbai has resigned as the internal Auditor of the Company with effect
from May 22^nd, 2024. Further, the Company has appointed M/s KKMK & Associates, Chartered Accountants as the
internal Auditor of the Company for FY 2024-25 & 2025-26 in the place of M/s Gaurav Shiv & Co Chartered Accountants,
Mumbai with effect from May 22^nd, 2024.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks.
Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a
Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against
victimization of persons who may use such mechanism. The said Policy is available on Company’s website at
http://www.roopshriresorts.co.in.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Gaurav Shiv & Co
Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the
activities and recommend ways of improvement. The Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. The Internal Audit is carried out half yearly basis; the report is
placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of
the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the board is of the opinion
that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

25. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees
from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Roopshri Resorts Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the
year 2024-25 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and
General Meetings.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year was Rs. 2,04,000.

b) Percentage increase in the median remuneration of employees in the financial year 2023-24: 13.34%

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 17 (Seventeen)

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/- per annum during the period under
review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment
and Remuneration) Rules, 2014.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its
website http://www.roopshriresorts.co.in/.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy
intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on
adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial
statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm’s length basis. Thus Disclosure in form AOC-2 is not required. Further, during
the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions. All related
party transactions are placed before the Audit Committee and Board for approval. The details of the related party
transactions as required under Accounting Standard (AS) - 18 are set out in Note to the financial statements forming part of
this Annual Report.

33. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of
Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018. The Code is available on the Company’s website www.roopshriresorts.co.in.

34. DEPOSITS:

Our Company did not accept / hold any deposits from public / shareholders during the year under review.

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of
business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no
materially significant transactions with the related parties during the FY which were in conflict with the interest of the
Company.

36. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company’s operations in future.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been
set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress
the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Our Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint
of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the
right information on business evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have
listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

41. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no
material departures.

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 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

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.

42. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the
Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in
the statement depending on the circumstances.

43. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the
Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff
and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: By Order Of The Board Of Directors

Hotel Alexander, S.No.246, FOR ROOPSHRI RESORTS LIMITED

Plot No. 99, Matheran, Karjat,

Raigarh, Maharashtra, India - 410102

Sd/-

Tel: [phone] ^Sd/

CIN: L45200MH1990PLC054953 dSn^iTsSsTS

^Website: ^.rropstoiiesorts.co.m (Whole Time Director)

^Email: info@^{roopshriresor}t^{s co in} Matheran, Tuesday, August 27, 2024.